SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                             Form 10-KSB

   X      ANNUAL REPORT UNDER  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 2000

                                  or

          TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from         to

                      Commission File No. 0-3936

                      ORBIT INTERNATIONAL CORP.
            (Name of small business issuer in its charter)

       DELAWARE                                           11-1826363
(State or other jurisdiction of                                  (I.R.S.
Employer
 incorporation or organization)                                 Identification
No.)

80 CABOT COURT, HAUPPAUGE, NEW YORK                         11788
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number, including area code: (631) 435-8300

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.10 par value per share
(Title of class)


Indicate by check mark whether the Registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required
to file such reports), and (2) been subject to such filing requirements for
the past 90 days.

               Yes    X                      No ______

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-KSB.
     X

Issuer's revenues for its fiscal year ended December 31, 2000: $12,706,000

Aggregate market value of Registrant's voting and non-voting common equity
held by non-affiliates (based on shares held and
the closing price quoted on the Nasdaq SmallCap on March 16, 2001): $2,279,097

Number of shares of common stock outstanding as of March 16, 2001: 2,025,864

Documents incorporated by reference: The Registrant's definitive proxy
statement to be filed pursuant to regulation 14A
promulgated under the Securities Exchange Act of 1934 in connection with the
Registrant's 2001 Annual Meeting of
Stockholders.
                                PART I


ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

     Orbit International Corp. (the "Company" or "Orbit") was incorporated
under the laws
of the State of New York on April 4, 1957 as Orbit Instrument Corp.  In
December 1986, the
state of incorporation was changed from New York to Delaware and in July 1991,
the name was
changed to Orbit International Corp.  The Company conducts its operations
through its Orbit
Instrument Division and its wholly-owned subsidiary, Behlman Electronics, Inc.
Through its
Orbit Instrument Division, which includes its wholly-owned subsidiary, Orbit
Instrument of
California, Inc., the Company is engaged in the design, manufacture and sale
of customized
electronic components and subsystems.  Behlman Electronics, Inc. is engaged in
the design and
manufacture of distortion free commercial power units, power conversion
devices and electronic
devices for measurement and display.

     On June 7, 2000, the Company entered into a letter of intent with Homing,
Inc.
("Homing") pursuant to which the Company and Homing agreed to combine.  On
September 20,
2000, the Company and Homing entered into a revised letter of intent.  Homing
was a Delaware
corporation headquartered in New York with research and development operations
in Israel.
Homing had developed and planned to deploy web-based software and service
architecture for
personalization and management of content across provider networks and media
channels.
Pursuant to the terms of the letter of intent, closing of the transaction was
subject to a number of
conditions, one of which was the completion of a private placement.  Homing
was unable to
complete such private placement. Consequently, on December 12, 2000, Orbit
terminated the
letter of intent.

     On August 6, 1996, the Board of Directors of the Company adopted a plan
to sell and/or
liquidate its remaining United States and Canadian apparel operations. In the
fourth quarter of
1996, the Company entered into a three-year license agreement (the "Athco
License
Agreement") with Athco, Inc. ("Athco"), an unaffiliated third party, pursuant
to which Orbit
granted to Athco the right to manufacture and sell ladies apparel under the
"East/West"
trademark (its principal label) in the United States and Canada.  Under the
terms of the Athco
License Agreement, as amended in May, 1999, the minimum royalty for 1999 was
reduced from
$150,000 to $140,000 payable in sixteen equal installments.  The Company has
the right to
terminate the Agreement upon 30 days written notice. The operations of the
East/West division
are limited to servicing such license.

     In March 1996, as part of its plan to dispose of its apparel operations,
the Company
entered into an amended agreement with the sellers of a discontinued apparel
division whereby
the purchase price of the Assets was reduced from $15,000,000 to $8,850,000
leaving
$1,850,000 remaining to be paid at the time of the Amendment.  The Company
paid $1,000,000
in three separate installment payments through January 1, 1997.  The remaining
$850,000 was
due in quarterly installments of $42,500 commencing in March 2002 through
December 2006.
In addition, the sellers received 83,332 warrants to purchase Orbit common
shares.  In March
2000, the Company reached an agreement with the sellers whereby the Company
agreed to
commence making payments in 2000 rather than in 2002 as scheduled in
consideration for a
reduction in the outstanding amount due from $850,000 to $660,000.

     See Item 3. Legal Proceedings for information concerning the bankruptcy
proceedings
involving the Company's former Canadian apparel subsidiaries.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

     The Company currently operates in two industry segments. Its Orbit
Instrument Division
is engaged in the design and manufacture of electronic components and
subsystems (the
"Electronics Segment").  Its Behlman subsidiary is engaged in the design and
manufacture of
commercial power units (the "Power Units Segment").

The following sets forth certain selected historical financial information
relating to the
Company's business segments:
<TABLE>
<CAPTION>

                      December 31,
                              2000      1999



<S>                   <C>          <C>

Net sales:


Electronics            $ 6,135,000 $  6,975,000
Power Units
Domestic                  5,552,000    1,019,000__________    4,438,000
Foreign                   6,571,000       817,000
Intercompany sales                        (10,000)    5,245,000
Total Power Units



Operating income
(loss) (1):


Electronics                216,000      615,000
Power Units                            (810,000)
                      (7,000)



Assets:


Electronics               7,031,000      6,156,000
Power Units           3,888,000      3,303,000

</TABLE>
_______________
(1) Exclusive of  corporate overhead expenses, interest expense and investment
income which are not allocated to the
business segments.

Additional financial information relating to the business segments in which
Orbit conducts its
operations is set forth in Note 14 to the Consolidated Financial Statements
appearing elsewhere
in this report.

GLOSSARY OF TECHNICAL TERMS

"AC power sources" -- equipment that produces power that is the same as what
would be
received from a public utility.

"BL series" -- Cold Cathode Fluorescent Tubes.

"CRT terminals" -- Cathode Ray Tube terminals.

"Commercial Off the Shelf" --  non-customized products produced in
anticipation of customer
orders.

"computer controlled action entry panels (CCAEPS)"--  computer input devices.

"data entry display devices" -- computer-based devices that increase the
efficiency between the
human operator and the computer system.

"distortion free commercial power units" -- power that is free of disturbances
such as "brown-
outs".

"Electro Luminescent (E.L.) power supplies"  -- power supplies which power
electro
luminescent displays.

"frequency converters"  -- equipment which converts local power to equivalent
foreign power.

"full-mil keyboards"  -- keyboards designed for use in a military environment.

"liquid crystal display (LCD) panel/unit"--  a color flat panel-based display
used in information
systems.

"NAVICP"  -- Naval Inventory Control Point, providing program and supply
support for the
United States Navy in order to keep weapons systems mission-ready.

"operator control trays"  -- integrated panels used in conjunction with data
display consoles.

"plasma based telephonic intercommunication panels"  -- programmable panels
used to promote
communication throughout various military communication centers.

"(AC) plasma display panel/unit"  -- technology utilizing neon gas illuminated
between
electrically charged fields.

"power conversion devices"  -- equipment that produces power that is the same
as what would
be received from a public utility.

"P series" -- hardware designed to meet severe environmental conditions.

"ruggedized market"  -- the market for ruggedized hardware.

"standard shipboard display console requirements"  -- the standard tactical
display used
specifically by the United States Navy.

"subsystems"  -- units produced to be integrated into larger computer systems.

"T&D" -- utility transmission and distribution.

"telco-based designs"  -- standard telephone interface designs.

"telecommunication superconducting amplifiers"  -- amplifiers used in cable
television.

"TFT" -- thin film transistor.

"trackballs"  -- cursor control devices used in conjunction with data display
systems.

"UPS market"  -- the market for uninterruptable power supplies.

"uninterruptable power supplies (UPS)"  -- devices which allow a computer to
operate while
utility power is lost.

"VGA"-- video graphics array.

SURVEILLANCE AIRCRAFT PROGRAMS:

E-2C

J/STARS (Joint Surveillance Target Attack Radar Systems)

AWACS (Lookdown Surveillance Aircraft)

SHIPBOARD PROGRAMS:

AEGIS (Guided Missile Cruisers and Destroyers)

DDG'S (Guided Missile Destroyers)

BFTT (Battle Force Tactical Training)

LSD'S (Amphibious Warfare Ships)

LHA'S (Amphibious Warfare Ships)

DESCRIPTION OF BUSINESS

  GENERAL

     Orbit's Electronics Segment, which is operated through its Orbit
Instrument Division,
designs, manufactures and sells customized panels, components, and
"subsystems" for contract
program requirements to prime contractors, governmental procurement agencies
and research
and development ("R&D") laboratories.  The Company primarily designs and
manufactures in
support of specific military programs.  More recently, the Company has focused
on providing
commercial, non-military "ruggedized hardware" for prime contractor programs
at cost
competitive prices.  Products include a variety of custom designed "plasma
based telephonic
intercommunication panels" for secure voice airborne and shipboard program
requirements,
"full-mil keyboards", "trackballs" and "data entry display devices".  The
Electronics Segment's
products, which in all cases are designed for customer requirements on a firm
fixed price
contract basis, have been successfully incorporated on surveillance aircraft
programs, including
E-2C, J/STARS, AWACS and P-3 requirements and shipboard programs, including
AEGIS,
DDG'S, BFTT, LSD'S and LHA'S applications, as well as a variety of land based
guidance
control programs.

     Orbit's Power Units Segment is operated through its Behlman subsidiary
and is in the
business of manufacturing and selling power supplies, AC power sources,
"frequency
converters", "uninterruptable power supplies ("UPS")", associated analytical
equipment and
other electronic equipment.  The military division of Behlman designs and
manufactures "power
conversion devices" and electronic products for measurement and display.

PRODUCTS

Electronics Segment

     Intercommunication Panels

  The Orbit Instrument Division has designed and developed a complement of
display panels
for rugged mission critical applications.  The display panels provide
customers with potential
program solutions that include Electro Luminescent (E.L.), AC Plasma and
Liquid Crystal
Display (LCD) technologies.  Prime contractors which require command, combat
communications or display systems have requested these panels to support a
number of console
applications.  The Orbit Instrument Division has also completed land-based and
shipboard secure
voice "telco-based designs", and has been awarded a Basic Ordering Agreement
from Naval
Surface Warfare Center in Crane, Indiana.  The Basic Ordering Agreement
establishes firm fixed
prices for six Orbit panel configurations.  The Agreement enables the United
States Government
to procure each of the panel configurations in indefinite quantities,
increasing by an agreed upon
escalation for each year.

     Graphic Display Terminal

     The Orbit Instrument Division's family of graphic terminals enables the
operator to
monitor and control radar systems for shipboard and airborne applications.
These terminals are
used throughout a ship or surveillance plane as adjuncts to larger console
displays.  The modular
design of the terminals facilitates applications for surface ship, submarine,
aircraft and land based
requirements.

     Operator Control Trays

     The Orbit Instrument Division designs and manufactures a variety of
"operator control
trays" that help organize and process data created by interactive
communications systems,
making such data more manageable for operator consumption.  These trays are
presently used to
support patrol and surveillance airborne aircraft programs, "standard
shipboard display console
requirements" and shore land based defense systems applications.

     Data Entry, Keyboards, and Display Systems

     The Orbit Instrument Division has designed and manufactures a variety of
"computer
controlled action entry panels (CCAEPS)", which provide a console operator
with multiple
displays of computer generated data.  The Orbit Instrument Division has
designed a number of
custom keyboards to meet full military specifications.  These keyboards have
been designed for
shipboard, airborne, sub-surface and land based program requirements.

     Color Liquid Crystal Displays (LCD's)

     The Orbit Instrument Division developed a family of 18.1" and 20.1" color
LCD display
panels for military and rugged commercial opportunities.  The display is
manufactured using
Super Fine TFT (thin film transistor) active matrix technology.  The display
is backlit with Cold
Cathode Fluorescent Tubes (CCFT), and is driven by an integral inverter.  The
Company has
adapted this technology for high brightness and full-color imaging
requirements.  The Company
is positioning this technology for surface ship and trading floor opportunities.

     Color Liquid Crystal Display Computers

     The Orbit Instrument Division has completed a design configuration for a
Thin Film
Transistor (TFT) color LCD with an integral touch screen for input from the
operator.  The unit
is powered by an ultra-compact high-performance 486 processor.  The airborne
and land-based
display configurations also include up to 32 mega-bits of RAM, with wide angle
(640x480)
technology.  The VGA single board computer includes a serial port (RS-232/422)
and expansion
capabilities through a PC/104 carrier module.

     Command Display Units (CDU'S)

     The Orbit Instrument Division is currently under order for  command
display panels that
will be utilized for vehicular, shipboard and sheltered platform requirements.
 When complete,
each display will also be both sunlight readable and night vision certified
for aircraft
environments.

Power Units Segment

     Power Sources

     Behlman's "AC power sources" are used in the production of various types
of equipment
such as ballasts for fluorescent lighting, "CRT terminals", hair dryers,
hospital beds,  vacuum cleaner
motors, compressors, circuit breakers and paint spray equipment and are used
in test labs to meet
European Community required testing, aircraft testing and simulators.  Other
uses include powering
equipment for oil and gas exploration.

     Behlman's frequency converters are used to convert local power frequency
(e.g., 60HZ
in the United States) to local frequencies elsewhere (e.g., 50 HZ in Europe)
and are used in the
testing of commercial and military aircraft.

     Behlman's UPS products are used for backup power when local power is
lost.  Behlman
only competes in the "ruggedized and industrial market" as opposed to the
commercial "UPS
market".  Behlman is a manufacturer and value added reseller of these products
and has recently
added a new line of high power UPS systems.

     Behlman's military and custom power supply division designs and
manufactures power
supplies that use commercial off the shelf (COTS) power modules to meet the
customers
environmental specifications.  This technique requires less engineering and
produces a more
reliable product at a lower cost to the customer.

     Behlman also performs reverse engineering of analog systems for the
United States
Government or United States Government contractors to enable them to have a
new contractor
with high quality capabilities at a competitive price.

     Behlman is recognized by the Source Development Department of the NAVICP
and has
been given the opportunity to compete against prime contractors.  Behlman has
a current order
for a set of power sources as a result of such competition program.

     Behlman's railroad signaling power supply has been sold to railway
passenger lines in the
Northeastern and Southwestern United States.  The railroad industry buys
frequency converters
and inverters.  Behlman has set up a representative organization and strategic
advertising
campaign along with training programs for representatives and has been meeting
with different
railroad organizations for the purpose of promoting its products and gaining
an understanding of
the needs of the industry.

     Behlman's Power Passport P1350 is a low cost basic instrument for use in
the
import/export and aerospace markets.  The P series has fewer features but is
priced below
Behlman's BL series.  Another version, the P1351, is an intermediary version
between the P1350
and the BL1350 in terms of cost and function.  Several orders for these units
have been received
by Behlman.

     Behlman also operates as a qualified repair depot for many United States
Air Force and
Navy programs.

PROPOSED PRODUCTS

Electronics Segment

     The Orbit Instrument Division is currently expanding its design and
development
resources to update hardware previously used for full military program
requirements.  The Orbit
Instrument Division believes its wide variety of components, controls,
subsystems and plasma
secure voice and intercommunication panels that have supported the military
for aircraft,
shipboard, subsurface and land based program requirements have alternative
uses.  It is the intent
of the Company to update the electrical and mechanical functionality of these
units and
subsystems and provide ruggedized and commercial equivalent hardware at cost
competitive
prices.

     Orbit Instrument has a current order for prototype keyboards from one of
its major
customers to be used by air traffic controllers. These prototype keyboards
will be delivered to
various air traffic control centers for evaluation by air traffic controllers.

     The Orbit Instrument Division has completed a pre-production order for a
new
Electroluminescent (EL) Display Terminal.  The Data Entry Display combines a
high bright EL
Display module with an ultra-compact single board computer.  The unit was
specifically
designed as a high speed AT compatible computer which will mechanically fit
into limited space
applications. This EL technology based Data Entry Display Panel is being
implemented on
various army and marine programs such as the Fire Finder Program as well as
several foreign
military programs. Orbit has received pre-production orders for these units
for four different
programs.

     The Orbit Instrument Division has finalized a design for a shipboard
console to be used
primarily for foreign sales opportunities.  The upgraded console incorporates
a 20.1" color LCD
display together with a package of man/machine-interface solutions.  Initial
prototype consoles
have included newly designed trackballs, keyboards and data display devices,
qualified to meet
shipboard applications.  The Division has received pre-production orders for
their 20.1" color
LCD displays to support two foreign military program requirements.

     Power Units Segment

     Behlman has developed a strategic relationship with a manufacturer of
DC/DC converter
modules and open-frame power supplies.  These units will be sold under the
Behlman name and
will be used in value added equipment sales.

     Behlman has also developed a strategic relationship with a manufacture of
telecommunication and workstation power supplies.

     Behlman has entered the Utility Transmission and Distribution ("T&D")
industry.  The
utility industry is facing competition, resulting in pressure to cut costs in
their substations
through automation.  In the event of a power outage, the computers and other
critical equipment
must be powered with AC power sources utilizing the substation batteries.
Behlman has
received orders for this equipment and has been advertising in industry
periodicals.  An offshoot
of the T&D market is the telecommunications market where batteries are
generally used to keep
the system running. Behlman has developed two new products to supply this
market.  They are a
sine wave inverter and a modified version of the same unit.  Behlman has
targeted niche market
areas which require more special features than industry standard models.

     The products and programs described above are presently being developed
by the
Company.  However, there can be no assurance that such development efforts
will result in any
marketable products.

SALES AND MARKETING

     Products of the Electronics Segment are marketed by Orbit Instrument
Division's sales
personnel and management.  Military products of the Power Units Segment are
marketed by
Behlman's program managers and other management personnel.  Commercial
products of the
Power Units Segment are sold by regional sales managers, manufacturer's
representatives and
non-exclusive distributors.

COMPETITION

     The Electronics Segment's competitive position within the electronics
industry is, in
management's view, predicated upon the Orbit Instrument Division's
manufacturing techniques,
its ability to design and manufacture products which will meet the specific
needs of its customers
and its long-standing successful relationship with its major customers.  (See "
SOURCES AND AVAILABILITY OF RAW MATERIALS

     The Company uses multiple sources for its procurement of raw materials
and is not
dependent on any suppliers for such procurement.  The Company continuously
updates its
delivery schedules and evaluates availability of components so that they are
received on a "just-
in-time schedule".  Occasionally, in the production of certain military units,
the Company will be
faced with procuring certain components that are either obsolete or difficult
to procure.
However, the Company has access to worldwide brokers using the Internet to
assure component
availability.

MAJOR CUSTOMERS

     Various agencies of the United States Government and Lockheed Martin Corp.
accounted for approximately 25% and 16%, respectively, of net sales of the
Company for the
year ended December 31, 2000.  The loss of any of these customers would have a
material
adverse effect on the net sales and earnings of the Company.  The Company does
not have any
significant long-term contracts with any of the above-mentioned customers.

     The major customers of the Electronics Segment are Lockheed Martin Corp.,
various
agencies of the United States Government and Raytheon Company, accounting for
approximately 28%, 27% and 18%, respectively, of the net sales of the
Electronics Segment for
the year ended December 31, 2000.  The loss of any of these customers would
have a material
adverse effect on the net sales and earnings of the Electronics Segment.

     The major customer of the Power Units Segment is the United States
Government,
accounting for approximately 21% of the net sales of the Power Units Segment
for the year
ended December 31, 2000.  The loss of this customer would have a material
adverse effect on
the net sales and earnings of the Power Units Segment.

     Since a significant amount of all of the products which the Company
manufactures are
used in military applications, any substantial reduction in overall military
spending by the United
States Government could have a materially adverse effect on the Company's
sales and earnings.

BACKLOG

     As of December 31, 2000 and 1999 the Company's backlog was as follows:

<TABLE>
<CAPTION>

             2000             1999
<S>          <C>              <C>

Electronics  $6,000,000       $3,000,000


Power Units  2,000,000           3,000,000


Total        $8,000,000       $6,000,000
</TABLE>

     Of the backlog at December 31, 2000, approximately $500,000 represents
backlog under
contracts which will not be shipped during 2001.

     A significant amount of the Company's contracts are subject to
termination at the
convenience of the United States Government.  The backlog is not influenced by
seasonality.

SPECIAL FEATURES OF UNITED STATES GOVERNMENT CONTRACTS

     Orders under United States Government prime contracts or subcontracts are
customarily
subject to termination at the convenience of the United States Government, in
which event the
contractor is normally entitled to reimbursement for allowable costs and a
reasonable allowance
for profits, unless the termination of a contract was due to a default on the
part of the
contractor.  No material terminations of contracts of either the Electronics
Segment or the
Power Units Segment at the convenience of the United States Government
occurred during the
year ended December 31, 2000.

     A significant portion of the Company's revenues are subject to audit
under the Vinson-
Trammel Act of 1934 and other federal statutes since they are derived from
sales under United
States Government contracts.  The Company believes that adjustments to such
revenues, if any,
will not have a material effect on the Company's financial position.

RESEARCH AND DEVELOPMENT

     The Company incurred approximately $700,000, and $731,000 of research and
development expenses during the years ended December 31, 2000 and 1999,
respectively.

PATENTS

     The Company does not own any patents which it believes are of material
significance to
its operations.

EMPLOYEES

     As of March 16, 2001, the Company employed 90 persons on a full-time
basis.  Of these,
the Electronics Segment employed 49 people, consisting of 7 in engineering and
drafting, 6 in
sales and marketing, 8 in direct and corporate administration and the balance
in production. The
Power Units Segment employed 41 people, consisting of 10 in engineering and
drafting, 5 in
sales, 2 in direct and corporate administration and the balance in production.

ITEM 2.  DESCRIPTION OF PROPERTIES

     The Company owned its plant and executive offices, located at 80 Cabot
Court,
Hauppauge, New York, which consists of 60,000 square feet (of which
approximately 50,000
square feet are utilized for manufacturing operations) in a two-story,
sprinklered, brick building
which was completed in October 1982 and expanded in 1985.  In March 2001, the
Company
completed a sale leaseback transaction whereby it sold its land and building
for $3,000,000 and
entered into a twelve year net lease with the buyer of the property.  The
lease provides for an
annual payment of $360,000 with 10% increases in the fourth, seventh and tenth
years of the
lease. The lease expires in February 2013, but may be extended by the Company
at its option
through 2025.  During the extension period, the lease provides for an annual
rent of $527,076
with 10% increases in the fourth, seventh and tenth years of the extended lease.

     Behlman leases 1,700 square feet in Ventura, California which is used for
sales. The lease
provides for monthly payments of $1,473.00 and expires in December 2001.

     As a residual of its discontinued apparel operations, the Company has
leases for
showroom and office space in New York, warehouse space in New Jersey and
showroom, office
and manufacturing space in Winnipeg, Manitoba, Canada. The Company has
subleased its
showroom and office space in New York and its warehouse space in New Jersey.
The leases
and subleases thereon expired in January, 2000 and June, 1999, respectively.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material pending legal proceedings against the Company,
other than routine
litigation incidental to the Company's business.

     Bankruptcy and Liquidation of Canadian Subsidiaries:  On March 12, 1997,
Orbit
commenced bankruptcy proceedings against two of its subsidiaries, Canada
Classique, Inc. and
Winnipeg Leather (1991) Inc., which operated its Canadian apparel operation.
Orbit appointed a
receiver and manager who liquidated all of the assets of these subsidiaries.
The proceeds of such
sales were used to pay down the outstanding obligations to the secured lender
of the two
subsidiaries.  In October, 2000, the Company received a Notice of Final
Dividend and Application
for Discharge of Trustee with respect to these proceedings. The Company
received a Final Order
of Discharge for the proceedings on the two subsidiaries on October 27, 2000
and November 28,
2000, respectively.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                               PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     As of March 15, 2001, the Company had 174 shareholders of record but
reasonably
believes it has in excess of 300 beneficial owners. The Company's stock is
traded on the Nasdaq
SmallCap Market (Nasdaq symbol: ORBT).

     The quarterly closing prices for the period January 1, 1999 through
December 31, 2000,
as reported by Nasdaq, were as follows.  The prices set forth below have been
adjusted to give
effect to the one-for-three reverse stock split effective October 4, 1999.
<TABLE>
<S>                                 <C>

                                    CLOSE
</TABLE>
<TABLE>
<S>                                 <C>        <C>

                                    HIGH       LOW


1999:

  First Quarter:                                $3.00
                                    $6.56



                                                 3.00
  Second Quarter:                   4.50

                                       3.38
  Third Quarter:                               1.50

                                             1.88  1.00
  Fourth Quarter:



2000:

  First Quarter:                       3.13      1.38


  Second Quarter:                   5.13       1.31


  Third Quarter:                    4.56       2.13

                                                 0.38
  Fourth Quarter:                   2.16







The Company has not declared any dividends during the
aforesaid periods.
</TABLE>


ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

Year Ended December 31, 2000 v. Year Ended December 31, 1999

     The Company currently operates in two industry segments.  Its Orbit
Instrument Division
is engaged in the design and manufacture of electronic components and
subsystems (the "Electronics
Segment").  Its Behlman subsidiary is engaged in the design and manufacture of
commercial power
units (the "Power Units Segment").

     Consolidated net sales for the year ended December 31, 2000 increased to
$12,706,000 from
$12,220,000 for the prior year due to increased sales recorded from the
Company's Power Units
Segment which was offset by lower sales from its Electronics Segment.

     Gross profit, as a percentage of net sales, for the year ended December
31, 2000 increased
to 35.4% from 33.4% for the prior year. The increase in gross profit, as a
percentage of sales, was
due to an increase in gross profit realized by the Power Units Segment which
was offset by a slightly
gross profit realized by the Electronics Segment.  The increase in gross
profit realized by the Power
Units Segment was principally due to an increase in sales.  The decrease in
gross profit realized by
the Electronics Segment was principally due to the shipment of initial
production and prototype units
delivered during the period.

     Selling, general and administrative expenses for the year ended December
31, 2000 slightly
decreased to $4,946,000 from $4,952,000 for the year ended December 31, 1999.
Selling, general
and administrative expenses, as a percentage of sales, for the year ended
December 31, 2000
decreased to 38.9% from 40.5% for the prior year principally due to increased
sales during the
current year.

     Interest expense for the year ended December 31, 2000 was $336,000 and
did not materially
change from $334,000 recorded for the year ended December 31, 1999.

     Investment and other income for the year ended December 31, 2000
decreased to $166,000
from $278,000 for the prior year principally due to a decrease in funds
available for investment in
the current period.

     The loss before income tax benefit and extraordinary item decreased to
$620,000 for the year
ended December 31, 2000 from a loss of $925,000 for the year ended December
31, 1999.  This
decrease in loss was principally due to the increase in sales from the
Company's Power Units
Segment.

     In connection with related uncertainties surrounding the defense
industry, pursuant to
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes", the
Company adjusted its valuation allowance against its deferred tax asset
thereby taking a charge of
$450,000 to income for the year ended December 31, 1999.  No adjustment to the
valuation
allowance against its deferred tax asset was made in the current year.

     During the year ended December 31, 2000, the Company reached an agreement
with the
sellers of a discontinued apparel division whereby the Company agreed to
commence making
payments on a promissory note payable to such sellers in 2000 rather than in
2002 as scheduled.
The agreement resulted in an extraordinary gain of $190,000.

     The net loss for the year ended December 31, 2000 was $430,000 compared
to a net loss
of $1,375,000 for the year ended December 31, 1999.


Liquidity, Capital Resources and Inflation

     Working capital decreased to $5,462,000 at December 31, 2000 compared to
$7,161,000
at December 31, 1999.  The ratio of current assets to current liabilities
decreased to 2.2 to 1 at
December 31, 2000 from 3.2 to 1 at December 31, 1999.

     Net cash flows used in operations for the year ended December 31, 2000
was $1,126,000,
primarily attributable to the net loss for the period, the non cash flow
effect of income related to the
forgiveness of debt and an increase in accounts receivable, inventory and
other assets that was
partially offset by an increase in accounts payable, customer advances and the
non cash flow effect
of depreciation and amortization.  Net cash flows used in operations for the
year ended December
31, 1999 was $1,102,000, primarily attributable to the net loss for the
period, the payment related
to the settlement of the class action litigation and a decrease in accrued
expenses and customer
advances that was partially offset by the non cash flow effect of the
reduction in the deferred tax
asset and a decrease in accounts receivable and inventories.

     Cash flows used in investing activities for the year ended December 31,
2000 was $38,000,
attributable to purchases of property, plant and equipment.  Cash flows
provided by investing
activities for the year ended December 31, 1999 was $3,770,000, primarily
attributable to the net
sales of marketable securities.

     Cash flows used in financing activities for the year ended December 31,
2000 was $709,000
which was primarily attributable to repayments of long-term debt.  Cash flows
used in financing
activities for the year ended December 31, 1999 was $131,000, primarily
attributable to repayments
of long-term debt and the purchase of treasury stock partially offset by the
proceeds of long term
debt.

     All operations of the discontinued apparel companies have been
terminated.   All losses, and
obligations of these apparel operations have been provided for, and
accordingly, the Company does
not anticipate using any significant portion of its resources towards these
discontinued apparel
operations.

     In August 1998, the Company closed on a new $4,000,000 credit facility
with a new lender
secured by real property and other assets of the Company.  The Company used
$3,500,000 of the
proceeds to replace its existing asset based lending arrangement and the
remaining $500,000 was
borrowed in January 1999 to partially fund a class action securities
litigation settlement of
$1,000,000.  The amount owed under this credit facility at December 31, 2000
was approximately
$2,795,000 at an interest rate of 1.75 above the prime rate of interest.

     In January, 2001, the Company closed on a new $1,000,000 credit facility
with an asset
based lender secured by accounts receivable, inventory and machinery and
equipment of the
Company.  The agreement shall continue until January 31, 2003 and from year to
year thereafter
unless sooner terminated.  Loans will bear interest at the prime rate of the
Chase Manhattan Bank
plus 1.75% per annum. In March, 2001, the Company completed a sale-leaseback
of its New York
operating facility whereby it received proceeds of $3,000,000 and entered into
a net operating lease
with an initial term expiring in 2013.  See "Item 2.  Description of
Properties."  The proceeds of the
loan and the sale-leaseback were used to pay off the outstanding balance under
its existing credit
facility and the remainder of the proceeds will be used for working capital.

  On September 1, 1999 the Board of Directors authorized a 1 for 3 reverse
stock split thereby
decreasing the number of issued and outstanding shares of the Company's stock.
This reverse stock
split was approved by the shareholders on October 1, 1999 and the effective
date was October 4,
1999.  All shares and per share data  have been retroactively restated to
reflect this reverse stock
split.  The purpose of the reverse stock split was to put the Company into
compliance with the
requirements of a Nasdaq SmallCap listing in order to effectuate the transfer
of the Company's
listing from the Nasdaq National Market to the Small Cap Market. See the
Company's Report on
Form 8-K, filed October 6, 1999. In September 1998, the Company's Board of
Directors authorized
a stock repurchase program for the repurchase of up to 83,333 shares of its
common stock in the
open market or in privately negotiated transactions.  The Company repurchased
approximately
52,000 shares at an average price of $5.01 per share.  The Company has not
made any repurchases
since the first quarter of 1999.

     The Company's existing capital resources, including its bank credit
facilities, and its cash
flow from operations are expected to be adequate to cover the Company's cash
requirements for
the foreseeable future.

     Inflation has not materially impacted the operations of the Company.

Certain Material Trends

     The Company continues to face a very difficult business environment with
continuing
pressure on the Company's prices for its sole source sales and a general
reduction in the level of
funding for the defense sector.  The Company continues to pursue many business
opportunities,
including programs in which it has long participated but, due to industry-wide
funding and pricing
pressures, the Company has encountered delays in the awards of these
contracts.  These contract
delays adversely affected revenue levels for 1999 and 2000.  However, the
Company did realize an
improvement in bookings in 2000 and consequently, expects some improvement to
revenue levels
in 2001.

     The Company continues to seek new contracts which require incurring
up-front design,
engineering, prototype and preproduction costs.  While the Company attempts to
negotiate contract
awards for reimbursement of product development, there is no assurance that
sufficient monies will
be set aside by its customers, including the United States Government, for
such effort.  In addition,
even if the United States Government agrees to reimburse development costs,
there is still a
significant risk of cost overrun which may not be reimbursable.  Furthermore,
once the Company
has completed the design and preproduction stage, there is no assurance that
funding will be
provided for future production.

     The Company is heavily dependent upon military spending, particularly the
Department of
the Navy, as a source of revenues and income.  The U.S. Navy fleet has been
significantly reduced
in the past several years thereby impacting the procurement of equipment.  Any
further reductions
in the level of military spending by the United States Government and/or
further reductions to the
U.S. fleet could have a negative impact on the Company's future revenues and
earnings.  In
addition, due to major consolidations in the defense industry, it has become
more difficult to avoid
dependence on certain customers for revenue and income.  Behlman's line of
commercial products
gives the Company some diversity and the Orbit Instrument Division is
beginning to introduce
certain of its products into commercial and foreign markets as well as to
other Departments of
Defense.

Forward Looking Statements

     Statements in this Item 6 "Management's Discussion and Analysis of
Financial Condition
and Results of Operations" and elsewhere in this document are certain
statements which are not
historical or current fact and constitute "forward-looking statements" within
the meaning of such
term in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act
of 1934. Such forward-looking statements involve known and unknown risks,
uncertainties and
other factors that could cause the actual financial or operating results of
the Company to be
materially different from the historical results or from any future results
expressed or implied by such
forward-looking statements. Such forward looking statements are based on our
best estimates of
future results, performance or achievements, based on current conditions and
the most recent results
of the Company.  In addition to statements which explicitly describe such
risks and uncertainties,
readers are urged to consider statements labeled with the terms "may", "will",
"potential",
"opportunity", "believes", "belief", "expects", "intends", "estimates",
"anticipates" or "plans" to be
uncertain and forward-looking. The forward-looking statements contained herein
are also subject
generally to other risks and uncertainties that are described from time to
time in the Company's
reports and registration statements filed with the Securities and Exchange
Commission.

Quantitative and Qualitative Disclosures About Market Risks

     The Company is exposed to market risk related to changes in interest
rates.  Most of the
Company's debt is at a variable rate of interest and is not hedged by any
derivative instruments.
That debt which is subject to a variable rate of interest amounted to
approximately $2,795,000 at
December 31, 2000.  If market interest rates increase by five percent from
levels at December 31,
2000, the effect on the Company's results of operations would be approximately
$140,000.

ITEM 7.   FINANCIAL STATEMENTS

     The information required under this Item appears in a separate section
following Item 13 of
this report.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     On February 4, 2000, the Board of Directors of the Company approved the
engagement of
Goldstein Golub Kessler LLP as its independent auditors for the fiscal year
ended December 31,
1999 to replace the firm of Ernst & Young LLP.  The Company determined to
change its
independent auditors of the basis of the significant savings in the amount of
fees paid and not as a
result of a dispute or disagreement with Ernst & Young LLP.  See the Company's
Report on Form
8-K/A filed February 17, 2000.

                               PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

          Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2001 Annual Meeting of Stockholders.

ITEM 10.  EXECUTIVE COMPENSATION

          Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2001 Annual Meeting of Stockholders.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2001 Annual Meeting of Stockholders.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2001 Annual Meeting of Stockholders.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)  The following documents are filed as part of this Annual
Report on Form
10-KSB for the fiscal year ended December 31, 2000.

          1.& 2.    Financial Statements and Schedule:

               The index to the financial statements and schedule is
incorporated by
reference to the index to financial statements which follows Item 13 of this
Annual Report on Form
10-KSB.

          3.  Exhibits:

Exhibit No.    Description of Exhibit

  3 (a)        Certification of Incorporation, as amended.  Incorporated by
reference to Exhibit
          3(a) to Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30,
          1991.

  3 (b)        By-Laws, as amended.  Incorporated by reference to Exhibit 3(b)
to Registrant's
          Annual Report on Form 10-K for the fiscal year ended June 30, 1988.

  4 (a)        Orbit International Corp. 1995 Employee Stock Option Plan.
Incorporated by
          reference to Exhibit 4(a) to Registrant's Annual Report on Form 10-K
for the fiscal
          year ended December 31, 1995.

  4 (b)        Orbit International Corp. 1995 Stock Option Plan for
Non-Employee Directors.
          Incorporated by reference to Exhibit 4(b) to Registrant's Annual
Report on Form
          10-K for the fiscal year ended December 31, 1995.

  4 (c)*         Orbit International Corp. 2000 Employee Stock Option Plan

  10 (a)       Amended and Restated Employment Agreement, dated as of February
15,
          1999, between Registrant and Mitchell Binder.  Incorporated by
reference to Exhibit
          10(a) to Registrant's Annual Report on Form 10-K for the fiscal year
ended
          December 31, 1998.

  10 (b)       Amended and Restated Employment Agreement, dated as of February
15,
          1999, between Registrant and Bruce Reissman.  Incorporated by
reference to Exhibit
          10(b) to Registrant's Annual Report on Form 10-K for the fiscal year
ended
          December 31, 1998.

  10 (c)       Amended and Restated Employment Agreement, dated as of February
15,
          1999 between Registrant and Dennis Sunshine.  Incorporated by
reference to Exhibit
          10(c) to Registrant's Annual Report on Form 10-K for the fiscal year
ended
          December 31, 1998.

  10 (d)  Form of Indemnification Agreement between the Company and each of
its Directors.
          Incorporated by reference to Exhibit 10(e) to Registrant's Annual
Report on Form
          10-K for the fiscal year ended June 30, 1988.

  10 (e)       Asset Purchase Agreement, dated July 12, 1993, among The Panda
Group,
          Inc., Kenneth Freedman, Frederick Meyers and Registrant.
Incorporated by
          reference to Exhibit 1 to Registrant's Current Report on Form 8-K
dated July 12,
          1993.

  10 (f)  Asset Purchase Agreement, dated as of January 11, 1996, by and among
          Astrosystems, Inc., and BEI Electronics, Inc., Orbit International
Corp. and Cabot
          Court, Inc. Incorporated by reference to the Registrant's Current
Report on Form
          8-K dated February 7, 1996

  10 (g)  Form of Agreement among Kenneth Freedman, Frederick Meyers, The Panda
          Group, Inc. and Orbit International Corp. dated March 28, 1996; Form
of
          Amendment Promissory Note dated March 28, 1996; and Form of Warrant to
          purchase 125,000 shares of Orbit International Corp. Common Stock.
Incorporated
          by reference to Exhibit 10(g) to the Registrant's Annual Report on
Form 10-K for
          the fiscal year ended December 31, 1995.

10 (h)         Credit Agreement between the Company and The Chase Manhattan
Bank dated
          August 4, 1998 including exhibits thereto. Incorporated by reference
to Exhibit
          10(h) to Registrant's Annual Report on Form 10-K for the fiscal year
ended
          December 31, 1998.

10 (i)*        Amendment dated as of March 1, 2000 to the Agreement dated
March 28, 1996
          among Kenneth Freedman, Frederick Meyers, The Panda Group, Inc. and
Orbit
          International Corp.

10 (j)*        Financing Agreement dated January 8, 2001 between the Company
and Rosenthal
          & Rosenthal, Inc. including exhibits and schedules thereto.

10 (k)*   Financing Agreement dated January 8, 2001 between Behlman
Electronics, Inc. and
          Rosenthal & Rosenthal, Inc. including exhibits and schedules thereto.

10 (l)*        Purchase and Sale Agreement between the Company and 80 Cabot
Realty LLC
          dated February 26,2001.

10(m)*    Lease Agreement between the Company and 80 Cabot Realty LLC dated
February
          26, 2001.

16        Letter from Ernst & Young LLP, dated February 16, 2000 confirming
statements
          made by the Company in connection with the Company's Change in
Accountants
          pursuant to Item 304 of Regulation S-K.  Incorporated by reference
to Exhibit 16
          to Registrant's report on Form 8-K/A filed on February 17, 2000.


  21      Subsidiaries of Registrant.  Incorporated by reference to Exhibit 21
to the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31,
          1996.

  23*          Consent of Goldstein Golub Kessler LLP.



(b)  Reports on Form 8-K:
     A report on Form 8-K/A was filed on September 20, 2000 reporting under
Item 5 and a
report on Form 8-K was filed on December 12, 2000 reporting under Item 5.
                         __________
     * Filed herewith.

                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly
authorized.

                                   ORBIT INTERNATIONAL CORP.



Dated: March 30, 2001                   By: /s/ Dennis Sunshine
                                      Dennis Sunshine, President and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the
dates indicated.

<TABLE>
<S>                      <C>                    <C>

SIGNATURE                TITLE                  DATE


 /s/ Dennis Sunshine     President, Chief Executive Officer and DirectorMarch
30, 2001
Dennis Sunshine          (Principal Executive Officer)



 /s/ Mitchell Binder              Vice          March 30, 2001
Mitchell Binder          President-Finance, ChiefFinancial Officer and
Director(Principal Financial Officer)




 /s/ Bruce Reissman      Executive Vice President,Chief Operating March 30, 2001
Bruce Reissman           Officer and
                         Director



 /s/ Harlan Sylvan             Treasurer,       March 30, 2001
Harlan Sylvan            Secretary and Controller


 /s/ Marc Pfefferle      Director               March 30, 2001
Marc Pfefferle


 /s/ John Molloy         Director               March 30, 2001
John Molloy


 /s/ Bernard Karcinell   Director               March 30, 2001
Bernard Karcinell


 /s/ Denis Feldman       Director               March 30, 2001
Denis Feldman
</TABLE>







Exhibit 4 (c)         Orbit International Corp. 2000 Employee Stock Option Plan

                      ORBIT INTERNATIONAL CORP.
                   2000 EMPLOYEE STOCK OPTION PLAN

  (Approved and adopted by the Board of Directors on March 26, 2000)

                         STATEMENT OF PURPOSE

     The 2000 Employee Stock Option Plan (the "Plan") is intended to afford an
incentive to
employees, corporate officers and other key persons employed or retained by
ORBIT
INTERNATIONAL CORP., (the "Company") and its subsidiaries (within the meaning
of Section
424(f) of the Internal Revenue Code of 1986, as amended, hereinafter referred
to as the "Code")
and affiliates to acquire a proprietary interest in the Company and to enable
the Company and its
subsidiaries and affiliates to attract and retain such persons.

                        STATEMENT OF THE PLAN

  1. Shares Subject to the Plan

  Subject to the provisions of Paragraph 10, the total number of shares of
stock which may be
subject to options granted under the Plan shall be 200,000 shares of the
Common Stock, par value
$.10 per share, of the Company ("Common Stock"). Options granted hereunder may
be either
Incentive Stock Options (as hereinafter defined) or non-incentive stock
options. The Company shall
at all times while the Plan is in effect reserve such number of shares of
Common Stock as will be
sufficient to satisfy the requirements of outstanding options granted under
the Plan. The shares of
Common Stock to be issued upon exercise of options granted under the Plan
shall be either
authorized and unissued shares or treasury shares. In the event any option
granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject
thereto may again be
subjected to an option under the Plan.

  2. Eligibility

  Options may be granted only to employees, salaried officers and other key
persons employed or
retained by the Company or its subsidiaries ("Eligible Persons"). As used in
this Plan, the term
"subsidiaries" shall include subsidiaries of a subsidiary. Directors who are
not salaried officers or
employees of the Company or its subsidiaries or who are members of the
Committee (as hereinafter
defined) shall not be eligible for the grant of options under this Plan.
Subject to Section 5, nothing
contained in the Plan shall be construed to prohibit the grant of one or more
options under the Plan
to an Eligible Person by reason of his or her holding options to purchase
shares of Common Stock
or any other securities of the Company granted otherwise than under the Plan.

  3. Administration of the Plan

     (a)    The Plan shall be administered by a committee (the "Committee")
composed of
at least two non-employee directors, each of whom shall be a disinterested
person, as defined by
Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended (the
"34 Act"), which
Committee shall be appointed by the Board. Within the limits of the express
provisions of the
Plan, the Committee shall have the authority to determine, in its absolute
discretion, the
individuals to whom, and the time or times at which, options shall be granted,
the number of
shares to be subject to each option, the option exercise price of the shares
covered by each option
and the term of each option. In making such determinations, the Committee may
take into account
such factors as the Committee, in its absolute discretion, shall deem
relevant. Subject to the
express provisions of the Plan, the Committee shall also have the authority to
interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and
provisions of the respective option instruments or agreements (which need not
be identical) and to
make all other determinations and take all other actions necessary or
advisable for the
administration of the Plan. The Committee's determinations on the matters
referred to in this
Paragraph 3 shall be conclusive. Any determination by a majority of the
members of the
Committee shall be deemed to have been made by the whole Committee.

     (b)  Each member of the Committee shall be indemnified and held harmless
by the
Company against any cost or expense (including counsel fees) reasonably
incurred by him or her,
or liability (including any sum paid in settlement of a claim with the
approval of the Company)
arising out of any act or omission to act in connection with the Plan unless
arising out of such
members' own fraud or bad faith, to the extent permitted by applicable law.
Such indemnification
shall be in addition to any rights of indemnification the members may have as
directors or
otherwise under the By-laws of the Company, any agreement or vote of
stockholders or
disinterested directors or otherwise.

  4. Option Exercise Price

  Except for Incentive Stock Options, the exercise price of each option
granted under the Plan shall
be determined by the Committee in its absolute discretion, but in no event
shall such price be less than
the par value of the shares of Common Stock subject to the option. The
exercise price for Incentive
Stock Options shall not be less than 100% of the fair market value per share
of the Common Stock
at the time the option is granted, nor less than 110% of such fair market
value in the case of an
Incentive Stock Option granted to an individual who, at the time the option is
granted, is a 10%
Holder (as hereinafter defined). The fair market value of shares of Common
Stock shall be determined
in good faith by the Committee, with the approval of the Board.

  5. Maximum Option Grant

  With respect to options which are intended to qualify as Incentive Stock
Options, the aggregate
fair market value (determined as of the time the option is granted) of the
Common Stock with respect
to which Incentive Stock Options granted to any optionee (whether under this
Plan or under any
other stock option plan of the Company or its subsidiaries) become exercisable
for the first time in
any calendar year may not exceed $100,000. The number of shares of Common
Stock for which any
optionee, in any calendar year, may be granted options under the Plan not
treated as Incentive Stock
Options shall be limited to not more than 200,000.

  6. Exercise of Options

   (a)    The Committee, in its absolute discretion, shall determine the time
or times at which
any option granted under the Plan may be exercised; provided, however, that
each such option (i)
shall be exercisable by an optionee only if such optionee was an Eligible
Person (and in the case of
an Incentive Stock Option, was an employee or salaried officer of the Company
or any of its
subsidiaries) at all times beginning from the date of the grant of the option
to a date not more than
three months (except as provided in Section 8 below) before exercise of the
option, (ii) may not be
exercised prior to the expiration of at least six months from the date of
grant except in the case of the
death or disability of the optionee or otherwise with the approval of the
Committee or the Board of
Directors or, if the option agreement evidencing such option so provides, upon
a "change of control",
(iii) shall expire no later than the expiration of ten years (five years in
the case of an Incentive Stock
Option granted to a 10% Holder) from the date of its grant, and (iv) shall not
be exercisable by an
optionee until such optionee executes and delivers a written representation to
the effect that he or she
is acquiring the Common Stock for investment and not with the intent of
distributing the same (unless
such Common Stock shall be appropriately registered under the Securities Act
of 1933 or exempt
from registration thereunder). As a condition of the grant of an option, the
Committee, in its absolute
discretion, may require an Eligible Person to enter into an employment
agreement with the Company
or any affiliate of the Company covering a period of at least one year
following the grant, and if the
grant specifically requires, compliance with all terms and conditions of any
such employment
agreement shall be a condition to the exercise by the optionee of his or her
option (provided,
however, that such compliance may be waived by the Committee in its absolute
discretion).

        (b) Options granted under the Plan shall be exercised by the delivery
by the holder
thereof to the Company at its principal offices (to the attention of the
Secretary) of written notice
of the number of shares with respect to which the option is being exercised,
accompanied by
payment in full of the option exercise price of such shares. The exercise
price shall be payable in
cash; provided, however, that in lieu of payment in cash, an optionee may,
with the approval of
the Company's Board of Directors and on the recommendation of the Committee,
pay for all or
part of the shares to be purchased upon exercise of his or her option (i) by
tendering to the
Company shares of the Company's Common Stock owned by such optionee and having
a fair
market value (as determined pursuant to Paragraph 4) equal to the exercise
price (or the balance
thereof) applicable to such optionee's option or (ii) by payment to the
Company in cash of a per
share price equal to one-tenth of the exercise price (but in no event less
than the par value of the
Common Stock) with the remainder of the exercise price satisfied by the
issuance of a promissory
note (the "Note"), in form satisfactory to counsel to the Company at the time
of grant, subject to
the following conditions: (A) the Note will mature and be payable on the tenth
anniversary of the
exercise date, shall bear interest and be payable at such time or times as the
Committee, in its
absolute discretion, may determine; provided, however, that interest payments
shall be required to
be made not less frequently than annually; (B) the interest rate on the
outstanding principal
amount of the Note shall not be less than the applicable federal rate
(determined pursuant to
Section 1274 of the Code) on the date of the Note; (C) the optionee will have
the right to prepay
at any time the entire, and from time to time any portion of the, unpaid
principal of the Note, any
such prepayments shall be applied to the payments to be made under the Note in
the inverse order
of their maturity and no prepayment shall in any way obligate the Company to
forgive or
accelerate the forgiveness of any portion of the Note; (D) the Company shall
have the right to
require the optionee to pledge the shares acquired pursuant to any exercise of
an option pursuant
to this Section 6(b) as security for payment of the Note and to require such
optionee to enter into
a pledge agreement with respect to such shares in form and substance
satisfactory to counsel to
the Company; and (E) upon the termination of employment with the Company or
its subsidiaries
or affiliates for any reason whatsoever, other than death, disability, or
retirement, the entire
unpaid balance due on the Note shall become and be immediately due and
payable, with accrued
interest, on the sixtieth day after such termination, however upon the
termination of employment
by reason of death, disability or retirement, the payment terms of the Note
shall not accelerate and
the Note shall remain the obligation of the optionee or the optionee's estate.

  (c) The holder of an option shall have none of the rights of a stockholder
with respect to the shares
covered by his or her option until such shares shall be issued to him or her
upon the exercise of his
or her option.

  7. Termination of Service

  In the event that the service of an individual to whom an option has been
granted under the Plan
shall terminate (otherwise than by reason of his or her death or total
disability, or for cause), such
option may be exercised (if and to the extent that such individual was
entitled to do so at the date of
termination of his or her service) at any time within three months after such
termination and in no
event after the expiration of the term of the option. No option granted under
the Plan may be
exercised by an optionee following termination of such optionee's employment
for cause.
"Termination for cause" shall mean dismissal for dishonesty, conviction or
confession of a crime
punishable by law (except minor violations), fraud, misconduct or disclosure
of confidential
information. If the service of an individual to whom an option has been
granted under the Plan shall
be suspended pending an investigation of whether or not the individual shall
be terminated for cause,
all of the individuals rights under any option granted hereunder likewise
shall be suspended during
the period of investigation.

  8. Death or Total Disability of an Option Holder

   In the event of the death or total disability of an individual to whom an
option has been granted
under the Plan (i) while serving as an Eligible Person or (ii) within three
months after the
termination of such service, otherwise than for cause, such option may be
exercised (if and to the
extent that the deceased individual was entitled to do so at the date of his
or her death or total
disability) by a legatee or legatees of such optionee under such individual's
last will and testament
or by his or her personal representatives or distributees, at any time within
twelve months after his
or her death or total disability, but in no event after the expiration of the
term of the option.

   As used in this Plan, the term "total disability" refers to a mental or
physical impairment of the
individual which has lasted or is expected to last for a continuous period of
12 months or more
and which causes the individual to be unable, in the opinion of the Company
and two (if more
than one is required by the Company in its sole discretion) independent
physicians, to perform his
or her duties for the Company and to be engaged in any substantial gainful
activity.  Total
disability shall be deemed to have occurred on the first day after the Company
and the two (if
more than one is required by the Company in its sole discretion) independent
physicians have
furnished their opinion of total disability to the Committee.

  9. Non-transferability of Options

  Except as provided in the following sentence, an option shall not be
transferable otherwise than
by will or the laws of descent and distribution and is exercisable during the
lifetime of the employee
only by him or his guardian or legal representative. The Committee shall have
discretionary authority
to grant options which will be transferable to members of an optionee's
immediate family, including
trusts for the benefit of such family members and partnerships in which such
family members are the
only partners. A transferred option would be subject to all of the same terms
and conditions as if such
option had not been transferred. Upon any attempt to transfer an option
granted under this Plan
otherwise than as permitted hereunder, or upon the levy of attachment or
similar process upon such
option, such option shall automatically become null and void and of no further
force and effect.

  10.     Form of Option

  Each option granted pursuant to the Plan shall be evidenced by an agreement
(the "Option
Agreement") which shall clearly identify the status of the options granted
thereunder (i.e, whether an
Incentive Stock Option or non-incentive stock option) and which shall be
substantially in the form
attached hereto as Exhibit A. The Option Agreement shall comply in all
respects with the terms and
conditions of the Plan and may contain such additional provisions, including,
without limitation,
restrictions upon the exercise of the option, as the Committee shall deem
advisable.

  11.     Adjustments Upon Change in Capitalization

  In the event of changes in the outstanding shares of Common Stock of the
Company by reason of
stock dividends, stock splits, reverse stock splits, recapitalizations,
mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations or
liquidations, the number and
class of shares available under the Plan, the number and class of shares or
the amount of cash or other
assets or securities available upon the exercise of any option granted
hereunder and the number of
shares as to which options are to be granted to an optionee shall be
correspondingly adjusted, to the
end that the optionee's proportionate interest in the Company, any successor
thereto or in the cash,
assets or other securities into which shares are converted or exchanged shall
be maintained to the
same extent, as near as may be practicable, as immediately before the
occurrence of any such event.
All references in this Plan to "Common Stock" from and after the occurrence of
such event shall be
deemed for all purposes of this Plan to refer to such other class of shares or
securities issuable upon
the exercise of options granted pursuant hereto.


  12.     Material Transaction, Liquidation or Dissolution of the Company

        (a) In the event of a reorganization, merger or consolidation in which
the Company
is not the surviving corporation, or a sale of all or substantially all of the
assets of the Company to
another person or entity (each a "Material Transaction"), unless otherwise
provided in the Option
Agreement, the Committee shall:

              i. Provide for the assumption of outstanding options, or the
substitution of
outstanding options for new options, for equity securities of the surviving,
successor or
purchasing corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the
number, kind and option prices of shares subject to such options, as
determined in good faith by
the Board of Directors in its sole discretion; or

              ii.   Provide that the vesting of each outstanding option shall
automatically be
accelerated so that 100% of the unvested shares of Common Stock covered by
such option shall
be fully vested upon the consummation of the Material Transaction, and

                  1.     Provide notice to optionees that all outstanding
options must be
exercised on or before a specified date (which date shall be at least five
days from the date of
notice), after which the options shall terminate; or

                  2.     Terminate each outstanding option in its entirety and
exchange such
options for a payment of cash, securities and/or property equal to the fair
market value of the
Common Stock into which the options are convertible, less the exercise price
for such options.

        (b) In the event of the dissolution or liquidation the Company,
whether voluntary
or otherwise, that is not a Material Transaction, all outstanding but
unexercised options must be
exercised, if at all, within the ninety (90) day period commencing on the date
specified in
subparagraph (c) below. All options which become exercisable during the ninety
(90) day period
commencing on the date specified in subparagraph (b) below, shall terminate at
the end of such
ninety (90) day period to the extent not exercised prior thereto.

        (c) The date specified in this subparagraph (b) is the date of the
earliest to occur of
the following events:

              i.    The entry, in a court having jurisdiction, of an order
that the Company be
liquidated or dissolved;

             ii.    Adoption by the stockholders of the Company of a
resolution resolving
that the Company be liquidated or dissolved voluntarily; or

              iii.  Adoption by the stockholders of the Company of a
resolution to the effect
that the Company cannot, by reason of its liabilities, continue its business
and that it is advisable
to liquidate or dissolve the Company

     Notwithstanding anything herein to the contrary, in no event may any
option granted
hereunder be exercised after the expiration of the term of such option.

  13.     Further Conditions of Exercise

  Each option granted under the Plan shall be subject to the requirement that
if at any time the
Committee shall determine, in its absolute discretion, that it is necessary or
desirable as a condition
of, or in connection with the grant of such option or the exercise thereof, to
effect or obtain, as the
case may be, (i) the listing, registration or qualification of the shares
subject to such option upon any
securities exchange or under any state or federal law; or (ii) the consent or
approval of any
governmental body; or (iii) any investment representation or agreement by the
individual desiring to
exercise such option; or (iv) an opinion of counsel for the Company, then, no
such option may be
exercised in whole or in part unless such listing, registration,
qualification, consent, approval,
investment or representation agreement or opinion shall have been effected or
obtained, as the case
may be, free of any condition not acceptable to the Board or the Committee.

  14.     Termination, Modification and Amendment

        (a) The Plan (but not options previously granted under the Plan) shall
terminate on, and
no options shall be granted after, the tenth anniversary of its adoption by
the Board; provided that
the Board may at any time terminate the Plan prior thereto.

(b)       The Board shall have complete power and authority to modify or amend
the Plan
          (including the form of Option Agreement) from time to time in such
respects as it
          shall deem advisable; provided, however, that the Board shall not,
without the
          approval of the votes represented by a majority of the outstanding
Common Stock of
          the Company present or represented and entitled to vote at a meeting
of stockholders
          duly held in accordance with the applicable laws of the Company's
jurisdiction of
          incorporation or by the written consent of stockholders owning stock
representing a
          majority of the votes of the Company's outstanding stock entitled to
vote, (i) increase
          the maximum number of shares which in the aggregate are subject to
options under
          the Plan (except as provided by Section 11), (ii) extend the term of
the Plan or the
          period during which options may be granted or exercised, (iii)
reduce the option price,
          in the case of Incentive Stock Options below 100% (110% in the case
of an Incentive
          Stock Option granted to a 10% Holder) of the fair market value of
the Stock issuable
          upon exercise of options at the time of the granting thereof, other
than to change the
          manner of determining the fair market value thereof, (iv) increase
the maximum
          number of shares of Common Stock for which any employee may be
granted options
          under the Plan pursuant to Section 5, (v) materially increase the
benefits accruing to
          participants under the Plan, (vi) modify the requirements as to
eligibility for
          participation in the Plan, or (vii) with respect to options which
are Incentive Stock
          Options amend the Plan in any respect which would cause such options
to no longer
          qualify for Incentive Stock Option treatment pursuant to the
Internal Revenue Code;
          provided, however, that none of the provisions referred to in
Section (c)(2)(ii) of Rule
          16b-3 promulgated under the 34 Act, may be amended more frequently
than once
          every six months other than to comport with changes in the Internal
Revenue Code,
          the Employee Retirement Income Security Act or the rules thereunder.
No
          termination or amendment of the Plan shall, without the consent of
the individual
          optionee, adversely affect the rights of such optionee under an
option theretofore
          granted to him or under such optionee's Option Agreement.

  15.     Taxes

  The Company may make such provisions as it may deem appropriate for the
withholding of any
taxes which it determines is required in connection with any options granted
under the Plan or the
exercise of such options, including the withholding of shares purchased upon
exercise. The Company
may further require notification from the optionees upon any disposition of
Common Stock acquired
pursuant to the exercise of options granted hereunder.

  16.     Effectiveness Of The Plan

  The Plan shall become effective immediately upon its approval and adoption
by the Board, subject
to approval by a majority of the votes of the outstanding shares of capital
stock of the Company cast
at any duly called annual or special meeting of the Company's stockholders
held within one year from
the date of Board adoption and approval.

  17.     Code References and Definitions

     Whenever reference is made in this Plan to a section of the Internal
Revenue Code, the
reference shall be to said section as it is now in force or as it may
hereafter be amended by any
amendment which is applicable to this Plan. The term "subsidiary" shall have
the meaning given to
the term "subsidiary corporation" by Section 424(f) of the Internal Revenue
Code. The term
"Incentive Stock Option" shall have the meaning given to it by Section 422 of
the Internal Revenue
Code. The term "10% Holder" shall mean any person who, for purposes of Section
422 of the
Internal Revenue Code owns more than 10% of the total combined voting power of
all classes of
stock of the employer corporation or of any subsidiary corporation.

  18.     Miscellaneous

     With respect to persons subject to Section 16 of the 34 Act, transactions
under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the 1934 Act.
To the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.


                              EXHIBIT A

                      ORBIT INTERNATIONAL CORP.

                 NON-QUALIFIED STOCK OPTION AGREEMENT

TO:   _____________________

     We, Orbit International Corp. ("we" or the "Company"), are pleased to
inform you that
you have been awarded stock options under the Orbit International Corp. 2000
Employee
Stock Option Plan (the "Plan"). When you sign and return to the Company the
Acceptance and
Acknowledgment attached to this Stock Option Agreement you will be entitled to
receive non-
qualified stock options for the purchase of ___________ shares (the "Option")
of the
Company's Common Stock at an exercise price of $____ per share.  A copy of the
Plan is
attached, and the provisions thereof, including, without limitation, those
relating to
withholding taxes, are incorporated into this Agreement by reference. You are
sometimes
referred to herein as the "Optionee."

     The terms of the Option are as set forth in the Plan and in this
Agreement.  Certain of
the terms set forth in the Plan are summarized below; however, reference
should be made to
the Plan for the complete terms.

     Term:  This option shall terminate ten years from date of grant, unless
sooner
terminated.

     Exercise:  During your lifetime only you can exercise the Option.  The
Plan also
provides for exercise of the Option by the personal representative of your
estate or the
beneficiary thereof following your death.  You may use the Notice of Exercise
in the form
attached to this Agreement when you exercise the Option.

     Notices:  All notices sent in connection with this Option shall be in
writing and, if to
the Company, shall be delivered personally to the Secretary of the Company or
mailed to its
principal office, addressed to the attention of the Secretary and, if to the
Optionee, shall be
delivered personally or mailed to the Optionee at the address noted on the
attached
Acceptance and Acknowledgment.  Such addresses may be changed at any time by
notice
from one party to the other.

     Payment for Shares:  The Option may be paid for by delivery to the
Company of the
following together with the properly executed Notice of Exercise:

     (a)  Cash, personal check (unless, at the time of exercise, the Plan
Administrator
determines otherwise), bank certified or cashier's checks;

     (b)  Unless the Plan Administrator in its sole discretion determines
otherwise,
shares of the capital stock of the Company held by you having a fair market
value at the time
of exercise, as determined in good faith by the Plan Administrator, equal to
the exercise price;

     (c)  A properly executed Notice of Exercise together with cash, personal
check
(unless, at the time of exercise, the Plan Administrator determines
otherwise), bank certified
or cashier's checks equal to one-tenth of the exercise price and a promissory
note in favor of
the Company equal to the remaining exercise price.

     The forms of payment set forth in paragraphs (b) and (c) above shall not
be allowable
for those persons who are subject to Section 16(b) of the Securities Exchange
Act of 1934 at
the time of exercise.  The Company shall have the right to require you to
enter into a pledge
agreement with regard to any shares acquired pursuant the form of payment set
forth in
paragraph (c).

     Upon receipt of written notice of exercise and payment and delivery of
any other
required documentation, the Company shall deliver to the person exercising the
Option a
certificate or certificates for such shares.  It shall be a condition to the
performance of the
Company's obligation to issue or transfer Common Stock upon exercise of this
option that the
Optionee pay, or make provision satisfactory to the Company for the payment
of, any taxes
which the Company is obligated to collect with respect to the issue or
transfer of Common
Stock upon exercise.

     Termination:  If your employment by the Company is terminated for cause
(as defined
in the Plan), the Option will terminate as of the first discovery by the
Company of any such
cause.  If your employment stops because of your death or total disability,
the Option shall
terminate 12 months after your employment stops.  Otherwise the Option will
terminate 3
months after your employment with the Company ends.

     Nothing in the Plan or in this Agreement shall confer on the Optionee any
right to
continue in the employ of the Company or any parent or subsidiary of the
Company or
interfere in any way with the right of the Company or any parent or subsidiary
of the Company
to terminate the employment of the Optionee at any time.

     Transfer of Option:  The Option is not transferable except by will or by
the applicable
laws of descent and distribution.

     Vesting:  The Option vests one year from the date hereof.

     Date of Grant:  The date of grant of the Option is _______________.


     YOUR PARTICULAR ATTENTION IS DIRECTED TO SECTION 6 OF THE
PLAN WHICH DESCRIBES CERTAIN IMPORTANT CONDITIONS RELATING
TO FEDERAL AND STATE SECURITIES LAWS THAT MUST BE SATISFIED
BEFORE THE OPTION CAN BE EXERCISED AND BEFORE THE COMPANY
CAN ISSUE ANY SHARES TO YOU.  THE COMPANY HAS NO OBLIGATION TO
REGISTER THE SHARES THAT WOULD BE ISSUED UPON THE EXERCISE OF
YOUR OPTION, AND IF SUCH SHARES ARE NOT REGISTERED, YOU WILL
NOT BE ABLE TO EXERCISE THE OPTION UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.  AT THE PRESENT TIME, EXEMPTIONS
FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS
ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO YOU PRIOR TO THE
EXPIRATION OF THE OPTION.  CONSEQUENTLY, YOU MIGHT HAVE NO
OPPORTUNITY TO EXERCISE THE OPTION AND TO RECEIVE SHARES UPON
SUCH EXERCISE.  IN ADDITION, YOU SHOULD CONSULT WITH YOUR TAX
ADVISOR CONCERNING THE RAMIFICATIONS TO YOU OF HOLDING OR
EXERCISING YOUR OPTIONS OR HOLDING OR SELLING THE SHARES
UNDERLYING SUCH OPTIONS.

     You understand that, during any period in which the shares which may be
acquired
pursuant to your Option are subject to the provisions of Section 16 of the
Securities Exchange
Act of 1934 (and you are also so subject), in order for your transactions
under the Plan to
qualify for the exemption from Section 16(b) provided by Rule 16b-3, a total
of six months
must elapse between the grant of the Option and the sale of shares underlying
the Option.

     All decisions or interpretations made by the Stock Option Committee with
regard to
any question arising hereunder or under the Plan shall be binding and
conclusive on the
Company and the Optionee.

     This Agreement shall bind and inure to the benefit of the parties hereto
and the
successors and assigns of the Company and, to the extent provided in the Plan,
the executors,
administrators, legatees, and heirs of the Optionee.

     Please execute the Acceptance and Acknowledgment set forth below on the
enclosed
copy of this Agreement and return it to the undersigned.

                              Very truly yours,

                              ORBIT INTERNATIONAL CORP.

                              By: ______________________________
                                    Dennis Sunshine
Dated: ________________         President and Chief Executive Officer
INSTRUCTION:  PLEASE COMPLETE THE INFORMATION REQUESTED
BELOW, DETACH THIS PAGE AFTER SIGNING WHERE INDICATED AND
RETURN TO THE COMPANY.



                    ACCEPTANCE AND ACKNOWLEDGMENT


     I, a resident of the State of __________________________________, accept
the non-
qualified stock option described in the Non-Qualified Stock Option Agreement
dated
________________ and in the Orbit International Corp.  2000 Employee Stock
Option Plan
and acknowledge receipt of a copy of this Agreement, including a copy of the
Plan.  I have
read and understand all the provisions and limitations of the Plan,
particularly those relating to
non-qualified stock options and the provisions of Section 6 of the Plan
relating to securities
regulations.



Dated: ____________________________________




_______________________________________ __________________________________
       Social Security Number       Signature

                  Name: ____________________________
                                        (please print)

                  Address: __________________________

                  __________________________________

                  __________________________________



                      ORBIT INTERNATIONAL CORP.
                          NOTICE OF EXERCISE

              _________________________________________
                         (NAME, PLEASE PRINT)

               ________________________________________
                                (DATE)

Orbit International Corp.
80 Cabot Court
Hauppauge, New York  11788

Gentlemen:

      I hereby exercise my right to purchase           shares of Common Stock
of Orbit
International Corp., a Delaware corporation, pursuant to, and in accordance
with, the Orbit
International Corp.  2000 Non-Qualified Stock Option Agreement ("Agreement")
dated
_____________.  As provided in that Agreement, I deliver herewith a certified
or bank cashier's
check in the amount of the aggregate option price.  Please deliver to me stock
certificates
representing the subject shares registered as follows:

      Name: _____________________________________________________

      Address: ___________________________________________________

      ___________________________________________________________

      Social Security Number _______________________________________

      The aggregate exercise price is $            (total number of shares to
be purchased x
$____).

      (1)  Tax Implications.  I understand that there are certain tax
implications to my exercise
of my right to purchase shares of Common Stock under the Agreement.  I further
understand that
it is my obligation to confer with my own tax advisor with respect to such tax
implications.

      (2) Securities Regulation.  I understand that the Company may require me
to represent
         that the shares of Common Stock I propose to purchase are not being
acquired for
         resale of such securities.
                  Very truly yours,
                  ____________________________
                  Signature



Exhibit 10 (i)      Amendment dated as of March 1, 2000 to the Agreement dated
March 28,
          1996 among Kenneth Freedman, Frederick Meyers, The Panda Group, Inc.
and Orbit
          International Corp.

                   AMENDMENT TO EAST WEST AGREEMENT


AMENDMENT DATED AS OF MARCH 1, 2000 TO THE AGREEMENT DATED MARCH 28, 1996
("AGREEMENT") BY AND BETWEEN KENNETH FREEDMAN ("FREEDMAN"), RESIDING AT 8030
BALD
EAGLE DRIVE, PARK CITY, UTAH 84060, FREDERICK MEYERS ("MEYERS"), RESIDING AT
335 HARBOR
DRIVE, LIDO BEACH, NEW YORK 11561, THE PANDA GROUP ("SELLER"), A NEW YORK
CORPORATION
WITH ITS PRINCIPAL OFFICE AT 335 HARBOR DRIVE, LIDO BEACH, NEW YORK 11561 AND
ORBIT
INTERNATIONAL CORP. ("ORBIT") WITH ITS PRINCIPAL OFFICE AT 80 CABOT COURT,
HAUPPAUGE, NEW
YORK 11788.

THE PARTIES AGREE THAT ORBIT HAS FULFILLED ALL ITS OBLIGATIONS UNDER THE
AGREEMENT WITH
THE EXCEPTION OF $850,000 REMAINING DUE UNDER THE AMENDED PROMISSORY NOTE
DATED MARCH
28, 1996 WHICH PAYMENTS ARE NOT TO COMMENCE UNTIL MARCH 31, 2002 AND ITS
CONTINGENT
OBLIGATION TO FREEDMAN AND MEYERS IN CONNECTION WITH THE WARRANT PURSUANT TO
SECTION 5 OF
THE AGREEMENT.

Whereas Freedman and Meyers have requested and Orbit has agreed to amend the
AGREEMENT subject to the terms and conditions of this AMENDMENT as follows:

Orbit agrees to continue to provide Freedman and Meyers medical insurance for
a period of sixty
  (60) months commencing February, 2000 pursuant to the same terms and
conditions of
  Section 3 of the AGREEMENT.
Orbit will continue to reimburse Freedman and Meyers for their automobile
lease and automobile
  insurance thereon for a period of sixty (60) months commencing February,
2000 pursuant to
  the same terms and conditions of Section 4 of the AGREEMENT.
Freedman and Meyers agree to assist Orbit in the sale of the East/West name.
Orbit agrees to pay
  for any expenses incurred by Freedman and Meyers in connection with this
effort but such
  expenses are not to exceed $12,000 in total on an annual basis.  Orbit has
the right to
  terminate such arrangement at the end of 60 months.
Freedman and Meyers agree that Orbit's outstanding obligation under the
Amended Promissory
  Note dated March 28, 1996 has been reduced from $850,000 to $660,000 less
all amounts to
  be paid pursuant to #1, #2 and #3 above.  Payments will commence March, 2000
and will be
  paid quarterly through December, 2004.  The parties agree that Orbit's
obligation to
  Freedman and Meyers pursuant to paragraphs #1, #2, #3 and #4 of this
AMENDMENT will
  equal $132,000 per year for five (5) years.
Orbit will provide Freedman and Meyers an accounting at least once per year
and the December
  quarterly payment will be adjusted accordingly so the total payments for
each of the five (5)
  years will equal $132,000.
Orbit agrees that those quarterly payments that will be made pursuant to
paragraph #4 will be
  payable 50% to Freedman and 50% to Meyers.
1.   Freedman and Meyers agree that pursuant to Section 5 of the AGREEMENT,
the period in
     which they may require Orbit to redeem the Warrant pursuant to the terms
and conditions of
     Section 5 would not commence until (5) years and three (3) months from
the date of issuance
     of the Warrant (i.e. June 30, 2001).




 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT on the date
first above written.


ORBIT INTERNATIONAL CORP.



By:__________________________



THE PANDA GROUP, INC.



By:__________________________



_____________________________
KENNETH FREEDMAN



_____________________________
FREDERICK MEYERS



Exhibit 10 (j)      Financing Agreement dated January 8, 2001 between the
Company and
          Rosenthal & Rosenthal, Inc. including exhibits and schedules
thereto.

                     ROSENTHAL & ROSENTHAL, INC.

                         Financing Agreement


AGREEMENT dated January 8, 2001 between ORBIT INTERNATIONAL CORP.
("BORROWER"), a corporation duly organized and presently existing in good
standing under the
laws of the State of Delaware whose chief executive office is at 80 Cabot
Court, Hauppauge, NY
11788, and ROSENTHAL & ROSENTHAL, INC. ("LENDER"), a New York corporation with
an address at 1370 Broadway, New York, New York 10018.

      Borrower desires to obtain loans and other financial accommodations from
Lender on a
revolving basis upon the security of the "Collateral" as herein defined. Now,
therefore, Borrower
and Lender agree as follows.


SECTION 1 DEFINITIONS

      As used in this Agreement, these terms shall have the following meanings
which shall be
applicable to both the singular and plural forms of such terms.


     1.1  "ACCOUNT DEBTOR" shall mean the account debtor with respect to a
Receivable and
any other Person who is obligated on such Receivable.

     1.2  "AFFILIATE" of a party shall mean any entity controlling, controlled
by, or under
common control with, the party, and the term "controlling" and such variations
thereof shall mean
ownership of a majority of the voting power of a party.

     1.3  "BUSINESS DAY" shall mean a day on which Lender and major banks in
New York
City are open for the regular transaction of business.

     1.4 ADEFAULT@ shall have the meaning provided in section 8.1 hereof.

     1.5  AEFFECTIVE RATE@ shall have the meaning provided in Section 3.1
hereof.

     1.6  "ELIGIBLE RECEIVABLES" shall mean Receivables created by Borrower in
the regular
course of its business which are and at all times shall continue to be
acceptable to Lender in all
respects. Standards of eligibility may be fixed and revised from time to time
solely by Lender in its
exclusive judgment. In determining eligibility Lender may, but need not, rely
on ageings, reports
and schedules of Receivables furnished by Borrower, but reliance thereon by
Lender from time to
time shall not be deemed to limit Lender's right to revise standards of
eligibility at any time. In
general, a Receivable shall not be deemed eligible unless the Account Debtor
on such Receivable
is and at all times continues to be acceptable to Lender and unless each
Receivable complies in all
respects with the representations, covenants and warranties hereinafter set
forth.

     1.7  "ELIGIBLE INVENTORY" shall mean Inventory owned by Borrower in the
regular course
of its business which is and at all times shall continue to be acceptable to
Lender in all respects.
Standards of eligibility may be fixed and revised from time to time solely by
Lender in its
exclusive judgment. In determining eligibility, Lender may, but need not, rely
on certificates of
inventory and reports furnished by Borrower, but reliance thereon by Lender
from time to time
shall not be deemed to limit Lender's right to revise standards of eligibility
at any time. In general,
Inventory shall not be deemed eligible unless it complies in all respects with
the representations,
covenants and warranties hereinafter set forth, made by Borrower with respect
thereto.


     1.8  AGAAP@ shall mean generally accepting accounting principles in the
United States of
America as in effect from time to time as set forth in the opinions and
pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and the
elements and pronouncements of the Financial Accounting Standards Board which
are applicable
to the circumstances as of the date of determination consistently applied.

     1.9  "INVENTORY" shall mean Inventory as defined in the Inventory
Security Agreement
executed by Borrower in favor of Lender.

     1.10 AINVENTORY ADVANCE PERCENTAGE@ shall mean the Inventory Advance
Percentage as
defined in section 2.1 hereof.

     1.11  "LOAN ACCOUNT" shall mean the Loan Account as described in Section
2.1 hereof.

     1.12 AMARGIN@ shall mean ONE AND THREE QUARTER percent (1.75%) per annum.

     1.13 AMAXIMUM CREDIT FACILITY@ shall mean $1,000,000.

     1.14  "MAXIMUM RATE" shall have the meaning provided in Section 9.2 hereof.

     1.15  "NET AMOUNT OF ELIGIBLE RECEIVABLES" shall mean the gross amount of
Eligible
Receivables less sales, excise or similar taxes, returns, discounts, claims,
credits and allowances of
any nature at any time issued, owing, granted, outstanding or claimed, and
less (without
duplication) all amounts payable by any Account Debtor on Eligible Receivables
if any Eligible
Receivable of such Account Debtor is unpaid more than ninety (90) days
following its invoice
date.

     1.16  "OBLIGATIONS" shall mean all obligations, liabilities and
indebtedness of Borrower to
Lender or an Affiliate of Lender, however evidenced, arising under this
Agreement, under any
other or supplemental financing provided to Borrower by Lender or an Affiliate
of Lender, or
independent hereof or thereof, whether now existing or incurred from time to
time hereafter and
whether before or after termination hereof, absolute or contingent, joint or
several, matured or
unmatured, direct or indirect, primary or secondary, liquidated or
unliquidated, and whether
arising directly or acquired from others (whether acquired outright, by
assignment unconditionally
or as collateral security from another and including, without limitation,
participations or interest
of Lender in obligations of Borrower to others), and including (without
limitation) all of Lender's
charges, commissions, fees, interest, expenses, costs and attorneys' fees
chargeable to Borrower in
connection therewith.

     1.17  "OVER-ADVANCE " shall mean any portion of all loans and advances
which on any
day exceeds (a) the product of the Receivables Advance Percentage multiplied
by the Net Amount
of Eligible Receivables, plus (b) the product of the Inventory Advance
Percentage multiplied by
the Eligible Inventory.

     1.18 APERSON@ shall mean any person, firm, corporation, partnership,
limited liability
company, association, company, trust, estate, custodian, nominee or other
individual or entity.

     1.19  "PRIME RATE" shall mean the prime rate from time to time publicly
announced in
New York City by The Chase Manhattan Bank.

     1.20  "RECEIVABLES" shall mean all obligations to Borrower for the
payment of money
arising out of the sale of goods or the rendering of services by Borrower, now
existing or
hereafter arising, however evidenced, including without limitation all
accounts, contract rights,
general intangibles, documents, chattel paper and instruments (as each of such
terms is defined in
the New York Uniform Commercial Code).

     1.21  "RECEIVABLE ADVANCE PERCENTAGE" shall mean the Advance Percentage
as defined
in Section 2.1 hereof.
SECTION 2 LOANS

     2.1  Lender shall, in its discretion, make loans to Borrower from time to
time, at
Borrower's request, which loans in the aggregate shall not exceed the lesser
of (i) eighty percent
(80%) (the "Receivables Advance Percentage") of the Net Amount of Eligible
Receivables which
have been validly assigned to Lender and in which Lender holds a perfected
security interest
pursuant to the terms hereof ranking prior to and free and clear of all
interests, claims, and rights
of others; or (ii) the Maximum Credit Facility . The making of any loan in
excess of the
percentages set forth above shall not be deemed to modify such percentage or
create any
obligation to make any further such loan. All loans (and all other amounts
chargeable to Borrower
under this Agreement or any supplement hereto) shall be charged to a Loan
Account in
Borrower's name on Lender's books. Lender shall render to Borrower each month
a statement of
the Loan Account (and all credits and charges thereto) which shall be
considered correct and
accepted by Borrower and conclusively binding upon Borrower as an account
stated except to the
extent that Lender receives a written notice by registered mail of Borrower's
exceptions within 30
days after such statement has been mailed by ordinary mail to Borrower.


SECTION 3 LENDER'S CHARGES

     3.1  Borrower agrees to pay to Lender each month interest (computed on
the basis of the
actual number of days elapsed over a year of 360 days) on the average daily
balances in the Loan
Account during the preceding month at a rate (the AEffective Rate@)equal to
the Prime Rate plus
the Margin. The Effective Rate above shall increase or decrease by one-quarter
of one per cent
(1/4 of 1%) per annum for each increase or decrease, respectively, of
one-quarter of one per cent
(1/4 of 1%) per annum in the Prime Rate; and provided further, that no
decrease in the Prime
Rate below 6% per annum shall be given any effect. Any change in the Effective
Rate due to a
change in the Prime Rate shall take effect on the date of such change in the
Prime Rate.

     3.2  Borrower shall pay to Lender an annual facility fee in the amount of
one half of one
percent (2 of 1%) of the Line of Credit payable at  (a) the closing date and
(b) on each Renewal
Date thereafter.

     3.3  Should Lender arrange to open Letters of Credit or issue guaranties
for Borrower's
account, Borrower agrees to pay Lender an amount equal to 1/2 of 1% of the
face amount of
such Letters of Credit or guaranties, plus an additional 1/4 of 1% for each 30
days or portion
thereof that the Letter of Credit (or any resulting acceptance) or guaranty
remains open and
unpaid, plus bank charges.

     3.4  A statement of all of Lender's charges shall accompany each monthly
statement of the
Loan Account and such charges shall be payable by Borrower within 5 days after
receipt of such
statement. In lieu of the separate payment of charges, Lender at its option,
shall have the right to
debit the amount of such charges to Borrower's Loan Account, which charges
shall be deemed to
be first paid by amounts subsequently credited to the Loan Account. As more
fully provided in
Section 9.2 hereof, in no event shall the interest charges hereunder exceed
the Maximum Rate.


SECTION 4 SECURITY INTEREST IN COLLATERAL

     4.1  As security for the prompt performance, observance and payment in
full of all of the
Obligations, Borrower grants to Lender a security interest in, a continuing
lien upon and a right of
setoff against, and Borrower hereby assigns, transfers, pledges and sets over
to Lender
(collectively, including any other assets of Borrower in which Lender may be
granted a security
interest, the "Collateral"): (i) all Receivables (whether or not Eligible
Receivables and whether or
not specifically listed on any schedules, assignments or reports furnished to
Lender), (ii) all of
Borrower's property, and the proceeds thereof, now or hereafter held or
received by or in transit
to Lender or held by others for Lender's account, including any and all
deposits, balances, sums
and credits of Borrower with, and any and all claims of Borrower against,
Lender, at any time
existing, but specifically not including any real property, (iii) all credit
insurance policies, and all
other insurance and all guarantees relating to the Receivables or other
Collateral, (iv) all books,
records and other general intangibles evidencing or relating to Receivables or
other Collateral; all
deposits, or other security for the obligation of any person under or relating
to Receivables, all of
the Borrower's rights and remedies of whatever kind or nature it may hold or
acquire for the
purpose of securing or enforcing Receivables; all right, title and interest of
the Borrower in and to
all goods relating to, or which by sale have resulted in, Receivables,
including goods returned by
or reclaimed or repossessed from Account Debtors and all goods described in
copies of invoices
delivered by Borrower to Lender; all rights of stoppage in transit, replevin,
repossession and
reclamation and all other rights and remedies of an unpaid vendor or lienor,
and all proceeds of
any Letter of Credit naming Borrower as beneficiary and which provides for,
guarantees or
assures the payment of any Receivable; (v) all general intangibles whether or
not arising out of the
sale of goods or rendition of services, and including without limitation
choses in action, causes of
action, tax refunds (and claims), and reversions from terminated pension
plans; and (vi) all
proceeds of such Collateral, in any form, including, without limitation, cash,
non-cash items,
checks, notes, drafts and other instruments for the payment of money. Such
security interest in
favor of Lender shall continue during the term of this Agreement and until
payment in full of all
Obligations, whether or not this Agreement shall have sooner terminated.

     4.2  At Lender's request, Borrower will mark its ledger cards, books of
account and other
records relating to Receivables with appropriate notations satisfactory to
Lender disclosing that
the Receivables have been assigned to Lender and will provide Lender with
confirmatory
assignment schedules in form satisfactory to Lender, copies of customers'
invoices, evidence of
shipment or delivery, and such further information as Lender may require.
Borrower will take any
and all steps and observe such formalities as Lender may request from time to
time to create and
maintain in Lender's favor a valid and first lien upon, security interest in
and pledge of all of
Borrower's Receivables and all other Collateral, including without limitation
by way of filing
financing statements and other notices and amendments and renewals thereof
that may be
requested by Lender to maintain such security interest in and pledge of the
Collateral.


SECTION 5 CUSTODY AND INSPECTION OF COLLATERAL AND RECORDS;
     COLLECTION AND HANDLING OF COLLATERAL

     5.1  Until Borrower's authority so to do is terminated at any time by
notice from Lender,
Borrower will, at its own expense and on Lender's behalf, collect as Lender's
property and in trust
for Lender all payments and prepayments on Receivables, and shall not
commingle such
collections with Borrower's own funds. As to all moneys so collected,
including all prepayments
by customers, Borrower shall on the day received remit all such collections to
Lender in the form
received. All amounts collected on Receivables when received by Lender shall
be credited to
Borrower's Loan Account, adding three Business Days for collection and
clearance of
remittances. Such credits shall be conditional upon final payment to Lender.
Nothing contained in
this Section 5.1, or otherwise in the Agreement, shall be deemed to reduce
Lender=s rights and
powers pursuant to Section 7 of this Agreement.

     5.2  All records, ledger sheets, correspondence, contracts and
documentation relating to
or evidencing Receivables shall, until delivered to Lender or removed by
Lender from Borrower's
premises, be kept on Borrower's premises, without cost to Lender, in
appropriate containers in
safe places, bearing suitable legends identifying them and all related files,
containers, receptacles
and cabinets as being under Lender's dominion and control. Lender shall at all
reasonable times
have full access to and the right to examine and make copies of Borrower's
books and records, to
confirm and verify all Receivables assigned to Lender and to do whatever else
Lender deems
necessary to protect its interest. Lender may at any time remove from
Borrower's premises, or
require Borrower to deliver any contracts, documentation, files and records
relating to
Receivables, or Lender may, without cost or expense to Lender, use such of
Borrower's
personnel, supplies and space at Borrower's places of business as may be
reasonably necessary for
collection of Receivables.

     5.3  Borrower will immediately upon obtaining knowledge thereof report to
Lender all
reclaimed, repossessed or returned merchandise, Account Debtor claims and any
other matter
affecting the value, enforceability or collectibility of Receivables. Any
merchandise reclaimed or
repossessed by or returned to Borrower will, at the cost and expense of
Borrower, be set aside,
marked with the name of the Lender and will be held by Borrower for the
account of Lender and
subject to Lender's security interest. All claims and disputes relating to
Receivables are to be
promptly adjusted by Borrower with the prior approval of Lender and within a
reasonable time, at
its own cost and expense. Lender may, at its option, settle, adjust or
compromise claims and
disputes relating to Receivables which are not adjusted by Borrower within a
reasonable time.

     5.4  Borrower shall reimburse Lender on demand for all costs of
collection incurred by
Lender in efforts to enforce payment of Receivables, recovery of or
realization upon any other
Collateral, including attorneys' fees and the fees and commissions of
collection agencies. All and
any fees, costs and expenses, of whatever kind and nature, including taxes of
any kind, which
Lender may incur in filing public notices (including appraisal fees and
advertising costs), and the
reasonable charges of any attorney whom Lender may engage in preparing and
filing documents,
making title or lien examinations and rendering opinion letters, as well as
expenses incurred by
Lender (including all attorneys' fees and including Lender's out of pocket
expenses in conducting
periodic field examinations of Borrower and the collateral plus Lender's
prevailing per diem
charge for each of its examiners in the field and office, now $750 per person
per day), in
protecting, maintaining, preserving, enforcing or foreclosing the pledge, lien
and security interest
granted to Lender hereunder, whether through judicial proceedings or
otherwise, or enforcing or
collecting the Receivables, or recovery of or realization upon any other
Collateral, or in defending
or prosecuting any actions or proceedings arising out of or related to its
transactions with
Borrower, including actions or proceedings which may involve any person
asserting a priority or
claim with respect to the Collateral, shall be borne and paid for by Borrower
on demand, shall
constitute part of the Obligations and may at Lender's option be charged to
Borrower's Loan
Account.


SECTION 6 REPRESENTATIONS, COVENANTS AND WARRANTIES

     As an inducement to Lender to enter into this Agreement, Borrower
represents, covenants
and warrants (which shall survive the execution and delivery of this
Agreement) that:

     6.1  Borrower is a corporation duly organized and presently existing in
good standing
under the laws of the State of Delaware and is duly qualified and existing in
good standing in
every other state in which the nature of Borrower's business requires it to be
qualified.

     6.2  The execution, delivery and performance of this Agreement are within
the corporate
powers of Borrower, have been duly authorized by appropriate corporate action
and are not in
contravention of the terms of Borrower's charter or by-laws or of any
indenture, agreement or
undertaking to which Borrower is a party or by which it may be bound. Borrower
warrants that it
is and covenants that it shall remain solvent at all times while this
Agreement is in effect.

     6.3  Borrower is and shall be, with respect to all Inventory, the owner
thereof free from
any lien, security interest or encumbrance of any kind, except in favor of
Lender. No Receivable
or any other Collateral, except as set forth on Schedule A hereto, has been or
shall hereafter be
assigned, pledged or transferred to any person other than the Lender or in any
way encumbered or
subject to a security interest except to Lender and Borrower shall defend the
same against the
claims of all persons.

     6.4  Borrower's books and records relating to the Receivables are
maintained at the office
referred to below. Except as otherwise stated below, the principal executive
office of Borrower is
located at such address and has been so located on a continuous basis for not
less than six months.
Borrower shall not change such location without Lender's prior written
consent, and, upon
making any such change, Borrower agrees to execute any additional financing
statements or other
documents or notices which Lender may require.

     6.5  All loans and advances requested by Borrower under this Agreement
shall be used for
the general corporate and business purposes, including working capital
purposes, of Borrower
and shall in no event be requested or used by Borrower for the specific
purpose of paying wages
of the employees of Borrower.

     6.6  Borrower shall maintain its shipping forms, invoices and other
related documents in a
form satisfactory to Lender and shall maintain its books, records and accounts
in accordance with
sound accounting practice. Borrower agrees to furnish Lender with balance
sheets, statements of
profit and loss, interim financial statements, cash flow projections accounts
receivable agings (i)
weekly not later than Wednesdays of each week, covering the period through
Friday of the
previous week; and (ii) monthly, not later than the 10th of each month
covering the previous
month and such other information regarding the business affairs and financial
condition of
Borrower as Lender may from time to time reasonably request, including,
audited statements
within 105 days after the end of each quarterly period of each fiscal year of
Borrower, in such
detail and scope as Lender may require, prepared and certified by independent
Certified Public
Accountants acceptable to Lender, an unaudited financial statement prepared on
a reviewed basis
within 50 days after the end of each second quarter of Borrower, prepared by
independent
Certified Public Accountants acceptable to Lender. All such statements and
information shall
fairly present the financial condition of Borrower as of the dates, and the
results of its operations
for the periods, for which the same are furnished.

     6.7  Borrower shall duly pay and discharge all taxes, assessments,
contributions and
governmental charges upon or against it or its properties or assets prior to
the date on which
penalties attach thereto. Borrower shall be liable for any tax (excluding a
tax imposed on the
overall net income of Lender) imposed upon any transaction under this
Agreement or giving rise
to the Receivables or which Lender may be required to withhold or pay for any
reason and
Borrower agrees to indemnify and hold Lender harmless with respect thereto,
and to repay
Lender on demand the amount thereof, and until paid by Borrower shall be added
to the
Obligations secured hereunder, and may at Lender's option be charged to
Borrower's Loan
Account.

     6.8  With respect to each Receivable, Borrower hereby represents and
warrants that: each
Receivable represents a valid and legally enforceable indebtedness based upon
an actual and bona
fide sale and delivery of property or rendition of services in the ordinary
course of Borrower's
business which has been finally accepted by the Account Debtor and for which
the Account
Debtor is unconditionally liable to make payment of the amount stated in each
invoice, document
or instrument evidencing the Receivable in accordance with the terms thereof,
without offset,
defense or counterclaim; to the best of Borrower=s knowledge each Receivable
will be paid in full
at maturity; all statements made by Borrower and all unpaid balances appearing
in any invoices,
documents, instruments and statements of account describing or evidencing the
Receivables are
true and correct and are in all respects what they purport to be and all
signatures and
endorsements of Borrower that appear thereon are genuine and all signatories
and endorsers of
Borrower have full capacity to contract; nothing has come to Borrower=s
attention which
indicates that any Account Debtor owing a Receivable and each guarantor,
endorser or surety of
such Receivable is not solvent or is financially unable to pay in full the
Receivable when it
matures; and all recording, filing and other requirements of giving public
notice under any
applicable law have been duly complied with.

     6.9  Borrower shall until payment in full of all Obligations to Lender
and termination of
this Agreement (a) cause to be maintained at the end of each fiscal quarter
(ie, December, March,
June, September), Tangible Net Worth in an amount not less than $5,000,000 and
(b) cause to be
maintained at the end of each such fiscal quarter, Working Capital of not less
than $4,250,000.

     For the purpose hereof the following terms shall have the following
definitions:

     "CURRENT ASSETS" at a particular date shall mean cash, accounts
receivable, and inventory
of Borrower providing however, that such amounts shall not include any amounts
for any
indebtedness owing by any affiliate to Borrower.

     "CURRENT LIABILITIES"  at a particular date shall mean all amounts which
would, in
conformity with GAAP, be included under current liabilities on a balance sheet
of Borrower, as at
such date but in any event including without limitations, the amounts of (a)
all indebtedness
payable on demand, or at the option of the person or entity to whom such
indebtedness is owed,
not more than twelve (12) months after such date, (b) any payments in respect
of any
indebtedness (whether installment, serial maturity, sinking fund payment or
otherwise) required to
be made not more than twelve (12) months after such date, (c) all reserves in
respect of liabilities
or indebtedness payable on demand or, at the option of the person or entity to
whom such
indebtedness is owed, not more than twelve (12) months after such date, the
validity which is not
contested to such date, (d) all accruals for federal or other taxes measured
by income payable
within twelve (12) months of such date and (e) all outstanding indebtedness to
Lender.

     "TANGIBLE NET WORTH" shall mean,  at a particular date (a) the aggregate
amount of all
assets of Borrower as may be properly classified as such in accordance with
GAAP consistently
applied excluding such other assets as are properly classified as intangible
assets under GAAP,
less (b) the aggregate amount of all liabilities of Borrower (excluding
subordinated liabilities to
Lender) determined in accordance with GAAP.

     "WORKING CAPITAL" shall mean the excess, if any, of Current Assets less
Current
Liabilities.


SECTION 7 SPECIFIC POWERS OF LENDER

     7.1  Borrower hereby constitutes Lender or its agent, or any other person
whom Lender
may designate, as Borrower's attorney, at Borrower's own cost and expense to
exercise at any
time all or any of the following powers which, being coupled with an interest,
shall be irrevocable
until all Obligations have been paid in full: (a) to receive, take, endorse,
assign, deliver, accept and
deposit, in Lender's or Borrower's name, any and all checks, notes, drafts,
remittances and other
instruments and documents relating to Receivables and proceeds thereof; (b) to
receive, open and
dispose of all mail addressed to Borrower and to notify postal authorities to
change the address
for delivery thereof to such address as Lender may designate; (c) to transmit
to Account Debtors
indebted on Receivables notice of Lender's interest therein and to request
from such Account
Debtors at any time, in Borrower's name or in Lender's or that of Lender's
designee, information
concerning the Receivables and the amounts owing thereon; (d) to notify
Account Debtors to
make payment directly to Lender; (e) to take or bring, in Borrower's name or
Lender's, all steps,
actions, suits or proceedings deemed by Lender necessary or desirable to
effect collection of the
Receivables; and (f) to sign on behalf of the Borrower one or more financing
statements (or
amendments to financing statements) under the Uniform Commercial Code. In
addition, to the
extent permitted by law, Lender may file one or more financing statements
signed only by Lender,
naming Borrower as debtor and Lender as secured party and indicating therein
the types or
describing the items of collateral covered by this Agreement. Without
limitation of any of the
powers enumerated above, Lender is hereby authorized to accept and to deposit
all collections in
any form, relating to Receivables, received from or for the account of Account
Debtors (whether
such collections are remitted directly to Lender by Account Debtors or are
forwarded to Lender
by Borrower), including remittances  which may reflect deductions taken by
Account Debtors,
regardless of amount, the Loan Account of Borrower to be credited only with
amounts actually
collected on Receivables in accordance with Section 5.1. Borrower hereby
releases (i) any bank,
trust company or other firm receiving or accepting such collections in any
form, and (ii) Lender
and its officers, employees and designees, from any liability arising from any
act or acts hereunder
or in furtherance hereof, whether of omission or commission, and whether based
upon any error
of judgment or mistake of law or fact.


SECTION 8 LENDER'S REMEDIES UPON BORROWER'S DEFAULT

     8.1  Borrower agrees that all of the loans and advances made by Lender
under the terms
of this Agreement, together with all Obligations of Borrower as defined herein
(unless otherwise
provided in any instrument evidencing the same or agreement relating thereto),
shall be payable by
Borrower at Lender's demand at the office of Lender in New York, New York. In
addition, all
Obligations shall be, at Lender's option, due and payable without notice or
demand upon
termination of this Agreement or upon the occurrence of any one or more of the
following events
of default ("Default"): (a) if Borrower shall fail to pay to Lender when due
any amounts owing to
Lender under any Obligation, or shall breach any of the terms, covenants,
conditions or provisions
of this Agreement or any other agreement between the parties; (b) if any
guarantor, endorser or
other person liable on the Obligations shall die, terminate its guaranty or
shall breach any of the
terms, covenants, conditions or provisions of any guarantee, endorsement or
other agreement of
such person with, or in favor of, Lender which breach is not cured within ten
(10) business days;
(c) if any representation, warranty, or statement of fact made to Lender at
any time by or on
behalf of Borrower is false or misleading in any material respect; (d) if
Borrower shall become
insolvent, is generally unable to pay its debts as they mature, files or has
filed against it a petition
in bankruptcy, liquidation or reorganization (and in the event of a petition
filed against it, such
petition is not dismissed or stayed within ten (10) business days), or if
judgment(s) against
Borrower plus judgement(s) against Behlman Electronics, Inc. (ABehlman@) which
in the
aggregate exceeds $50,000 remain unpaid, unstayed or undismissed for a period
of more than five
days, or if Borrower discontinues doing business for any reason, or if a
custodian, receiver or
trustee of any kind is appointed for it or any of its property; (e) if there
is a change (by voluntary
transfer, death or otherwise) in Borrower=s controlling stockholders or
owners; or (f) if at any
time Lender shall, in its sole discretion, reasonably exercised, consider the
Obligations insecure or
any part of the Receivables unsafe, insecure or insufficient and Borrower
shall not on demand
furnish (within ten (10) business days of such demand) other collateral or
make payment on
account, satisfactory to Lender. Upon the occurrence of any Default, (i)
Borrower shall pay to
Lender, as liquidated damages and as part of the Obligations, a charge at the
rate of two percent
per month upon the unpaid balance of the Obligations from the date of Default
until the date of
full payment of the Obligations, which charge shall be in lieu of compensation
payable under
Section 3.1 from such date; provided, that in no event shall such rate exceed
the Maximum Rate,
(ii) Borrower shall pay to Lender all costs, disbursements, charges and
expenses for the collection
and enforcement of the Obligations, and for the protection and enforcement of
Lender's security
interest, including reasonable attorneys' fees, all of which shall be added to
and deemed part of the
Obligations, and (iii) Lender shall have the right (in addition to any other
rights Lender may have
under this Agreement or otherwise) without further notice to Borrower, to
enforce payment of
any Receivables, to settle, compromise, or release in whole or in part, any
amounts owing on
Receivables, to prosecute any action, suit or proceeding with respect to
Receivables, to extend
the time of payment of any and all Receivables, to make allowances and
adjustments with respect
thereto, to issue credits in Lender's name or Borrower's, to sell, assign and
deliver the Receivables
(or any part thereof) and any returned, reclaimed or repossessed merchandise
or other property
held by Lender or by Borrower for Lender's account, at public or private sale,
at broker's board,
for cash, upon credit or otherwise, at Lender's sole option and discretion,
and Lender may bid or
become purchaser at any such sale if public, free from any right of redemption
which is hereby
expressly waived; or (g)a default by Behlman in any of the terms, provisions
or conditions of any
present or future agreement between Behlman and Lender including, without
limitation, the
Financing Agreement of even date herewith between Behlman and Lender (the
ABehlman
Financing Agreement@). Borrower agrees that the giving of five days' notice by
Lender, sent by
ordinary mail, postage prepaid, to the mailing address of Borrower set forth
in this Agreement,
designating the place and time of any public sale or the time after which any
private sale or other
intended disposition of the Receivables or any other security held by Lender
is to be made, shall
be deemed to be reasonable notice thereof and Borrower waives any other notice
with respect
thereto. The net cash proceeds resulting from the exercise of any of the
foregoing rights or
remedies shall be applied by Lender to the payment of the Obligations in such
order as Lender
may elect, and Borrower shall remain liable to Lender for any deficiency.

     8.2  The enumeration of the foregoing rights and remedies is not intended
to be
exhaustive, and such rights and remedies are in addition to and not by way of
limitation of any
other rights or remedies Lender may have under the New York Uniform Commercial
Code or
other applicable law. Lender shall have the right, in its sole discretion, to
determine which rights
and remedies, and in which order any of the same, are to be exercised, and to
determine which
Receivables are to be proceeded against and in which order, and the exercise
of any right or
remedy shall not preclude the exercise of any others, all of which shall be
cumulative. No act,
failure or delay by Lender shall constitute a waiver of any of its rights and
remedies. No single or
partial waiver by Lender of any provision of this Agreement, or breach or
default thereunder, or
of any right or remedy which Lender may have shall operate as a waiver of any
other provision,
breach, default, right or remedy or of the same provision, breach, default,
right or remedy on a
future occasion. Borrower waives presentment, notice of dishonor, protest and
notice of protest
of all instruments included in or evidencing any of the Obligations or the
Receivables and any and
all notices or demands whatsoever (except as expressly provided herein).
Lender may, at all times,
proceed directly against Borrower to enforce payment of the Obligations and
shall not be required
to first enforce its rights in the Receivables or any other security granted
to it. Lender shall not be
required to take any action of any kind to preserve, collect or protect its or
Borrower's rights in
the Receivables or any other security granted to it.

     8.3  BORROWER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN THE
EVENT OF ANY LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH
THIS AGREEMENT, THE OBLIGATIONS, THE RECEIVABLES, OR ANY OTHER
TRANSACTION BETWEEN THE PARTIES AND BORROWER HEREBY IRREVOCABLY
CONSENTS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND OF ANY FEDERAL COURT LOCATED IN SUCH STATE IN CONNECTION WITH
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE OBLIGATIONS. IN ANY SUCH LITIGATION BORROWER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL DIRECTED TO BORROWER AT ITS PLACE OF BUSINESS SET
FORTH ABOVE. WITHIN 30 DAYS AFTER SUCH MAILING, BORROWER SHALL
APPEAR IN ANSWER TO SUCH SUMMONS, COMPLAINT OR OTHER PROCESS,
FAILING WHICH BORROWER SHALL BE DEEMED IN DEFAULT AND JUDGMENT
MAY BE ENTERED BY LENDER AGAINST BORROWER FOR THE AMOUNT OF THE
CLAIM AND OTHER RELIEF REQUESTED THEREIN.


SECTION 9 EFFECTIVE DATE, CONTROLLING LAW AND TERMINATION

     9.1  This Agreement shall become effective upon acceptance by Lender at
its office in the
State of New York, and shall continue in full force and effect until January
31, 2003 (the
"Renewal Date") and from year to year thereafter, unless sooner terminated as
herein provided.
Borrower may terminate this Agreement on the Renewal Date or on the
anniversary of the
Renewal Date in any year by giving Lender at least sixty (60) days' prior
written notice by
registered or certified mail, return receipt requested, and in addition to its
other rights hereunder,
Lender shall have the right to terminate this Agreement at any time by giving
Borrower forty-five
(45) days' prior written notice provided that, in the event that Borrower,
terminates this
Agreement in accordance with this sentence and simultaneously therewith
BEHLMAN terminates
the Financing Agreement, no liquidated damages or fees shall be payable by
Borrower.  In
addition to the charges under Section 3 hereof, as minimum compensation to
Lender for its
agreement to make loans under the terms of this Agreement, and for its
services hereunder,
Lender shall receive and Borrower agrees to pay minimum charges in the
aggregate amount of
$5,000.00 during each month (or any part thereof, if sooner terminated) that
this Agreement is in
effect, which minimum compensation shall be payable after deducting for each
month the charges
paid by Borrower for such month under Section 3.1. Should a Default occur
hereunder, this
Agreement will be terminable by Lender at any time and Borrower shall, upon
any such
termination by Lender, pay to Lender, as additional liquidated damages and as
part of the
Obligations, an amount equal to (i) 3% of the Maximum Credit Facility, if
Lender terminates this
Agreement prior to or on the first anniversary of the date of this Agreement;
or (ii) 2% of the
Maximum Credit Facility, if Lender terminates this Agreement on any date after
the first
anniversary of the date of this Agreement.  In the event that Lender shall
permit termination of
this Agreement by Borrower other than as provided herein, as a condition to
such termination,
Borrower shall pay to Lender such additional liquidated damages in addition to
performance of
any other conditions to such termination.  No termination of this Agreement,
however, shall
relieve or discharge Borrower of its duties, obligations and covenants
hereunder until such time as
all Obligations have been paid in full, and the continuing security interest
in Receivables and other
Collateral granted to Lender hereunder or under any other agreement shall
remain in effect until
such Obligations have been fully discharged. No provision hereof shall be
modified or amended
orally or by course of conduct but only by a written instrument expressly
referring hereto signed
by both parties.

     9.2  ALL LOANS SHALL BE DISBURSED BY LENDER FROM ITS OFFICE IN THE
STATE OF NEW YORK, SHALL BE PAYABLE BY BORROWER AT SUCH OFFICE, AND
THIS AGREEMENT AND ALL TRANSACTIONS THEREUNDER SHALL BE DEEMED
TO BE CONSUMMATED IN SUCH STATE AND SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THAT STATE.  If any part or
provision of this Agreement is invalid or in contravention of the applicable
laws or regulations of
any controlling jurisdiction, such part or provision shall be severable
without affecting the validity
of any other part or provision of this Agreement. Notwithstanding any
provision herein or in any
related document, Lender shall never be entitled to receive, collect, or
apply, as interest on the
Loan Account, any amount in excess of the maximum rate of interest ("Maximum
Rate")
permitted to be charged from time to time by applicable law (if such law
imposes any maximum
rate), and in the event Lender ever receives, collects, or applies as
interest, any amount in excess
of the Maximum Rate, such amount shall be deemed and treated as a partial
prepayment of the
principal of the Loan Account; and, if the principal of the Loan Account and
all other of Lender's
charges other than interest are paid in full, any remaining excess shall be
paid to Borrower.
      IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be
executed by their respective corporate officers thereto duly authorized as of
the day and year first
above written.



<TABLE>
<S>                           <C>  <C>
                                   ORBIT INTERNATIONAL CORP.


                                   By:_________________
                                     Title:



Attest:

___________________
 Secretary



                                   Accepted:

                                   ROSENTHAL & ROSENTHAL, INC.


                                   By:________________


                                   Chief Executive Office
                                     of Borrower:
Location of Borrower's             80 Cabot Court, Hauppauge,
  Books and Records:               NY 11788
80 Cabot Court, Hauppauge,
NY 11788





Mailing Address of Borrower:       Other Places of Business
80 Cabot Court, Hauppauge,           of Borrower:
NY 11788                           None



</TABLE>


                        OFFICERS' CERTIFICATE

   The undersigned, President and Secretary of ORBIT INTERNATIONAL CORP., a
corporation duly organized and validly existing under the laws of the State of
Delaware, DO
HEREBY CERTIFY that the following is a true copy of certain resolutions duly
and unanimously
adopted at a meeting of the Board of Directors and shareholders of said
corporation, duly called
and held on January 8, 2001, at which a quorum was present and voting
throughout, and which
are not in conflict with the Certificate of Incorporation, By-Laws, rules and
regulations of said
corporation, and which resolutions have not been modified or rescinded and are
still in full force
and effect:

   "WHEREAS, this corporation proposes to enter into a financing agreement
with Rosenthal &
   Rosenthal, Inc. ("Rosenthal") pursuant to which this corporation will grant
to Rosenthal a
   security interest in, a continuing lien upon and right of set-off against,
and will assign,
   transfer, pledge and set over to Rosenthal, all of its accounts, contract
rights, general
   intangibles and instruments, and certain other personal property of this
corporation (herein
   collectively referred to as "collateral"), and the form of such financing
agreement having been
   submitted to and duly considered at this meeting, and the execution and
delivery thereof
   having been deemed to be in the best interest of this corporation; now,
therefore, be it:

   "RESOLVED, that any one or more of the officers of this corporation be, and
they each
   hereby are, authorized, directed and empowered, in the name and on behalf
of this
   corporation: to enter into, execute and deliver to Rosenthal a financing
agreement
   substantially in the form submitted to this meeting, with such changes as
said officer or
   officers may consider appropriate, the execution and delivery thereof being
deemed
   conclusive evidence of this corporation's approval of the terms thereof;
from time to time, to
   borrow money and obtain advances and other financial accommodations from
Rosenthal, in
   such amounts and upon such terms and conditions as said officer or officers
may consider
   appropriate, and to grant a security interest in, a continuing lien upon
and right of set-off
   against, and assign, transfer, pledge and set over to Rosenthal, the
collateral, now existing or
   hereafter arising, pursuant to the terms of said financing agreement, or
otherwise; to execute
   and deliver one or more promissory notes or other evidences of
indebtedness, financing
   statements, supplementary agreements, assignments, schedules, transfers,
notices, contracts,
   subordination agreements, guarantees, designations, consignments and other
instruments and
   documents in connection with the financing agreement, as amended or
supplemented from
   time to time (including the grant of additional liens and security
interests in such personal
   property and/or real property of this corporation as may be requested by
Rosenthal pursuant
   to any such supplement), containing and upon such terms as said officer or
officers may
   consider appropriate, the execution and delivery thereof being deemed
conclusive evidence of
   this corporation's approval of the terms thereof; to make remittances and
payments by
   checks, drafts or otherwise; to adopt a facsimile printed or rubber stamp
signature for the
   purpose of expediting the terms of the financing agreement; and to execute
and deliver such
   further documents and to perform such other acts as may be necessary or
desirable to
   effectuate the foregoing resolution; and all such action of said officer or
officers shall be
   taken as the action of, and is hereby authorized, ratified, approved and
confirmed by, this
   corporation and the board of directors thereof; and it is further

   "RESOLVED, that this corporation hereby authorizes and empowers Rosenthal
from time to
   time to endorse by rubber stamp or otherwise the name of this corporation
on any and all
   checks, drafts or other orders for the payment of money or written
evidences of debt, which
   may be made or be in form payable to this corporation, and which may come
into the
   possession of Rosenthal and to deposit such items in Rosenthal's account
with any other
   bank, banker or trust company and further authorizes Rosenthal to deal
absolutely with any
   such items as the property of Rosenthal and to do and perform any and all
such other acts as
   may be necessary or proper to constitute any and all such items the
property of Rosenthal
   without requiring the signature or signatures of any officer or officers of
this corporation; and
   it is further

   "RESOLVED, that until Rosenthal receives notice in writing by registered
mail of any
   changes or limitations of authority of any officers of this corporation, it
is authorized to rely
   upon the authority and power set forth in these resolutions."

   The undersigned DO FURTHER CERTIFY that the Certificate of Incorporation and
By-Laws of this corporation contain no requirement for shareholder approval or
consent to the
execution of the financing agreement or the consummation of any of the
transactions referred to
in the foregoing resolutions.

   IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of
the
   corporation this January 8, 2001.

<TABLE>
<S>                             <C>  <C>

                                     President



                                     Secretary
</TABLE>
    Corporate
   9  Seal     A




CERTIFICATE AS TO OFFICERS, DIRECTORS, STOCKHOLDERS AND AUTHORIZED SIGNATURES
OF

                         ORBIT INTERNATIONAL CORP.


We, the undersigned, Dennis Sunshine, President/CEO and Harlan Sylvan,
Secretary/Treasurer/Comptroller of
ORBIT INTERNATIONAL CORP., a corporation organized and existing under and by
virtue of the laws of the
state of Delaware, having its principal office at 80 Cabot Court, Hauppauge,
NY 11788, do hereby certify as
follows:



1.   The names and residence addresses of all of the officers of ORBIT
INTERNATIONAL CORP. are as
follows:

<TABLE>
<S>                           <C>         <C><C>
NAME                          OFFICE         RESIDENCE ADDRESS
</TABLE>

<TABLE>
<S>                           <C>         <C><C>
Dennis Sunshine               President/CEO  32 Ryder Ave., Dix Hills, NY 11746
</TABLE>

<TABLE>
<S>                           <C>         <C><C>
Bruce Reissman                Exec. Vice    323 Doral Court, Jericho, NY 11753
                              President/COO
</TABLE>

Mitchell Binder                         Chief Financial Officer/ 800 Barberry
Lane,
                                             Woodmere, NY 11598
                              Vice President

Harlan Sylvan                      Secretary/Treasurer/     19 Ensign Lane,
Massapequa, NY 11758
                              Comptroller



2.   The names and residence addresses of all of the directors of ORBIT
INTERNATIONAL CORP. are as
follows:

<TABLE>
<S>                                <C>
NAME                               RESIDENCE ADDRESS
</TABLE>

<TABLE>
<S>                                <C><C>
Dennis Sunshine                    32 Ryder Ave., Dix Hills, NY 11746
</TABLE>

<TABLE>
<S>                                <C><C>
Bruce Reissman                     323 Doral Court, Jericho, NY 11753
</TABLE>

Harlan Sylvan                           19 Ensign Lane, Massapequa, NY 11758

Mitchell Binder                              800 Barberry Lane, Woodmere, NY
11598

John Molloy                             1815 Parliament Rd., Lucadia, CA 92024

Marc Pfefferre                          24 Joann Circle, Westport, ct 06880

Stanley Morris                          1983 Marcus Avenue, Lake Success, NY
11042

Bernard Karcinell                       3015 S. Ocean Blvd., Highland Beach,
FL 33487

Denis Feldman                           7600 Jericho Tpke, Woodbury, NY 11797







3.   The names and residence addresses of the stockholders owning and holding
all the issued and outstanding
stock of ORBIT INTERNATIONAL CORP. are as follows:

<TABLE>
<S>                   <C><C>                   <C><C>         <C><C>
NAME                     RESIDENCE ADDRESS        NO. OF SHARES  CLASS OF
                                                                 SHARES
</TABLE>

<TABLE>
<S>                   <C><C>                   <C><C>         <C><C>
PUBLIC COMPANY                                    100%           Common
</TABLE>


4.   That pursuant to the by-laws, resolutions and minutes of ORBIT
INTERNATIONAL CORP., the
persons authorized and empowered to make, sign and endorse on behalf of ORBIT
INTERNATIONAL CORP.,
any and all documents, checks, notes, drafts, trade acceptances and other
negotiable papers or instruments, are as
follows:

<TABLE>
<S>                                <C>  <C>
NAME*                                   OFFICE
</TABLE>

<TABLE>
<S>                                <C>  <C>
Dennis Sunshine                         President/CEO
</TABLE>

<TABLE>
<S>                                <C>  <C>
Bruce Reissman                          Exec. Vice President/COO

</TABLE>
Harlan Sylvan                                Secretary/Treasurer/Comptroller

Mitchell Binder                                   Chief Financial Officer/Vice
President

*Indicate whether the above persons may sign alone or jointly


5.   The names of the persons authorized to make, sign and deliver on behalf
of ORBIT INTERNATIONAL
CORP., schedules of assignments of accounts and/or any other instruments of
assignment to ROSENTHAL &
ROSENTHAL, INC., are as follows:

<TABLE>
<S>                                <C>  <C>
NAME*                                   OFFICE
</TABLE>

<TABLE>
<S>                                <C>  <C>
Dennis Sunshine                         President
</TABLE>

<TABLE>
<S>                                <C>  <C>
Bruce Reissman                          Exec. Vice President/COO


</TABLE>
Harlan Sylvan                                Secretary/Treasurer/Comptroller

Mitchell Binder                                   Chief Financial Officer/Vice
President

*Indicate whether the above persons may sign alone or jointly


6.   The following are the actual signatures of the officers and other
authorized persons:


<TABLE>
<S>                                <C>
Dennis Sunshine
</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>
<TABLE>
<S>                                <C>
Bruce Reissman
</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>
<TABLE>
<S>                                <C><C>
Harlan Sylvan


Mitchell Binder


</TABLE>

IN WITNESS WHEREOF,  we have hereunto affixed our signatures as officers of
ORBIT INTERNATIONAL
CORP. and affixed the seal of ORBIT INTERNATIONAL CORP. this January 8, 2001.

Corp. Seal


<TABLE>
<S>                                <C>

                                   Dennis Sunshine, President/CEO

</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>

<TABLE>
<S>                                <C>

                                   Harlan Sylvan,
Secretary/Treasurer/Comptroller
</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>

                    INVENTORY SECURITY AGREEMENT

                                    New York, New York   January 8, 2001

Rosenthal & Rosenthal, Inc.
1370 Broadway
New York, N. Y. 10018

Gentlemen:

We do hereby agree that the Financing Agreement between us dated January 8,
2001, be and the same hereby is amended
and supplemented by adding thereto the following clauses:

     We hereby pledge, assign, consign, transfer and set over to you, and you
shall at all times have a continuing general lien
upon, and we hereby grant you a continuing security interest in, all of our
Inventory and the proceeds thereof.  "Inventory"
shall include but not be limited to raw materials, work in process, finished
merchandise and all wrapping, packing and
shipping materials, wheresoever located, now owned or hereafter acquired,
presently existing or hereafter arising, and all
additions and accessions thereto, the resulting product or mass and any
documents representing all or any part thereof.
Upon your request, we will at any time and from time to time, at our expense,
deliver such Inventory to you or such person
as you may designate, cause the same to be stored in your name at such place
as you may designate, deliver to you
documents of title representing the same or otherwise evidence your security
interest in such manner as you may require.

     The aforementioned pledge, assignment, consignment, transfer, lien and
security interest shall secure any and all of our
obligations to you, matured or unmatured, absolute or contingent, now existing
or that may hereafter arise, and howsoever
acquired by you, whether arising directly between us or acquired by you by
assignment and whether relating to this
agreement or independent hereof, together with all interest, charges,
commissions, expenses, attorneys' fees and other items
chargeable against us in connection with any of said obligations.

     We agree, at our expense, to keep all Inventory insured to the full value
thereof against such risks and by policies of
insurance issued by such companies as you may designate or approve, and the
policies evidencing such insurance shall be
duly endorsed in your favor with a long form lender's loss payable rider or
such other document as you may designate and
said policies shall be delivered to you.  Should we fail for any reason to
furnish you with such insurance, you shall have
the right to effect the same and charge any costs in connection therewith to
us.  You shall have no risk, liability or responsi-

bility in connection with payment or nonpayment of any loss, your sole
obligation being to credit our account with the net
proceeds of any such insurance payments received on account of any loss.  Any
and all assessments, taxes or other charges
that may be assessed upon or payable with respect to the Inventory or any part
thereof shall forthwith be paid by us, and
we agree that you, in your discretion, may effect such payment and charge the
amount thereof to us.  We further agree that
except for the pledge, assignment, consignment, transfer, lien and security
interest granted to you hereby, we shall not
permit said Inventory to otherwise become liened or encumbered nor shall we
grant any security interest therein to any other
party.  We shall not, without your written consent first obtained, remove or
dispose of any of such Inventory except to bona
fide purchasers thereof in the ordinary course of our business.  All such
sales shall be reported to you promptly and the
accounts or other proceeds thereof shall be subject to the security interests
in your favor.  You shall have the right at all
times to the immediate possession of all Inventory and its products and
proceeds and we shall make such Inventory and all
our records pertaining thereto available to you for inspection at any time
requested by you.  You shall have the right, in
your discretion, to pay any liens or claims upon said Inventory, including,
but not limited to, warehouse charges, dyeing,
finishing and processing charges, landlords' claims, etc. and the amount of
any such payment shall be charged to our
account and secured hereby.  You shall not be liable for the safekeeping of
any of the Inventory or for any loss, damage
or diminution in the value thereof or for any act or default of any
warehouseman, carrier or other person dealing in and with
said Inventory, whether as your agent or otherwise, or for the collection of
any proceeds thereof but the same shall at all
times be at our sole risk.

  Prior to its sale to a bona fide purchaser in the ordinary course of
business, Inventory shall at all times remain at our
address specified below and shall not be removed therefrom without your prior
written consent.

     Upon our Default as defined in the Financing Agreement, you shall have
the right, upon reasonable notice to us, to sell
all or any part of our Inventory, at public or private sale, or make other
disposition thereof, at which sale or disposition you
may be a purchaser.  We agree that written notice sent to us by postpaid mail,
at least five days before the date of any
intended public sale or the date after which any private sale or other
intended disposition of the Inventory is to be made,
shall be deemed to be reasonable notice thereof.  We do hereby waive all
notice of any such sale or other intended
disposition if said Inventory is perishable or threatens to decline speedily
in value or is of a type customarily sold on a
recognized market.  Upon the occurrence of any of the events referred to in
the first sentence of this paragraph, you may
require us to assemble all or any part of the Inventory and make it available
to you at a place to be designated by you, which
is reasonably convenient to both parties.  In addition, you may peaceably, by
your own means or with judicial assistance,
enter our or any other premises and take possession of the Inventory and
remove or dispose of it on our premises and we
agree that we will not resist or interfere with any such action.  We hereby
expressly waive demand, notice of sale (except
as herein provided), advertisement of sale and redemption before sale.  The
net proceeds of any such public or private sale
or other disposition as far as needed shall be applied toward the payment and
discharge of any and all of our obligations
to you, together with all interest thereon and all reasonable costs, charges,
expenses and disbursements in connection
therewith, including the reasonable fees of your attorneys, rendering any
surplus remaining to us, we, of course, to continue
liable should there be any deficiency.

     This agreement shall constitute a security agreement pursuant to the
Uniform Commercial Code and, in addition to any
and all of your other rights hereunder, you shall have all of the rights of a
secured party pursuant to the provisions of the
Uniform Commercial Code.  We agree to execute a financing statement and any
and all other instruments and documents
that may now or hereafter be provided for by the Uniform Commercial Code or
other law applicable thereto, reflecting the
security interests granted to you hereunder.  We do hereby authorize you to
file a financing statement without our signature,
signed only by you as secured party, to reflect the security interests granted
to you hereunder.
Very Truly Yours,

ORBIT INTERNATIONAL CORP.


By:________________

80 Cabot Court, Hauppauge, NY 11788



                              CERTIFICATE



ROSENTHAL & ROSENTHAL, INC.
1370 Broadway
New York NY 10018


Gentlemen:

The undersigned Dennis Sunshine and Harlan Sylvan being respectively the
President and Secretary of ORBIT
INTERNATIONAL CORP., a corporation organized and existing under and by virtue
of the laws of the State of
Delaware, do hereby certify as follows:

ORBIT INTERNATIONAL CORP., in connection with the conduct of its business uses
the trademark(s) and selling
style(s) entitled:

ORBIT INSTRUMENT DIVISION

(the "Tradestyle Name(s)"), is the sole and exclusive owner of the Tradestyle
Name(s) and all sales and any and all
business done in the Tradestyle Name(s) are sales and business of ORBIT
INTERNATIONAL CORP.

Any and all checks, remittances or other payments received in the Tradestyle
Name(s) are the sole and exclusive
property of ORBIT INTERNATIONAL CORP. and the duly authorized officers of
ORBIT INTERNATIONAL
CORP. are authorized to endorse the Tradestyle Name(s) on such checks and
remittances as and for the property of
ORBIT INTERNATIONAL CORP.

Any and all authority given to you by ORBIT INTERNATIONAL CORP. to endorse its
name on any checks,
negotiable instruments or other remittances extends with equal and full force
and effect to any checks, negotiable
instruments, and other remittances received in the Tradestyle Name(s).

In witness whereof, we have hereunto set our hands as President and Secretary
of ORBIT INTERNATIONAL CORP.
and hereunto affixed the seal for the corporation this January 8, 2001.



________________________
President


________________________
Secretary

                               GUARANTEE

                                 New York, New York      January 8, 2001
  In order to induce Rosenthal & Rosenthal, Inc. (herein called "Rosenthal")
to make loans, advances or other
commitments or grant other financial accommodations to or for the account of
(or in reliance on the credit of) ORBIT
INTERNATIONAL CORP. (herein called "Obligor") and for other good and valuable
considerations received, the
undersigned irrevocably and unconditionally guarantees to Rosenthal payment
when due, whether by acceleration or
otherwise, of any and all Obligations of the Obligor to Rosenthal. The term
"Obligations" shall mean all obligations,
liabilities and indebtedness of the Obligor to Rosenthal or an affiliate of
Rosenthal, however evidenced, now or hereafter
arising under the Financing Agreement dated January 8, 2001, between Rosenthal
and Obligor, and/or under any other or
supplemental financing provided to the Obligor by Rosenthal or an affiliate of
Rosenthal, or independent hereof or thereof,
whether now existing or incurred from time to time hereafter and whether
before or after termination hereof, absolute or
contingent, joint or several, matured or unmatured, direct or indirect,
primary or secondary, liquidated or unliquidated, and
whether arising directly or acquired from others (whether acquired outright,
by assignment unconditionally or as collateral
security from another and including, without limitation, participations or
interest of Rosenthal in obligations of Obligor to
others), and including (without limitation) all of Rosenthal's charges,
commissions, fees, interest, expenses, costs and
attorneys' fees chargeable to Obligor in connection therewith. In addition,
the undersigned agrees to indemnify Rosenthal
against any loss, damage or liability because of any wrongful acts or fraud of
the Obligor.
  The undersigned waives notice of acceptance of this guarantee and notice of
any liability to which it may apply, and
waives presentment, demand for payment, protest, notice of dishonor or
nonpayment of any Obligations, or suit or taking
other action by Rosenthal against, and any other notice to, any party liable
thereon (including the undersigned) and waives
any defense, offset or counterclaim to any liability hereunder. Rosenthal may
at any time and from time to time (whether
or not after revocation or termination of this guarantee) without the consent
of, or notice to, the undersigned, without
incurring responsibility to the undersigned, without impairing or releasing
the obligations of the undersigned hereunder,
upon or without any terms or conditions and in whole or in part: (1) change
the manner, place or terms of payment, and/or
change or extend the time of payment of, renew or alter, any Obligation, any
security therefor, or any liability incurred
directly or indirectly in respect thereof, and the guarantee herein made shall
apply to the Obligations as so changed,
extended, renewed or altered; (2) sell, exchange, release, surrender, realize
upon or otherwise deal with in any manner and
in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, the liabilities
hereby guaranteed or any liabilities (including any of those hereunder)
incurred directly or indirectly in respect thereof or
hereof, and/or offset thereagainst; (3) exercise or refrain from exercising
any rights against the Obligor or others (including
the undersigned) or otherwise act or refrain from acting; (4) settle or
compromise any Obligation, any security therefor or
any liability (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Obligor to
creditors of the Obligor other than Rosenthal and the undersigned: and (5)
apply any sums by whomsoever paid or
howsoever realized to any Obligation to Rosenthal regardless of what liability
or liabilities of the Obligor remain unpaid.
  No invalidity, irregularity or unenforceability of all or any part of the
liabilities hereby guaranteed or of any security
therefor shall affect, impair or be a defense to this guarantee. The liability
of the undersigned hereunder is primary and
unconditional and shall not be subject to any offset, defense or counterclaim
of the Obligor. This guarantee is a continuing
one and all liabilities to which it applies or may apply under the terms
hereof shall be conclusively presumed to have been
created in reliance hereon. The books and records of Rosenthal shall be
admissible as prima facie evidence of the
Obligations. As to each of the undersigned, this guarantee shall continue
until written notice of revocation signed by such
undersigned, or until written notice of the death of such undersigned shall in
each case have been actually received by
Rosenthal, notwithstanding a revocation by, or the death of, or complete or
partial release for any cause of any one or more
of the remainder of the undersigned or of the Obligor, or of any one liable in
any manner for the liabilities hereby
guaranteed, or for the liabilities (including those herein) incurred directly
or indirectly in respect thereof or hereof, and
notwithstanding the dissolution, termination or increase, decrease or change
in personnel of any one or more of the
undersigned which may be partnerships or corporations.
  No revocation or termination hereof shall affect in any manner rights
arising under this guarantee with respect to (a)
Obligations which shall have been created, contracted, assumed or incurred
prior to receipt by Rosenthal of written notice
of such revocation or termination or (b) Obligations which shall have been
created, contracted, assumed or incurred after
receipt of such written notice pursuant to any contract entered into by the
Obligor or by Rosenthal for the benefit of the
Obligor prior to receipt by Rosenthal of such notice, or to protect, preserve
or realize upon any security for any Obligations;
and the sole effect of revocation or termination hereof shall be to exclude
from this guarantee liabilities thereafter arising
which are unconnected with liabilities theretofore arising or with
transactions theretofore entered into.
  Upon the happening of any of the following events: (i) the death or
insolvency of the Obligor or any of the undersigned,
or (ii) suspension of business of the Obligor or any of the undersigned, or
(iii) the issuance of any warrant of attachment
against any of the property of the Obligor or any of the undersigned, or (iv)
the making by the Obligor or any of the
undersigned of any assignment for the benefit of creditors, or (v) a trustee,
receiver or custodian being appointed for the
Obligor or any of the undersigned or for any property of either of them, or
(vi) any proceeding being commenced by or
against the Obligor or any of the undersigned under any bankruptcy,
reorganization, arrangement of debt, insolvency,
readjustment of debt, receivership, liquidation or dissolution law or statute
-- then and in any such event, and at any time
thereafter, Rosenthal may, without notice to the Obligor or any of the
undersigned, make the Obligations, whether or not
then due, immediately due and payable hereunder as to any of the undersigned,
and Rosenthal shall be entitled to enforce
the obligations of the undersigned hereunder. All sums of money at any time to
the credit of the undersigned with Rosenthal
and any of the property of the undersigned at any time in the possession of
Rosenthal may be held by Rosenthal as security
for any and all obligations of the undersigned hereunder, notwithstanding that
any of said money or property may have been
deposited, pledged or delivered by the undersigned for any other, different or
specific purpose. Any and all claims of any
nature which the undersigned may now or hereafter have against the Obligor are
hereby subordinated to the full payment
to Rosenthal of the Obligations and are hereby assigned to Rosenthal as
additional collateral security therefor.
  In the event Rosenthal takes any action, including retaining attorneys, for
the purpose of effecting collection of the
Obligations or of any liabilities of the undersigned hereunder, or protecting
any of Rosenthal's rights hereunder, the
undersigned shall pay all costs and expenses of every kind for protection of
the rights of Rosenthal or for collection of the
Obligations or such liabilities, including reasonable attorneys' fees.
  If claim is ever made upon Rosenthal for repayment or recovery of any amount
or amounts received by Rosenthal in
payment or on account of any of the Obligations and Rosenthal repays all or
part of said amount by reason of (a) any
judgment, decree or order of any Court or administrative body having
jurisdiction over Rosenthal or any of its property,
or (b) any settlement or compromise of any such claim effected by Rosenthal
with any such claimant (including the
Obligor), then and in such event the undersigned agrees that any such
judgment, decree, order, settlement or compromise
shall be binding upon the undersigned, notwithstanding any revocation or
release hereof or the cancellation of any note or
other instrument evidencing any of the Obligations, or any release of any such
liability of the Obligor, and the undersigned
shall be and remain liable to Rosenthal hereunder for the amount so repaid or
recovered to the same extent as if such
amount had never originally been received by Rosenthal. The provisions of this
paragraph shall survive, and continue in
effect, notwithstanding any revocation or release hereof, unless such
revocation or release shall specifically refer to this
paragraph.
  No delay on the part of Rosenthal in exercising any of its options, powers
or rights, or partial or single exercise thereof,
shall constitute a waiver thereof. No waiver of any of its rights hereunder,
and no modification or amendment of this
guarantee, shall be deemed to be made by Rosenthal unless the same shall be in
writing, duly signed on behalf of Rosenthal,
and each such waiver, if any, shall apply only with respect to the specific
instance involved, and shall in no way impair the
rights of Rosenthal or the obligations of the undersigned to Rosenthal in any
other respect or at any other time. The
undersigned shall have no right (whether by contract or by operation of law)
of subrogation, restitution, indemnification,
reimbursement or any other or similar rights of a surety against the Obligor
or any of its assets or property or any security
held for any liabilities of the Obligor, and all such rights are hereby
expressly waived.
  This guarantee and the rights and obligations of Rosenthal and of the
undersigned hereunder shall be governed and
construed in accordance with the laws of the State of New York; and this
guarantee is binding upon the undersigned, his,
her, their or its executors, administrators, successors or assigns, and shall
inure to the benefit of Rosenthal, its successors
or assigns. THE UNDERSIGNED AGREES AND DOES HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE UNDERSIGNED ON ANY MATTERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTEE, AND THE
UNDERSIGNED HEREBY CONSENTS TO THE JURISDICTION OF THE SUPREME COURT OF THE
STATE OF
NEW YORK FOR A DETERMINATION OF ANY DISPUTE AS TO ANY SUCH MATTERS AND
AUTHORIZES
THE SERVICE OF PROCESS ON THE UNDERSIGNED BY REGISTERED MAIL SENT TO THE
UNDERSIGNED
AT THE ADDRESS OF THE UNDERSIGNED HEREINBELOW SET FORTH.
  Any acknowledgement, new promise, payment of principal or interest or other
act by the Obligor and others, with
respect to the Obligations, shall be deemed to be made as agent of the
undersigned for the purposes hereof, and shall, if the
statute of limitations in favor of the undersigned against Rosenthal shall
have commenced to run, toll the running of such
statute of limitations, and if such statute of limitations shall have expired,
prevent the operation of such statute.
  The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "undersigned" wherever
used herein shall mean the undersigned or any one or more of them. Any one
signing this guarantee shall be bound hereby,
whether or not any one else signs this guarantee at any time. The term
"Rosenthal" includes any agent of Rosenthal acting
for it.

<TABLE>
<S>                           <C>  <C>
ATTEST:                            BEHLMAN ELECTRONICS, INC.

_______________________            By:_______________________
Secretary                          President

[Corporate Seal]                   80 Cabot Court






</TABLE>




STATE OF New York, COUNTY OF New York

On the _____ day of _______, 2001, before me personally came Mark Tublisky to
me known, who being by me duly
sworn, did depose and say that he is the President of BEHLMAN ELECTRONICS,
INC., the corporation described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his
name thereto by like order.

___________________________
Notary Public


                 CERTIFICATE OF DIRECTORS' RESOLUTIONS

  The undersigned, being respectively the President and Secretary of BEHLMAN
ELECTRONICS, INC., a Delaware
corporation, hereby certify that the following are true copies of resolutions
duly and unanimously adopted at a special
meeting of the Board of Directors of the corporation, duly called and held at
the office of the corporation on January
8, 2001, at which meeting a quorum was present and voting throughout, and
which resolutions have not been modified
or rescinded and are still in full force and effect:

            "RESOLVED, that it is for the best business interests  of this
corporation that this corporation guarantee
       to ROSENTHAL & ROSENTHAL, INC., the payment and discharge by ORBIT
INTERNATIONAL
       CORP. of any and all of its obligations to ROSENTHAL & ROSENTHAL, INC.,
and be it further

       "RESOLVED, that the President or any other officer of this corporation
is authorized to execute and
       deliver for and on behalf of this corporation the aforementioned
guarantee in the form annexed hereto or
       in any other form the officer executing the same deems advisable, and
is hereby authorized to execute and
       deliver any and all other instruments and documents in connection
therewith and to perform such other
       acts as may be necessary to carry these resolutions into effect."
       IN WITNESS WHEREOF, we have hereunto set our hands and the seal of the
corporation hereto this
January 8, 2001.

________________________
President

_________________________
Secretary

CORP. SEAL

                         STOCKHOLDERS' CONSENT

We, the undersigned, being all of the stockholders of BEHLMAN ELECTRONICS,
INC., a corporation
organized and existing under and by virtue of the Laws of the State of
Delaware, having its principal office at 80
Cabot Court, Hauppauge, NY 11788 and each of us respectively holding and
owning the number of voting shares
set opposite his signature hereto, and holding and owning collectively all of
the shares outstanding and all of the
outstanding shares entitled to vote,
DO HEREBY CONSENT, in writing, pursuant to the applicable provisions of the
Business Corporation Law of
the State of Delaware, and do hereby authorize, approve and consent to the
execution and delivery by BEHLMAN
ELECTRONICS, INC. to ROSENTHAL & ROSENTHAL, INC., a New York corporation, with
its principal
office located at 1370 Broadway, Borough of Manhattan, City and State of New
York, of a guarantee of any and
all obligations of ORBIT INTERNATIONAL CORP. to the said ROSENTHAL &
ROSENTHAL, INC., which
guarantees shall be in the form annexed hereto or in any other form the
officer executing the same deems
advisable, and/or to make, execute and deliver collateral bonds, endorsements,
etc., with respect to any of the
obligations aforementioned of ORBIT INTERNATIONAL CORP. to the said ROSENTHAL
& ROSENTHAL,
INC.
AND WE DO HEREBY FURTHER CONSENT that the Board of Directors and officers of
BEHLMAN
ELECTRONICS, INC. do, and they are hereby authorized to do all things
necessary to carry this consent and the
aforementioned guaranty into effect and to execute any and all instruments,
agreements and documents in
connection therewith.
Dated:   This January 8, 2001.

Name                       Number of      Class          Signature
                           Shares
<TABLE>
<S>                  <C>       <C>      <C><C>   <C><C>

</TABLE>
ORBIT INTERNATIONAL CORP.       100%           Common

By:___________________
                                                              _

STATE OF New York
            ss.:
COUNTY OF New York
  On ______________ ___, 2001 before me personally appeared Dennis Sunshine to
me known, who, being by
me severally duly sworn, did depose and say; that he is respectively the
President of the corporation described in
and which executed the foregoing instrument; that they know the seal of said
corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said
corporation and that they signed their names thereto by like order.


_______________________________
Notary Public

                           SECURITY AGREEMENT


  AGREEMENT made between ORBIT INTERNATIONAL CORP., a corporation organized
under the laws of the
State of Delaware, having its chief place of business at 80 Cabot Court,
Hauppauge, NY 11788 (hereinafter referred to
as the "Debtor"), and ROSENTHAL & ROSENTHAL, INC., a corporation organized
under the laws of the State of
Delaware, with its chief place of business at 1370 Broadway, New York, New
York 10018 (hereinafter referred to as
the "Secured Party"), as follows:

  1. In consideration of one or more loans, advances, or other financial
accommodations at any time made or
extended by Secured Party to Debtor as principal, guarantor or otherwise, at
the sole discretion of Secured Party in
each instance, Debtor hereby grants to Secured Party a security interest in
the machinery, equipment, furniture and
fixtures (if any) described on Schedule "A" annexed hereto as part hereof and
on any separate schedule at any time
furnished by Debtor to Secured Party, and in all other machinery, equipment,
furniture and fixtures (if any), now or
hereafter owned or acquired by Debtor, wherever located, including any and all
parts, replacements, substitutions,
improvements, accessories, attachments and additions thereto and therefor, and
all proceeds, if any (all of the foregoing
being hereinafter referred to as the "Collateral").

  2. The security interest in the Collateral, as granted herein, shall secure
the payment, performance and
observance of all indebtedness, obligations and liabilities of any kind of
Debtor, as principal, endorser, guarantor,
surety or otherwise, to Secured Party, now existing or hereafter arising,
direct or indirect  (including without limitation,
participations or interests of Secured Party in obligations of Debtor to
others), acquired outright, by assignment,
conditionally, or as collateral security from another, absolute or contingent,
joint or several, secured or unsecured, due
or not due, liquidated or unliquidated, arising by operation of law or
otherwise, all instruments executed and delivered
as evidence thereof, and all amendments, extensions and renewals of any of the
foregoing (all of the said indebtedness,
obligations and liabilities, and all instruments evidencing the same, are
hereinafter jointly and severally referred to as
the "Obligations").  Except as otherwise specifically provided in any note
executed and delivered by Debtor and
accepted by Secured Party or in any agreement executed by Debtor and Secured
Party, all of the Obligations shall be
payable upon demand.

  3. Debtor represents, warrants and covenants that: (a) the Collateral is and
will be located at the addresses set
forth on Schedule "A" (upon which is also set forth the name of the record
owner(s) of all real estate upon which is
located any of the Collateral and a description of such real estate), and
without prior written notice to and written
consent by Secured Party, none of the Collateral will be moved from its
present location or from any other location to
which any of the Collateral is moved with the written consent of Secured
Party; (b) the Collateral is and will be used in
Debtor's business and not for personal, family, household or farming use, and
none of the loans or advances made to or
for the account of Debtor by Secured Party were or are to be for the specific
purpose of paying wages of employees of
Debtor; (c) the Collateral, except as set forth on Schedule B hereto, is and
will be owned by Debtor free and clear of all
liens, security interests and encumbrances except as granted herein and as may
be set forth in the affidavit of title, liens
and security interests subjoined hereto; (d) Debtor will not assign, sell,
mortgage, lease, transfer, pledge, grant a
security interest in, encumber or otherwise dispose of or abandon any or all
of the Collateral without the prior written
consent of Secured Party; (e) Debtor will, at its own expense, keep the
Collateral in first class repair, running and
marketable condition, and without the prior written consent of Secured Party,
Debtor will not alter or remove any
identifying symbol or number upon the Collateral; (f) Debtor will use the
Collateral with all reasonable care and
caution, and in conformity with all applicable laws, ordinances and
regulations; (g) Debtor will make payment or
deposit when due of all taxes, assessments or contributions required by law
(including without limitation any taxes
required to be deducted and withheld from wages of employees of Debtor) which
may be levied or assessed against
Debtor or with respect to any of the Collateral or the Obligations; (h)
Secured Party shall at all times have access to
and right of inspection of the Collateral and any papers, instruments and
records pertaining thereto (and the right to
make extracts therefrom and to receive originals or true copies thereof); (i)
Debtor will not permit any of the Collateral
to be or become a part of or affixed to real property without prior notice to
Secured Party, and without first making all
arrangements and delivering to Secured Party all instruments and documents
requested by Secured Party (including
without limitation, instruments of waiver or subordination by landlords and
real property mortgagees of statutory and
non-statutory liens and rights of distraint) for the purpose of perfecting,
preserving and protecting the security interest
granted herein against all persons; (j) Debtor assumes all responsibility and
liability arising from the use of the
Collateral and Debtor, at its own expense, will insure the Collateral in the
name of and with loss or damage payable to
Secured Party, against loss or damage by fire (with extended coverage), theft,
burglary, bodily injury and such other
risks, with such companies and in such amounts as is required by Secured Party
at any time; Debtor will maintain such
insurance in effect and pay all premiums thereon, and Debtor shall deliver the
original policies to Secured Party
together with any certificates or other evidence satisfactory to Secured Party
of compliance with these provisions (k)
Debtor will promptly notify Secured Party of any loss or damage to any of the
Collateral or arising from its use and
Debtor hereby irrevocably appoints Secured Party as Debtor's lawful
attorney-in-fact to institute any action or
proceeding necessary for the recovery and collection of any moneys that may be
due under the said policies of
insurance, to discharge, compound or release any claims, to execute,
acknowledge and deliver any instruments under
said policies, to endorse Debtor's name to any check, draft or other
instrument given in payment or liquidation of any
claim under the said policies and to perform every other act and thing
thereunder, such power of attorney being coupled
with an interest; at its option, Secured Party may apply any insurance moneys
received at any time to the cost of repairs
to the Collateral and/or to payment of any of the Obligations, whether or not
due, in any order Secured Party may
direct, any surplus to be remitted to Debtor; (l) Upon request of Secured
Party, at any time and from time to time,
Debtor shall, at its sole expense, execute and deliver to Secured Party one or
more financing or other statements
pursuant to the Uniform Commercial Code (hereinafter referred to as the "UCC")
and any other papers, documents or
instruments requested by Secured Party in connection with this Security
Agreement, and, to the extent permitted by
applicable law, Debtor hereby authorizes Secured Party to execute and file at
any time or times one or more financing
or other statements under the UCC with respect to all or any part of the
Collateral signed only by Secured Party; (m)
Debtor will, at its own expense, perform all acts, execute all documents, and
furnish all information requested by
Secured Party at any time with respect to any matters referred to herein or to
evidence, perfect, maintain and enforce
Secured Party's security in the Collateral, and Secured Party may in its
discretion, for the account and expense of
Debtor, pay any amount or do any act required of Debtor hereunder or requested
by Secured Party to preserve, protect,
maintain and enforce the Obligations or the primary security interest granted
herein and which Debtor fails to do or
pay, including without limitation the payment of any judgment or judgments
against Debtor and any premiums on
insurance policies, and all such amounts so paid by Secured Party for the
account of Debtor shall be added to the
Obligations and shall be repayable upon demand; (n) Secured Party may in its
sole  discretion, extend the time of
payment, arrange for payment in installments or otherwise modify the terms of,
or release, any of the Obligations and/or
the Collateral, or any guarantor of the Obligations and/or any collateral
securing same, without discharging or
otherwise affecting the Obligations or the security interest granted herein;
(o) Debtor will promptly pay Secured Party
any and all sums, costs and expenses which Secured Party may pay or incur in
defending, protecting or enforcing the
security interest granted herein or in enforcing payment of the Obligations or
otherwise in connection with the
provisions hereof, including, but not limited to all filing and recording fees
and taxes and attorney's fees at the time the
Secured Party retains counsel to collect any of the Obligations or to protect
or enforce its security interest in the
Collateral (which attorney's fees are hereby acknowledged by Debtor to be
reasonable in amount), and all fees and all
expenses for the service and filing of papers, premiums on bonds and
undertakings, fees of marshals, sheriffs,
custodians, auctioneers and others, and all other court costs and collection
charges, all of which shall be part of the
Obligations and shall be payable on demand; (p) at any time Secured Party may
sell, pledge, negotiate,  assign  and
deliver or otherwise dispose of any of the Obligations alone or together with
any or all of the Collateral, whereupon
Secured Party shall be fully discharged from all responsibility and the
transferee shall be vested with full powers and
rights of Secured Party with respect thereto, but Secured Party shall retain
all rights and powers with respect to any
Collateral not assigned, transferred, sold, or otherwise disposed of.

  4. The occurrence of any one or more of the following events shall
constitute an event of default ("Default") by
Debtor under this Security Agreement: If Debtor or any endorser, guarantor or
surety of or for any of the Obligations
(the Debtor and all such endorsers, guarantors, and sureties, if any, are
jointly and severally referred to herein as
"Obligors"): (a) if Debtor shall fail to pay to Secured Party when due any
amounts owing to Secured Party under any
Obligation, or shall breach any of the terms, covenants, conditions or
provisions of this Agreement or any other
agreement between the parties; (b) if any guarantor, endorser or other person
liable on the Obligations shall die,
terminate its guaranty or shall breach any of the terms, covenants, conditions
or provisions of any guarantee,
endorsement or other agreement of such person with, or in favor of, Secured
Party; (c) if any representation, warranty,
or statement of fact made to Secured Party at any time by or on behalf of
Debtor is false or misleading in any material
respect; (d) if Debtor shall become insolvent, is generally unable to pay its
debts as they mature, files or has filed
against it a petition in bankruptcy, liquidation or reorganization, or if a
judgment(s) against Debtor plus judgement(s)
against Behlman Electronics, Inc. which in the aggregate exceeds $50,000
remains unpaid, unstayed or undismissed for
a period of more than five days, or if Debtor discontinues doing business for
any reason, or if a custodian, receiver or
trustee of any kind is appointed for it or any of its property;  (e) if there
is a change (by voluntary transfer, death or
otherwise) in Debtor=s controlling stockholders or owners; (f) if at any time
Secured Party shall, in its sole discretion,
reasonably exercised, consider the Obligations insecure or any part of the
Receivables unsafe, insecure or insufficient
and Debtor shall not on demand furnish other collateral or make payment on
account, satisfactory to Secured Party; or
(g) if there shall occur any loss, theft, substantial damage to or destruction
of any of the Collateral, or the making of
any levy upon,  seizure or attachment of any of the Collateral; if dispossess
proceedings are commenced against Debtor;
if judgment(s) obtained against any of the Obligors (including, without
limitation, Behlman) in any court exceed
$50,000 in the aggregate; if any proceeding, procedure or remedy supplementary
to or in enforcement of judgment shall
be commenced  against, or with respect to any property of any of the Obligors;
if any of the Obligors (being a natural
person or any general partner of an Obligor which is a partnership) shall die
or (being a partnership or corporation)
shall be dissolved; if the usual business of any of the Obligors shall be
terminated or suspended; or if any of the
Obligors shall become insolvent (however defined or evidenced) or commit an
act of bankruptcy, or make an
assignment for the benefit of creditors or appoint a committee of creditors,
or make or send notice of an intended bulk
transfer, or if there shall be convened a meeting of the creditors or
principal creditors of any of the Obligors; or if there
shall be filed by or against any of the Obligors any petition for any relief
under the bankruptcy laws of the United
States now or hereafter in effect or under any insolvency, readjustment of
debt, dissolution or liquidation law or statute
of any jurisdiction now or hereafter in effect (whether at law or in equity);
or if any petition or application to any court
or tribunal, at law or in equity be filed by or against any of the Obligors
for the appointment of any receiver or trustee
for any of the obligors or any part of the property of any of them or if any
such receiver or trustee be appointed; or if at
any time Secured Party shall, in its sole discretion, consider the Obligations
insecure or any part of the Collateral
unsatisfactory or insufficient.  Upon the occurrence of any Default and at any
time thereafter, Secured Party may,
without notice to (except as herein set forth) or demand upon Debtor, declare
any part or all of the Obligations
immediately due and payable and Secured Party shall have the following rights
and remedies in addition to all other
rights and remedies of a secured party under the UCC, all such rights and
remedies being cumulative and enforceable
alternatively, successively, or concurrently: Secured Party may, at any time
or times, with or without judicial process
and the assistance of others, enter upon any premises on which any of the
Collateral may be located and, without
interference by Debtor, take possession of the Collateral and/or dispose of
any part or all of the Collateral on any
premises of Debtor; and/or require Debtor, at Debtor's expense, to assemble
and make available to Secured Party any
part or all of the Collateral at any place and time designated by Secured
Party and reasonably convenient to both
parties; and/or remove any or all of the Collateral from any premises on which
the same may be located for the purpose
of effecting sale or other disposition thereof or for any other purpose (and
if any of the Collateral consists of motor
vehicles, Secured Party may use Debtor's license plates); and/or sell, resell,
lease, assign and deliver, grant options for
or otherwise dispose of any or all of the Collateral in its then condition or
following any commercially reasonable
preparation or processing, at public or private sale or proceedings, by one or
more contracts, in one or more parcels, at
the same or different times, at any places, with or without leaving the
Collateral at the place of sale or other disposition,
for cash and/or credit, upon any terms, and to such persons, firms or
corporations as Secured Party deems best, all
without demand for performance or any notice or advertisement whatsoever
except that where an applicable statute
requires reasonable notice of sale or other disposition Debtor hereby agrees
that the sending of five days' notice, by
ordinary mail, postage prepaid, to any address of Debtor set forth in this
Security Agreement, of the place and time of
any public sale or of the time after which any private sale or other intended
disposition is to be made shall be deemed
reasonable notice thereof.  If any of the Collateral is sold by Secured Party
upon credit or for future delivery, Secured
Party shall not be liable for the failure of the purchaser to pay for same and
in such event Secured Party may resell or
otherwise dispose of such Collateral.  Secured Party may apply the cash
proceeds actually received from any sale or
other disposition to the costs and expenses in connection therewith, including
the expenses of retaking, holding,
preparing for sale, selling or otherwise disposing of the Collateral, to
reasonable attorney's fees, and all other expenses
which may be incurred by Secured Party in attempting to collect the
Obligations, proceed against the Collateral or
otherwise enforce this Security Agreement, or in the prosecution or defense of
any action or proceeding related to the
Obligations or this Security Agreement; and the balance of such cash proceeds
actually received shall be applied to the
Obligations in such order and as to principal and interest as Secured Party
may desire; and Debtor shall remain liable
and will pay Secured Party on demand any deficiency remaining, together with
any charges specified herein or in any
instruments evidencing any of the Obligations and the balance of any expenses
unpaid, with any surplus to be paid to
Debtor subject to any duty of Secured Party imposed by law in favor of the
holder of any subordinate security interest
in the Collateral known to Secured Party.

  5. As collateral security for the Obligations, Debtor also hereby grants to
Secured Party a continuing lien upon
and security interest in any and all moneys, securities and other property of
Debtor, other than real property, and the
proceeds thereof, now or hereafter owned by Debtor and held or received by or
in transit to, Secured Party, from or for
Debtor, whether for custody, pledge, transmission, collection or otherwise,
and any and all deposits and credits of
Debtor with, and any and all claims of Debtor against, Secured Party, at any
time existing.  Upon the occurrence of any
Default, the Secured Party is authorized at any time and from time to time
without notice to Debtor to setoff,
appropriate and apply any or all of such securities, property, other than real
property, deposits, claims and credits, to
the payment of any of the Obligations.  Any and all other property, other than
real property, now or hereafter owned by
Debtor, in or upon which Secured Party at any time has a security interest or
lien, shall be collateral security for all of
the Obligations.

  6. Upon the occurrence of any Default, Debtor shall pay to Secured Party, as
liquidated damages and as part of
the Obligations, a charge at the rate of two per cent per month upon the
unpaid balance of the Obligations from the date
of Default until the date of full payment of the Obligations, but in no event
shall such rate exceed the Maximum Rate,
as such term is defined in the Financing Agreement dated January 8, 2001.

  7. Secured Party shall not be deemed to assume any responsibility for or
obligation or duty with respect to any
part or all of the Collateral, or any matter or proceedings arising out of or
relating thereto, and the same shall be at
Debtor's sole risk at all times.  Secured Party shall not be required to take
any action of any kind to collect, preserve, or
protect its or Debtor's rights in the Collateral or against other parties
thereto.  The grant herein of a security interest in
proceeds of the Collateral shall not be deemed a waiver or release of the
covenant by Debtor not to sell or otherwise
dispose of any of the Collateral without the prior written consent of Secured
Party.  Debtor hereby releases Secured
Party from any claims, causes of action and demands at any time arising out of
or with respect to this Security
Agreement, the Obligations, the use of the Collateral and/or any actions taken
or omitted to be taken by Secured Party
with respect thereto, and Debtor agrees to hold Secured Party harmless from
and with respect to any and all such
claims, causes of action and demands.  Secured Party's prior recourse to any
part or all of the Collateral shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of the Obligations, nor shall any
demand, suit or proceeding for payment or collection of the Obligations
constitute a condition of any recourse by
Secured Party to the Collateral.  Any suit or proceeding by Secured Party to
recover any of the Obligations shall not be
deemed a waiver of or bar against, subsequent proceedings by Secured Party
with respect to any other Obligations
and/or with respect to the Collateral.  No act, failure or delay by Secured
Party shall constitute a waiver of its rights
and remedies hereunder or otherwise.  No single or partial waiver by Secured
Party of any covenant, warranty,
representation, Default or right or remedy which Secured Party may have shall
operate as a waiver of any other
covenant, warranty, representation, Default, right or remedy or of the same
covenant, warranty, representation, Default,
right or remedy on a future occasion.  Debtor waives presentment, notice of
dishonor, protest and notice of protest of all
instruments included in or evidencing any of the Obligations or the
Collateral, and any and all notices or demands
whatsoever (except as expressly provided herein).  In the event of any
litigation with respect to any matter connected
with this Security Agreement, the Obligations or the Collateral, Debtor waives
all rights to a trial by jury, and all
defenses (including but not limited to any defense of the statute of
limitations), rights of setoff and counterclaim of any
nature.  Debtor hereby irrevocably consents to the jurisdiction of the Courts
of the State of New York and of any
Federal Court located in such State in connection with any action or
proceeding arising out of or relating to any or all of
the Obligations and/or this Security Agreement.  In any such litigation Debtor
waives personal service of any summons,
complaint or other process, and agrees that the service thereof may be made by
certified or registered mail directed to
Debtor at its chief place of business set forth in this Agreement.  Within
thirty days after such mailing, the Debtor so
served shall appear and answer to such summons, complaint or other process.
Should the Debtor so served fail to
appear or answer within said thirty day period, the Debtor shall be deemed in
default and judgment may be entered by
Secured Party against the Debtor for the amount or other relief as demanded in
any summons, complaint or other
process so served.  No provision of this Security Agreement or the Obligations
shall be modified, altered, limited,
waived, released or terminated by any act or omission to act or any course of
dealing or usage of trade or otherwise,
except by a written instrument expressly referring thereto and executed by the
party to be charged.  The execution and
delivery of this Security Agreement has been authorized by the Board of
Directors of Debtor (if a corporation) and by
any necessary vote or consent of stockholders of Debtor.  This Security
Agreement and all Obligations shall be binding
upon the heirs, executors, administrators, successors, and assigns of Debtor,
and shall, together with the rights and
remedies of Secured Party hereunder, inure to the benefit of Secured Party,
its successors, endorsees and assigns.
Debtor, if more than one, shall be jointly and severally liable hereunder.
This Security Agreement and the Obligations
shall be governed in all respects by the laws of the State of New York.  All
terms used herein shall have the meanings
as defined in the New York Uniform Commercial Code.  If any term of or
schedule to this Security Agreement shall be
held to be incomplete, invalid, illegal or unenforceable, the validity of all
other terms hereof shall in no way be affected
thereby.  Secured Party is authorized to annex hereto any schedules referred
to herein.  Debtor has received and read a
copy of this Security Agreement.

IN  WITNESS  WHEREOF, the undersigned Debtor has executed this  Security
Agreement in the State of New York
on January 8, 2001.
ORBIT INTERNATIONAL CORP.

By:___________________________
   President

By:___________________________
   Secretary



STATE OF NEW YORK
     ss.
COUNTY OF NEW YORK

  On December ___, 2001 before me personally appeared Dennis Sunshine and
Harlan Sylvan to me known, who,
being by me severally duly sworn, did each for himself depose and say; that
they are respectively the President and
Secretary of the corporation described in and which executed the foregoing
instrument; that they know the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board
of Directors of said corporation and that they signed their names thereto by
like order.

___________________________
Notary Public



                               Schedule A

  The following are all of the locations of the Collateral:

80 Cabot Court, Hauppauge, NY 11788

ORBIT INTERNATIONAL CORP.

By:___________________________
   President


By:___________________________
   Secretary



                          CORPORATE AFFIDAVIT
STATE OF NEW YORK
                  ss.
COUNTY OF NEW YORK

Dennis Sunshine and Harlan Sylvan each for himself being duly sworn, deposes
and says that: they reside respectively
at 32 Ryder Avenue, Dix Hills, NY and at 19 Ensign Lane, Massapequa, NY and
are respectively President and
Secretary of ORBIT INTERNATIONAL CORP.; they are over twenty-one years of age;
said corporation is the sole
owner and in possession of the Collateral mentioned and described in the
foregoing Security Agreement and has the
sole right and lawful authority to grant a security interest therein; the said
Collateral and each and every part thereof is
now free and clear of and from any and all liens, encumbrances and security
interests of whatsoever nature or
description except
NONE;
the following are the locations of all places of business of said corporation
80 Cabot Court, Hauppauge, NY 11788;
there are no judgments against said corporation in any Court of any State or
of the United States; there is no attachment
or execution now outstanding against said corporation; no receiver of said
corporation has ever been appointed or
applied for; there are no bankruptcy, arrangement or reorganization
proceedings pending against or with respect to it,
nor have any ever been taken by or against it, nor has it ever been adjudged a
bankrupt or debtor in any such
proceedings; no assignment for the benefit of creditors has been made by it;
said corporation is solvent and justly
indebted to the Secured Party within named in the amount set forth in this
Security Agreement; the security interest is
for value received and there are no claims, offsets or defenses against the
Obligations or the Collateral; and deponents
have read the foregoing Security Agreement and know the contents thereof and
that same is true and accurate in every
respect.  Deponents further state that this affidavit is made for the purpose
of inducing the Secured Party in the
foregoing Security Agreement to give to Debtor the credit mentioned in the
foregoing Security Agreement, knowing full
well that Secured Party relies upon the truth of said representations.

_________________________

___________________________


Sworn to before me this January ___, 2001

________________________
Notary Public




                         CERTIFIED RESOLUTIONS

  The undersigned, being respectively President and Secretary of ORBIT
INTERNATIONAL CORP.
a Delaware, Corporation having its principal offices at 80 Cabot Court,
Hauppauge, NY 11788,  hereby
CERTIFY that at a meeting of the Board of Directors of said corporation duly
called and held, in
accordance with the by-laws of said corporation and all applicable laws, on
the March 30, 2001 ,
quorum being present and voting throughout, the following resolutions were
unanimously adopted and
recorded in the minute books of said corporation and do not contravene any
provision of its corporate
charter or by-laws and are now in full force and effect without revocation or
change;
"RESOLVED:
1.   That any one or more of the officers of this corporation be and each of
them hereby is authorized and
directed, in the name and on behalf of this corporation: (a) to generally
borrow money and obtain credit
for this corporation from time to time from Rosenthal & Rosenthal, Inc.
("Rosenthal") upon terms and
conditions,. as to rates of interest, discounts, premiums and otherwise,
satisfactory to Rosenthal; (b) to
execute and deliver to Rosenthal a promissory note or notes, in form and
substance satisfactory to
Rosenthal, as evidence of such borrowing or borrowings, containing such terms
and conditions as to
rates of interest, discounts, premiums and otherwise as Rosenthal may require
and as any officer of this
corporation may approve, such approval being conclusively evidenced by the
execution and delivery of
such promissory note or notes by any officer of the corporation; (c) to grant
a security interest to
Rosenthal in any or all personal property now owned and hereafter acquired by
this corporation,
including without limitation all machinery, equipment, furniture and fixture
(if any) now owned and
hereafter acquired by this corporation, wherever located, and all
replacements, substitutions, additions
and improvements thereto and thereof, and all proceeds,. if any, of the
foregoing, as collateral security
for the payment performance, observance and fulfillment by this corporation of
any and all indebtedness,
obligations and liabilities of any kind of this corporation, as principals,
endorser, guarantor, surety or
otherwise, to Rosenthal, now existing and hereafter arising, direct or
indirect, (including without
limitation, participation or interest of Rosenthal in obligations of this
corporation to others), acquired
outright, by assignment, conditionally, or as collateral security from
another, fixed or contingent, joint
or several, due or not due,. liquidated or unliquidated, arising by operation
of law or otherwise, and all
instruments executed and delivered as evidence thereof, which security
interest shall be upon such terms
and conditions as Rosenthal may require; (d) execute and deliver to Rosenthal
a security agreement or
agreements and financing statements, in form and substance satisfactory to
Rosenthal, granting such
security interest to Rosenthal, containing such terms and conditions as
Rosenthal may require and as any
officer of this corporation may approve, such approval being conclusively
evidenced by the executions
and delivery of such security agreement by any officer of this corporation;
and (e) to execute and deliver
to Rosenthal, from time to time any and all other papers, documents,
instruments, notices, certificates
and financing statements under the Uniform Commercial Code or otherwise, in
connection with or in
implementation of the foregoing resolutions or in amendment, modification or
supplement of and to the
said promissory note or notes, security agreement or agreements and financing
statements, the same to
be in form and substance satisfactory to Rosenthal, and to do all other acts
necessary desirable to
effectuate the foregoing resolutions.

2.   That the Secretary or any Secretary of this corporation alone or jointly
with any other officer of this
corporation, is hereby authorized to certify and deliver to Rosenthal for in
the name of this corporation
and under the seal thereof, copies of these resolutions."
  AND we further CERTIFY that the Certificate of Incorporation of the
corporation and all
amendments thereto, if any, and the By-Laws of this corporation, do not
provide that the vote or
consent of shareholders is required to authorize any or all of the
transactions referred to in the foregoing
Resolutions;

  AND we further CERTIFY that, from our examination of the minute book and
other pertinent
records of this corporation now in our possession, and of our own knowledge,
the following named
persons constitute all of the officers of this corporation presently serving
as such and that adjacent to
each name is the genuine signature of each such officer:

OFFICE         NAME                SIGNATURE

President        Dennis Sunshine             _______________________

Secretary        Harlan Sylvan               _______________________

  IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of
this corporation,
this January 8, 2001

Corp. Seal

____________________________
President

____________________________
Secretary

STATE OF New York
               ss.:
COUNTY OF New York
  On this___________________ 2001, before me personally came Dennis Sunshine
and Harlan Sylvan
to me known and known to me to be the individual described in and who executed
the foregoing
instrument, and he duly acknowledged that he executed the same.

_______________________________
      Notary Public

Exhibit 10 (k) Financing Agreement dated January 8, 2001 between Behlman
Electronics, Inc. and Rosenthal &
          Rosenthal, Inc. including exhibits and schedules thereto.

ROSENTHAL & ROSENTHAL, INC.

                            Financing Agreement

AGREEMENT dated January 8, 2001 between BEHLMAN ELECTRONICS, INC.
("BORROWER"), a
corporation duly organized and presently existing in good standing under the
laws of the State of Delaware
whose chief executive office is at 80 Cabot Court, Hauppauge, NY 11788, and
ROSENTHAL &
ROSENTHAL, INC. ("LENDER"), a New York corporation with an address at 1370
Broadway, New York,
New York 10018.

      Borrower desires to obtain loans and other financial accommodations from
Lender on a revolving basis
upon the security of the "Collateral" as herein defined. Now, therefore,
Borrower and Lender agree as follows.

SECTION 1 DEFINITIONS

      As used in this Agreement, these terms shall have the following meanings
which shall be applicable to
both the singular and plural forms of such terms.



     1.1  "ACCOUNT DEBTOR" shall mean the account debtor with respect to a
Receivable and any other Person
who is obligated on such Receivable.

     1.2  "AFFILIATE" of a party shall mean any entity controlling, controlled
by, or under common control
with, the party, and the term "controlling" and such variations thereof shall
mean ownership of a majority of the
voting power of a party.

     1.3  "BUSINESS DAY" shall mean a day on which Lender and major banks in
New York City are open for
the regular transaction of business.

     1.4 ADEFAULT@ shall have the meaning provided in section 8.1 hereof.

     1.5  AEFFECTIVE RATE@ shall have the meaning provided in Section 3.1
hereof.

     1.6  "ELIGIBLE RECEIVABLES" shall mean Receivables created by Borrower in
the regular course of its
business which are and at all times shall continue to be acceptable to Lender
in all respects. Standards of
eligibility may be fixed and revised from time to time solely by Lender in its
exclusive judgment. In determining
eligibility Lender may, but need not, rely on ageings, reports and schedules
of Receivables furnished by
Borrower, but reliance thereon by Lender from time to time shall not be deemed
to limit Lender's right to revise
standards of eligibility at any time. In general, a Receivable shall not be
deemed eligible unless the Account
Debtor on such Receivable is and at all times continues to be acceptable to
Lender and unless each Receivable
complies in all respects with the representations, covenants and warranties
hereinafter set forth.

     1.7  "ELIGIBLE INVENTORY" shall mean Inventory owned by Borrower in the
regular course of its business
which is and at all times shall continue to be acceptable to Lender in all
respects. Standards of eligibility may be
fixed and revised from time to time solely by Lender in its exclusive
judgment. In determining eligibility, Lender
may, but need not, rely on certificates of inventory and reports furnished by
Borrower, but reliance thereon by
Lender from time to time shall not be deemed to limit Lender's right to revise
standards of eligibility at any time.
In general, Inventory shall not be deemed eligible unless it complies in all
respects with the representations,
covenants and warranties hereinafter set forth, made by Borrower with respect
thereto.

     1.8  AGAAP@ shall mean generally accepting accounting principles in the
United States of America as in
effect from time to time as set forth in the opinions and pronouncements of
the Accounting Principles Board and
the American Institute of Certified Public Accountants and the elements and
pronouncements of the Financial
Accounting Standards Board which are applicable to the circumstances as of the
date of determination
consistently applied.

     1.9  "INVENTORY" shall mean Inventory as defined in the Inventory
Security Agreement executed by
Borrower in favor of Lender.

     1.10 AINVENTORY ADVANCE PERCENTAGE@ shall mean the Inventory Advance
Percentage as defined in
section 2.1 hereof.

     1.11  "LOAN ACCOUNT" shall mean the Loan Account as described in Section
2.1 hereof.

     1.12 AMARGIN@ shall mean ONE AND THREE QUARTER percent (1.75%) per annum.

     1.13 AMAXIMUM CREDIT FACILITY@ shall mean $1,000,000.

     1.14  "MAXIMUM RATE" shall have the meaning provided in Section 9.2 hereof.

     1.15  "NET AMOUNT OF ELIGIBLE RECEIVABLES" shall mean the gross amount of
Eligible Receivables less
sales, excise or similar taxes, returns, discounts, claims, credits and
allowances of any nature at any time issued,
owing, granted, outstanding or claimed, and less (without duplication) all
amounts payable by any Account
Debtor on Eligible Receivables if any Eligible Receivable of such Account
Debtor is unpaid more than ninety
(90) days following its invoice date.

     1.16  "OBLIGATIONS" shall mean all obligations, liabilities and
indebtedness of Borrower to Lender or an
Affiliate of Lender, however evidenced, arising under this Agreement, under
any other or supplemental financing
provided to Borrower by Lender or an Affiliate of Lender, or independent
hereof or thereof, whether now
existing or incurred from time to time hereafter and whether before or after
termination hereof, absolute or
contingent, joint or several, matured or unmatured, direct or indirect,
primary or secondary, liquidated or
unliquidated, and whether arising directly or acquired from others (whether
acquired outright, by assignment
unconditionally or as collateral security from another and including, without
limitation, participations or interest
of Lender in obligations of Borrower to others), and including (without
limitation) all of Lender's charges,
commissions, fees, interest, expenses, costs and attorneys' fees chargeable to
Borrower in connection therewith.

     1.17  "OVER-ADVANCE " shall mean any portion of all loans and advances
which on any day exceeds (a)
the product of the Receivables Advance Percentage multiplied by the Net Amount
of Eligible Receivables, plus
(b) the product of the Inventory Advance Percentage multiplied by the Eligible
Inventory.

     1.18 APERSON@ shall mean any person, firm, corporation, partnership,
limited liability company,
association, company, trust, estate, custodian, nominee or other individual or
entity.

     1.19  "PRIME RATE" shall mean the prime rate from time to time publicly
announced in New York City
by The Chase Manhattan Bank.

     1.20  "RECEIVABLES" shall mean all obligations to Borrower for the
payment of money arising out of the
sale of goods or the rendering of services by Borrower, now existing or
hereafter arising, however evidenced,
including without limitation all accounts, contract rights, general
intangibles, documents, chattel paper and
instruments (as each of such terms is defined in the New York Uniform
Commercial Code).

     1.21  "RECEIVABLE ADVANCE PERCENTAGE" shall mean the Advance Percentage
as defined in Section 2.1
hereof.


SECTION 2 LOANS

     2.1  Lender shall, in its discretion, make loans to Borrower from time to
time, at Borrower's request,
which loans in the aggregate shall not exceed the lesser of (i) eighty percent
(80%) (the "Receivables Advance
Percentage") of the Net Amount of Eligible Receivables which have been validly
assigned to Lender and in which
Lender holds a perfected security interest pursuant to the terms hereof
ranking prior to and free and clear of all
interests, claims, and rights of others; or (ii) the Maximum Credit Facility .
The making of any loan in excess of
the percentages set forth above shall not be deemed to modify such percentage
or create any obligation to make
any further such loan. All loans (and all other amounts chargeable to Borrower
under this Agreement or any
supplement hereto) shall be charged to a Loan Account in Borrower's name on
Lender's books. Lender shall
render to Borrower each month a statement of the Loan Account (and all credits
and charges thereto) which
shall be considered correct and accepted by Borrower and conclusively binding
upon Borrower as an account
stated except to the extent that Lender receives a written notice by
registered mail of Borrower's exceptions
within 30 days after such statement has been mailed by ordinary mail to
Borrower.

SECTION 3 LENDER'S CHARGES

     3.1  Borrower agrees to pay to Lender each month interest (computed on
the basis of the actual number
of days elapsed over a year of 360 days) on the average daily balances in the
Loan Account during the preceding
month at a rate (the AEffective Rate@)equal to the Prime Rate plus the Margin.
The Effective Rate above shall
increase or decrease by one-quarter of one per cent (1/4 of 1%) per annum for
each increase or decrease,
respectively, of one-quarter of one per cent (1/4 of 1%) per annum in the
Prime Rate; and provided further, that
no decrease in the Prime Rate below 6% per annum shall be given any effect.
Any change in the Effective Rate
due to a change in the Prime Rate shall take effect on the date of such change
in the Prime Rate.

     3.2  Borrower shall pay to Lender an annual facility fee in the amount of
one half of one percent (2 of
1%) of the Line of Credit payable at  (a) the closing date and (b) on each
Renewal Date thereafter.

     3.3  Should Lender arrange to open Letters of Credit or issue guaranties
for Borrower's account,
Borrower agrees to pay Lender an amount equal to 1/2 of 1% of the face amount
of such Letters of Credit or
guaranties, plus an additional 1/4 of 1% for each 30 days or portion thereof
that the Letter of Credit (or any
resulting acceptance) or guaranty remains open and unpaid, plus bank charges.

     3.4  A statement of all of Lender's charges shall accompany each monthly
statement of the Loan Account
and such charges shall be payable by Borrower within 5 days after receipt of
such statement. In lieu of the
separate payment of charges, Lender at its option, shall have the right to
debit the amount of such charges to
Borrower's Loan Account, which charges shall be deemed to be first paid by
amounts subsequently credited to
the Loan Account. As more fully provided in Section 9.2 hereof, in no event
shall the interest charges hereunder
exceed the Maximum Rate.

SECTION 4 SECURITY INTEREST IN COLLATERAL

     4.1  As security for the prompt performance, observance and payment in
full of all of the Obligations,
Borrower grants to Lender a security interest in, a continuing lien upon and a
right of setoff against, and
Borrower hereby assigns, transfers, pledges and sets over to Lender
(collectively, including any other assets of
Borrower in which Lender may be granted a security interest, the
"Collateral"): (i) all Receivables (whether or
not Eligible Receivables and whether or not specifically listed on any
schedules, assignments or reports furnished
to Lender), (ii) all of Borrower's property, and the proceeds thereof, now or
hereafter held or received by or in
transit to Lender or held by others for Lender's account, including any and
all deposits, balances, sums and
credits of Borrower with, and any and all claims of Borrower against, Lender,
at any time existing, but
specifically not including any real property, (iii) all credit insurance
policies, and all other insurance and all
guarantees relating to the Receivables or other Collateral, (iv) all books,
records and other general intangibles
evidencing or relating to Receivables or other Collateral; all deposits, or
other security for the obligation of any
person under or relating to Receivables, all of the Borrower's rights and
remedies of whatever kind or nature it
may hold or acquire for the purpose of securing or enforcing Receivables; all
right, title and interest of the
Borrower in and to all goods relating to, or which by sale have resulted in,
Receivables, including goods returned
by or reclaimed or repossessed from Account Debtors and all goods described in
copies of invoices delivered by
Borrower to Lender; all rights of stoppage in transit, replevin, repossession
and reclamation and all other rights
and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of
Credit naming Borrower as
beneficiary and which provides for, guarantees or assures the payment of any
Receivable; (v) all general
intangibles whether or not arising out of the sale of goods or rendition of
services, and including without
limitation choses in action, causes of action, tax refunds (and claims), and
reversions from terminated pension
plans; and (vi) all proceeds of such Collateral, in any form, including,
without limitation, cash, non-cash items,
checks, notes, drafts and other instruments for the payment of money. Such
security interest in favor of Lender
shall continue during the term of this Agreement and until payment in full of
all Obligations, whether or not this
Agreement shall have sooner terminated.

     4.2  At Lender's request, Borrower will mark its ledger cards, books of
account and other records
relating to Receivables with appropriate notations satisfactory to Lender
disclosing that the Receivables have
been assigned to Lender and will provide Lender with confirmatory assignment
schedules in form satisfactory to
Lender, copies of customers' invoices, evidence of shipment or delivery, and
such further information as Lender
may require. Borrower will take any and all steps and observe such formalities
as Lender may request from time
to time to create and maintain in Lender's favor a valid and first lien upon,
security interest in and pledge of all of
Borrower's Receivables and all other Collateral, including without limitation
by way of filing financing statements
and other notices and amendments and renewals thereof that may be requested by
Lender to maintain such
security interest in and pledge of the Collateral.

SECTION 5 CUSTODY AND INSPECTION OF COLLATERAL AND RECORDS;
     COLLECTION AND HANDLING OF COLLATERAL

     5.1  Until Borrower's authority so to do is terminated at any time by
notice from Lender, Borrower will,
at its own expense and on Lender's behalf, collect as Lender's property and in
trust for Lender all payments and
prepayments on Receivables, and shall not commingle such collections with
Borrower's own funds. As to all
moneys so collected, including all prepayments by customers, Borrower shall on
the day received remit all such
collections to Lender in the form received. All amounts collected on
Receivables when received by Lender shall
be credited to Borrower's Loan Account, adding three Business Days for
collection and clearance of remittances.
Such credits shall be conditional upon final payment to Lender. Nothing
contained in this Section 5.1, or
otherwise in the Agreement, shall be deemed to reduce Lender=s rights and
powers pursuant to Section 7 of this
Agreement.

     5.2  All records, ledger sheets, correspondence, contracts and
documentation relating to or evidencing
Receivables shall, until delivered to Lender or removed by Lender from
Borrower's premises, be kept on
Borrower's premises, without cost to Lender, in appropriate containers in safe
places, bearing suitable legends
identifying them and all related files, containers, receptacles and cabinets
as being under Lender's dominion and
control. Lender shall at all reasonable times have full access to and the
right to examine and make copies of
Borrower's books and records, to confirm and verify all Receivables assigned
to Lender and to do whatever else
Lender deems necessary to protect its interest. Lender may at any time remove
from Borrower's premises, or
require Borrower to deliver any contracts, documentation, files and records
relating to Receivables, or Lender
may, without cost or expense to Lender, use such of Borrower's personnel,
supplies and space at Borrower's
places of business as may be reasonably necessary for collection of Receivables.

     5.3  Borrower will immediately upon obtaining knowledge thereof report to
Lender all reclaimed,
repossessed or returned merchandise, Account Debtor claims and any other
matter affecting the value,
enforceability or collectibility of Receivables. Any merchandise reclaimed or
repossessed by or returned to
Borrower will, at the cost and expense of Borrower, be set aside, marked with
the name of the Lender and will
be held by Borrower for the account of Lender and subject to Lender's security
interest. All claims and disputes
relating to Receivables are to be promptly adjusted by Borrower with the prior
approval of Lender and within a
reasonable time, at its own cost and expense. Lender may, at its option,
settle, adjust or compromise claims and
disputes relating to Receivables which are not adjusted by Borrower within a
reasonable time.

     5.4  Borrower shall reimburse Lender on demand for all costs of
collection incurred by Lender in efforts
to enforce payment of Receivables, recovery of or realization upon any other
Collateral, including attorneys' fees
and the fees and commissions of collection agencies. All and any fees, costs
and expenses, of whatever kind and
nature, including taxes of any kind, which Lender may incur in filing public
notices (including appraisal fees and
advertising costs), and the reasonable charges of any attorney whom Lender may
engage in preparing and filing
documents, making title or lien examinations and rendering opinion letters, as
well as expenses incurred by
Lender (including all attorneys' fees and including Lender's out of pocket
expenses in conducting periodic field
examinations of Borrower and the collateral plus Lender's prevailing per diem
charge for each of its examiners in
the field and office, now $750 per person per day), in protecting,
maintaining, preserving, enforcing or
foreclosing the pledge, lien and security interest granted to Lender
hereunder, whether through judicial
proceedings or otherwise, or enforcing or collecting the Receivables, or
recovery of or realization upon any other
Collateral, or in defending or prosecuting any actions or proceedings arising
out of or related to its transactions
with Borrower, including actions or proceedings which may involve any person
asserting a priority or claim with
respect to the Collateral, shall be borne and paid for by Borrower on demand,
shall constitute part of the
Obligations and may at Lender's option be charged to Borrower's Loan Account.

SECTION 6 REPRESENTATIONS, COVENANTS AND WARRANTIES

     As an inducement to Lender to enter into this Agreement, Borrower
represents, covenants and warrants
(which shall survive the execution and delivery of this Agreement) that:

     6.1  Borrower is a corporation duly organized and presently existing in
good standing under the laws of
the State of Delaware and is duly qualified and existing in good standing in
every other state in which the nature
of Borrower's business requires it to be qualified.

     6.2  The execution, delivery and performance of this Agreement are within
the corporate powers of
Borrower, have been duly authorized by appropriate corporate action and are
not in contravention of the terms
of Borrower's charter or by-laws or of any indenture, agreement or undertaking
to which Borrower is a party or
by which it may be bound. Borrower warrants that it is and covenants that it
shall remain solvent at all times
while this Agreement is in effect.

     6.3  Borrower is and shall be, with respect to all Inventory, the owner
thereof free from any lien, security
interest or encumbrance of any kind, except in favor of Lender. No Receivable
or any other Collateral, except as
set forth on Schedule A hereto, has been or shall hereafter be assigned,
pledged or transferred to any person
other than the Lender or in any way encumbered or subject to a security
interest except to Lender and Borrower
shall defend the same against the claims of all persons.

     6.4  Borrower's books and records relating to the Receivables are
maintained at the office referred to
below. Except as otherwise stated below, the principal executive office of
Borrower is located at such address
and has been so located on a continuous basis for not less than six months.
Borrower shall not change such
location without Lender's prior written consent, and, upon making any such
change, Borrower agrees to execute
any additional financing statements or other documents or notices which Lender
may require.

     6.5  All loans and advances requested by Borrower under this Agreement
shall be used for the general
corporate and business purposes, including working capital purposes, of
Borrower and shall in no event be
requested or used by Borrower for the specific purpose of paying wages of the
employees of Borrower.

     6.6  Borrower shall maintain its shipping forms, invoices and other
related documents in a form
satisfactory to Lender and shall maintain its books, records and accounts in
accordance with sound accounting
practice. Borrower agrees to furnish Lender with balance sheets, statements of
profit and loss, interim financial
statements, cash flow projections accounts receivable agings (i) weekly not
later than Wednesdays of each week,
covering the period through Friday of the previous week; and (ii) monthly, not
later than the 10th of each month
covering the previous month and such other information regarding the business
affairs and financial condition of
Borrower as Lender may from time to time reasonably request, including,
audited statements within 105 days
after the end of each quarterly period of each fiscal year of Borrower, in
such detail and scope as Lender may
require, prepared and certified by independent Certified Public Accountants
acceptable to Lender, an unaudited
financial statement prepared on a reviewed basis within 50 days after the end
of each second quarter of
Borrower, prepared by independent Certified Public Accountants acceptable to
Lender. All such statements and
information shall fairly present the financial condition of Borrower as of the
dates, and the results of its
operations for the periods, for which the same are furnished.

     6.7  Borrower shall duly pay and discharge all taxes, assessments,
contributions and governmental
charges upon or against it or its properties or assets prior to the date on
which penalties attach thereto. Borrower
shall be liable for any tax (excluding a tax imposed on the overall net income
of Lender) imposed upon any
transaction under this Agreement or giving rise to the Receivables or which
Lender may be required to withhold
or pay for any reason and Borrower agrees to indemnify and hold Lender
harmless with respect thereto, and to
repay Lender on demand the amount thereof, and until paid by Borrower shall be
added to the Obligations
secured hereunder, and may at Lender's option be charged to Borrower's Loan
Account.

     6.8  With respect to each Receivable, Borrower hereby represents and
warrants that: each Receivable
represents a valid and legally enforceable indebtedness based upon an actual
and bona fide sale and delivery of
property or rendition of services in the ordinary course of Borrower's
business which has been finally accepted by
the Account Debtor and for which the Account Debtor is unconditionally liable
to make payment of the amount
stated in each invoice, document or instrument evidencing the Receivable in
accordance with the terms thereof,
without offset, defense or counterclaim; to the best of Borrower=s knowledge
each Receivable will be paid in full
at maturity; all statements made by Borrower and all unpaid balances appearing
in any invoices, documents,
instruments and statements of account describing or evidencing the Receivables
are true and correct and are in all
respects what they purport to be and all signatures and endorsements of
Borrower that appear thereon are
genuine and all signatories and endorsers of Borrower have full capacity to
contract; nothing has come to
Borrower=s attention which indicates that any Account Debtor owing a
Receivable and each guarantor, endorser
or surety of such Receivable is not solvent or is financially unable to pay in
full the Receivable when it matures;
and all recording, filing and other requirements of giving public notice under
any applicable law have been duly
complied with.

     6.9  Borrower shall until payment in full of all Obligations to Lender
and termination of this Agreement
(a) cause to be maintained at the end of each fiscal quarter (ie, December,
March, June, September), Tangible
Net Worth in an amount not less than $5,000,000 and (b) cause to be maintained
at the end of each such fiscal
quarter, Working Capital of not less than $4,250,000.

     For the purpose hereof the following terms shall have the following
definitions:

     "CURRENT ASSETS" at a particular date shall mean cash, accounts
receivable, and inventory of Borrower
providing however, that such amounts shall not include any amounts for any
indebtedness owing by any affiliate
to Borrower.

     "CURRENT LIABILITIES"  at a particular date shall mean all amounts which
would, in conformity with
GAAP, be included under current liabilities on a balance sheet of Borrower, as
at such date but in any event
including without limitations, the amounts of (a) all indebtedness payable on
demand, or at the option of the
person or entity to whom such indebtedness is owed, not more than twelve (12)
months after such date, (b) any
payments in respect of any indebtedness (whether installment, serial maturity,
sinking fund payment or otherwise)
required to be made not more than twelve (12) months after such date, (c) all
reserves in respect of liabilities or
indebtedness payable on demand or, at the option of the person or entity to
whom such indebtedness is owed,
not more than twelve (12) months after such date, the validity which is not
contested to such date, (d) all
accruals for federal or other taxes measured by income payable within twelve
(12) months of such date and (e) all
outstanding indebtedness to Lender.

     "TANGIBLE NET WORTH" shall mean,  at a particular date (a) the aggregate
amount of all assets of
Borrower as may be properly classified as such in accordance with GAAP
consistently applied excluding such
other assets as are properly classified as intangible assets under GAAP, less
(b) the aggregate amount of all
liabilities of Borrower (excluding subordinated liabilities to Lender)
determined in accordance with GAAP.

     "WORKING CAPITAL" shall mean the excess, if any, of Current Assets less
Current Liabilities.


SECTION 7 SPECIFIC POWERS OF LENDER

     7.1  Borrower hereby constitutes Lender or its agent, or any other person
whom Lender may designate,
as Borrower's attorney, at Borrower's own cost and expense to exercise at any
time all or any of the following
powers which, being coupled with an interest, shall be irrevocable until all
Obligations have been paid in full: (a)
to receive, take, endorse, assign, deliver, accept and deposit, in Lender's or
Borrower's name, any and all checks,
notes, drafts, remittances and other instruments and documents relating to
Receivables and proceeds thereof; (b)
to receive, open and dispose of all mail addressed to Borrower and to notify
postal authorities to change the
address for delivery thereof to such address as Lender may designate; (c) to
transmit to Account Debtors
indebted on Receivables notice of Lender's interest therein and to request
from such Account Debtors at any
time, in Borrower's name or in Lender's or that of Lender's designee,
information concerning the Receivables and
the amounts owing thereon; (d) to notify Account Debtors to make payment
directly to Lender; (e) to take or
bring, in Borrower's name or Lender's, all steps, actions, suits or
proceedings deemed by Lender necessary or
desirable to effect collection of the Receivables; and (f) to sign on behalf
of the Borrower one or more financing
statements (or amendments to financing statements) under the Uniform
Commercial Code. In addition, to the
extent permitted by law, Lender may file one or more financing statements
signed only by Lender, naming
Borrower as debtor and Lender as secured party and indicating therein the
types or describing the items of
collateral covered by this Agreement. Without limitation of any of the powers
enumerated above, Lender is
hereby authorized to accept and to deposit all collections in any form,
relating to Receivables, received from or
for the account of Account Debtors (whether such collections are remitted
directly to Lender by Account
Debtors or are forwarded to Lender by Borrower), including remittances  which
may reflect deductions taken by
Account Debtors, regardless of amount, the Loan Account of Borrower to be
credited only with amounts
actually collected on Receivables in accordance with Section 5.1. Borrower
hereby releases (i) any bank, trust
company or other firm receiving or accepting such collections in any form, and
(ii) Lender and its officers,
employees and designees, from any liability arising from any act or acts
hereunder or in furtherance hereof,
whether of omission or commission, and whether based upon any error of
judgment or mistake of law or fact.

SECTION 8 LENDER'S REMEDIES UPON BORROWER'S DEFAULT

     8.1  Borrower agrees that all of the loans and advances made by Lender
under the terms of this
Agreement, together with all Obligations of Borrower as defined herein (unless
otherwise provided in any
instrument evidencing the same or agreement relating thereto), shall be
payable by Borrower at Lender's demand
at the office of Lender in New York, New York. In addition, all Obligations
shall be, at Lender's option, due and
payable without notice or demand upon termination of this Agreement or upon
the occurrence of any one or
more of the following events of default ("Default"): (a) if Borrower shall
fail to pay to Lender when due any
amounts owing to Lender under any Obligation, or shall breach any of the
terms, covenants, conditions or
provisions of this Agreement or any other agreement between the parties; (b)
if any guarantor, endorser or other
person liable on the Obligations shall die, terminate its guaranty or shall
breach any of the terms, covenants,
conditions or provisions of any guarantee, endorsement or other agreement of
such person with, or in favor of,
Lender which breach is not cured within ten (10) business days; (c) if any
representation, warranty, or statement
of fact made to Lender at any time by or on behalf of Borrower is false or
misleading in any material respect; (d)
if Borrower shall become insolvent, is generally unable to pay its debts as
they mature, files or has filed against it
a petition in bankruptcy, liquidation or reorganization (and in the event of a
petition filed against it, such petition
is not dismissed or stayed within ten (10) business days), or if  judgment(s)
against Borrower plus judgement(s)
against Orbit International, Inc. (AOrbit@) which in the aggregate exceeds
$50,000 remain unpaid, unstayed or
undismissed for a period of more than five days, or if Borrower discontinues
doing business for any reason, or if
a custodian, receiver or trustee of any kind is appointed for it or any of its
property; or  (e) if there is a change
(by voluntary transfer, death or otherwise) in Borrower=s controlling
stockholders or owners; (f) if at any time
Lender shall, in its sole discretion, reasonably exercised, consider the
Obligations insecure or any part of the
Receivables unsafe, insecure or insufficient and Borrower shall not on demand
furnish (within ten (10) business
days of such demand) other collateral or make payment on account, satisfactory
to Lender. Upon the occurrence
of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as
part of the Obligations, a charge
at the rate of two percent per month upon the unpaid balance of the
Obligations from the date of Default until the
date of full payment of the Obligations, which charge shall be in lieu of
compensation payable under Section 3.1
from such date; provided, that in no event shall such rate exceed the Maximum
Rate, (ii) Borrower shall pay to
Lender all costs, disbursements, charges and expenses for the collection and
enforcement of the Obligations, and
for the protection and enforcement of Lender's security interest, including
reasonable attorneys' fees, all of which
shall be added to and deemed part of the Obligations, and (iii) Lender shall
have the right (in addition to any
other rights Lender may have under this Agreement or otherwise) without
further notice to Borrower, to enforce
payment of any Receivables, to settle, compromise, or release in whole or in
part, any amounts owing on
Receivables, to prosecute any action, suit or proceeding with respect to
Receivables, to extend the time of
payment of any and all Receivables, to make allowances and adjustments with
respect thereto, to issue credits in
Lender's name or Borrower's, to sell, assign and deliver the Receivables (or
any part thereof) and any returned,
reclaimed or repossessed merchandise or other property held by Lender or by
Borrower for Lender's account, at
public or private sale, at broker's board, for cash, upon credit or otherwise,
at Lender's sole option and
discretion, and Lender may bid or become purchaser at any such sale if public,
free from any right of redemption
which is hereby expressly waived; (g)a default by Orbit in any of the terms,
provisions or conditions of any
present or future agreement between Orbit and Lender including, without
limitation, the Financing Agreement of
even date herewith between Orbit and Lender (the AOrbit Financing Agreement@).
Borrower agrees that the
giving of five days' notice by Lender, sent by ordinary mail, postage prepaid,
to the mailing address of Borrower
set forth in this Agreement, designating the place and time of any public sale
or the time after which any private
sale or other intended disposition of the Receivables or any other security
held by Lender is to be made, shall be
deemed to be reasonable notice thereof and Borrower waives any other notice
with respect thereto. The net cash
proceeds resulting from the exercise of any of the foregoing rights or
remedies shall be applied by Lender to the
payment of the Obligations in such order as Lender may elect, and Borrower
shall remain liable to Lender for any
deficiency.

     8.2  The enumeration of the foregoing rights and remedies is not intended
to be exhaustive, and such
rights and remedies are in addition to and not by way of limitation of any
other rights or remedies Lender may
have under the New York Uniform Commercial Code or other applicable law.
Lender shall have the right, in its
sole discretion, to determine which rights and remedies, and in which order
any of the same, are to be exercised,
and to determine which Receivables are to be proceeded against and in which
order, and the exercise of any right
or remedy shall not preclude the exercise of any others, all of which shall be
cumulative. No act, failure or delay
by Lender shall constitute a waiver of any of its rights and remedies. No
single or partial waiver by Lender of any
provision of this Agreement, or breach or default thereunder, or of any right
or remedy which Lender may have
shall operate as a waiver of any other provision, breach, default, right or
remedy or of the same provision,
breach, default, right or remedy on a future occasion. Borrower waives
presentment, notice of dishonor, protest
and notice of protest of all instruments included in or evidencing any of the
Obligations or the Receivables and
any and all notices or demands whatsoever (except as expressly provided
herein). Lender may, at all times,
proceed directly against Borrower to enforce payment of the Obligations and
shall not be required to first enforce
its rights in the Receivables or any other security granted to it. Lender
shall not be required to take any action of
any kind to preserve, collect or protect its or Borrower's rights in the
Receivables or any other security granted
to it.

     8.3  BORROWER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF
ANY LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, THE
OBLIGATIONS, THE RECEIVABLES, OR ANY OTHER TRANSACTION BETWEEN THE PARTIES
AND BORROWER HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK AND OF ANY FEDERAL COURT LOCATED IN SUCH STATE IN
CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE OBLIGATIONS. IN ANY SUCH LITIGATION BORROWER WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT
SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO
BORROWER AT ITS PLACE OF BUSINESS SET FORTH ABOVE. WITHIN 30 DAYS AFTER SUCH
MAILING, BORROWER SHALL APPEAR IN ANSWER TO SUCH SUMMONS, COMPLAINT OR
OTHER PROCESS, FAILING WHICH BORROWER SHALL BE DEEMED IN DEFAULT AND
JUDGMENT MAY BE ENTERED BY LENDER AGAINST BORROWER FOR THE AMOUNT OF THE
CLAIM AND OTHER RELIEF REQUESTED THEREIN.

SECTION 9 EFFECTIVE DATE, CONTROLLING LAW AND TERMINATION

     9.1  This Agreement shall become effective upon acceptance by Lender at
its office in the State of New
York, and shall continue in full force and effect until January 31, 2003 (the
"Renewal Date") and from year to
year thereafter, unless sooner terminated as herein provided. Borrower may
terminate this Agreement on the
Renewal Date or on the anniversary of the Renewal Date in any year by giving
Lender at least sixty (60) days'
prior written notice by registered or certified mail, return receipt
requested, and in addition to its other rights
hereunder, Lender shall have the right to terminate this Agreement at any time
by giving Borrower forty-five
(45) days' prior written notice provided that, in the event that Borrower,
terminates this Agreement in
accordance with this sentence and simultaneously therewith Orbit terminates
the Orbit Financing Agreement, no
liquidated damages or fees shall be payable by Borrower.  In addition to the
charges under Section 3 hereof, as
minimum compensation to Lender for its agreement to make loans under the terms
of this Agreement, and for its
services hereunder, Lender shall receive and Borrower agrees to pay minimum
charges in the aggregate amount
of $5,000.00 during each month (or any part thereof, if sooner terminated)
that this Agreement is in effect, which
minimum compensation shall be payable after deducting for each month the
charges paid by Borrower for such
month under Section 3.1. Should a Default occur hereunder, this Agreement will
be terminable by Lender at any
time and Borrower shall, upon any such termination by Lender, pay to Lender,
as additional liquidated damages
and as part of the Obligations, an amount equal to (i) 3% of the Maximum
Credit Facility, if Lender terminates
this Agreement prior to or on the first anniversary of the date of this
Agreement; or (ii) 2% of the Maximum
Credit Facility, if Lender terminates this Agreement on any date after the
first anniversary of the date of this
Agreement.  In the event that Lender shall permit termination of this
Agreement by Borrower other than as
provided herein, as a condition to such termination, Borrower shall pay to
Lender such additional liquidated
damages in addition to performance of any other conditions to such
termination.  No termination of this
Agreement, however, shall relieve or discharge Borrower of its duties,
obligations and covenants hereunder until
such time as all Obligations have been paid in full, and the continuing
security interest in Receivables and other
Collateral granted to Lender hereunder or under any other agreement shall
remain in effect until such Obligations
have been fully discharged. No provision hereof shall be modified or amended
orally or by course of conduct but
only by a written instrument expressly referring hereto signed by both parties.

     9.2  ALL LOANS SHALL BE DISBURSED BY LENDER FROM ITS OFFICE IN THE STATE OF
NEW YORK, SHALL BE PAYABLE BY BORROWER AT SUCH OFFICE, AND THIS AGREEMENT
AND ALL TRANSACTIONS THEREUNDER SHALL BE DEEMED TO BE CONSUMMATED IN SUCH
STATE AND SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THAT STATE.  If any part or provision of this Agreement is invalid or in
contravention of the applicable
laws or regulations of any controlling jurisdiction, such part or provision
shall be severable without affecting the
validity of any other part or provision of this Agreement. Notwithstanding any
provision herein or in any related
document, Lender shall never be entitled to receive, collect, or apply, as
interest on the Loan Account, any
amount in excess of the maximum rate of interest ("Maximum Rate") permitted to
be charged from time to time
by applicable law (if such law imposes any maximum rate), and in the event
Lender ever receives, collects, or
applies as interest, any amount in excess of the Maximum Rate, such amount
shall be deemed and treated as a
partial prepayment of the principal of the Loan Account; and, if the principal
of the Loan Account and all other
of Lender's charges other than interest are paid in full, any remaining excess
shall be paid to Borrower.

      IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be
executed by their
respective corporate officers thereto duly authorized as of the day and year
first above written.

<TABLE>
<S>                           <C>  <C>
                                   BEHLMAN ELECTRONICS, INC.


                                   By:_________________
                                     Title:



Attest:

___________________
 Secretary



                                   Accepted:

                                   ROSENTHAL & ROSENTHAL, INC.


                                   By:________________

</TABLE>


<TABLE>
<S>                           <C>  <C>
Location of Borrower's             Chief Executive Office
  Books and Records:                 of Borrower:
80 Cabot Court, Hauppauge,         80 Cabot Court, Hauppauge,
NY 11788                           NY 11788






Mailing Address of Borrower:       Other Places of Business
80 Cabot Court, Hauppauge,           of Borrower:
NY 11788                           None



</TABLE>


                        OFFICERS' CERTIFICATE

   The undersigned, President and Secretary of BEHLMAN ELECTRONICS, INC., a
corporation duly organized and
validly existing under the laws of the State of Delaware, DO HEREBY CERTIFY
that the following is a true copy of certain
resolutions duly and unanimously adopted at a meeting of the Board of
Directors and shareholders of said corporation, duly
called and held on January 8, 2001, at which a quorum was present and voting
throughout, and which are not in conflict with
the Certificate of Incorporation, By-Laws, rules and regulations of said
corporation, and which resolutions have not been
modified or rescinded and are still in full force and effect:

   "WHEREAS, this corporation proposes to enter into a financing agreement
with Rosenthal & Rosenthal, Inc.
   ("Rosenthal") pursuant to which this corporation will grant to Rosenthal a
security interest in, a continuing lien upon and
   right of set-off against, and will assign, transfer, pledge and set over to
Rosenthal: (i) all Receivables (whether or not
   Eligible Receivables and whether or not specifically listed on any
schedules, assignments or reports furnished to Lender),
   (ii) all of Borrower's property, and the proceeds thereof, now or hereafter
held or received by or in transit to Lender or
   held by others for Lender's account, including any and all deposits,
balances, sums and credits of Borrower with, and any
   and all claims of Borrower against, Lender, at any time existing, but
specifically not including any real property, (iii) all
   credit insurance policies, and all other insurance and all guarantees
relating to the Receivables or other Collateral, (iv) all
   books, records and other general intangibles evidencing or relating to
Receivables or other Collateral; all deposits, or
   other security for the obligation of any person under or relating to
Receivables, all of the Borrower's rights and remedies
   of whatever kind or nature it may hold or acquire for the purpose of
securing or enforcing Receivables; all right, title and
   interest of the Borrower in and to all goods relating to, or which by sale
have resulted in, Receivables, including goods
   returned by or reclaimed or repossessed from Account Debtors and all goods
described in copies of invoices delivered by
   Borrower to Lender; all rights of stoppage in transit, replevin,
repossession and reclamation and all other rights and
   remedies of an unpaid vendor or lienor, and all proceeds of any Letter of
Credit naming Borrower as beneficiary and
   which provides for, guarantees or assures the payment of any Receivable;
(v) all general intangibles whether or not
   arising out of the sale of goods or rendition of services, and including
without limitation causes in action, causes of
   action, tax refunds (and claims), and reversions from terminated pension
plans; and (vi) all proceeds of such Collateral,
   in any form, including, without limitation, cash, non-cash items, checks,
notes, drafts and other instruments for the
   payment of money.:

   "RESOLVED, that any one or more of the officers of this corporation be, and
they each hereby are, authorized, directed
   and empowered, in the name and on behalf of this corporation: to enter
into, execute and deliver to Rosenthal a financing
   agreement substantially in the form submitted to this meeting, with such
changes as said officer or officers may consider
   appropriate, the execution and delivery thereof being deemed conclusive
evidence of this corporation's approval of the
   terms thereof; from time to time, to borrow money and obtain advances and
other financial accommodations from
   Rosenthal, in such amounts and upon such terms and conditions as said
officer or officers may consider appropriate, and
   to grant a security interest in, a continuing lien upon and right of
set-off against, and assign, transfer, pledge and set over
   to Rosenthal, the collateral, now existing or hereafter arising, pursuant
to the terms of said financing agreement, or
   otherwise; to execute and deliver one or more promissory notes or other
evidences of indebtedness, financing statements,
   supplementary agreements, assignments, schedules, transfers, notices,
contracts, subordination agreements, guarantees,
   designations, consignments and other instruments and documents in
connection with the financing agreement, as
   amended or supplemented from time to time (including the grant of
additional liens and security interests in such
   personal property and/or real property of this corporation as may be
requested by Rosenthal pursuant to any such
   supplement), containing and upon such terms as said officer or officers may
consider appropriate, the execution and
   delivery thereof being deemed conclusive evidence of this corporation's
approval of the terms thereof; to make
   remittances and payments by checks, drafts or otherwise; to adopt a
facsimile printed or rubber stamp signature for the
   purpose of expediting the terms of the financing agreement; and to execute
and deliver such further documents and to
   perform such other acts as may be necessary or desirable to effectuate the
foregoing resolution; and all such action of said
   officer or officers shall be taken as the action of, and is hereby
authorized, ratified, approved and confirmed by, this
   corporation and the board of directors thereof; and it is further

   "RESOLVED, that this corporation hereby authorizes and empowers Rosenthal
from time to time to endorse by rubber
   stamp or otherwise the name of this corporation on any and all checks,
drafts or other orders for the payment of money or
   written evidences of debt, which may be made or be in form payable to this
corporation, and which may come into the
   possession of Rosenthal and to deposit such items in Rosenthal's account
with any other bank, banker or trust company
   and further authorizes Rosenthal to deal absolutely with any such items as
the property of Rosenthal and to do and
   perform any and all such other acts as may be necessary or proper to
constitute any and all such items the property of
   Rosenthal without requiring the signature or signatures of any officer or
officers of this corporation; and it is further

   "RESOLVED, that until Rosenthal receives notice in writing by registered
mail of any changes or limitations of authority
   of any officers of this corporation, it is authorized to rely upon the
authority and power set forth in these resolutions."

   The undersigned DO FURTHER CERTIFY that the Certificate of Incorporation
and By-Laws of this corporation contain
no requirement for shareholder approval or consent to the execution of the
financing agreement or the consummation of any of
the transactions referred to in the foregoing resolutions.

   IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of
the corporation this January 8, 2001.

<TABLE>
<S>                             <C>  <C>

                                     President



                                     Secretary
</TABLE>
    Corporate
   9  Seal     A




CERTIFICATE AS TO OFFICERS, DIRECTORS, STOCKHOLDERS AND AUTHORIZED SIGNATURES
OF

                         BEHLMAN ELECTRONICS, INC.



We, the undersigned, Mark Tublisky, President and Harlan Sylvan,
Secretary/Treasurer/Comptroller of
BEHLMAN ELECTRONICS, INC., a corporation organized and existing under and by
virtue of the laws of the
state of Delaware, having its principal office at 80 Cabot Court, Hauppauge,
NY 11788, do hereby certify as
follows:


1.   The names and residence addresses of all of the officers of BEHLMAN
ELECTRONICS, INC. are as
follows:

<TABLE>
<S>                         <C><C>        <C><C>
NAME                         OFFICE         RESIDENCE ADDRESS
</TABLE>

<TABLE>
<S>                           <C>         <C><C>
Mark Tublisky                 President      7 Alfred Lane, Kings Park,
                                             NY 11754
</TABLE>

<TABLE>
<S>                           <C>          <C><C>
Harlan Sylvan                 Secretary/Treasurer/Comptroller19 Ensign Lane,
Massapequa, NY


</TABLE>
Dennis Sunshine                         Chief Executive          32
Ryder Ave., Dix Hills, NY
                                                       11746
                              Officer

Ronald Storm                       Vice President      15 Lakebridge Dr.,
Kings Park, NY


Mitchell Binder                         Chief Financial Officer/ 800 Barberry
Lane,
                                             Woodmere, NY 11598
                              Vice President

Bruce Reissman                     Executive Vice President 323 Doral Court,
Jericho, NY
                                             11753



2.   The names and residence addresses of all of the directors of BEHLMAN
ELECTRONICS, INC. are as
follows:

<TABLE>
<S>                                <C>  <C>
NAME                                    RESIDENCE ADDRESS
</TABLE>

<TABLE>
<S>                                <C>  <C>
Dennis Sunshine                         32 Ryder Ave., Dix Hills, NY 11746
</TABLE>

<TABLE>
<S>                                <C>  <C>
Mitchell Binder                         800 Barberry Lane, Woodmere, NY 11598
</TABLE>

Bruce Reissman                               323 Doral Court, Jericho, NY 11753



3.   The names and residence addresses of the stockholders owning and holding
all the issued and outstanding
stock of BEHLMAN ELECTRONICS, INC. are as follows:

<TABLE>
<S>                   <C><C>                   <C><C>         <C><C>
NAME                     RESIDENCE ADDRESS        NO. OF SHARES  CLASS OF
                                                                 SHARES
</TABLE>

<TABLE>
<S>                   <C><C>                   <C><C>         <C><C>
ORBIT INTERNATIONAL      80 Cabot Court,          100%           Common
CORP.                    Hauppauge, NY
                         11788
</TABLE>


4.   That pursuant to the by-laws, resolutions and minutes of BEHLMAN
ELECTRONICS, INC., the
persons authorized and empowered to make, sign and endorse on behalf of
BEHLMAN ELECTRONICS, INC.,
any and all documents, checks, notes, drafts, trade acceptances and other
negotiable papers or instruments, are as
follows:

<TABLE>
<S>                                <C>  <C>
NAME*                                   OFFICE
</TABLE>

<TABLE>
<S>                                <C>  <C>
Mark Tublisky                           President
</TABLE>

<TABLE>
<S>                                <C>  <C>
Harlan Sylvan                           Secretary/Treasurer/Comptroller
</TABLE>

Dennis Sunshine                                   Chief Executive Officer

Mitchell Binder                                   Chief Financial Officer/Vice
President

Bruce Reissman                               Executive Vice President

*Indicate whether the above persons may sign alone or jointly


5.   The names of the persons authorized to make, sign and deliver on behalf
of BEHLMAN
ELECTRONICS, INC., schedules of assignments of accounts and/or any other
instruments of assignment to
ROSENTHAL & ROSENTHAL, INC., are as follows:

<TABLE>
<S>                                <C>  <C>
NAME*                                   OFFICE
</TABLE>

<TABLE>
<S>                                <C>  <C>
Mark Tublisky                           President
</TABLE>

<TABLE>
<S>                                <C>  <C>
Harlan Sylvan                           Secretary/Treasurer/Comptroller


</TABLE>
Dennis Sunshine                                   Chief Executive Officer

Mitchell Binder                                   Chief Financial Officer/Vice
President

Bruce Reissman                               Executive Vice President

*Indicate whether the above persons may sign alone or jointly


6.   The following are the actual signatures of the officers and other
authorized persons:


<TABLE>
<S>                                <C>
Mark Tublisky
</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>
<TABLE>
<S>                                <C>
Harlan Sylvan
</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>
<TABLE>
<S>                                <C><C>
ORBIT INTERNATIONAL CORP.


</TABLE>
Dennis Sunshine
________________________________


Mitchell Binder
_________________________________


Bruce Reissman                               _________________________________




IN WITNESS WHEREOF,  we have hereunto affixed our signatures as officers of
BEHLMAN
ELECTRONICS, INC. and affixed the seal of BEHLMAN ELECTRONICS, INC. this
January 8, 2001.

Corp. Seal


<TABLE>
<S>                                <C>

                                   Mark Tublisky, President

</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>

<TABLE>
<S>                                <C>

                                   Harlan Sylvan,
Secretary/Treasurer/Comptroller

</TABLE>
<TABLE>
<S>                                <C><C>

</TABLE>

                    INVENTORY SECURITY AGREEMENT

                                    New York, New York   January 8, 2001

Rosenthal & Rosenthal, Inc.
1370 Broadway
New York, N. Y. 10018

Gentlemen:

We do hereby agree that the Financing Agreement between us dated January 8,
2001, be and the same hereby is amended
and supplemented by adding thereto the following clauses:

     We hereby pledge, assign, consign, transfer and set over to you, and you
shall at all times have a continuing general lien
upon, and we hereby grant you a continuing security interest in, all of our
Inventory and the proceeds thereof.  "Inventory"
shall include but not be limited to raw materials, work in process, finished
merchandise and all wrapping, packing and
shipping materials, wheresoever located, now owned or hereafter acquired,
presently existing or hereafter arising, and all
additions and accessions thereto, the resulting product or mass and any
documents representing all or any part thereof.
Upon your request, we will at any time and from time to time, at our expense,
deliver such Inventory to you or such person
as you may designate, cause the same to be stored in your name at such place
as you may designate, deliver to you
documents of title representing the same or otherwise evidence your security
interest in such manner as you may require.

     The aforementioned pledge, assignment, consignment, transfer, lien and
security interest shall secure any and all of our
obligations to you, matured or unmatured, absolute or contingent, now existing
or that may hereafter arise, and howsoever
acquired by you, whether arising directly between us or acquired by you by
assignment and whether relating to this
agreement or independent hereof, together with all interest, charges,
commissions, expenses, attorneys' fees and other items
chargeable against us in connection with any of said obligations.

     We agree, at our expense, to keep all Inventory insured to the full value
thereof against such risks and by policies of
insurance issued by such companies as you may designate or approve, and the
policies evidencing such insurance shall be
duly endorsed in your favor with a long form lender's loss payable rider or
such other document as you may designate and
said policies shall be delivered to you.  Should we fail for any reason to
furnish you with such insurance, you shall have
the right to effect the same and charge any costs in connection therewith to
us.  You shall have no risk, liability or responsi-

bility in connection with payment or nonpayment of any loss, your sole
obligation being to credit our account with the net
proceeds of any such insurance payments received on account of any loss.  Any
and all assessments, taxes or other charges
that may be assessed upon or payable with respect to the Inventory or any part
thereof shall forthwith be paid by us, and
we agree that you, in your discretion, may effect such payment and charge the
amount thereof to us.  We further agree that
except for the pledge, assignment, consignment, transfer, lien and security
interest granted to you hereby, we shall not
permit said Inventory to otherwise become liened or encumbered nor shall we
grant any security interest therein to any other
party.  We shall not, without your written consent first obtained, remove or
dispose of any of such Inventory except to bona
fide purchasers thereof in the ordinary course of our business.  All such
sales shall be reported to you promptly and the
accounts or other proceeds thereof shall be subject to the security interests
in your favor.  You shall have the right at all
times to the immediate possession of all Inventory and its products and
proceeds and we shall make such Inventory and all
our records pertaining thereto available to you for inspection at any time
requested by you.  You shall have the right, in
your discretion, to pay any liens or claims upon said Inventory, including,
but not limited to, warehouse charges, dyeing,
finishing and processing charges, landlords' claims, etc. and the amount of
any such payment shall be charged to our
account and secured hereby.  You shall not be liable for the safekeeping of
any of the Inventory or for any loss, damage
or diminution in the value thereof or for any act or default of any
warehouseman, carrier or other person dealing in and with
said Inventory, whether as your agent or otherwise, or for the collection of
any proceeds thereof but the same shall at all
times be at our sole risk.

  Prior to its sale to a bona fide purchaser in the ordinary course of
business, Inventory shall at all times remain at our
address specified below and shall not be removed therefrom without your prior
written consent.

     Upon our Default as defined in the Financing Agreement, you shall have
the right, upon reasonable notice to us, to sell
all or any part of our Inventory, at public or private sale, or make other
disposition thereof, at which sale or disposition you
may be a purchaser.  We agree that written notice sent to us by postpaid mail,
at least five days before the date of any
intended public sale or the date after which any private sale or other
intended disposition of the Inventory is to be made,
shall be deemed to be reasonable notice thereof.  We do hereby waive all
notice of any such sale or other intended
disposition if said Inventory is perishable or threatens to decline speedily
in value or is of a type customarily sold on a
recognized market.  Upon the occurrence of any of the events referred to in
the first sentence of this paragraph, you may
require us to assemble all or any part of the Inventory and make it available
to you at a place to be designated by you, which
is reasonably convenient to both parties.  In addition, you may peaceably, by
your own means or with judicial assistance,
enter our or any other premises and take possession of the Inventory and
remove or dispose of it on our premises and we
agree that we will not resist or interfere with any such action.  We hereby
expressly waive demand, notice of sale (except
as herein provided), advertisement of sale and redemption before sale.  The
net proceeds of any such public or private sale
or other disposition as far as needed shall be applied toward the payment and
discharge of any and all of our obligations
to you, together with all interest thereon and all reasonable costs, charges,
expenses and disbursements in connection
therewith, including the reasonable fees of your attorneys, rendering any
surplus remaining to us, we, of course, to continue
liable should there be any deficiency.

     This agreement shall constitute a security agreement pursuant to the
Uniform Commercial Code and, in addition to any
and all of your other rights hereunder, you shall have all of the rights of a
secured party pursuant to the provisions of the
Uniform Commercial Code.  We agree to execute a financing statement and any
and all other instruments and documents
that may now or hereafter be provided for by the Uniform Commercial Code or
other law applicable thereto, reflecting the
security interests granted to you hereunder.  We do hereby authorize you to
file a financing statement without our signature,
signed only by you as secured party, to reflect the security interests granted
to you hereunder.
Very Truly Yours,

BEHLMAN ELECTRONICS, INC.


By:________________

80 Cabot Court, Hauppauge, NY 11788


                               GUARANTEE

                                 New York, New York      January 8, 2001
  In order to induce Rosenthal & Rosenthal, Inc. (herein called "Rosenthal")
to make loans, advances or other
commitments or grant other financial accommodations to or for the account of
(or in reliance on the credit of) BEHLMAN
ELECTRONICS, INC. (herein called "Obligor") and for other good and valuable
considerations received, the undersigned
irrevocably and unconditionally guarantees to Rosenthal payment when due,
whether by acceleration or otherwise, of any
and all Obligations of the Obligor to Rosenthal. The term "Obligations" shall
mean all obligations, liabilities and
indebtedness of the Obligor to Rosenthal or an affiliate of Rosenthal, however
evidenced, now or hereafter arising under
the Financing Agreement dated January 8, 2001, between Rosenthal and Obligor,
and/or under any other or supplemental
financing provided to the Obligor by Rosenthal or an affiliate of Rosenthal,
or independent hereof or thereof, whether now
existing or incurred from time to time hereafter and whether before or after
termination hereof, absolute or contingent, joint
or several, matured or unmatured, direct or indirect, primary or secondary,
liquidated or unliquidated, and whether arising
directly or acquired from others (whether acquired outright, by assignment
unconditionally or as collateral security from
another and including, without limitation, participations or interest of
Rosenthal in obligations of Obligor to others), and
including (without limitation) all of Rosenthal's charges, commissions, fees,
interest, expenses, costs and attorneys' fees
chargeable to Obligor in connection therewith. In addition, the undersigned
agrees to indemnify Rosenthal against any loss,
damage or liability because of any wrongful acts or fraud of the Obligor.
  The undersigned waives notice of acceptance of this guarantee and notice of
any liability to which it may apply, and
waives presentment, demand for payment, protest, notice of dishonor or
nonpayment of any Obligations, or suit or taking
other action by Rosenthal against, and any other notice to, any party liable
thereon (including the undersigned) and waives
any defense, offset or counterclaim to any liability hereunder. Rosenthal may
at any time and from time to time (whether
or not after revocation or termination of this guarantee) without the consent
of, or notice to, the undersigned, without
incurring responsibility to the undersigned, without impairing or releasing
the obligations of the undersigned hereunder,
upon or without any terms or conditions and in whole or in part: (1) change
the manner, place or terms of payment, and/or
change or extend the time of payment of, renew or alter, any Obligation, any
security therefor, or any liability incurred
directly or indirectly in respect thereof, and the guarantee herein made shall
apply to the Obligations as so changed,
extended, renewed or altered; (2) sell, exchange, release, surrender, realize
upon or otherwise deal with in any manner and
in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, the liabilities
hereby guaranteed or any liabilities (including any of those hereunder)
incurred directly or indirectly in respect thereof or
hereof, and/or offset thereagainst; (3) exercise or refrain from exercising
any rights against the Obligor or others (including
the undersigned) or otherwise act or refrain from acting; (4) settle or
compromise any Obligation, any security therefor or
any liability (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Obligor to
creditors of the Obligor other than Rosenthal and the undersigned: and (5)
apply any sums by whomsoever paid or
howsoever realized to any Obligation to Rosenthal regardless of what liability
or liabilities of the Obligor remain unpaid.
  No invalidity, irregularity or unenforceability of all or any part of the
liabilities hereby guaranteed or of any security
therefor shall affect, impair or be a defense to this guarantee. The liability
of the undersigned hereunder is primary and
unconditional and shall not be subject to any offset, defense or counterclaim
of the Obligor. This guarantee is a continuing
one and all liabilities to which it applies or may apply under the terms
hereof shall be conclusively presumed to have been
created in reliance hereon. The books and records of Rosenthal shall be
admissible as prima facie evidence of the
Obligations. As to each of the undersigned, this guarantee shall continue
until written notice of revocation signed by such
undersigned, or until written notice of the death of such undersigned shall in
each case have been actually received by
Rosenthal, notwithstanding a revocation by, or the death of, or complete or
partial release for any cause of any one or more
of the remainder of the undersigned or of the Obligor, or of any one liable in
any manner for the liabilities hereby
guaranteed, or for the liabilities (including those herein) incurred directly
or indirectly in respect thereof or hereof, and
notwithstanding the dissolution, termination or increase, decrease or change
in personnel of any one or more of the
undersigned which may be partnerships or corporations.
  No revocation or termination hereof shall affect in any manner rights
arising under this guarantee with respect to (a)
Obligations which shall have been created, contracted, assumed or incurred
prior to receipt by Rosenthal of written notice
of such revocation or termination or (b) Obligations which shall have been
created, contracted, assumed or incurred after
receipt of such written notice pursuant to any contract entered into by the
Obligor or by Rosenthal for the benefit of the
Obligor prior to receipt by Rosenthal of such notice, or to protect, preserve
or realize upon any security for any Obligations;
and the sole effect of revocation or termination hereof shall be to exclude
from this guarantee liabilities thereafter arising
which are unconnected with liabilities theretofore arising or with
transactions theretofore entered into.
  Upon the happening of any of the following events: (i) the death or
insolvency of the Obligor or any of the undersigned,
or (ii) suspension of business of the Obligor or any of the undersigned, or
(iii) the issuance of any warrant of attachment
against any of the property of the Obligor or any of the undersigned, or (iv)
the making by the Obligor or any of the
undersigned of any assignment for the benefit of creditors, or (v) a trustee,
receiver or custodian being appointed for the
Obligor or any of the undersigned or for any property of either of them, or
(vi) any proceeding being commenced by or
against the Obligor or any of the undersigned under any bankruptcy,
reorganization, arrangement of debt, insolvency,
readjustment of debt, receivership, liquidation or dissolution law or statute
-- then and in any such event, and at any time
thereafter, Rosenthal may, without notice to the Obligor or any of the
undersigned, make the Obligations, whether or not
then due, immediately due and payable hereunder as to any of the undersigned,
and Rosenthal shall be entitled to enforce
the obligations of the undersigned hereunder. All sums of money at any time to
the credit of the undersigned with Rosenthal
and any of the property of the undersigned at any time in the possession of
Rosenthal may be held by Rosenthal as security
for any and all obligations of the undersigned hereunder, notwithstanding that
any of said money or property may have been
deposited, pledged or delivered by the undersigned for any other, different or
specific purpose. Any and all claims of any
nature which the undersigned may now or hereafter have against the Obligor are
hereby subordinated to the full payment
to Rosenthal of the Obligations and are hereby assigned to Rosenthal as
additional collateral security therefor.
  In the event Rosenthal takes any action, including retaining attorneys, for
the purpose of effecting collection of the
Obligations or of any liabilities of the undersigned hereunder, or protecting
any of Rosenthal's rights hereunder, the
undersigned shall pay all costs and expenses of every kind for protection of
the rights of Rosenthal or for collection of the
Obligations or such liabilities, including reasonable attorneys' fees.
  If claim is ever made upon Rosenthal for repayment or recovery of any amount
or amounts received by Rosenthal in
payment or on account of any of the Obligations and Rosenthal repays all or
part of said amount by reason of (a) any
judgment, decree or order of any Court or administrative body having
jurisdiction over Rosenthal or any of its property,
or (b) any settlement or compromise of any such claim effected by Rosenthal
with any such claimant (including the
Obligor), then and in such event the undersigned agrees that any such
judgment, decree, order, settlement or compromise
shall be binding upon the undersigned, notwithstanding any revocation or
release hereof or the cancellation of any note or
other instrument evidencing any of the Obligations, or any release of any such
liability of the Obligor, and the undersigned
shall be and remain liable to Rosenthal hereunder for the amount so repaid or
recovered to the same extent as if such
amount had never originally been received by Rosenthal. The provisions of this
paragraph shall survive, and continue in
effect, notwithstanding any revocation or release hereof, unless such
revocation or release shall specifically refer to this
paragraph.
  No delay on the part of Rosenthal in exercising any of its options, powers
or rights, or partial or single exercise thereof,
shall constitute a waiver thereof. No waiver of any of its rights hereunder,
and no modification or amendment of this
guarantee, shall be deemed to be made by Rosenthal unless the same shall be in
writing, duly signed on behalf of Rosenthal,
and each such waiver, if any, shall apply only with respect to the specific
instance involved, and shall in no way impair the
rights of Rosenthal or the obligations of the undersigned to Rosenthal in any
other respect or at any other time. The
undersigned shall have no right (whether by contract or by operation of law)
of subrogation, restitution, indemnification,
reimbursement or any other or similar rights of a surety against the Obligor
or any of its assets or property or any security
held for any liabilities of the Obligor, and all such rights are hereby
expressly waived.
  This guarantee and the rights and obligations of Rosenthal and of the
undersigned hereunder shall be governed and
construed in accordance with the laws of the State of New York; and this
guarantee is binding upon the undersigned, his,
her, their or its executors, administrators, successors or assigns, and shall
inure to the benefit of Rosenthal, its successors
or assigns. THE UNDERSIGNED AGREES AND DOES HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE UNDERSIGNED ON ANY MATTERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTEE, AND THE
UNDERSIGNED HEREBY CONSENTS TO THE JURISDICTION OF THE SUPREME COURT OF THE
STATE OF
NEW YORK FOR A DETERMINATION OF ANY DISPUTE AS TO ANY SUCH MATTERS AND
AUTHORIZES
THE SERVICE OF PROCESS ON THE UNDERSIGNED BY REGISTERED MAIL SENT TO THE
UNDERSIGNED
AT THE ADDRESS OF THE UNDERSIGNED HEREINBELOW SET FORTH.
  Any acknowledgement, new promise, payment of principal or interest or other
act by the Obligor and others, with
respect to the Obligations, shall be deemed to be made as agent of the
undersigned for the purposes hereof, and shall, if the
statute of limitations in favor of the undersigned against Rosenthal shall
have commenced to run, toll the running of such
statute of limitations, and if such statute of limitations shall have expired,
prevent the operation of such statute.
  The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "undersigned" wherever
used herein shall mean the undersigned or any one or more of them. Any one
signing this guarantee shall be bound hereby,
whether or not any one else signs this guarantee at any time. The term
"Rosenthal" includes any agent of Rosenthal acting
for it.

<TABLE>
<S>                           <C>  <C>
ATTEST:                            ORBIT INTERNATIONAL CORP.

_______________________            By:_______________________
Secretary                          President

[Corporate Seal]                   80 Cabot Court






</TABLE>



STATE OF New York, COUNTY OF New York

On the _____ day of _______, 2001, before me personally came Dennis Sunshine
to me known, who being by me duly
sworn, did depose and say that that he is the President of ORBIT INTERNATIONAL
CORP., the corporation described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he
signed his name thereto by like order.

___________________________
Notary Public


                 CERTIFICATE OF DIRECTORS' RESOLUTIONS

  The undersigned, being respectively the President and Secretary of ORBIT
INTERNATIONAL CORP., a
Delaware corporation, hereby certify that the following are true copies of
resolutions duly and unanimously adopted
at a special meeting of the Board of Directors of the corporation, duly called
and held at the office of the corporation
on January 8, 2001, at which meeting a quorum was present and voting
throughout, and which resolutions have not
been modified or rescinded and are still in full force and effect:

            "RESOLVED, that it is for the best business interests  of this
corporation that this corporation guarantee
       to ROSENTHAL & ROSENTHAL, INC., the payment and discharge by BEHLMAN
ELECTRONICS,
       INC. of any and all of its obligations to ROSENTHAL & ROSENTHAL, INC.,
and be it further

       "RESOLVED, that the President or any other officer of this corporation
is authorized to execute and
       deliver for and on behalf of this corporation the aforementioned
guarantee in the form annexed hereto or
       in any other form the officer executing the same deems advisable, and
is hereby authorized to execute and
       deliver any and all other instruments and documents in connection
therewith and to perform such other
       acts as may be necessary to carry these resolutions into effect."
       IN WITNESS WHEREOF, we have hereunto set our hands and the seal of the
corporation hereto this
January 8, 2001.

________________________
President

_________________________
Secretary

CORP. SEAL

                           SECURITY AGREEMENT


  AGREEMENT made between BEHLMAN ELECTRONICS, INC., a corporation organized
under the laws of the
State of Delaware, having its chief place of business at 80 Cabot Court,
Hauppauge, NY 11788 (hereinafter referred to
as the "Debtor"), and ROSENTHAL & ROSENTHAL, INC., a corporation organized
under the laws of the State of
New York, with its chief place of business at 1370 Broadway, New York, New
York 10018 (hereinafter referred to as
the "Secured Party"), as follows:

  1. In consideration of one or more loans, advances, or other financial
accommodations at any time made or
extended by Secured Party to Debtor as principal, guarantor or otherwise, at
the sole discretion of Secured Party in
each instance, Debtor hereby grants to Secured Party a security interest in
the machinery, equipment, furniture and
fixtures (if any) described on Schedule "A" annexed hereto as part hereof and
on any separate schedule at any time
furnished by Debtor to Secured Party, and in all other machinery, equipment,
furniture and fixtures (if any), now or
hereafter owned or acquired by Debtor, wherever located, including any and all
parts, replacements, substitutions,
improvements, accessories, attachments and additions thereto and therefor, and
all proceeds, if any (all of the foregoing
being hereinafter referred to as the "Collateral").

  2. The security interest in the Collateral, as granted herein, shall secure
the payment, performance and
observance of all indebtedness, obligations and liabilities of any kind of
Debtor, as principal, endorser, guarantor,
surety or otherwise, to Secured Party, now existing or hereafter arising,
direct or indirect  (including without limitation,
participations or interests of Secured Party in obligations of Debtor to
others), acquired outright, by assignment,
conditionally, or as collateral security from another, absolute or contingent,
joint or several, secured or unsecured, due
or not due, liquidated or unliquidated, arising by operation of law or
otherwise, all instruments executed and delivered
as evidence thereof, and all amendments, extensions and renewals of any of the
foregoing (all of the said indebtedness,
obligations and liabilities, and all instruments evidencing the same, are
hereinafter jointly and severally referred to as
the "Obligations").  Except as otherwise specifically provided in any note
executed and delivered by Debtor and
accepted by Secured Party or in any agreement executed by Debtor and Secured
Party, all of the Obligations shall be
payable upon demand.

  3. Debtor represents, warrants and covenants that: (a) the Collateral is and
will be located at the addresses set
forth on Schedule "A" (upon which is also set forth the name of the record
owner(s) of all real estate upon which is
located any of the Collateral and a description of such real estate), and
without prior written notice to and written
consent by Secured Party, none of the Collateral will be moved from its
present location or from any other location to
which any of the Collateral is moved with the written consent of Secured
Party; (b) the Collateral is and will be used in
Debtor's business and not for personal, family, household or farming use, and
none of the loans or advances made to or
for the account of Debtor by Secured Party were or are to be for the specific
purpose of paying wages of employees of
Debtor; (c) the Collateral (except as set forth on Schedule B hereto) is and
will be owned by Debtor free and clear of
all liens, security interests and encumbrances except as granted herein and as
may be set forth in the affidavit of title,
liens and security interests subjoined hereto; (d) Debtor will not assign,
sell, mortgage, lease, transfer, pledge, grant a
security interest in, encumber or otherwise dispose of or abandon any or all
of the Collateral without the prior written
consent of Secured Party; (e) Debtor will, at its own expense, keep the
Collateral in first class repair, running and
marketable condition, and without the prior written consent of Secured Party,
Debtor will not alter or remove any
identifying symbol or number upon the Collateral; (f) Debtor will use the
Collateral with all reasonable care and
caution, and in conformity with all applicable laws, ordinances and
regulations; (g) Debtor will make payment or
deposit when due of all taxes, assessments or contributions required by law
(including without limitation any taxes
required to be deducted and withheld from wages of employees of Debtor) which
may be levied or assessed against
Debtor or with respect to any of the Collateral or the Obligations; (h)
Secured Party shall at all times have access to
and right of inspection of the Collateral and any papers, instruments and
records pertaining thereto (and the right to
make extracts therefrom and to receive originals or true copies thereof); (i)
Debtor will not permit any of the Collateral
to be or become a part of or affixed to real property without prior notice to
Secured Party, and without first making all
arrangements and delivering to Secured Party all instruments and documents
requested by Secured Party (including
without limitation, instruments of waiver or subordination by landlords and
real property mortgagees of statutory and
non-statutory liens and rights of distraint) for the purpose of perfecting,
preserving and protecting the security interest
granted herein against all persons; (j) Debtor assumes all responsibility and
liability arising from the use of the
Collateral and Debtor, at its own expense, will insure the Collateral in the
name of and with loss or damage payable to
Secured Party, against loss or damage by fire (with extended coverage), theft,
burglary, bodily injury and such other
risks, with such companies and in such amounts as is required by Secured Party
at any time; Debtor will maintain such
insurance in effect and pay all premiums thereon, and Debtor shall deliver the
original policies to Secured Party
together with any certificates or other evidence satisfactory to Secured Party
of compliance with these provisions (k)
Debtor will promptly notify Secured Party of any loss or damage to any of the
Collateral or arising from its use and
Debtor hereby irrevocably appoints Secured Party as Debtor's lawful
attorney-in-fact to institute any action or
proceeding necessary for the recovery and collection of any moneys that may be
due under the said policies of
insurance, to discharge, compound or release any claims, to execute,
acknowledge and deliver any instruments under
said policies, to endorse Debtor's name to any check, draft or other
instrument given in payment or liquidation of any
claim under the said policies and to perform every other act and thing
thereunder, such power of attorney being coupled
with an interest; at its option, Secured Party may apply any insurance moneys
received at any time to the cost of repairs
to the Collateral and/or to payment of any of the Obligations, whether or not
due, in any order Secured Party may
direct, any surplus to be remitted to Debtor; (l) Upon request of Secured
Party, at any time and from time to time,
Debtor shall, at its sole expense, execute and deliver to Secured Party one or
more financing or other statements
pursuant to the Uniform Commercial Code (hereinafter referred to as the "UCC")
and any other papers, documents or
instruments requested by Secured Party in connection with this Security
Agreement, and, to the extent permitted by
applicable law, Debtor hereby authorizes Secured Party to execute and file at
any time or times one or more financing
or other statements under the UCC with respect to all or any part of the
Collateral signed only by Secured Party; (m)
Debtor will, at its own expense, perform all acts, execute all documents, and
furnish all information requested by
Secured Party at any time with respect to any matters referred to herein or to
evidence, perfect, maintain and enforce
Secured Party's security in the Collateral, and Secured Party may in its
discretion, for the account and expense of
Debtor, pay any amount or do any act required of Debtor hereunder or requested
by Secured Party to preserve, protect,
maintain and enforce the Obligations or the primary security interest granted
herein and which Debtor fails to do or
pay, including without limitation the payment of any judgment or judgments
against Debtor and any premiums on
insurance policies, and all such amounts so paid by Secured Party for the
account of Debtor shall be added to the
Obligations and shall be repayable upon demand; (n) Secured Party may in its
sole  discretion, extend the time of
payment, arrange for payment in installments or otherwise modify the terms of,
or release, any of the Obligations and/or
the Collateral, or any guarantor of the Obligations and/or any collateral
securing same, without discharging or
otherwise affecting the Obligations or the security interest granted herein;
(o) Debtor will promptly pay Secured Party
any and all sums, costs and expenses which Secured Party may pay or incur in
defending, protecting or enforcing the
security interest granted herein or in enforcing payment of the Obligations or
otherwise in connection with the
provisions hereof, including, but not limited to all filing and recording fees
and taxes and attorney's fees at the time the
Secured Party retains counsel to collect any of the Obligations or to protect
or enforce its security interest in the
Collateral (which attorney's fees are hereby acknowledged by Debtor to be
reasonable in amount), and all fees and all
expenses for the service and filing of papers, premiums on bonds and
undertakings, fees of marshals, sheriffs,
custodians, auctioneers and others, and all other court costs and collection
charges, all of which shall be part of the
Obligations and shall be payable on demand; (p) at any time Secured Party may
sell, pledge, negotiate,  assign  and
deliver or otherwise dispose of any of the Obligations alone or together with
any or all of the Collateral, whereupon
Secured Party shall be fully discharged from all responsibility and the
transferee shall be vested with full powers and
rights of Secured Party with respect thereto, but Secured Party shall retain
all rights and powers with respect to any
Collateral not assigned, transferred, sold, or otherwise disposed of.

  4. The occurrence of any one or more of the following events shall
constitute an event of default ("Default") by
Debtor under this Security Agreement: If Debtor or any endorser, guarantor or
surety of or for any of the Obligations
(the Debtor and all such endorsers, guarantors, and sureties, if any, are
jointly and severally referred to herein as
"Obligors"): (a) if Debtor shall fail to pay to Secured Party when due any
amounts owing to Secured Party
under any Obligation, or shall breach any of the terms, covenants, conditions
or provisions of this
Agreement or any other agreement between the parties; (b) if any guarantor,
endorser or other person
liable on the Obligations shall die, terminate its guaranty or shall breach
any of the terms, covenants,
conditions or provisions of any guarantee, endorsement or other agreement of
such person with, or in
favor of, Secured Party; (c) if any representation, warranty, or statement of
fact made to Secured Party at
any time by or on behalf of Debtor is false or misleading in any material
respect; (d) if Debtor shall
become insolvent, is generally unable to pay its debts as they mature, files
or has filed against it a
petition in bankruptcy, liquidation or reorganization, or if judgment(s)
against Debtor plus judgement(s)
against Orbit International Corp. which in the aggregate exceeds $50,000
remains unpaid, unstayed or
undismissed for a period of more than five days, or if Debtor discontinues
doing business for any reason,
or if a custodian, receiver or trustee of any kind is appointed for it or any
of its property;  (e) if there is a
change (by voluntary transfer, death or otherwise) in Debtor=s controlling
stockholders or owners;  (f) if
at any time Secured Party shall, in its sole discretion, reasonably exercised,
consider the Obligations
insecure or any part of the Receivables unsafe, insecure or insufficient and
Debtor shall not on demand
furnish other collateral or make payment on account, satisfactory to Secured
Party; or (g) if there shall occur
any loss, theft, substantial damage to or destruction of any of the
Collateral, or the making of any levy upon,  seizure or
attachment of any of the Collateral; if dispossess proceedings are commenced
against Debtor; if judgment(s) obtained
against any of the Obligors (including, without limitation, Orbit) in any
court; if any proceeding, procedure or remedy
supplementary to or in enforcement of judgment shall be commenced  against, or
with respect to any property of any of
the Obligors; if any of the Obligors (being a natural person or any general
partner of an Obligor which is a partnership)
shall die or (being a partnership or corporation) shall be dissolved; if the
usual business of any of the Obligors shall be
terminated or suspended; or if any of the Obligors shall become insolvent
(however defined or evidenced) or commit an
act of bankruptcy, or make an assignment for the benefit of creditors or
appoint a committee of creditors, or make or
send notice of an intended bulk transfer, or if there shall be convened a
meeting of the creditors or principal creditors of
any of the Obligors; or if there shall be filed by or against any of the
Obligors any petition for any relief under the
bankruptcy laws of the United States now or hereafter in effect or under any
insolvency, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at law or in equity); or if
any petition or application to any court or tribunal, at law or in equity be
filed by or against any of the Obligors for the
appointment of any receiver or trustee for any of the obligors or any part of
the property of any of them or if any such
receiver or trustee be appointed; or if at any time Secured Party shall, in
its sole discretion, consider the Obligations
insecure or any part of the Collateral unsatisfactory or insufficient.  Upon
the occurrence of any Default and at any time
thereafter, Secured Party may, without notice to (except as herein set forth)
or demand upon Debtor, declare any part or
all of the Obligations immediately due and payable and Secured Party shall
have the following rights and remedies in
addition to all other rights and remedies of a secured party under the UCC,
all such rights and remedies being
cumulative and enforceable alternatively, successively, or concurrently:
Secured Party may, at any time or times, with
or without judicial process and the assistance of others, enter upon any
premises on which any of the Collateral may be
located and, without interference by Debtor, take possession of the Collateral
and/or dispose of any part or all of the
Collateral on any premises of Debtor; and/or require Debtor, at Debtor's
expense, to assemble and make available to
Secured Party any part or all of the Collateral at any place and time
designated by Secured Party and reasonably
convenient to both parties; and/or remove any or all of the Collateral from
any premises on which the same may be
located for the purpose of effecting sale or other disposition thereof or for
any other purpose (and if any of the
Collateral consists of motor vehicles, Secured Party may use Debtor's license
plates); and/or sell, resell, lease, assign
and deliver, grant options for or otherwise dispose of any or all of the
Collateral in its then condition or following any
commercially reasonable preparation or processing, at public or private sale
or proceedings, by one or more contracts,
in one or more parcels, at the same or different times, at any places, with or
without leaving the Collateral at the place
of sale or other disposition, for cash and/or credit, upon any terms, and to
such persons, firms or corporations as
Secured Party deems best, all without demand for performance or any notice or
advertisement whatsoever except that
where an applicable statute requires reasonable notice of sale or other
disposition Debtor hereby agrees that the
sending of five days' notice, by ordinary mail, postage prepaid, to any
address of Debtor set forth in this Security
Agreement, of the place and time of any public sale or of the time after which
any private sale or other intended
disposition is to be made shall be deemed reasonable notice thereof.  If any
of the Collateral is sold by Secured Party
upon credit or for future delivery, Secured Party shall not be liable for the
failure of the purchaser to pay for same and
in such event Secured Party may resell or otherwise dispose of such
Collateral.  Secured Party may apply the cash
proceeds actually received from any sale or other disposition to the costs and
expenses in connection therewith,
including the expenses of retaking, holding, preparing for sale, selling or
otherwise disposing of the Collateral, to
reasonable attorney's fees, and all other expenses which may be incurred by
Secured Party in attempting to collect the
Obligations, proceed against the Collateral or otherwise enforce this Security
Agreement, or in the prosecution or
defense of any action or proceeding related to the Obligations or this
Security Agreement; and the balance of such cash
proceeds actually received shall be applied to the Obligations in such order
and as to principal and interest as Secured
Party may desire; and Debtor shall remain liable and will pay Secured Party on
demand any deficiency remaining,
together with any charges specified herein or in any instruments evidencing
any of the Obligations and the balance of
any expenses unpaid, with any surplus to be paid to Debtor subject to any duty
of Secured Party imposed by law in
favor of the holder of any subordinate security interest in the Collateral
known to Secured Party.
  5. As collateral security for the Obligations, Debtor also hereby grants to
Secured Party a continuing lien upon
and security interest in any and all moneys, securities and other property of
Debtor, other than real property, and the
proceeds thereof, now or hereafter owned by Debtor and held or received by or
in transit to, Secured Party, from or for
Debtor, whether for custody, pledge, transmission, collection or otherwise,
and any and all deposits and credits of
Debtor with, and any and all claims of Debtor against, Secured Party, at any
time existing.  Upon the occurrence of any
Default, the Secured Party is authorized at any time and from time to time
without notice to Debtor to setoff,
appropriate and apply any or all of such securities, property, other than real
property, deposits, claims and credits, to
the payment of any of the Obligations.  Any and all other property, other than
real property, now or hereafter owned by
Debtor, in or upon which Secured Party at any time has a security interest or
lien, shall be collateral security for all of
the Obligations.

  6. Upon the occurrence of any Default, Debtor shall pay to Secured Party, as
liquidated damages and as part of
the Obligations, a charge at the rate of two per cent per month upon the
unpaid balance of the Obligations from the date
of Default until the date of full payment of the Obligations, but in no event
shall such rate exceed as such term is
defined in the Financing Agreement dated January 8, 2001.

  7. Secured Party shall not be deemed to assume any responsibility for or
obligation or duty with respect to any
part or all of the Collateral, or any matter or proceedings arising out of or
relating thereto, and the same shall be at
Debtor's sole risk at all times.  Secured Party shall not be required to take
any action of any kind to collect, preserve, or
protect its or Debtor's rights in the Collateral or against other parties
thereto.  The grant herein of a security interest in
proceeds of the Collateral shall not be deemed a waiver or release of the
covenant by Debtor not to sell or otherwise
dispose of any of the Collateral without the prior written consent of Secured
Party.  Debtor hereby releases Secured
Party from any claims, causes of action and demands at any time arising out of
or with respect to this Security
Agreement, the Obligations, the use of the Collateral and/or any actions taken
or omitted to be taken by Secured Party
with respect thereto, and Debtor agrees to hold Secured Party harmless from
and with respect to any and all such
claims, causes of action and demands.  Secured Party's prior recourse to any
part or all of the Collateral shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of the Obligations, nor shall any
demand, suit or proceeding for payment or collection of the Obligations
constitute a condition of any recourse by
Secured Party to the Collateral.  Any suit or proceeding by Secured Party to
recover any of the Obligations shall not be
deemed a waiver of or bar against, subsequent proceedings by Secured Party
with respect to any other Obligations
and/or with respect to the Collateral.  No act, failure or delay by Secured
Party shall constitute a waiver of its rights
and remedies hereunder or otherwise.  No single or partial waiver by Secured
Party of any covenant, warranty,
representation, Default or right or remedy which Secured Party may have shall
operate as a waiver of any other
covenant, warranty, representation, Default, right or remedy or of the same
covenant, warranty, representation, Default,
right or remedy on a future occasion.  Debtor waives presentment, notice of
dishonor, protest and notice of protest of all
instruments included in or evidencing any of the Obligations or the
Collateral, and any and all notices or demands
whatsoever (except as expressly provided herein).  In the event of any
litigation with respect to any matter connected
with this Security Agreement, the Obligations or the Collateral, Debtor waives
all rights to a trial by jury, and all
defenses (including but not limited to any defense of the statute of
limitations), rights of setoff and counterclaim of any
nature.  Debtor hereby irrevocably consents to the jurisdiction of the Courts
of the State of New York and of any
Federal Court located in such State in connection with any action or
proceeding arising out of or relating to any or all of
the Obligations and/or this Security Agreement.  In any such litigation Debtor
waives personal service of any summons,
complaint or other process, and agrees that the service thereof may be made by
certified or registered mail directed to
Debtor at its chief place of business set forth in this Agreement.  Within
thirty days after such mailing, the Debtor so
served shall appear and answer to such summons, complaint or other process.
Should the Debtor so served fail to
appear or answer within said thirty day period, the Debtor shall be deemed in
default and judgment may be entered by
Secured Party against the Debtor for the amount or other relief as demanded in
any summons, complaint or other
process so served.  No provision of this Security Agreement or the Obligations
shall be modified, altered, limited,
waived, released or terminated by any act or omission to act or any course of
dealing or usage of trade or otherwise,
except by a written instrument expressly referring thereto and executed by the
party to be charged.  The execution and
delivery of this Security Agreement has been authorized by the Board of
Directors of Debtor (if a corporation) and by
any necessary vote or consent of stockholders of Debtor.  This Security
Agreement and all Obligations shall be binding
upon the heirs, executors, administrators, successors, and assigns of Debtor,
and shall, together with the rights and
remedies of Secured Party hereunder, inure to the benefit of Secured Party,
its successors, endorsees and assigns.
Debtor, if more than one, shall be jointly and severally liable hereunder.
This Security Agreement and the Obligations
shall be governed in all respects by the laws of the State of New York.  All
terms used herein shall have the meanings
as defined in the New York Uniform Commercial Code.  If any term of or
schedule to this Security Agreement shall be
held to be incomplete, invalid, illegal or unenforceable, the validity of all
other terms hereof shall in no way be affected
thereby.  Secured Party is authorized to annex hereto any schedules referred
to herein.  Debtor has received and read a
copy of this Security Agreement.

IN  WITNESS  WHEREOF, the undersigned Debtor has executed this  Security
Agreement in the State of New York
on January 8, 2001.
BEHLMAN ELECTRONICS, INC.

By:___________________________
   President

By:___________________________
   Secretary


STATE OF NEW YORK
     ss.
COUNTY OF NEW YORK

  On December ___, 2001 before me personally appeared Mark Tublisky and Harlan
Sylvan to me known, who,
being by me severally duly sworn, did each for himself depose and say; that he
Mark Tublisky and that he Harlan
Sylvan are respectively the President and Secretary of the corporation
described in and which executed the foregoing
instrument; that they know the seal of said corporation; that the seal affixed
to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation
and that they signed their names thereto by
like order.

___________________________
Notary Public



                               Schedule A

  The following are all of the locations of the Collateral:

80 Cabot Court, Hauppauge, NY 11788

BEHLMAN ELECTRONICS, INC.

By:___________________________
   President


By:___________________________
   Secretary


                          CORPORATE AFFIDAVIT

STATE OF NEW YORK
                  ss.
COUNTY OF NEW YORK

Mark Tublisky and Harlan Sylvan each for himself being duly sworn, deposes and
says that: they reside respectively at
________________________________________________________ and at 19 Ensign
Lane, Massapequa, NY and
are respectively President and Secretary of BEHLMAN ELECTRONICS, INC.; they
are over twenty-one years of age;
said corporation is the sole owner and in possession of the Collateral
mentioned and described in the foregoing Security
Agreement and has the sole right and lawful authority to grant a security
interest therein; the said Collateral and each
and every part thereof is now free and clear of and from any and all liens,
encumbrances and security interests of
whatsoever nature or description except
NONE;
the following are the locations of all places of business of said corporation
80 Cabot Court, Hauppauge, NY 11788;
there are no judgments against said corporation in any Court of any State or
of the United States; there is no attachment
or execution now outstanding against said corporation; no receiver of said
corporation has ever been appointed or
applied for; there are no bankruptcy, arrangement or reorganization
proceedings pending against or with respect to it,
nor have any ever been taken by or against it, nor has it ever been adjudged a
bankrupt or debtor in any such
proceedings; no assignment for the benefit of creditors has been made by it;
said corporation is solvent and justly
indebted to the Secured Party within named in the amount set forth in this
Security Agreement; the security interest is
for value received and there are no claims, offsets or defenses against the
Obligations or the Collateral; and deponents
have read the foregoing Security Agreement and know the contents thereof and
that same is true and accurate in every
respect.  Deponents further state that this affidavit is made for the purpose
of inducing the Secured Party in the
foregoing Security Agreement to give to Debtor the credit mentioned in the
foregoing Security Agreement, knowing full
well that Secured Party relies upon the truth of said representations.

_________________________

___________________________


Sworn to before me this January ___, 2001

________________________
Notary Public




                         CERTIFIED RESOLUTIONS

  The undersigned, being respectively President and Secretary of BEHLMAN
ELECTRONICS, INC.
a Delaware, Corporation having its principal offices at 80 Cabot Court,
Hauppauge, NY 11788,  hereby
CERTIFY that at a meeting of the Board of Directors of said corporation duly
called and held, in
accordance with the by-laws of said corporation and all applicable laws, on
the January 8, 2001 ,
quorum being present and voting throughout, the following resolutions were
unanimously adopted and
recorded in the minute books of said corporation and do not contravene any
provision of its corporate
charter or by-laws and are now in full force and effect without revocation or
change;
"RESOLVED:
1.   That any one or more of the officers of this corporation be and each of
them hereby is authorized and
directed, in the name and on behalf of this corporation: (a) to generally
borrow money and obtain credit
for this corporation from time to time from Rosenthal & Rosenthal, Inc.
("Rosenthal") upon terms and
conditions,. as to rates of interest, discounts, premiums and otherwise,
satisfactory to Rosenthal; (b) to
execute and deliver to Rosenthal a promissory note or notes, in form and
substance satisfactory to
Rosenthal, as evidence of such borrowing or borrowings, containing such terms
and conditions as to
rates of interest, discounts, premiums and otherwise as Rosenthal may require
and as any officer of this
corporation may approve, such approval being conclusively evidenced by the
execution and delivery of
such promissory note or notes by any officer of the corporation; (c) to grant
a security interest to
Rosenthal in any or all personal property now owned and hereafter acquired by
this corporation,
including without limitation all machinery, equipment, furniture and fixture
(if any) now owned and
hereafter acquired by this corporation, wherever located, and all
replacements, substitutions, additions
and improvements thereto and thereof, and all proceeds,. if any, of the
foregoing, as collateral security
for the payment performance, observance and fulfillment by this corporation of
any and all indebtedness,
obligations and liabilities of any kind of this corporation, as principals,
endorser, guarantor, surety or
otherwise, to Rosenthal, now existing and hereafter arising, direct or
indirect, (including without
limitation, participation or interest of Rosenthal in obligations of this
corporation to others), acquired
outright, by assignment, conditionally, or as collateral security from
another, fixed or contingent, joint
or several, due or not due,. liquidated or unliquidated, arising by operation
of law or otherwise, and all
instruments executed and delivered as evidence thereof, which security
interest shall be upon such terms
and conditions as Rosenthal may require; (d) execute and deliver to Rosenthal
a security agreement or
agreements and financing statements, in form and substance satisfactory to
Rosenthal, granting such
security interest to Rosenthal, containing such terms and conditions as
Rosenthal may require and as any
officer of this corporation may approve, such approval being conclusively
evidenced by the executions
and delivery of such security agreement by any officer of this corporation;
and (e) to execute and deliver
to Rosenthal, from time to time any and all other papers, documents,
instruments, notices, certificates
and financing statements under the Uniform Commercial Code or otherwise, in
connection with or in
implementation of the foregoing resolutions or in amendment, modification or
supplement of and to the
said promissory note or notes, security agreement or agreements and financing
statements, the same to
be in form and substance satisfactory to Rosenthal, and to do all other acts
necessary desirable to
effectuate the foregoing resolutions.

2.   That the Secretary or any Secretary of this corporation alone or jointly
with any other officer of this
corporation, is hereby authorized to certify and deliver to Rosenthal for in
the name of this corporation
and under the seal thereof, copies of these resolutions."
  AND we further CERTIFY that the Certificate of Incorporation of the
corporation and all
amendments thereto, if any, and the By-Laws of this corporation, do not
provide that the vote or
consent of shareholders is required to authorize any or all of the
transactions referred to in the foregoing
Resolutions;

  AND we further CERTIFY that, from our examination of the minute book and
other pertinent
records of this corporation now in our possession, and of our own knowledge,
the following named
persons constitute all of the officers of this corporation presently serving
as such and that adjacent to
each name is the genuine signature of each such officer:

OFFICE         NAME             SIGNATURE

President        Mark Tublisky            _______________________

Secretary        Harlan Sylvan            _______________________

  IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of
this corporation,
this January 8, 2001.

Corp. Seal

____________________________
President

____________________________
Secretary

STATE OF New York
               ss.:
COUNTY OF New York
  On this___________________ 2001, before me personally came Mark Tublisky and
Harlan Sylvan
to me known and known to me to be the individual described in and who executed
the foregoing
instrument, and he duly acknowledged that he executed the same.

_______________________________
      Notary Public
                         STOCKHOLDERS' CONSENT

I, the undersigned, being all of the stockholder of BEHLMAN ELECTRONICS, INC.
, a corporation
organized and existing under and by virtue of the Laws of the State of
Delaware, having its principal
office at 80 Cabot Court, Hauppauge, NY 11788 and respectively holding and
owning the number of voting
shares set opposite my signature hereto, and holding and owning collectively
all of the shares outstanding and all
of the outstanding shares entitled to vote,
DO HEREBY CONSENT, in writing, pursuant to the applicable provisions of the
Business Corporation Law of
the State of New York, and do hereby authorize, approve and consent to the
execution and delivery by
BEHLMAN ELECTRONICS, INC.  to ROSENTHAL & ROSENTHAL, INC., a New York
corporation,
with its principal office located at 1370 Broadway, Borough of Manhattan, City
and State of New York, of a
guarantee of any and all obligations of BEHLMAN ELECTRONICS, INC.  to the said
ROSENTHAL &
ROSENTHAL, INC., which guarantees shall be in the form annexed hereto or in
any other form the officer
executing the same deems advisable, and/or to make, execute and deliver
collateral bonds, endorsements, etc.,
with respect to any of the obligations aforementioned of BEHLMAN ELECTRONICS,
INC.  to the said
ROSENTHAL & ROSENTHAL, INC.
AND WE DO HEREBY FURTHER CONSENT that the Board of Directors and officers of
BEHLMAN
ELECTRONICS, INC.  do, and they are hereby authorized to do all things
necessary to carry this consent and
the aforementioned guaranty into effect and to execute any and all
instruments, agreements and documents in
connection therewith.
Dated:   This January 8, 2001

Name             Number of Class        Signature
                    Shares
<TABLE>
<S>              <C><C>    <C><C>       <C><C>
ORBIT               100%      Common     By:__________________________
Dennis Sunshine
INTERNATIONAL
CORP.
</TABLE>
SEPS NY #342620 v.8



SEPS NY #342620 v.8





STATE OF NEW YORK

On December ___, 2001 before me personally appeared Dennis Sunshine to me
known, who, being by me
severally duly sworn, deposes and says; that he is the President of the
corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said
corporation and that he signed his name thereto.

____________________________________
Notary Public





Exhibit 10 (l)      Purchase and Sale Agreement between the Company and 80
Cabot Realty
          LLC dated February 26,2001.

                     PURCHASE AND SALE AGREEMENT
     THIS PURCHASE AND SALE AGREEMENT, made as of the ___ day of January, 2001
(this "AGREEMENT"), by and among ORBIT INTERNATIONAL CORP., a Delaware
corporation
having an address at 80 Cabot Court, Hauppauge, New York 11788 ("SELLER") and
80 CABOT
REALTY LLC, a New York limited liability company having an address at 2545
Hempstead
Turnpike, East Meadow, New York  11554 ("PURCHASER");
                         W I T N E S S E T H:
     WHEREAS, Seller is the owner of the land (the "LAND") more particularly
described in
Schedule 1 attached hereto and made a part hereof and all buildings and
improvements located on the
Land (the "IMPROVEMENTS"; the Improvements and the Land, collectively, the
"PREMISES"), which
Premises are located at and commonly known as 80 Cabot Court, Hauppauge, Town
of Smithtown,
New York 11788; and
     WHEREAS, Purchaser wishes to purchase the Property (as hereinafter
defined) from Seller
and Seller wishes to sell the Property to Purchaser, subject to the terms and
conditions hereinafter
set forth.
     NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and
conditions contained herein, and other good and valuable consideration, the
mutual receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser hereby
agree as follows:
Sale and Purchase

 .  Seller hereby agrees to sell, transfer and convey to Purchaser, and
Purchaser hereby agrees to
purchase from Seller, on the Closing Date (as hereinafter defined) and on the
terms and conditions
set forth in this Agreement, the Premises, together with all of Seller's
rights, claims, privileges,
immunities, title and interests in, to and under the following (the Premises
and all of the following
being hereinafter referred to as the "PROPERTY"): the easements, rights of
way, privileges,
appurtenances and other rights and benefits of Seller in and to the Premises,
the land lying in the
bed of any street or highway in front of or adjoining the Land to the center
line thereof and any
strips or gores adjoining or adjacent to the Land; subject to the provisions
of Section 13 below,
any unpaid award for any taking by condemnation or any damage to the Premises
by reason of a
change of grade of any street or highway; subject to the provisions of Section
14 below, any
insurance proceeds that are payable after the date of this Agreement on
account of any damage to
the Property resulting from a fire or other casualty which occurs after the
date of this Agreement,
and all heating, lighting, electrical, plumbing, air conditioning, sprinkler
and other fire prevention
systems, motors, machinery, pipes, appliances contained in, attached or
appurtenant to or used or
useable in connection with the Improvements, but exclusive of all furnishings,
moveable trade
fixtures, equipment and other personal property utilized by Seller in
connection with its business
operations located at the Premises (the "PERSONALTY").
Purchase Price; Escrow.
AS CONSIDERATION FOR THE PROPERTY, PURCHASER SHALL PAY TO SELLER THREE MILLION
AND
00/100 DOLLARS ($3,000,000.00) (THE "Purchase Price"), SUBJECT TO ADJUSTMENT
AS PROVIDED
IN THIS AGREEMENT.
PURCHASER SHALL PAY THE PURCHASE PRICE TO SELLER AS FOLLOWS:
ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000.00) upon Purchaser's
execution
and delivery of this Agreement, by certified check drawn on a bank which is a
member of the New York
Clearing House Association or in other immediately available funds  (the
"DEPOSIT"); and
TWO MILLION EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($2,850,000.00) (the
"BALANCE") at the Closing (as hereinafter defined), subject to adjustment as
provided in this Agreement.
(I)  THE DEPOSIT SHALL BE PAID TO AND HELD IN ESCROW BY SELLER'S ATTORNEY,
SQUADRON, ELLENOFF,
PLESENT & SHEINFELD, LLP ("Escrow Agent").  ESCROW AGENT SHALL HOLD THE
DEPOSIT IN ESCROW
UNTIL THE CLOSING OR SOONER TERMINATION OF THE AGREEMENT AND SHALL PAY OVER
THE DEPOSIT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
Escrow Agent shall invest the Deposit in an interest-bearing account (the
"ESCROW").  Any interest on the
Deposit shall be paid to the party entitled to receive the Deposit pursuant to
this Agreement and the party
receiving such interest shall pay any income taxes thereon.
At the Closing, Escrow Agent will disburse the Deposit together with all
interest thereon, to Seller to be applied
against the Purchase Price for the Property.
If for any reason the Closing does not occur and either party makes a written
demand upon Escrow Agent for
payment of the funds held in Escrow, Escrow Agent shall give written notice to
the other party of such demand.
If Escrow Agent does not receive a written objection to the proposed payment
from the other party within ten
(10) calendar days after the giving of such notice, Escrow Agent is hereby
authorized to make such payment.
If Escrow Agent does receive such written objection within such ten (10)
calendar day period or if for any other
reason Escrow Agent in good faith shall elect not to make such payment, Escrow
Agent shall continue to hold
such funds until otherwise directed by written instructions from the parties
to this Agreement or a final order
of a court of competent jurisdiction.  Notwithstanding the foregoing, Escrow
Agent shall have the right at any
time to deposit the amount in Escrow with the Clerk of the Supreme Court of
Suffolk County whereupon
Escrow Agent shall give immediate written notice of such deposit to Seller and
Purchaser.  Upon such deposit,
Escrow Agent shall be fully released and discharged from any obligations
imposed upon it by this Agreement.
The parties acknowledge that Escrow Agent is acting solely as a stakeholder at
their request and for their
convenience, that Escrow Agent shall not be deemed to be the agent of either
of the parties, and that Escrow
Agent shall not be liable to either of the parties for any act or omission on
its part unless taken or suffered in
bad faith, in willful disregard of this Agreement or involving gross
negligence.  If this Agreement or any matter
relating hereto shall become the subject of any litigation or controversy,
Purchaser and Seller agree, jointly and
severally, to hold Escrow Agent free and harmless from any costs, claims,
losses or expenses, including
attorneys' fees, that may be incurred by Escrow Agent by reason thereof,
provided, however, that Purchaser
and Seller shall not be required to indemnify Escrow Agent from any loss or
expense that it may suffer as a
result of actions or omissions taken or suffered by Escrow Agent in bad faith,
in willful disregard of this
Agreement or involving gross negligence on the part of Escrow Agent.
Escrow Agent shall acknowledge receipt of the Deposit and agreement to these
provisions by signing in the
place indicated on the signature page of this Agreement.
Adjustments to Purchase Price.  THERE SHALL BE NO ADJUSTMENTS TO THE PURCHASE
PRICE AT CLOSING BECAUSE THE
"NET LEASE" (HEREINAFTER DEFINED) IS A NET LEASE WITH SELLER AS TENANT.
Representations and Warranties of Seller

 .  Seller hereby represents and warrants to Purchaser that the following
statements are true and
correct as of the date of this Agreement and shall be true and correct as of
the Closing Date:
ORGANIZATION; POWER AND AUTHORITY.  SELLER IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND IS AUTHORIZED
TO DO BUSINESS
IN THE STATE OF NEW YORK.  SELLER HAS THE REQUISITE POWER AND AUTHORITY TO
EXECUTE AND DELIVER
AND TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL INSTRUMENTS AND
OTHER DOCUMENTS
EXECUTED AND DELIVERED BY SELLER IN CONNECTION WITH THIS AGREEMENT.
EXECUTION AND ENFORCEABILITY

 .  This Agreement and all other instruments executed by Seller and delivered
to Purchaser in
connection with this Agreement and the transactions contemplated hereby and
thereby have been or
will be duly and validly executed and delivered by Seller and constitute the
legal, valid and binding
obligations of Seller, enforceable in accordance with their respective terms,
except as enforcement
might be limited by bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement
of creditors' rights generally and by general principles of equity (regardless
of whether such
enforcement is considered in a proceeding in equity or at law).  The execution
and delivery by Seller
of this Agreement and all other instruments executed by Seller and delivered
to Purchaser in
connection with this Agreement and the transactions contemplated hereby and
thereby, and Seller's
performance of the transactions contemplated hereby and thereby, are within
the corporate powers
of Seller, have been duly authorized by all necessary partnership action of
Seller and will not
contravene or conflict with Seller's articles of incorporation or by-laws or,
with or without the giving
of notice of the passage of time, or both, any contractual restriction binding
upon Seller.
CONSENTS

 .  No authorization, approval or other action by, and no notice to or filing
with, any Governmental
Authority (as hereinafter defined) or regulatory body is necessary for or in
connection with the
execution, delivery or performance by Seller of the transactions contemplated
by this Agreement.
CONFLICT WITH EXISTING LAWS OR CONTRACTS

 .  The execution and delivery of this Agreement and all related documents and
the performance of its
obligations hereunder and thereunder by Seller does not, (i) to Seller's
knowledge, conflict with any
provision of any law or regulation to which Seller is subject, (ii) conflict
with or result in a breach of
or constitute a default under any of the terms, conditions or provisions of
any agreement or
instrument to which Seller is a party or by which Seller is bound or (iii) any
judgment, writ,
injunction, order or decree applicable to Seller or result in the creation or
imposition of any lien on
any of its assets or property (including, without limitation, the Property),
which would materially and
adversely affect the ability of Seller to perform its obligations under this
Agreement.
LITIGATION

 .  Other than as set forth on Schedule 2 attached hereto, to Seller's
knowledge, there are no
judgments presently outstanding and unsatisfied against Seller or any of its
properties (including,
without limitation, the Property), and neither Seller nor any of its
properties (including, without
limitation, the Property) are involved in any litigation at law or in equity,
or any proceeding before
any court, or by or before any governmental or administrative agency, and no
such litigation or
proceeding is threatened in writing against Seller or against any of its
properties (including, without
limitation, the Property) nor relating to the transactions contemplated by
this Agreement and Seller
has received no written notice that any investigation looking toward such a
proceeding has begun or
is contemplated.
BANKRUPTCY

 .  Seller has not filed any petition seeking or acquiescing in any
reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
any law relating to
bankruptcy or insolvency, nor has any such petition been filed against Seller.
NOT A FOREIGN PERSON

 .  Seller is not a "foreign person" within the meaning of Sections 1445 and
7701 of the Internal
Revenue Code of 1986 (the "CODE"), as amended.
CONDEMNATION

 .  As of the date hereof, Seller has received no written notice, and Seller
has no actual knowledge,
of any pending or threatened condemnation or eminent domain proceedings that
would affect any part
of the Property.
ENVIRONMENTAL MATTERS

 .  To the best of Seller's actual knowledge, the Property is not, and Seller
has not received written
notice from any Federal, state, county or municipal government, or any
political, or quasi-political,
subdivision, agency, authority, department, court, commission, board, bureau
or instrumentality of
any of the foregoing (collectively, "GOVERNMENTAL AUTHORITIES") asserting
jurisdiction over Seller
or the Property, that the Property is or may be, in violation of any
applicable federal, state, county
or municipal law, ordinance or regulation regarding Hazardous Materials.  The
operations of Seller
at the Premises are in material compliance with all applicable Environmental
Laws.  As used herein,
"HAZARDOUS MATERIALS" means (a) those substances included within the
definitions of any one or
more of the terms "hazardous substances," "hazardous materials", "toxic
substances", and "hazardous
waste" in the Comprehensive Environmental, Response, Compensation and
Liability Act, 42 U. S.C.
sectionsection 9601 et seq., as amended, the Resource Conservation and
Recovery Act of 1976, as amended, 42
U.S.C. sectionsection 6901 et seq. and the Hazardous Materials Transportation
Act, as amended, 49 U.S.C. sectionsection
1801 et seq., and in the regulations promulgated pursuant to such laws; (b)
such other substances,
materials and wastes as are regulated under applicable local, state or Federal
environmental laws or
regulations, or which are classified as hazardous or toxic under Federal,
state or local environmental
laws or regulations; and (c) any materials, wastes or substances that are (i)
petroleum; (ii) asbestos;
(iii) polychlorinated biphenyls; (iv) lead paint; (v) urea formaldahyde and
urea formaldahyde
insulation; (vi) designated as a "hazardous substance" pursuant to Section 311
of the Clean Water
Act, as amended, 13 U.S.C. sectionsection 1321 et seq., (33 U. S.C. section
1321) or designated as "toxic pollutants"
pursuant to Section 307 of the Clean Water Act (33 U.S.C section 1317); (vii)
flammable explosives; or
(viii) radioactive materials. Hazardous Materials shall not include materials
or substances customarily
used in the day-to-day operation and maintenance of the Property, such as
cleaning fluids and similar
substances and materials, provided they are used in compliance with all
applicable laws and in
quantities customarily used in similar properties.  As used herein,
"ENVIRONMENTAL LAWS" shall mean
any and all present and future statutes, ordinances, codes, orders, decrees,
laws, rules and regulations
of any Governmental Authorities pertaining to or imposing liability or
standards of conduct with
respect to the regulation and protection of human health and safety, the
environment or natural
resources, including the Comprehensive Environmental Response, Compensation,
and Liability Act
(42 U.S.C. sectionsection 9601 et seq.), the Hazardous Material Transportation
Act (49 U.S.C. sectionsection 1801 et seq.),
the Resource Conservation and Recovery Act (42 U.S.C. sectionsection 6901 et
seq.), the Federal Water
Pollution Control Act (33 U.S.C. sectionsection 1251 et seq.), the Oil
Pollution Act of 1990 (P.L. 101-380), the
Safe Drinking Water Act (42 U.S.C. sectionsection 300(f) et seq.), the Clean
Air Act (42 U.S.C. sectionsection 7401 et
seq.), the Toxic Substances Control Act (15 U.S.C. sectionsection 2601 et
seq.), the Federal Insecticide,
Fungicide, and Rodenticide Act (7 U.S.C. sectionsection 136 et seq.), and the
Occupational Safety and Health
Act (29 U.S.C. sectionsection 651 et seq.), as such laws have been and
hereafter may be amended or
supplemented.
NO VIOLATIONS

 .  Seller has not received written notice of any violations which remain
uncured of any licenses,
permits and statutes, laws, ordinances, rules, regulations, requirements and
codes of any
Governmental Authorities applicable to the Property including, without
limitation, those regarding
building, fire, health, safety, environmental, subdivision, water quality,
sanitation controls and the
Americans with Disabilities Act, and similar rules and regulations relating
and/or applicable to the
ownership, use and operation of the Property as it is now operated and the
Improvements located
thereon, except as listed in Schedule 3 hereto.
PERMITS

 .  True, correct, and complete copies of all governmental or
quasi-governmental licenses, consents,
certificates, approvals, permits, authorizations and other requirements of any
Governmental
Authorities necessary or required for the continued use and operation of the
Property and the
Improvements for the purposes for which the same are intended (the "PERMITS")
have been or will
be delivered to Purchaser upon execution and delivery of this Agreement by all
parties hereto.
SERVICE CONTRACTS

 .  Except as disclosed in Schedule 4 attached hereto, there are no material
service, maintenance,
supply, management or other contracts ("SERVICE CONTRACTS") affecting the
Property.  True, correct,
and complete copies of all material Service Contracts have been or will be
delivered to Purchaser
upon execution and delivery of this Agreement by all parties hereto.
LEASES

 .  There are no agreements (written or oral) in the nature of leases,
subleases, rights of occupancy,
licenses, permits, franchises, concessions or other types of occupancy
agreements affecting the
Property, other than the Net Lease which is or will be entered into between
Seller and Purchaser on
or prior to the Closing Date.
ASSESSMENTS

 .  Seller has not received written notice, and Seller has no actual knowledge,
without duty to inquire,
of any pending or threatened special assessments or reassessments affecting
the Property.
OPTIONS

 .  Seller has not granted to any person or party, other than Purchaser, has
any right or option to
acquire the Property, or any part thereof or any interest therein.
[INTENTIONALLY OMITTED

 .]
TITLE TO PROPERTY

 .  Seller has good and marketable title to the Property, free and clear of all
liens, charges,
encumbrances, mortgages, pledges, security interests, easements, agreements
and other interests and
adverse claims (collectively, "ENCUMBRANCES"), other than the matters set
forth in Schedule 5
attached hereto and made a part hereof (the "PERMITTED ENCUMBRANCES").
FINANCIAL STATEMENTS

 .  All financial statements (including but not limited to balance sheets,
income and expense statements
and profit and loss statements) heretofore furnished to Purchaser by or on
behalf of Seller are and will
be true, complete and correct in all respects as of the respective time
periods for which the same are
furnished.
Representations and Warranties of Purchaser

 .  Purchaser hereby represents and warrants to Seller that the following
statements are true and
correct as of the date of this Agreement, and shall be true and correct as of
the Closing Date:
ORGANIZATION; POWER AND AUTHORITY

 .  Purchaser is a limited liability company duly organized, validly existing
and in good standing under
the laws of the State of New York.  Purchaser has the requisite power and
authority to execute and
deliver and to perform its obligations under this Agreement and all
instruments and other documents
executed and delivered by Purchaser in connection with this Agreement.
EXECUTION AND ENFORCEABILITY

 .  This Agreement and all other instruments executed by Purchaser and
delivered to Seller in
connection with this Agreement and the transactions contemplated hereby and
thereby have been or
will be duly and validly executed and delivered by Purchaser and constitute
the legal, valid and
binding obligations of Purchaser, enforceable in accordance with their
respective terms, except as
enforcement might be limited by bankruptcy, insolvency, reorganization or
similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(regardless of whether
such enforcement is considered in a proceeding in equity or at law).  The
execution and delivery by
Purchaser of this Agreement and all other instruments executed by Purchaser
and delivered by
Purchaser in connection with this Agreement and the transactions contemplated
hereby and thereby,
and Purchaser's performance of the transactions contemplated hereby and
thereby, are within the
limited liability company powers of Purchaser, have been duly authorized by
all necessary action of
Purchaser and will not contravene or conflict with Purchaser's certificate of
organization or operating
agreement, or, with or without the giving of notice or the passage of time, or
both, any contractual
restriction which is binding on Purchaser.
CONSENTS

 .  No authorization, approval or other action by, and no notice to or filing
with, any Governmental
Authority or regulatory body is necessary for or in connection with the
execution, delivery or
performance by Purchaser of the transactions contemplated by this Agreement.
CONFLICT WITH EXISTING LAWS OR CONTRACTS

 .  The execution and delivery of this Agreement and all related documents and
the performance of its
obligations hereunder and thereunder by Purchaser does not, (i) to Purchaser's
knowledge, conflict
with any provision of any law or regulation to which Purchaser is subject,
(ii) conflict with or result
in a breach of or constitute a default under any of the terms, conditions or
provisions of any
agreement or instrument to which Purchaser is a party or by which Purchaser is
bound or (iii) any
judgment, writ, injunction, order or decree applicable to Purchaser or result
in the creation or
imposition of any lien on any of its assets or property which would materially
and adversely affect the
ability of Purchaser to perform its obligations under this Agreement.
          (e)  Bulk Sales.  Purchaser agrees that, promptly after execution of
this Agreement,
Purchaser shall file with the New York State Tax Department, Bulk Sales Unit,
a Notification of Sale,
Transfer or Assignment in Bulk (the "NOTIFICATION") with respect to
Purchaser's acquisition of the
Property.  Seller agrees to provide to Purchaser all such information as may
be required to allow
Purchaser to complete the Notification.  Provided that Purchaser has so filed
the Notification and a
bulk sales tax clearance has not been received by Purchaser on or prior to the
Closing Date, Seller
agrees to indemnify, defend and hold harmless Purchaser from and against any
and all losses, costs,
damages and expenses which may be incurred by Purchaser as a result of
Seller's failure to pay sales
or use taxes required to be paid by Seller in connection with the business of
which the Property forms
an asset and for which Purchaser could have liability under the New York State
Sales and Use Tax
Law (the "BULK SALES LAW").  In the event Purchaser receives notice from the
State of New York
prior to the Closing that Seller owes sales or use taxes for which Purchaser
could have liability under
the Bulk Sales Law, in the event Seller fails to pay (or escrow with the title
company an amount
sufficient to pay) all such taxes owed by Seller on or prior to the Closing
Date, Purchaser shall have
the right to terminate this Agreement.  The indemnification provided herein
shall survive the Closing
until such time as the bulk sales tax clearance has been received by Purchaser.
Inspection Period; As-Is.
PURCHASER'S ACKNOWLEDGMENTS

 .  Purchaser acknowledges that, except as otherwise expressly set forth in
this Agreement, neither
Seller nor anyone acting for or on behalf of Seller, including without
limitation any agent, employee
or other representative of Seller or any broker or other person representing
or purporting to represent
Seller, has made any written or oral representation, warranty, promise or
statement, express or
implied, concerning the Property or the condition, use or development thereof.
 Purchaser has
undertaken or shall undertake during the Inspection Period all such
investigations of the Property as
Purchaser deems necessary or appropriate under the circumstances and, except
with respect to
Seller's representations expressly set forth in this Agreement, Purchaser is
and will be relying strictly
and solely upon such inspections and examinations and the advice of its own
consultants, agents, legal
counsel and officers and Purchaser is and will be at or prior to the Closing
fully satisfied that the
Purchase Price is fair and adequate consideration for the Property.  Except
with respect to Seller's
representations expressly set forth in this Agreement, all matters concerning
the Property have been
or shall be independently verified by Purchaser prior to the Closing.  As a
material inducement to the
execution and delivery of this Agreement by Seller, and except as otherwise
expressly provided in this
Agreement, Purchaser is purchasing the Property in its "as is" present
physical condition and state
of repair, with all faults, and subject to reasonable use, wear, tear and
natural deterioration between
the date hereof and the Closing Date, without any reduction in the Purchase
Price for any change in
such condition by reason thereof subsequent to the date of this Agreement.
INSPECTION PERIOD.
Seller grants to Purchaser an Inspection Period (the "INSPECTION PERIOD"),
which period shall commence on
the date of this Agreement and shall end forty-five (45) calendar days
thereafter at 5:00 PM  EST, provided
that if such forty-fifth (45th) calendar day is not a business day, then such
date shall be extended to 5:00 PM
EST on the next business day, WITH TIME BEING OF THE ESSENCE AS TO SUCH DATE.
In the event
Purchaser's Phase I environmental report (as same was delivered to Seller upon
Purchaser's receipt of same)
expressly recommends that Purchaser conduct a Phase II inspection of the
Property, then upon written request
made by Purchaser to Seller on or prior to the expiration of the Inspection
Period, the Inspection Period shall
be extended for an additional period of thirty (30) days (or such lesser
period of time as may be requested by
Purchaser) in order to allow Purchaser to complete such testing, TIME BEING OF
THE ESSENCE AS TO
SUCH DATE.
During the Inspection Period, subject to the terms and conditions of this
Agreement, Purchaser and its agents
and employees shall have the right to inspect the Property for the following
purposes: investigating the
suitability of the Property for Purchaser's intended purposes, conducting
tests of the soil conditions and
structures of the Property, investigating the presence of Hazardous Materials
on the Property and such other
purposes as Purchaser shall deem appropriate in its reasonable discretion.
Prior to entering upon the Property,
Purchaser shall comply with the provisions of Section 6(b) of this Agreement.
Upon execution and delivery
of this Agreement by all parties hereto, Seller shall furnish to Purchaser
true and complete copies of all material
Service Contracts, licenses and permits affecting the Property to the extent
in Seller's possession or control.
Purchaser may further inspect the Property, from time to time during regular
business hours on Business Days
and upon reasonable prior notice to Seller, after the expiration of the
Inspection Period and prior to the Closing,
subject to the terms of this Section 6(b).
If Purchaser in its sole and absolute discretion shall be unsatisfied with the
results of its inspections of the
Property or the materials furnished by Seller, Purchaser shall have the right
in its sole and absolute discretion
to terminate this Agreement and receive back the Deposit with interest thereon
by providing written notice to
Seller and Escrow Agent of such election prior to 5:00 PM EST on the last day
of the Inspection Period, TIME
BEING OF THE ESSENCE as to the giving of such notice.  In the event that
Purchaser fails to terminate the
Agreement prior to 5:00 PM EST on the last day of the Inspection Period, then
Purchaser shall be deemed to
have unconditionally waived any right to terminate this Agreement under this
Section 6(b)(iii).
If Purchaser gives timely notice of termination of this Agreement to Seller
and Escrow Agent in accordance
with the requirements of Section 6(b)(iii), this Agreement shall thereupon be
deemed canceled and become void
and of no further effect, and neither party shall have any obligations of any
nature to the other hereunder or
by reason hereof except with respect to Section 6(b)(vi) and the other
sections of this Agreement which
specifically survive such termination, and Escrow Agent shall cause the
Deposit with interest to be promptly
refunded to Purchaser, it being acknowledged and agreed that there shall be no
further conditions precedent
of any kind to Purchaser's right to obtain a full refund of the Deposit after
timely service of such notice of
termination in accordance with the requirements of Section 6(b)(iii).
Purchaser shall promptly provide Seller with copies of all draft or final
engineering and architectural reports,
environmental reports, construction and renovation estimates (collectively,
the "REPORTS") commissioned by
Purchaser, if any, in connection with Purchaser's acquisition of the Property,
at no cost to Seller.  Seller shall,
provided that Closing occurs, keep the Reports confidential, except to the
extent that such (a) information (i)
is a matter of public record, (ii) was available to Seller on a
non-confidential basis prior to its disclosure to
Seller, (iii) becomes available to Seller from a source known to Seller not to
have a duty of confidentiality with
regard to the information or (iv) was or is independently developed by Seller
from non-confidential sources,
or (b) disclosure is compelled by law or by regulatory or judicial process;
provided, however, that Seller may
disclose such information to its Related Parties (as hereinafter defined) so
long as such persons are informed
by Seller of the confidential nature of such information and are directed by
Seller to treat such information
confidentially and to use such information only in connection with the
transaction contemplated by this
Agreement.  Notwithstanding anything contained herein to the contrary, in the
event Seller is required by law
or by regulatory or judicial process to disclose any such confidential
information, Seller shall notify Purchaser
in writing of such required disclosure, shall exercise all commercially
reasonable efforts to preserve the
confidentiality of the Reports, including, without limitation, reasonably
cooperating with Purchaser to obtain
an appropriate order or other reliable assurance that confidential treatment
will be accorded the Reports by
such tribunal and shall disclose only that portion of the Reports which it is
legally required to disclose.
Notwithstanding anything to the contrary contained in Section 6(b), Purchaser
shall not, and shall not permit
its employees, consultants, engineers and agents to, conduct any soil tests or
sampling or any boring, digging,
drilling or other physical intrusion of any of the Property and/or the
Improvements (collectively, "TESTING"),
without the prior written consent of Seller, which consent Seller shall not
unreasonably withhold or delay
provided Purchaser's Phase I  Report (as same was delivered to Seller upon
Purchaser's receipt of same)
expressly recommends that Purchaser conduct a Phase II inspection of the
Property and further provided that
Purchaser fully complies with the provisions of this Section 6(b)(vi).  In
connection with any such Testing,
Purchaser and/or each of its agents, contractors or consultants who enters
upon the Property shall (a) furnish
to Seller a certificate evidencing such party's commercial general liability
insurance, which insurance shall
include contractual liability coverage and coverage for bodily injury,
property damage and personal injury
caused by such party in connection with its entry onto the Property and shall
name Seller as an additional
insured, as Seller's interests may appear, with minimum limits of liability as
follows: a combined single limit
with respect to each occurrence of $1,000,000 with a $2,000,000 annual
aggregate, prior to commencing any
such Testing and shall, upon completion thereof, restore promptly, at
Purchaser's cost and expense, the
Property to its condition existing prior to such Testing, including refilling
any holes dug on the Property by
Purchaser or its agents or employees with the same soil or clean fill and
making safe any hazardous conditions
created by Purchaser or its agents, and (b) (i) at all times be accompanied by
a representative of the Seller when
at the Property (and, in connection therewith, shall give Seller reasonable
prior notice of Purchaser's request
to enter the Property and Seller shall make such representative of Seller
available at  reasonable times on being
given such advance notice), and (ii) not unreasonably interfere with the
operation of the Property.  Provided
Purchaser is delivered prompt notice of any claim to which Seller has been
given notice, Purchaser hereby
agrees to indemnify, defend and holds harmless Seller from any and all
personal injuries or damage to personal
property and other actual, reasonable out of pocket loss, cost and expense to
the extent the same directly arise
in connection with the entry upon the Property by Purchaser and its employees,
agents, consultants, contractors
and advisors, and any inspections, testing and other acts of Purchaser or its
employees, agents, consultants,
contractors or advisors, provided that the foregoing indemnity shall not apply
to any such liability, loss, cost,
judgment, claim, damage or expense to the extent arising from the gross
negligence or willful misconduct of
Seller, its officers, shareholders, directors, employees, attorneys or agents.
 With respect to the foregoing
indemnification, Purchaser may (i) employ and retain legal counsel of its own
choosing in defending any such
claim(s) provided such legal counsel is reasonably approved by Seller and (ii)
reasonably settle any such
claim(s) upon consultation with and obtaining the reasonable approval of
Seller provided that any such
settlement includes a release of Seller and its  officers, shareholders,
directors, employees with respect to the
facts and circumstances underlying such claim(s).  Notwithstanding the
foregoing, Purchaser shall not be
obligated to pay consequential or punitive damages under this Section
6(b)(vi).  The foregoing indemnification
shall survive the Closing or the earlier termination of this Agreement for a
period of one (1) year.
Covenants Pending the Closing

 .  Seller covenants that from the date hereof through and including the
Closing Date:
NO TRANSFER

 .  Seller will not sell, assign, mortgage, pledge, encumber or otherwise
transfer all or any portion of
the Property or permit any lien to be placed on the Property or take or permit
any other action
affecting title to the Property or offer to do any of the foregoing without
the prior written consent
of Purchaser, which may be granted or withheld in Purchaser's sole and
absolute discretion.
NO LEASES

 .  Seller will not enter into any lease, license or other occupancy agreement
in respect of the Property
(other than the Net Lease, as hereinafter defined) without the prior written
consent of Purchaser,
which may be granted or withheld in Purchaser's sole and absolute discretion.
COPIES OF NOTICES, ETC.

  Seller shall promptly after the delivery or receipt thereof deliver to
Purchaser copies of all material
notices affecting the Property, including, without limitation, notices of
default in connection with any
Service Contract, notices of releases of Hazardous Materials or any actual or
threatened
condemnation of the Property or any portion thereof, notices of any pending or
threatened zoning
changes with respect to the Property or any adjacent properties, and copies of
all other material
correspondence sent, filed, served on or received by Seller from and after the
date hereof with respect
to the Property.
NO LITIGATION

 .  Seller will not commence or thereafter take any action in respect of any
litigation or proceeding
affecting the Property without the prior written consent of Purchaser, which
may be granted or
withheld in Purchaser's sole and absolute discretion, it being agreed that
Purchaser's consent shall
not be required with respect to any litigation or other legal proceeding
relating to personal injury or
property damage claims by third parties of the types customarily covered by
insurance policies in
effect with respect to the Property.  Seller shall promptly deliver notice to
Purchaser of, and, if the
same may adversely affect Purchaser or the Property, defend at Seller's
expense, all actions, suits,
claims and other proceedings affecting the Property, or the use, possession or
occupancy thereof.
MAINTENANCE OF PROPERTY

 .  Seller shall operate the Property in the ordinary course of business,
including, without limitation,
(A) maintaining the present level of insurance with respect to the Property,
(B) not committing waste
of any portion of the Property which could affect the value of the Property in
any material respect,
(C) keeping and maintaining the Property in a state of repair and condition
consistent with the
requirements above, (D) not allowing any Permit or other right currently in
existence with respect
to the operation, use, occupancy or maintenance of the Property to expire, be
canceled or otherwise
terminated without Purchaser's prior written consent and (E) paying or causing
to be paid all debt
services payments, taxes, assessments and other impositions levied or assessed
on the Property or any
part thereof prior to the date on which any such amount would become
delinquent.  Seller shall
provide normal routine maintenance of the Property in accordance with its
current business practices
in order to keep the Property in good operating condition.
ZONING CHANGES

 .  Seller shall not make any applications to change the zoning of the Property
from that in effect as
of the date hereof.
Conditions to Closing.
CONDITIONS TO SELLER'S OBLIGATIONS

 .  The obligation of Seller to sell the Property to Purchaser is subject to
the satisfaction of the
following conditions:
The representations and warranties of Purchaser set forth in Section 5 shall
be true and correct on the date
hereof and as of the Closing Date.
Purchaser shall have performed and complied in all material respects with
every covenant, agreement and
condition required by this Agreement to be performed or complied with by
Purchaser on or before the Closing
Date, including, without limitation, the delivery or tender of all documents
required to be delivered by or on
behalf of Purchaser under this Agreement.
The foregoing conditions are for the sole benefit of Seller and may be waived,
in whole or in part, by Seller in
its sole and absolute discretion.
CONDITIONS TO PURCHASER'S OBLIGATIONS

 .  The obligations of Purchaser to purchase the Property from Seller is
subject to the satisfaction of
the following conditions:
The representations and warranties of Seller set forth in Section 4 shall be
true and correct on the date hereof
and as of the Closing Date.
Seller shall have performed and complied in all material respects with every
covenant, agreement and condition
required by this Agreement to be performed or complied with by Seller on or
before the Closing Date,
including, without limitation, the delivery or tender of all documents
required to be delivered by or on behalf
of Seller under this Agreement.
The foregoing conditions are for the sole benefit of Purchaser and may be
waived, in whole or in part, by
Purchaser in its sole and absolute discretion.
CONDITIONS TO SELLER'S AND PURCHASER'S OBLIGATIONS

 .  The obligations of Seller to sell the Property to Purchaser and Purchaser
to purchase the Property
from Seller are subject to the satisfaction of the following condition:
Purchaser and Seller shall at Closing enter into a net lease of the Property
in the form of Exhibit A attached
hereto and made a part hereof, leasing the Property to Seller for a term of at
least twelve (12) years from the
Closing Date, at an annual net rental of Three Hundred Sixty Thousand
($360,000.00) Dollars per annum, with
ten (10%) percent increases in the fourth (4th), seventh (7th) and tenth
(10th) years of the lease and upon such
other terms as may be agreed to by Purchaser and Seller (the "NET LEASE").
The forgoing condition is for the benefit of both parties and may be waived,
in whole or in part, only by both
parties and not by either of them acting alone.
Closing.
THE CLOSING OF THE PURCHASE AND SALE UNDER THIS AGREEMENT (THE "Closing")
SHALL TAKE PLACE AT
THE OFFICES OF SELLER'S COUNSEL, SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP,
551 FIFTH AVENUE,
NEW YORK, NEW YORK 10176 OR, AT THE WRITTEN REQUEST OF PURCHASER RECEIVED NO
LATER THAN TWO
(2) BUSINESS DAYS PRIOR TO THE CLOSING DATE, PURCHASER'S LENDER'S COUNSEL'S
OFFICES, AT 10:00 A.M.
ON THE DATE WHICH IS TEN (10) BUSINESS DAYS AFTER THE EXPIRATION OF THE
INSPECTION PERIOD (THE
"Closing Date"), PROVIDED THAT IF EITHER PARTY IS UNABLE TO CLOSE ON SUCH
DATE, THE PARTIES HERETO
EXPRESSLY ACKNOWLEDGE AND AGREE THAT A PERIOD OF UP TO (BUT IN NO EVENT IN
EXCESS OF) TEN (10)
DAYS SHALL BE DEEMED A REASONABLE EXTENSION OF THE CLOSING DATE.
ON THE CLOSING DATE:
Purchaser shall pay the Balance of the Purchase Price, subject to adjustment
as provided in this Agreement;

Seller shall execute and deliver to Purchaser a Bargain and Sale Deed With
Covenants Against Grantor's Acts,
containing the covenant required by Section 13 of the Lien Law, in proper
statutory form for recording and in
the form of Exhibit B annexed hereto and made a part hereof;
Seller shall execute and deliver to Purchaser a Bill of Sale in the form of
Exhibit C annexed hereto and made
a part hereof;
Seller and Purchaser shall each execute and deliver the Net Lease and Seller
shall deliver to Purchaser the
security deposit and first month's rent as required under the terms of the Net
Lease;
Seller and Purchaser shall each execute and deliver to the other a certificate
reaffirming the representations and
warranties made by such party in this Agreement as true and correct as of the
Closing Date (or certifying such
representations and warranties are true and correct as of the Closing Date
subject to such changes as may be
specified by the party giving such certificate, provided that except as
otherwise provided in this Agreement,
neither party shall be obligated to close if the other party offers a
certificate specifying changes to any
representations or warranties which result from the breach of any covenant of
such party contained in this
Agreement or which would have a material adverse impact on the other party or
the Property);
Seller shall deliver to Purchaser legal possession of the Property in the
condition required by this Agreement;
Seller and Purchaser shall each execute, acknowledge and deliver to the other
such instruments, and take such
other actions, as the other may reasonably request in order to comply with
Section 6045(e) of the Code, in
connection with the reporting of information in respect of the transactions
contemplated by this Agreement.
Seller's counsel shall be the responsible person with respect to any reporting
requirements;
Seller and Purchaser shall execute and deliver to each other a settlement
statement (the "SETTLEMENT
STATEMENT") setting forth the amounts paid by or on behalf of and/or credited
to each of Purchaser and Seller
pursuant to this Agreement;
Seller and Purchaser shall execute and deliver to each other any transfer tax
or other return required by any
applicable Governmental Authority in connection with the sale of the Property,
and Seller shall deliver at
closing to Purchaser or the Title Company (as hereinafter defined) certified
or official bank checks payable to
the order of the appropriate officers in payment of all applicable transfer
taxes, including, without limitation,
New York State Transfer Tax;
Seller shall execute and deliver to Purchaser an affidavit pursuant to Section
1445 (b)(2) of the Code, stating
that Seller is not a foreign person within the meaning of such provision;
Seller and Purchaser shall cause their respective secretaries or other
appropriate officers to execute and deliver
to each other certificates as to all consents or resolutions authorizing the
transactions contemplated by this
Agreement and certifying as to the authority of any individuals signing on
such party's behalf;
Seller shall execute and deliver such usual and customary affidavits as
Purchaser's title company shall
reasonably require to omit certain standard exceptions relating to mechanic's
liens, parties in possession and
parties having similar names as Seller;
Seller shall deliver copies of resolutions of the board of directors of Seller
authorizing the execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby, certified
as true and correct by the Secretary or Assistant Secretary of Seller;
Purchaser shall deliver copies of resolutions of Purchaser's governing
manager(s) or member(s) authorizing
the execution, delivery and performance of this Agreement and the consummation
of the transactions
contemplated hereby; and
Seller shall deliver to Purchaser any other documents required by this
Agreement to be delivered by Seller and
all other documents reasonably necessary to effectuate the transaction
contemplated by this Agreement.
Defaults; Remedies.
DEFAULT BY PURCHASER

 .  If Purchaser shall default in its obligation to close in accordance with
the terms of this Agreement
and Seller shall then be ready, willing and able to close in accordance with
the terms of this
Agreement, Purchaser acknowledges and agrees that it shall be liable to Seller
for damages incurred
by Seller by reason of such default, and that the amount of such damages to
Seller, while substantial,
would be difficult or impossible to determine with any kind of mathematical
precision.  In such event,
this Agreement shall terminate and Seller will be entitled, as its sole and
exclusive remedy, to receive
the Deposit, along with any interest earned thereon, as liquidated damages,
and thereafter neither
party hereto shall have any further obligation or liability to the other
except for any terms of this
Agreement which specifically survive such termination.  Purchaser hereby
acknowledges and agrees
that the provisions of this Section 10(a) represent an agreed-upon measure of
damages and are not
to be deemed a forfeiture or penalty.
DEFAULT BY SELLER

 .  If Seller shall be in default in the performance of any of Seller's
obligations under this Agreement
or if any of Seller's representations or warranties shall prove to be
materially false or misleading, and
Purchaser shall then be ready, willing and able to close in accordance with
the terms of this
Agreement, Purchaser may elect, as its sole and exclusive remedy, either (x)
to sue Seller for specific
performance, or (y) to terminate this Agreement and receive the Deposit and
any interest accrued
thereon, and reimbursement of Purchaser's cost of title examination (as
defined in Section 12(c)).
Any action brought by Purchaser for specific performance must be commenced
within sixty (60) days
after the Closing Date scheduled pursuant to this Agreement at the time of the
alleged default
hereunder by Seller, time being of the essence with respect to such date, or
Purchaser will be deemed
to have waived Purchaser's right to seek specific performance hereunder and
Purchaser shall be
deemed to have elected to terminate this Agreement as provided in clause (x)
above.
Survival; Indemnification

 .  Except for the provisions of this Agreement which expressly provide to the
contrary, no
representations, warranties, covenants, indemnities, agreements or other
obligations of Seller set
forth in this Agreement shall survive the Closing or earlier termination of
this Agreement, the
same shall merge in the documents and agreements executed and delivered at
Closing and no
action based on, such representations, warranties, covenants, indemnities,
agreements or other
obligations of Seller set forth in this Agreement shall be commenced after the
Closing or earlier
termination of this Agreement.
Title Matters.
SELLER SHALL CONVEY, AND PURCHASER SHALL ACCEPT, GOOD, MARKETABLE AND
INDEFEASIBLE FEE SIMPLE
ABSOLUTE TITLE TO THE PROPERTY, SUCH AS THE TITLE COMPANY IS WILLING TO INSURE
IN ACCORDANCE WITH
A STANDARD FORM OF TITLE INSURANCE POLICY APPROVED BY THE NEW YORK STATE
INSURANCE
DEPARTMENT, SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES AND OTHER EXCEPTIONS
SPECIFICALLY
PROVIDED FOR HEREIN.
PURCHASER HAS CAUSED TO BE FORWARDED TO SELLER'S ATTORNEY A TITLE COMMITMENT
(THE "Title
Commitment") ISSUED BY CONTINENTAL ABSTRACT CORPORATION AS AGENT FOR TICOR
TITLE GUARANTEE
COMPANY (THE "Title Company"), DATED EFFECTIVE OCTOBER 12, 2000, TOGETHER WITH
UPDATES DATED
NOVEMBER 21, 2000 AND DECEMBER 4, 2000, AND PURCHASER AND SELLER AGREE THAT,
AS TO THE TITLE
MATTERS SET FORTH THEREIN, PURCHASER HAS AGREED TO TAKE TITLE SUBJECT ONLY TO
THE PERMITTED
ENCUMBRANCES LISTED ON SCHEDULE 5.  WITHIN TEN (10) BUSINESS DAYS AFTER
PURCHASER'S RECEIPT
OF ANY FURTHER UPDATE OR SUPPLEMENT TO THE TITLE COMMITMENT, PURCHASER SHALL
DELIVER TO
SELLER'S ATTORNEY WRITTEN NOTICE (THE "Objection Notice") SPECIFYING ANY
ITEM(S) IN ANY SUCH
UPDATE OR SUPPLEMENT (OTHER THAN THE PERMITTED ENCUMBRANCES) TO WHICH
PURCHASER OBJECTS
("Objections"). ANY ITEM TO WHICH PURCHASER FAILS TO OBJECT WITHIN SUCH PERIOD
SHALL CONSTITUTE
A PERMITTED ENCUMBRANCE.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
SELLER SHALL BE
OBLIGATED TO SATISFY ANY MORTGAGES, AND SELLER SHALL BE OBLIGATED TO REMOVE
ANY VIOLATIONS AS
AND TO THE EXTENT PROVIDED IN ARTICLE 15 BELOW.
EXCEPT AS PROVIDED IN SECTION 12(D), SELLER SHALL HAVE NO OBLIGATION EITHER TO
(I) BRING ANY
ACTION OR PROCEEDING OR (II) SPEND ANY SUM OR INCUR ANY EXPENSES OR LIABILITY
(CONTINGENT OR
OTHERWISE) TO REMEDY ANY OBJECTIONS.  IF SELLER IS UNABLE TO CONVEY TITLE TO
THE PROPERTY IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, SELLER SHALL SO PROMPTLY
NOTIFY PURCHASER
IN WRITING, AND PURCHASER SHALL HAVE THE RIGHT TO ELECT EITHER (A) TO ACCEPT
SUCH TITLE AS SELLER
IS ABLE TO CONVEY, WITHOUT ANY REDUCTION OF THE PURCHASE PRICE OR ANY CREDIT
OR ALLOWANCE ON
ACCOUNT THEREOF OR ANY OTHER CLAIM AGAINST SELLER, OR (B) TO TERMINATE THIS
AGREEMENT.  IF
PURCHASER ELECTS TO TERMINATE THIS AGREEMENT PURSUANT TO THE PRECEDING CLAUSE
(B), THEN (X) THIS
AGREEMENT SHALL BE NULL, VOID AND OF NO FURTHER FORCE OR EFFECT AND (Y)
PURCHASER SHALL BE
ENTITLED TO A REFUND OF THE DEPOSIT, ALONG WITH ANY INTEREST EARNED THEREON,
AND TO
REIMBURSEMENT OF PURCHASER'S COST OF TITLE EXAMINATION (AS DEFINED HEREIN).
THE TERM "cost of
title examination" IS DEFINED FOR THE PURPOSE OF THIS AGREEMENT AS THE
EXPENSES, IF ANY, ACTUALLY
INCURRED BY PURCHASER FOR (1) TITLE EXAMINATION, SURVEY AND MUNICIPAL
SEARCHES, INCLUDING THE
ISSUANCE OF THE TITLE COMMITMENT AND ANY CONTINUATION THEREOF, WITHOUT
ISSUANCE OF A TITLE
INSURANCE POLICY, AND (2) AN ENVIRONMENTAL INSPECTION OF THE PROPERTY.
PURCHASER SHALL MAKE
ITS ELECTION BETWEEN CLAUSES (A) AND (B) OF THE SECOND SENTENCE OF THIS
SECTION 12(C) BY WRITTEN
NOTICE TO SELLER GIVEN NOT LATER THAN THE FIFTH (5TH) BUSINESS DAY AFTER
NOTICE BY SELLER TO
PURCHASER OF SELLER'S INABILITY OR UNWILLINGNESS TO REMOVE ANY OBJECTION(S).
IF PURCHASER SHALL
FAIL TO GIVE SUCH NOTICE AS AFORESAID, PURCHASER SHALL BE DEEMED TO HAVE
ELECTED CLAUSE (A) ABOVE
AND THE CLOSING SHALL TAKE PLACE ON THE CLOSING DATE, AND SELLER SHALL HAVE NO
OBLIGATION UNDER
THIS AGREEMENT OR THE NET LEASE TO REMEDY ANY SUCH OBJECTIONS.  THE TERMS OF
THIS SECTION
12(C) SHALL SURVIVE THE CLOSING.
NOTWITHSTANDING THE PROVISIONS OF SECTION 12(C), SELLER SHALL BE REQUIRED TO
EXPEND UP TO
TWENTY-FIVE THOUSAND DOLLARS ($25,000) IN THE AGGREGATE (THE "Cure Amount") TO
REMEDY ANY
OBJECTION(S), AND, FOR SUCH PURPOSE, SHALL BE ENTITLED, IN SELLER'S SOLE
DISCRETION, TO ONE OR MORE
ADJOURNMENTS OF THE CLOSING DATE FOR AN AGGREGATE PERIOD NOT TO EXCEED THIRTY
(30) DAYS.  SELLER
SHALL GIVE PURCHASER NO LESS THAN THREE (3) BUSINESS DAYS' PRIOR WRITTEN
NOTICE OF EACH SUCH
ADJOURNMENT. PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND
EFFECT DURING ANY SUCH ADJOURNMENT PERIOD.  IF SELLER SHALL BE UNABLE TO
REMEDY THE
OBJECTION(S) PRIOR TO THE LAST ADJOURNED CLOSING DATE, THE PROVISIONS OF THE
PRECEDING SECTION
12(C) SHALL BE APPLICABLE, PROVIDED, HOWEVER, THAT IF PURCHASER ELECTS TO
CLOSE UNDER SUCH
SECTION 12(C), PURCHASER SHALL BE ENTITLED TO A CREDIT IN THE AMOUNT OF ANY
PORTION OF THE CURE
AMOUNT NOT EXPENDED BY SELLER AND SELLER SHALL HAVE NO FURTHER OBLIGATIONS
UNDER THIS
AGREEMENT OR UNDER THE NET LEASE TO REMEDY ANY SUCH OBJECTION(S).  THE TERMS
OF THIS SECTION
12(D) SHALL SURVIVE THE CLOSING.
AT CLOSING, SELLER MAY, IF SELLER SO ELECTS (I) USE ANY PORTION OF THE BALANCE
TO REMOVE OR
DISCHARGE ANY OBJECTION(S) OR (II) DEPOSIT WITH THE TITLE COMPANY MONIES
(WHICH MAY INCLUDE
A PORTION OF THE PURCHASE PRICE) AND/OR DOCUMENTS REASONABLY SATISFACTORY TO
THE TITLE
COMPANY AND OTHERWISE SUFFICIENT TO CAUSE THE TITLE COMPANY TO EFFECT THE
ISSUANCE OF TITLE
INSURANCE AGAINST THE ENFORCEMENT OR COLLECTION OF ANY OBJECTION AGAINST THE
PROPERTY (OTHER
THAN OBJECTIONS WHICH PURCHASER IS TAKING TITLE SUBJECT TO AS PROVIDED IN THIS
ARTICLE 12). IF
WRITTEN REQUEST IS MADE BY SELLER OR SELLER'S ATTORNEYS WITHIN A REASONABLE
TIME (BUT NOT LESS
THAN THREE (3) BUSINESS DAYS) PRIOR TO THE CLOSING DATE, PURCHASER SHALL, IN
ACCORDANCE WITH
THE PROVISIONS OF ARTICLE 2 HEREOF, WIRE FUNDS TO SEPARATE ACCOUNTS TO
FACILITATE THE REMOVAL AND
DISCHARGE OF ANY OBJECTIONS AND THE DISCHARGE OF SELLER'S OTHER MONETARY
OBLIGATIONS UNDER THIS
AGREEMENT.
Condemnation

 .  If, prior to the Closing Date, all or any Significant Portion (as defined
in this Section 13) of the
Property is taken by eminent domain (or is the subject of a pending taking
which has not yet been
consummated), Seller shall notify Purchaser of such fact promptly after
obtaining knowledge
thereof and either party shall have the right to terminate this Agreement by
giving notice to the
other not later than ten (10) days after the giving of Seller's notice. A
"SIGNIFICANT PORTION" of
the Property shall mean such a portion of the Property as shall have a value
as reasonably
determined by Seller, in excess of Five Hundred Thousand Dollars ($500,000).
If either party
elects to terminate this Agreement as aforesaid, the Agreement shall terminate
on the date of any
such notice of termination (except for those provisions of this Agreement that
survive any
termination of this Agreement) and Escrow Agent shall return the Deposit,
along with any
accrued interest, to Purchaser. If neither party elects to terminate this
Agreement as aforesaid, or
if an "insignificant portion" (i.e., anything other than a Significant
Portion) of the Property is
taken by eminent domain (or becomes the subject of a pending taking), there
shall be no
abatement of the Purchase Price and Seller shall assign to Purchaser (without
recourse) at the
Closing the rights of Seller to the awards, if any, for the taking, and
Purchaser shall be entitled to
receive and keep all awards for the taking of such portion of the Property.
Seller shall not settle
any award for eminent domain without Purchaser's prior written approval.
Casualty.
IF, PRIOR TO THE CLOSING DATE, A MATERIAL CASUALTY (AS DEFINED IN THIS SECTION
14) OF THE PROPERTY
OCCURS, SELLER SHALL NOTIFY PURCHASER OF SUCH FACT PROMPTLY AFTER OBTAINING
KNOWLEDGE THEREOF
AND PURCHASER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY GIVING
WRITTEN NOTICE TO
SELLER. FOR THE PURPOSES HEREOF, "Material Casualty" MEANS A FIRE IN, OR OTHER
CASUALTY TO, THE
PROPERTY, WHICH CAUSES SUCH DAMAGE OR INJURY TO THE PROPERTY SO AS TO (I)
AFFECT THE STRUCTURAL
INTEGRITY OF THE PROPERTY OR (II) PREVENT THE PROPERTY FROM BEING
RECONSTRUCTED AS NOW
CONFIGURED, OR FROM BEING USED AS CURRENTLY USED, BY OPERATION OF THE
APPLICABLE ZONING CODE
OR ANY OTHER APPLICABLE LAW OR (III) HAS A COST OF RESTORATION OR REPAIR IN
EXCESS OF FIVE HUNDRED
THOUSAND DOLLARS ($500,000).  IF PURCHASER ELECTS TO TERMINATE THIS AGREEMENT
AS AFORESAID,
THIS AGREEMENT SHALL TERMINATE ON THE DATE OF ANY SUCH NOTICE OF TERMINATION
(EXCEPT FOR THOSE
PROVISIONS OF THIS AGREEMENT THAT SURVIVE ANY TERMINATION OF THIS AGREEMENT)
AND ESCROW
AGENT SHALL RETURN THE DEPOSIT, ALONG WITH ANY ACCRUED INTEREST, TO PURCHASER.
IF PURCHASER
DOES NOT ELECT TO TERMINATE THIS AGREEMENT AS AFORESAID, OR IF THERE IS DAMAGE
OR DESTRUCTION
BY FIRE OR OTHER CASUALTY WHICH IS NOT A MATERIAL CASUALTY, THERE SHALL BE NO
ABATEMENT OF THE
PURCHASE PRICE AND THE CLOSING SHALL OCCUR IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
SELLER SHALL NOT SETTLE ANY CLAIM FOR INSURANCE PROCEEDS WITHOUT PURCHASER'S
PRIOR WRITTEN
APPROVAL.  IF SELLER IS ENTITLED TO ANY INSURANCE PROCEEDS WHICH ARE PAYABLE
AS A RESULT OF SUCH
FIRE OR OTHER CASUALTY AND ARE PAYABLE IN CONNECTION WITH THE REPAIR OR
RESTORATION OF THE
PROPERTY, SELLER SHALL ENDEAVOR, USING REASONABLY DILIGENT EFFORTS, TO COLLECT
ANY INSURANCE
PROCEEDS PRIOR TO CLOSING, AND SUCH PROCEEDS SHALL BE HELD AND DISBURSED IN
ACCORDANCE WITH
THE TERMS AND CONDITION OF ARTICLE 15 OF THE NET LEASE.
THE PROVISIONS OF THIS SECTION 14 SHALL BE CONSTRUED AS EXPRESS PROVISIONS IN
LIEU OF THE
PROVISIONS OF THE UNIFORM VENDOR AND PURCHASER RISK ACT, WHICH THE PARTIES
AGREE SHALL BE
INAPPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY.
Responsibility for Violations.
EXCEPT AS PROVIDED IN SECTION 15(B) BELOW, ALL NOTES OR NOTICES OF VIOLATIONS
OF LAW OR
GOVERNMENTAL ORDINANCES, ORDERS OR REQUIREMENTS NOTED OR ISSUED BY ANY
GOVERNMENTAL
DEPARTMENT, AGENCY OR BUREAU HAVING JURISDICTION AS TO CONDITIONS AFFECTING
THE PROPERTY
(COLLECTIVELY, "Violations") AND ALL LIENS WHICH HAVE ATTACHED TO THE PROPERTY
PRIOR TO THE
CLOSING PURSUANT TO THE APPLICABLE LAWS, RULES, REGULATIONS OR ORDINANCES OF
ANY GOVERNMENTAL
AUTHORITIES HAVING JURISDICTION OVER THE PROPERTY, SHALL BE REMOVED OR
COMPLIED WITH BY SELLER.
IF THE REASONABLY ESTIMATED AGGREGATE COST TO REMOVE OR COMPLY WITH ANY
VIOLATIONS OR LIENS
(THE "Removal Cost") WHICH SELLER IS REQUIRED TO REMOVE OR COMPLY WITH
PURSUANT TO THE
PROVISIONS OF SECTION 15(A) SHALL EXCEED TWENTY-FIVE THOUSAND DOLLARS
($25,000) (THE
"Maximum Amount"), (I) PURCHASER MAY EITHER CANCEL THIS AGREEMENT, IN WHICH
EVENT (X) THIS
AGREEMENT SHALL BE NULL, VOID AND OF NO FURTHER FORCE OR EFFECT EXCEPT FOR THE
PROVISIONS WHICH
SPECIFICALLY SURVIVE SUCH TERMINATION, AND (Y) PURCHASER SHALL BE ENTITLED TO
A REFUND OF THE
DEPOSIT, ALONG WITH ANY INTEREST EARNED THEREON, AND TO REIMBURSEMENT OF
PURCHASER'S COST OF
TITLE EXAMINATION, OR (II) PURCHASER MAY ACCEPT TITLE TO THE PROPERTY SUBJECT
TO ALL SUCH
VIOLATIONS AND LIENS, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO A CREDIT
IN AN AMOUNT EQUAL
TO THE MAXIMUM AMOUNT AGAINST THE MONIES PAYABLE AT THE CLOSING.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THE REMOVAL COST IS EQUAL TO OR
EXCEEDS ONE
HUNDRED THOUSAND DOLLARS ($100,000), SELLER SHALL HAVE THE RIGHT IN ITS SOLE
DISCRETION TO CANCEL
THIS AGREEMENT, IN WHICH EVENT (X) THIS AGREEMENT SHALL BE NULL, VOID AND OF
NO FURTHER FORCE
OR EFFECT EXCEPT FOR THE PROVISIONS WHICH SPECIFICALLY SURVIVE SUCH
TERMINATION, AND (Y)
PURCHASER SHALL BE ENTITLED TO A REFUND OF THE DEPOSIT, ALONG WITH ANY
INTEREST EARNED THEREON,
AND TO REIMBURSEMENT OF PURCHASER'S COST OF TITLE EXAMINATION. ACCEPTANCE BY
PURCHASER OF
TITLE TO THE PROPERTY SUBJECT TO SUCH VIOLATIONS AND LIENS SHALL IN NO WAY
ABROGATE, REDUCE OR
MODIFY SELLER'S OBLIGATIONS UNDER THE NET LEASE WITH RESPECT TO SUCH
VIOLATIONS, PROVIDED THAT
PURCHASER SHALL PLACE THE REMOVAL COST IN ESCROW WITH WEINBERG, KALEY, GROSS &
PERGAMENT
("Violation Escrow Agent") AT CLOSING, AND VIOLATION ESCROW AGENT SHALL
RELEASE SUCH FUNDS TO
SELLER IN ACCORDANCE WITH THE FOLLOWING TERMS:
Violation Escrow Agent shall invest the Removal Cost in an interest-bearing
account (the "VIOLATION
ESCROW").  Any  interest on the Removal Cost shall be paid to the Seller and
Seller shall pay any income taxes
thereon.
Upon receipt by Violation Escrow Agent of notice from Seller that a Violation
has been cured, together with
written invoices showing the cost of such cure and proof of such cure
reasonably acceptable to Seller, Violation
Escrow Agent shall release to Seller the amount of such cost, together with
the interest that has accrued
thereon.  If the aggregate cost of curing all Violations is less than the
Removal Cost plus interest thereon,
Violation Escrow Agent shall release the entire balance of the Removal Cost
with interest thereon at the time
Violation Escrow Agent releases to Seller the cost to Seller of curing the
last existing Violation.
If Seller makes a written demand upon Violation Escrow Agent for payment of
the funds held in the Violation
Escrow, Violation Escrow Agent shall give written notice to Purchaser of such
demand.  If Violation Escrow
Agent does not receive a written objection to the proposed payment from
Purchaser within five (5) calendar
days after the giving of such notice, Violation Escrow Agent is hereby
authorized to make such payment.  If
Violation Escrow Agent does receive such written objection within such five(5)
calendar day period or if for
any other reason Violation Escrow Agent in good faith shall elect not to make
such payment, Violation Escrow
Agent shall continue to hold such funds until otherwise directed by written
instructions from the parties to this
Agreement or a final order of a court of competent jurisdiction.
Notwithstanding the foregoing, Violation
Escrow Agent shall have the right at any time to deposit the amount in the
Violation Escrow with the Clerk of
the Supreme Court of Suffolk County whereupon Violation Escrow Agent shall
give immediate written notice
of such deposit to Seller and Purchaser.  Upon such deposit, Violation Escrow
Agent shall be fully released
and discharged from any obligations imposed upon it by this Agreement.
The parties acknowledge that Violation Escrow Agent is acting solely as a
stakeholder at their request and for
their convenience, that Violation Escrow Agent shall not be deemed to be the
agent of either of the parties, and
that Violation Escrow Agent shall not be liable to either of the parties for
any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this Agreement or
involving gross negligence.  If this
Agreement or any matter relating hereto shall become the subject of any
litigation or controversy, Purchaser
and Seller agree, jointly and severally, to hold Violation Escrow Agent free
and harmless from any costs,
claims, losses or expenses, including attorneys' fees, that may be incurred by
Violation Escrow Agent by
reason thereof, provided, however, that Purchaser and Seller shall not be
required to indemnify Violation
Escrow Agent from any loss or expense that it may suffer as a result of
actions or omissions taken or suffered
by Violation Escrow Agent in bad faith, in willful disregard of this Agreement
or involving gross negligence
on the part of Violation Escrow Agent.
Violation Escrow Agent shall acknowledge receipt of the Removal Cost if and
when received and agrees to
these provisions by signing in the place indicated on the signature page of
this Agreement.
     The provisions of this Section 15(b) shall survive the Closing

IF REQUIRED, SELLER, UPON WRITTEN REQUEST BY PURCHASER, SHALL PROMPTLY FURNISH
TO PURCHASER
WRITTEN AUTHORIZATIONS TO MAKE ANY NECESSARY SEARCHES FOR THE PURPOSES OF
DETERMINING
WHETHER VIOLATIONS HAVE BEEN NOTED OR ISSUED WITH RESPECT TO THE PROPERTY OR
LIENS HAVE
ATTACHED THERETO.
Governing Law

 .  This Agreement shall be governed by and construed in accordance with the
laws of the State of
New York, without giving effect to principles of conflicts of law.  The
parties consent to the
jurisdiction of the State and Federal courts located in the State of New York
in any action or
proceeding arising out of this Agreement.
Brokers

 .  Each party hereto represents and warrants to the other that it has dealt
with Corporate National
Realty ("BROKER") in connection with the sale and purchase of the Property,
and each party
hereby indemnifies and agrees to defend and hold the other harmless from and
against any claims,
losses, or expenses (including, without limitation, reasonable attorneys'
fees) suffered and
incurred by the other as a result of the inaccuracy of such representation and
warranty. Seller
agrees to pay a brokerage commission to Broker pursuant to the terms of a
separate agreement.
The provisions of this Section 17 shall survive the Closing or the earlier
termination of this
Agreement.
Notices

 .  All notices required or permitted to be given hereunder shall be in writing
and deemed given
when delivered by hand or by recognized overnight courier that provides
receipt of delivery to the
parties at their respective addresses shown in this Agreement, or transmitted
by telecopier to their
respective telecopier numbers as shown in this Agreement (with a copy of any
telecopied notice to
be sent by hand or by overnight courier within one (1) Business Day
thereafter). Notices shall be
deemed given upon 5 days after or upon refusal of a party to accept delivery
of such notice. A
copy of each notice to Seller shall simultaneously be sent to Squadron,
Ellenoff, Plesent &
Sheinfeld, LLP, 551 Fifth Avenue, New York, New York 10176 (Telecopy No. 212-
697-6686),
Attn: Michael Kleinerman, Esq., by the same method as such notice was sent to
Seller.  A copy of
each notice to Purchaser shall simultaneously be sent to Weinberg, Kaley,
Gross & Pergament,
L.L.P., 400 Garden City Plaza, Garden City, New York 11530 (Telecopy No. 516-
877-2460),
Attn: Howard Gross, Esq., by the same method as such notice was sent to
Purchaser. Each
party's attorney may give any notice hereunder for its client.  Each party and
their respective
attorneys shall have the right to change its address and/or telecopy number
for the receipt of
notices, upon the giving of proper notice to all other parties in accordance
with the terms of this
Section 18.  "BUSINESS DAY" shall mean any day other than a Saturday, Sunday
or legal holiday
on which banks in New York, New York are authorized or obligated, by law,
governmental
decree or executive order, to be closed.
Miscellaneous.
ATTORNEYS' FEES

 .  If any action is brought by either party against the other in connection
with or arising out of this
Agreement or any of the documents and instruments delivered in connection with
the transactions
contemplated hereby, the prevailing party shall be entitled to recover from
the other party reasonable
attorneys' fees and expenses incurred in connection with the prosecution of
defense of such action.
WAIVER

 .  No waiver by either party of the other party's breach of any term, covenant
or condition contained
in this Agreement shall be deemed to be a waiver of any subsequent breach of
the same or any other
term, covenant or condition of this Agreement. In addition, no waiver by
either party of any condition
prior to Closing is enforceable unless in writing.
SEVERABILITY

 .  Each part of this Agreement is intended to be severable. If any term,
covenant, condition or
provision of this Agreement is unlawful, invalid or unenforceable, such
illegality, invalidity or
unenforceability shall not affect the remaining provisions of this Agreement,
which shall remain in full
force and effect and shall be binding upon the parties.
ASSIGNMENTS; BINDING EFFECT

 .  Purchaser may assign its rights under this Agreement at any time without
Seller's consent.
Notwithstanding any assignment by Purchaser of its rights and obligations
under this Agreement,
Purchaser shall remain liable under this Agreement, and all documents executed
by Purchaser prior
to such assignment in connection herewith.  This Agreement shall inure to the
benefit of and be
binding upon the respective successors and assigns of the parties. The
provisions of this Section 19(d)
shall survive the Closing.
ENTIRE AGREEMENT

 .  This Agreement, including any agreements, attachments, exhibits and
schedules referred to herein
and attached hereto, constitutes the entire agreement between the parties
pertaining to the subject
matter hereof and supersedes any and all prior agreements, representations and
understanding of the
parties, written or oral.
AMENDMENT

 .  This Agreement may only be modified or amended by a written instrument duly
executed by
authorized representatives of the parties.
PARTIES IN INTEREST

 .  Nothing in this Agreement, express or implied, is intended to confer any
rights or remedies under
or by reason of this Agreement on any person or entity other than Seller and
Purchaser and their
respective permitted successors and assigns, nor is anything in this Agreement
intended to relieve or
discharge any obligation of any third party, or give any third party any right
to subrogation or action
over or against any party to this Agreement. This Agreement is not intended
for any person or entity
other than Purchaser and Seller, and no other person or entity may rely on any
matter discussed or
referred to herein.
COUNTERPARTS

 .  This Agreement may be executed in any number of counterparts, each of which
shall be deemed
an original and all of which together shall constitute one and the same
instrument.
CONSTRUCTION

 . Unless otherwise specified or required by the context of this Agreement, the
following rules of
construction shall be applicable for all purposes of this Agreement:
All references herein to numbered sections, subsections, schedules or exhibits
are references to the sections and
subsections hereof and the schedules or exhibits attached hereto.
Singular words include the plural and plural words include the singular. Words
importing any gender include
the other gender and the neuter.
Section, subsection, schedule and exhibit captions and any table of contents
are used for convenience and
reference only and in no way define, limit or affect the construction of the
provisions hereof.
RECORDING

 .  Neither this Agreement nor any memorandum or notice hereof may be recorded
or filed by
Purchaser or Seller at any time.
FURTHER ASSURANCES

 .  Purchaser and Seller shall execute, acknowledge and deliver to the other
such additional documents
or instruments reasonably requested by the requesting party in order to
consummate or evidence the
transactions contemplated by this Agreement, but in no event shall either
party be required to execute,
acknowledge or deliver any additional document or instrument if same requires
such party to expend
any monies or incur any potential liabilities.  The provisions of this Section
19(k) shall survive the
Closing.
Confidentiality.
PURCHASER AND SELLER SHALL HOLD THIS AGREEMENT AND THE TERMS HEREOF AND THE
CONFIDENTIAL
DOCUMENTS (AS HEREINAFTER DEFINED) AND IN CONNECTION THEREWITH PURCHASER AND
SELLER SHALL NOT
SHOW THIS AGREEMENT OR THE CONFIDENTIAL DOCUMENTS (OR ANY SUMMARY OF THE TERMS
HEREOF OR
THEREOF) TO ANY THIRD PARTY OTHER THAN AS SET FORTH BELOW. THIS AGREEMENT AND
THE TERMS HEREOF
AND THE CONFIDENTIAL DOCUMENTS (AND ANY SUMMARY OF THE TERMS HEREOF OR
THEREOF) COLLECTIVELY,
THE "Confidential Information".
PURCHASER AND SELLER MAY MAKE THE CONFIDENTIAL INFORMATION AVAILABLE TO THEIR
RESPECTIVE
EMPLOYEES, OFFICERS AND PRINCIPALS AND THOSE RELATED PARTIES AND THEIR
RESPECTIVE EMPLOYEES,
OFFICERS AND PRINCIPALS WHO, WITH RESPECT TO PURCHASER, IN PURCHASER'S SOLE
JUDGMENT AND, WITH
RESPECT TO SELLER, IN SELLER'S SOLE JUDGMENT, NEED TO KNOW SUCH INFORMATION
FOR THE PURPOSE OF
EVALUATING THE TRANSACTIONS CONTEMPLATED HEREBY.  IF PURCHASER OR SELLER DO
MAKE THE
CONFIDENTIAL INFORMATION AVAILABLE TO ANY RELATED PARTY (AS HEREINAFTER
DEFINED), THEN
PURCHASER OR SELLER, AS THE CASE MAY BE, SHALL INFORM SUCH RELATED PARTY OF
THE CONFIDENTIAL
NATURE OF SUCH CONFIDENTIAL INFORMATION AND SHALL DIRECT SUCH RELATED PARTY TO
KEEP SUCH
CONFIDENTIAL INFORMATION STRICTLY CONFIDENTIAL IN ACCORDANCE WITH THIS
AGREEMENT. PURCHASER
OR SELLER, AS THE CASE MAY BE, SHALL BE RESPONSIBLE FOR ANY VIOLATION OF THIS
PROVISION BY THEIR
RESPECTIVE RELATED PARTIES BUT NOT FOR PUNITIVE OR CONSEQUENTIAL DAMAGES. IN
ADDITION,
PURCHASER OR SELLER, AS THE CASE MAY BE, SHALL BE ENTITLED TO DISCLOSE ANY
CONFIDENTIAL
INFORMATION WHICH (I) WAS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER
THAN AS A RESULT
OF DISCLOSURE BY THE OTHER PARTY OR ANY OF ITS EMPLOYEES, AGENTS,
REPRESENTATIVES OR CONSULTANTS
TO THE PUBLIC OR TO ANY THIRD PARTY IN VIOLATION OF THIS AGREEMENT; (II)
BECOMES AVAILABLE TO
PURCHASER OR SELLER, AS THE CASE MAY BE, FROM A SOURCE OTHER THAN THE OTHER
PARTY OR ITS
REPRESENTATIVES, PROVIDED THAT PURCHASER OR SELLER, AS THE CASE MAY BE, HAS NO
REASON TO BELIEVE
(IN ITS REASONABLE JUDGMENT) THAT SUCH SOURCE IS ITSELF BOUND BY ANY
NONDISCLOSURE OBLIGATION
IN FAVOR OF THE OTHER PARTY; (III) WAS RIGHTFULLY IN THE POSSESSION OF
PURCHASER OR SELLER, AS THE
CASE MAY BE, PRIOR TO ITS RECEIPT FROM THE OTHER PARTY OR ITS REPRESENTATIVES;
OR (IV) PURCHASER
OR SELLER, AS THE CASE MAY BE, IS REQUIRED TO DISCLOSE BY LAW OR BY COURT OR
GOVERNMENTAL
AGENCY OF COMPETENT JURISDICTION, PROVIDED, TO THE EXTENT PRACTICABLE,
PURCHASER OR SELLER, AS
THE CASE MAY BE, SHALL PROVIDE THE OTHER PARTY WITH REASONABLE PRIOR WRITTEN
NOTICE OF SUCH
DISCLOSURE OBLIGATION.
NO PRESS RELEASE OR PUBLICITY NOTICE OR ANNOUNCEMENT OF THE TERMS OF THIS
AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE MADE BY SELLER WITHOUT THE CONSENT
OF PURCHASER.
SELLER SHALL FURNISH TO PURCHASER ADVANCE COPIES OF ANY RELEASE OR OTHER
PUBLICITY NOTICE OR
ANNOUNCEMENT WHICH IT PROPOSES TO MAKE PUBLIC WITH RESPECT TO THIS AGREEMENT
AND/OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
FOR PURPOSES OF THIS AGREEMENT, (X) THE TERM "Confidential Documents" SHALL
MEAN ANY
INFORMATION, BROCHURES, DOCUMENTS OR OTHER MATERIALS PERTAINING TO SELLER
AND/OR THE PROPERTY
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE BY SELLER TO PURCHASER OR
ANY RELATED
PARTY AND (Y) THE TERM "Related Parties" SHALL MEAN, COLLECTIVELY, (I) ANY
AFFILIATE OF PURCHASER
OR SELLER AND (II) ANY OF PURCHASER'S OR SELLER'S ATTORNEYS, APPRAISERS,
ACCOUNTANTS, PROSPECTIVE
LENDERS, ENGINEERS, ARCHITECTS, AGENTS, CONSULTANTS, CONTRACTORS OR ADVISORS.
Tax Certiorari Proceedings

 .  If any tax reduction proceedings in respect of the Property, relating to
any fiscal years ending
prior to or during the fiscal year in which the Closing occurs, are pending at
the time of the
Closing, Seller shall have the right to continue to prosecute and/or settle
the same in Seller's sole
discretion; provided, however, that with respect to any proceedings in respect
of fiscal year in
which the Closing occurs or any proceedings the outcome of which will affect
the taxes due on
the Property for any fiscal year after the fiscal year in which the Closing
occurs, Seller may
prosecute, but shall not settle, the same without Purchaser's prior written
consent, not to be
unreasonably withheld or delayed.  Any tax refund received by Seller or
Purchaser with respect to
any fiscal years ending prior to the fiscal year in which the Closing occurs
shall be and belong to
Seller, provided that the tax refund received with respect to the year in
which the Closing occurs
may be apportioned to the extent provided in the Net Lease.  The provisions of
this Section 21
shall survive the Closing.


          IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date and year first above written.
                                   ORBIT INTERNATIONAL CORP.
                                   By:
                                        Name:
                                        Title:

                            Tax ID No. _____________
                                   80 CABOT REALTY LLC
                                   By:____________________
                                     Its __________________
                                        By:
                                             Name:
                                             Title:

                                  Tax ID No. ______________
 RECEIPT BY ESCROW AGENT
 The undersigned Escrow Agent hereby acknowledges receipt of $150,000, to be
held in escrow pursuant to
Section 2(c).
 SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
 By:


 ACKNOWLEDGMENT BY ESCROW AGENT
 The undersigned Violation Escrow Agent hereby agrees to and accepts the
provisions of Section 15(b)(i)-(v)

 WEINBERG, KALEY, GROSS & PERGAMENT


 By:________________________________________
 LIST OF EXHIBITS

<TABLE>
<S>            <C>
Exhibit A      Net Lease

Exhibit B      Bargain and Sale Deed With
               Covenants

Exhibit C      Bill of Sale


</TABLE>

 LIST OF SCHEDULES

<TABLE>
<S>            <C>
Schedule 1     Land

Schedule 2     Litigation

Schedule 3     Violations

Schedule 4     Service Contracts

Schedule 5     Permitted Encumbrances


</TABLE>





342684 v.8 [7CF008!.WPD]


                              EXHIBIT C
                             BILL OF SALE

          KNOW ALL PERSONS BY THESE PRESENTS that, as of this      day of
____________, 2001, for and in consideration of One Dollar ($1.00) paid by 80
CABOT REALTY
LLC, a New York limited liability company having an address at 2545 Hempstead
Turnpike, East
Meadow, New York 11554 ("PURCHASER"), to ORBIT INTERNATIONAL CORP., a Delaware
corporation having an address at 80 Cabot Court, Hauppauge, New York 11788
("SELLER"), and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller
does hereby sell, assign, transfer, set over and deliver to Purchaser all of
Seller's right, title and
interest, if any, in and to any and all heating, lighting, electrical,
plumbing, air conditioning, sprinkler
and other fire prevention systems, motors, machinery, pipes and appliances
(collectively, the
"PERSONALTY") contained in, attached or appurtenant to or used or useable in
connection with the
improvements located on those certain parcels of real property located at 80
Cabot Court,
Hauppauge, Town of Smithtown, New York 11788, as more particularly described
on Exhibit A
attached hereto and made a part hereof.
          TO HAVE AND TO HOLD the Personalty unto Purchaser, and Purchaser's
successors and assigns, forever.
          The Personalty is sold, assigned, transferred and delivered to
Purchaser in its "as is"
condition as of the date hereof and without representation, warranty or
recourse whatsoever, other
than Seller's representation and warranty as to title to such Personalty.
          This Assignment may be executed in counterparts, it being understood
that all such
counterparts, taken together, shall constitute one and the same agreement.
This Assignment may be
executed by facsimile, which shall have the same force and effect as an
original.
          IN WITNESS WHEREOF, Seller has signed this Bill of Sale as of the
date first
written above.
                         SELLER:
                         ORBIT INTERNATIONAL CORP.


                         By:

                               Name:
                               Title:
                              SCHEDULE 2

     C.E.C Investments Ltd. v. Orbit International Corp.

                              SCHEDULE 3
     None.

                              SCHEDULE 4
                          SERVICE CONTRACTS

     1.   Cleaning service
     2.   Snow removal

                              SCHEDULE 5
                        PERMITTED ENCUMBRANCES
1.   Covenants and Restrictions in Liber 9046 Page 382.
2.   Telephone Easement in Liber 8940 Page 508 and Liber 9247 Page 378.
3.   Electric and Gas Easement in Liber 9123 Page 396.
4.   Water Easement in Liber 8981 Page 216.
5.   Sewer Easement in Liber 8326 Page 347 amended 8499 Page 488 and Liber
8972 Page 343.
6.   Easement and Bill of Sale in Liber 9319 Page 13





Exhibit 10(m)       Lease Agreement between the Company and 80 Cabot Realty LLC
          dated February 26, 2001.




                          N E T   L E A S E




                               between

                         80 CABOT REALTY LLC,

                               Landlord

                                 and

                      ORBIT INTERNATIONAL CORP.,

                                Tenant

                              Premises:

                           80 Cabot Court,
                             Hauppauge,
                         Town of Smithtown,
                               New York






                          TABLE OF CONTENTS


Article 1Demised Premises; Term of Lease; Possession . . . . . . . . .

Article 2Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 3Payment of Taxes, Assessments, Etc. . . . . . . . . . . . . .

Article 4Surrender . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 5Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 6Landlord's Right to Perform Tenant's Covenants. . . . . . . .

Article 7Repairs, Maintenance and Condition of the Demised Premises. .

Article 8Compliance with Laws. . . . . . . . . . . . . . . . . . . . .

Article 9Changes, Alterations, Additions . . . . . . . . . . . . . . .

Article 10Discharge of Liens . . . . . . . . . . . . . . . . . . . . .

Article 11No Waste . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 12Use of Demised Premises. . . . . . . . . . . . . . . . . . .

Article 13Entry on Demised Premises by Landlord. . . . . . . . . . . .

Article 14Indemnification of Landlord and Tenant . . . . . . . . . . .

Article 15Damage or Destruction. . . . . . . . . . . . . . . . . . . .

Article 16Condemnation . . . . . . . . . . . . . . . . . . . . . . . .

Article 17Intentionally Omitted. . . . . . . . . . . . . . . . . . . .

Article 18Assignments, Mortgages and Subleases of Tenant's Interest. .

Article 19Conditional Limitations--default Provisions. . . . . . . . .

Article 20Security Deposit . . . . . . . . . . . . . . . . . . . . . .

Article 21Condition of Demised Premises. . . . . . . . . . . . . . . .

Article 22Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 23Holdover . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 24Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . .

Article 25Excavation and Shoring . . . . . . . . . . . . . . . . . . .

Article 26No Rent Abatement. . . . . . . . . . . . . . . . . . . . . .

Article 27Waiver of Claims . . . . . . . . . . . . . . . . . . . . . .

Article 28Estoppel Certificates. . . . . . . . . . . . . . . . . . . .

Article 29Subordination, Non-disturbance and Attornment. . . . . . . .

Article 30Waiver of Jury Trial and Counterclaims . . . . . . . . . . .

Article 31Definition of Certain Terms. . . . . . . . . . . . . . . . .

Article 32Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 33Consent of Landlord. . . . . . . . . . . . . . . . . . . . .

Article 34Payments under Protest . . . . . . . . . . . . . . . . . . .

Article 35Governing Law. . . . . . . . . . . . . . . . . . . . . . . .

Article 36No Oral Modification . . . . . . . . . . . . . . . . . . . .

Article 37Covenants to Bind and Benefit Respective Parties . . . . . .

Article 38Captions, Table of Contents and Invalidity of Particular Provisions

Article 39Construction of this Lease . . . . . . . . . . . . . . . . .

Article 40Extension of Term. . . . . . . . . . . . . . . . . . . . . .




                              NET LEASE

     THIS NET LEASE is made as of this __ day of ________, 2001 between 80 CABOT
REALTY LLC, a New York limited liability company having its principal place of
business at 2545
Hempstead Turnpike, East Meadow, New York 11554 ("LANDLORD") and ORBIT
INTERNATIONAL CORP., a Delaware corporation having its principal place of
business at 80
Cabot Court, Hauppauge, New York 11788 ("TENANT").

     This Lease is granted and accepted upon the foregoing and upon the
following covenants and
conditions, and subject to the following restrictions, and each of the parties
hereby expressly
covenants and agrees to keep, perform and observe all the terms, covenants and
conditions herein
contained on its part to be kept, performed and observed.


                              ARTICLE 1
             DEMISED PREMISES; TERM OF LEASE; POSSESSION

     SECTION 1.1    Landlord hereby demises and leases to Tenant, and Tenant
hereby hires
and takes from Landlord, the following described premises (the "DEMISED
PREMISES"): all that certain
plot, piece or parcel of land known by the street number 80 Cabot Court,
Hauppauge, New York,
lying and being in the unincorporated area of Hauppauge, Town of Smithtown,
Suffolk County, State
of New York, as more particularly bounded and described on Exhibit A annexed
hereto and made a
part hereof (the "LAND"), together with all of the buildings and improvements
constructed or to be
constructed thereon (the "IMPROVEMENTS"), and together with all the right,
title and interest, if any,
of Landlord in and to any strips and gores of land adjoining the Demised
Premises on any side
thereof; any land lying in the bed of any street or avenue abutting the
Demised Premises to the center
line thereof; any easements or other rights in adjoining property inuring to
Landlord by reason of
ownership of the Demised Premises; and all fixtures, equipment, furnishings
and articles of personal
property and any replacements thereof, attached to or used in connection with
the use, occupation
and operation of the Demised Premises and all alterations, additions and
improvements hereafter
made to the Demised Premises, title to which may vest in Landlord.

SUBJECT, however, to the following (the "PERMITTED ENCUMBRANCES"):

     (a)  All of the easements, covenants restrictions and other matters of
record, to the extent
that the same are in full force and effect, listed on Schedule B attached
hereto and made a part hereof,
and all other matters to which the Demised Premises were subject upon the date
of conveyance of
title thereto from Tenant to Landlord; and

     (b)  Present and future zoning laws, ordinances, resolutions and
regulations of the Town
of Smithtown and all present and future ordinances, laws, regulations and
orders of all boards,
bureaus, commissions and bodies of any municipal, county, state or federal
sovereigns now or
hereafter having or acquiring jurisdiction of the Demised Premises and the use
and improvement
thereof.

     SECTION 1.2    The term of this Lease (the "TERM") shall begin on the
date that
Landlord obtains fee title to the Demised Premises (the "COMMENCEMENT DATE")
and shall end the
last day of the calendar month in which shall occur the twelfth (12th)
anniversary of the
Commencement Date (the "FIXED EXPIRATION DATE"), unless sooner terminated or
extended as
provided herein (in either case, the "EXPIRATION DATE").  On the Commencement
Date, Landlord and
Tenant shall execute a written agreement confirming such date as the
Commencement Date.  Any
failure of the parties to execute such written agreement shall not affect the
validity of the
Commencement Date as fixed and determined as aforesaid.

                              ARTICLE 2
                                 RENT

     SECTION 2.1    A.  Tenant shall pay to Landlord, in lawful money of the
United States
which shall be legal tender for payment of all debts, public and private, at
the time of payment, in the
manner and at the address specified in this Article 2, during the Term an
annual rent (the "NET
RENT"), over and above the other payments to be made hereunder by Tenant, as
follows:

          (i)  From the Commencement Date through and including the last day
of the
     calendar month in which shall occur the third anniversary of the
Commencement Date, at the
     rate of $360,000.00, in equal monthly installments of $30,000.00;

          (ii) From the first day of the calendar month immediately following
the last day
     of the calendar month in which such third anniversary occurred through
and including the last
     day of the calendar month in which shall occur the sixth anniversary of
the Commencement
     Date, at the rate of $396,000.00, in equal monthly installments of
$33,000.00;

          (iii)     From the first day of the calendar month immediately
following the last day
     of the calendar month in which such sixth anniversary occurred through
and including the last
     day of the calendar month in which shall occur the ninth anniversary of
the Commencement
     Date at the rate of $435,600.00, in equal monthly installments of
$36,300.00; and

          (iv) From the first day of the calendar month immediately following
the last day
     of the calendar month in which such ninth anniversary occurred, through
and including the
     last day of the Term, at the annual rate of $479,160.00, in equal monthly
installments of
     $39,930.00.

          B.   Such Net Rent shall be paid, without notice or demand, and
without set-off,
offset, credit, abatement or deduction of any kind whatsoever, in advance on
the first day of each and
every month of the Term.

          C.   All Net Rent and all other sums due from Tenant to Landlord
under this Lease
(collectively, "RENT") shall be payable, at Tenant's election, either by (a)
wire transfer of funds to an
account designated by Landlord from time to time or (b) a check drawn on a
bank which is a member
of the New York Clearinghouse Association or a successor thereto.  Until
Tenant shall have been
given notice otherwise by Landlord, Tenant shall pay Rent by check to Landlord
at its address set
forth in Article 22.

     SECTION 2.2    If the Term hereof shall commence on any day other than
the first day
of a calendar month, Tenant shall pay Landlord on the Commencement Date
proportionate amount
of Net Rent due for the balance of such current month.

     SECTION 2.3    It is the purpose and intent of Landlord and Tenant that
this is a net
lease which shall yield to Landlord the Net Rent specified in Section 2.01.A
hereof in each year
during the Term of this Lease and that all costs, expenses and obligations of
every kind and nature
whatsoever relating to the maintenance, operation and repair (including
without limitation, any capital
improvements with respect thereto) of the Demised Premises which may arise or
become due during
or out of the Term of this Lease shall be paid by Tenant except as herein
otherwise specifically
provided; provided, however, that nothing herein contained shall be construed
to require Tenant to
pay (i) the principal of, or interest on, or any other payments with respect
to any indebtedness secured
by any mortgage which may now or hereafter affect the Land, the Improvements
or any superior lease
and the leasehold interest created thereby, and all renewals, extensions,
supplements, amendments,
modifications, consolidations and replacements thereof or thereto,
substitutions therefor, and
advances made thereunder (each, a "FEE MORTGAGE"), any rent on any underlying
lease, or any other
indebtedness of Landlord of any kind, or (ii) any tax, fee or other amount not
payable by Tenant
pursuant to Section 3.02 hereof, all of which amounts shall be payable by
Landlord.

     SECTION 2.4    A.   All Impositions (as hereinafter defined) and other
sums payable
by Tenant pursuant to the terms of this Lease (collectively, the "ADDITIONAL
RENT") shall constitute
additional rent and shall be due and payable under this Lease at the time and
in the manner herein
provided for the payment of Net Rent, and in the event of nonpayment of same
by Tenant Landlord
shall have all rights and remedies with respect thereto as Landlord has
hereunder for the nonpayment
of the Net Rent.  The extension of time for payment of any installment of
Rent, or the acceptance by
Landlord of any money other than current legal tender of the United States of
America, shall not be
deemed a waiver of the rights of Landlord to insist upon having all other
payments of Rent made in
the manner and at the time herein specified.
          B.   In the event Tenant shall fail to pay in good funds any
installment of Rent on
or before the tenth (10th) day after same is due, in order to partially defray
Landlord's administrative
expenses resulting therefrom, which Tenant acknowledges shall be difficult to
measure, Tenant shall
pay to Landlord a late charge of three (3%) percent of the amount then due.
This late charge shall
be deemed Additional Rent and shall, at Landlord's option, be added to the
Rent for the month in
which the Rent shall be due. The demand for and collection of the aforesaid
late charges shall in no
way be construed as a waiver of any and all remedies that Landlord may have,
either by summary
proceedings or otherwise, as a result of an Event of Default in payment of
Rent.
          C.   In the event any check delivered by Tenant to Landlord shall be
dishonored
for any reason when presented for payment, in addition to any other charges
for which Tenant may
be liable under this Lease on account of the non-payment of the item of Rent
for which the check was
delivered, Tenant shall pay to Landlord Fifty Dollars ($50.00) on each
occasion a check shall be
dishonored. This charge shall be deemed Additional Rent and shall, at
Landlord's option, be added
to the Rent for the month in which the Rent shall be due. The demand for and
collection of the
aforesaid charges shall in no way be construed as a waiver of any and all
remedies that Landlord may
have, either by summary proceedings or otherwise, as a result of an Event of
Default in payment of
Rent.
          D.   No payment by Tenant or receipt by Landlord of a lesser amount
than the Rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated Rent, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as
Rent be deemed an accord and satisfaction, and Landlord may accept such check
or payment without
prejudice to Landlord's right to recover the balance of such Rent or pursue
any other remedy in this
Lease.

                              ARTICLE 3
                 PAYMENT OF TAXES, ASSESSMENTS, ETC.

     SECTION 3.1    A.   Tenant shall pay or cause to be paid (except as set
forth in
Section 3.02 hereof), before any fine, penalty, interest or cost may be added
thereto for the non-
payment thereof, all taxes, assessments, water and sewer rents, rates and
charges, vault license fees
or rentals, levies, license and permit fees and other governmental charges,
general and special,
ordinary and extraordinary, foreseen and unforeseen, of any kind and nature
whatsoever which at any
time during Tenant's ownership of the Demised Premises prior to the date of
this Lease or during the
Term of this Lease may be assessed, levied, imposed upon or become due and
payable out of, or
become a lien upon, the Demised Premises or any part thereof or appurtenance
thereto (collectively,
the "IMPOSITIONS", and individually, an "IMPOSITION"). If, by law, any
Imposition may be paid in
installments, Tenant may pay the same in the minimum installments permitted by
the applicable
governmental entity.  Tenant shall pay only such installments as shall become
due during Tenant's
ownership of the Demised Premises prior to the date of this Lease or during
the Term of this Lease.
All Impositions for the fiscal or tax years in which the Term of this Lease
ends shall be apportioned
so that Tenant shall pay only the portion thereof which corresponds with the
portion of said year as
is within the Term.

          B.   Notwithstanding Section 3.01.A, following an Event of Default
hereunder, or
in the event any trustee, mortgagee or holder of any Fee Mortgage (each, a
"FEE MORTGAGEE") shall
require the following, then following receipt by Tenant from Landlord of
notice to such effect, Tenant
shall pay to Landlord, with each monthly installment of Net Rent, commencing
with the next monthly
installment of Net Rent coming due after said notice is received, a sum equal
to one-twelfth (1/12th)
of the annual amount of each Imposition next coming due as determined by
Landlord, which such
sums shall be adjusted by Landlord periodically to reflect actual increases or
decreases in such
Impositions next coming due, so that on the next date on which any installment
of such Imposition
shall be due by Landlord to the appropriate taxing authority, Landlord shall
have previously collected
from Tenant sufficient sums on account of such Imposition to enable Landlord
to pay as and when
same is due. If the actual amount of an Imposition is unknown, then Landlord
may estimate the
amount of the monthly installment on account of such Imposition based upon the
amount of the
Imposition assessed for the immediately preceding period (but in no event
shall Landlord's estimate
exceed one hundred ten percent (110%) of the amount of the previous
Imposition) and, upon
discovering the actual amount of such Imposition, Landlord shall make
appropriate adjustments to
the amount of such monthly installments.  If at any time Landlord shall
determine that the amount
collected or estimated to be collected from Tenant on account of the next
installment of a Imposition
shall be deficient, then Tenant shall deposit with Landlord within ten (10)
days of demand therefore,
the amount of such deficiency. If at any time Landlord shall determine that
the amount collected or
estimated to be collected from Tenant on account of the Impositions next
coming due is in excess of
the amount actually due, Landlord shall apply the excess to the next monthly
installment of
Impositions coming due.
          C.   Tenant shall be responsible for and shall pay, before
delinquency, all municipal,
county, state and federal taxes assessed during the term of this Lease against
any personal property
of any kind owned by or placed in, upon or about the Demised Premises by
Tenant.
     SECTION 3.2    Nothing herein contained shall require Tenant to pay any
of the
following (and the following shall not be deemed included within the term
"Imposition"): municipal,
state or federal income taxes, capital levy, gift, estate, succession or
inheritance taxes of Landlord,
corporate profit or franchise taxes imposed upon any corporate owner of the
fee of the Demised
Premises, income, profit, or revenue taxes, assessments or charges imposed
upon the Rent payable
by Tenant under this Lease, or transfer taxes imposed upon Landlord by reason
of transfer of any
interest of landlord in the Demised Premises (excluding only any transfer
taxes imposed upon
Landlord by reason of the execution and delivery of this Lease).
Notwithstanding the foregoing, if
at any time during the Term of this Lease the methods of taxation prevailing
at the commencement
of the Term hereof shall be altered so that in lieu of, in addition to or as a
substitute for the whole or
any part of the Impositions payable upon the date hereof, there shall be
levied, assessed or imposed
a tax, assessment, levy, imposition or charge, wholly or partially as a
capital levy or otherwise, on the
Rents received therefrom, or measured by or based in whole or in part upon the
Demised Premises
and imposed upon Landlord, then all such taxes, assessments, levies,
impositions or charges or the
part thereof so measured or based, computed as if the Demised Premises was
Landlord's only
property, shall be deemed to be included within the term "Impositions".
Tenant shall, in addition to
the foregoing, pay any new tax of a nature not presently in effect but which
may be hereafter levied,
assessed, or imposed upon Landlord or the Demised Premises, if such tax shall
be based on or arise
out of the ownership, use or operation of the Demised Premises.  For the
purpose of computing
Tenant's liability for such type of tax, the Demised Premises shall be deemed
the only property of
Landlord.

     SECTION 3.3    Tenant shall furnish to Landlord and, upon request of
Landlord, to any
Fee Mortgagee, no later than the date when any Imposition would become
delinquent, official receipts
of the appropriate taxing authority or other evidence satisfactory to Landlord
or such Fee Mortgagee,
evidencing the payment thereof.

     SECTION 3.4    A.   Tenant may, subject to Section 3.05, seek a reduction
in the
valuation of the Demised Premises for tax purposes and may contest in good
faith by appropriate
proceedings, at Tenant's expense, the amount or validity in whole or in part
of any Imposition for any
tax year during or prior to the Term of this Lease, and may defer payment
thereof during such contest
(except that Tenant shall not defer payment of real estate taxes and
assessments and sewer rents),
provided that (i) Tenant is diligently and in good faith contesting such
Imposition by appropriate legal
proceedings which shall operate to prevent the enforcement or collection of
the same or the sale of
the Demised Premises or any part thereof to satisfy such Impositions, (ii)
Landlord would not be, by
reason of such postponement or deferment, subject to any actual or threatened
criminal sanctions or
penalties or personal liability, as Landlord shall determine in its reasonable
judgment, and (iii) no Fee
Mortgage would by reason of such postponement or deferment be, in the
reasonable judgment of
Landlord, in danger of being put in default or foreclosure, and provided
further that if, in the
reasonable opinion of Landlord, the Demised Premises or any part thereof or
interest therein may be
in danger of being sold, forfeited, foreclosed, terminated, cancelled or lost
as a result of the
nonpayment of such Imposition, Tenant shall promptly  upon request of Landlord
pay same.  Tenant
shall not, without the consent of Landlord, whose consent shall not be
unreasonably withheld or
delayed, settle any such claim or proceeding (i) in respect of any fiscal year
on or after the fiscal year
in which the Term of this Lease commences or (ii) the outcome of which will
adversely affect the
taxes due on the Demised Premises for any fiscal year on or after the fiscal
year in which the Term
of this Lease commences.  As long as no Event of Default is then continuing,
Landlord hereby
designates Tenant as Landlord's attorney-in-fact, coupled with an interest, to
the extent necessary
to commence and prosecute to completion any such contest, and Landlord agrees
to cooperate with
Tenant in any such contest to the extent necessary, including signing any
documents, all at Tenant's
sole cost and expense.

          B.   Tenant hereby assigns to Landlord all claims and proceedings
arising from such
attempts to reduce the valuation of the Demised Premises for tax purposes,
provided that so long as
no Event of Default is then continuing Landlord shall not exercise, and shall
permit Tenant to
exercise, all such rights in connection therewith.

     SECTION 3.5    Landlord shall have a right to seek a reduction in the
valuation of the
Demised Premises assessed for tax purposes and to prosecute any action or
proceeding theretofore
commenced by Tenant, if such assessed valuation or valuations shall in whole
or in part relate and
pertain to any period of time subsequent to the expiration or termination of
this Lease.  To the extent
to which any tax refund payable as a result of any such proceeding which
Landlord or Tenant may
institute, or payable by reason of compromise or settlement of any such
proceeding, is based upon
a payment made by anyone other than Landlord, Landlord shall be authorized to
collect the same,
subject, however, to Landlord's obligation to reimburse Landlord and Tenant
forthwith for any
reasonable expenses incurred by Landlord or Tenant in connection therewith,
and, provided no Event
of Default is then continuing hereunder,  the net amount of such refund shall
be apportioned between
Landlord and Tenant based upon the portion of the fiscal period to which the
refund relates which
occurred during the Term.

     SECTION 3.6    Landlord shall not be required to join in any proceedings
referred to
in Section 3.04 hereof unless the provisions of any law, rule or regulation at
the time in effect requires
that such proceedings be brought by or in the name of Landlord or any owner of
the Demised
Premises, in which case Landlord will reasonably cooperate with Tenant.
Tenant shall be and remain
liable for the payment of any costs or expenses in connection with any such
proceedings.  Tenant shall
be entitled to any refund of any Imposition and penalties or interest thereon
received by Landlord
which have been paid by Tenant, or which have been paid by Landlord but
previously reimbursed in
full by Tenant.

     SECTION 3.7    If any person or entity to whom any sum is directly
payable by Tenant
under any of the provisions of this Lease shall refuse to accept payment of
such sum from Tenant,
Tenant shall thereupon give written notice of such fact to Landlord and shall
pay such sum directly
to Landlord at the address specified in Article 22 hereof, and Landlord shall
thereupon pay such sum
to such person or entity.

                              ARTICLE 4
                   SURRENDER; REMOVAL OF PERSONALTY

     SECTION 4.1    Tenant shall on the last day of the Term or upon any
earlier termination
of this Lease, surrender and deliver up possession of the Demised Premises to
Landlord in good
order, condition and repair, reasonable wear and tear excepted, free and clear
of all tenancies and
occupancies other than subleases to which Landlord shall have specifically
consented in writing as
provided in Section 18.03, and free and clear of all liens and encumbrances
other than the Permitted
Encumbrances and those, if any, created or suffered by Landlord, without any
payment or allowance
whatever by Landlord on account of any improvements which may have been made
to the Demised
Premises by or on behalf of Tenant.

     SECTION 4.2    All furnishings, moveable trade fixtures, equipment and
other personal
property shall be removed by Tenant at or prior to the termination of this
Lease.  Tenant shall repair
any damage to the Demised Premises caused by such removal or pay or cause to
be paid to Landlord
the cost of repairing any damage arising from such removal and restoration.
Any personal property
of Tenant or any subtenant which shall remain in the Demised Premises after
the termination of this
Lease may be deemed to have been abandoned by Tenant or such subtenant and may
be retained by
Landlord as its property or be disposed of in such manner as Landlord may see
fit, at Tenant's sole
cost and expense.  All Alterations made by Tenant and its subtenants in and to
the Demised Premises
shall remain on the Demised Premises upon the termination of this Lease unless
otherwise agreed to
by the parties at the time such Alterations are made.

     SECTION 4.3    If this Lease shall terminate pursuant to Article 15 or 16
hereof, then,
notwithstanding Sections 4.02 and 4.03 hereof, Tenant or any subtenant shall
have a reasonable time
thereafter, not to exceed thirty (30) days, to remove any property which it
shall be entitled to remove
pursuant to Section 4.02 hereof.

     SECTION 4.4    The provisions of this Article 4 shall survive any
termination of this
Lease.

                              ARTICLE 5
                              INSURANCE

     SECTION 5.1    Tenant, at its sole cost and expense, shall maintain
during the Term:

          (a)  property insurance insuring the Building and Improvements
against all perils
     included within the classification of fire, extended coverage, vandalism,
malicious mischief,
     special extended peril (all risk), boiler, flood, earthquake, glass
breakage and sprinkler
     leakage, and building ordinance coverage, with a deductible not in excess
of $10,000 and in
     an amount sufficient to prevent the Landlord or the Tenant from becoming
co-insurers, but
     in any event in an amount not less than the full insurable value thereof,
naming Landlord as
     an additional insured and loss payee and naming each Fee Mortgagee, by
New York standard
     noncontributory mortgagee clause, if obtainable, as their respective
interests may appear,
     provided that each such Fee Mortgagee shall agree that the proceeds of
such insurance shall
     be applied in accordance with this Lease.  Such insurance will provide,
to the extent
     permissable udner applicable laws, that no act or omission of Tenant
shall affect or limit the
     obligation of the insurance company to pay the amount of the loss
sustained.  The term "full
     insurable value" shall be deemed to mean the actual replacement value
less physical
     depreciation, with such extended coverage as shall from time to time be
customary for
     premises similarly situated in Hauppauge, New York;

          (b)  commercial general liability insurance including contractual
liability coverage
     and coverage for bodily injury, property damage and personal injury
occurring upon, in or
     about the Demised Premises and the adjoining sidewalks and passageways
under which
     Tenant is named as the insured and Landlord and each Fee Mortgagee whose
name has been
     provided by Landlord to Tenant are named as additional insureds, as their
interests may
     appear.  The minimum limits of liability shall be a combined single limit
with respect to each
     occurrence of $1,000,000 with a $2,000,000 annual aggregate and a
$10,000,000 umbrella;

          (c)  rental value insurance insuring against loss of rental or other
income from the
     Demised Premises in an amount sufficient to prevent Landlord and Tenant
from becoming co-
     insurers within the terms of the policy or policies in question, in an
amount not less than the
     aggregate amount of the Net Rent and Impositions for a period of eighteen
(18) months; and
     Tenant hereby assigns to Landlord or, if required under the terms of a
Fee Mortgage, to the
     Fee Mortgagee, the proceeds of such insurance so that in the event the
Improvements are
     destroyed or seriously damaged such proceeds shall be held as security
for the payment of
     such Net Rent and Impositions during the restoration of the Improvements.
 Tenant shall
     continue to pay the Net Rent and Impositions when due, and Landlord or
such Fee
     Mortgagee, as the case may be, shall pay to Tenant from such proceeds,
the amounts which
     are from time to time so paid by Tenant.  Tenant may, at its election,
carry such insurance as
     a coverage contained in a business interruption insurance policy; and

          (d)  automobile insurance covering owned, non-owned and hired
vehicles in an
     amount not less than $1,000,000.00 combined single limit.

     SECTION 5.2    A.   All insurance provided for in this Article 5 shall be
effected
under valid and enforceable policies, issued by insurers licensed to do
business in the State of New
York and  having a general policy holder rating of "A" or better and a
financial rating of at least "vii"
in Best's Insurance Guide or any successor thereto (or if Best's Insurance
Guide shall cease to exist,
any equivalent standard generally accepted in the real estate community).  All
policies of insurance
(or in lieu thereof certificates of insurance [form Accord 27 or Accord 25, as
appropriate] unless any
Fee Mortgage requires that policies be delivered to it) which evidence
Tenant's insurance and
evidence of the payment of all premiums of such policies will be delivered to
Landlord prior to
Tenant's occupancy of the Demised Premises and from time to time at Landlord's
request made not
more often than once per Lease Year.  Evidence of each renewal or replacement
of a policy (and
certificates of insurance shall be deemed sufficient evidence thereof) shall
be delivered by Tenant to
Landlord at least thirty (30) days prior to the expiration of each such
policy.  All certificates obtained
by Tenant will provide that should the policies be canceled prior to the
respective expiration dates
thereof, the issuing insurer will endeavor to mail thirty (30) day's written
notice to the certificate
holder.  All commercial general liability, automobile and property insurance
policies maintained by
Tenant will be written as primary policies, not contributing with and
supplemental to the coverage
that Landlord or any Fee Mortgagee may carry.  The liability insurance
coverage required herein shall
not be deemed to be a limitation of Tenant's liability for all such claims or
losses under this Lease.

          B.   Nothing in this Article 5 shall prevent Tenant from taking out
insurance of the
kind and in the amounts provided for under this Article under a blanket
insurance policy or policies
covering other properties as well as the Demised Premises, provided, however,
that any such policy
or policies of blanket insurance (i) shall specify therein the amounts of the
total insurance allocated
to the Demised Premises, which amounts shall not be less than the amounts
required by Section 5.01
hereof, and (ii) such amounts shall be sufficient to prevent Landlord or any
Fee Mortgagee from
becoming a co-insurer within the terms of the applicable policy or policies.

          C.   The insurance policies required under this Lease to be
furnished by Tenant to
Landlord may, at the election of Tenant, be furnished and/or paid for by any
subtenant or other
person having an insurable interest in the Demised Premises, and Landlord
shall accept such insurance
as though it had been furnished by Tenant.

     SECTION 5.3    Except with respect to the insurance required by Section
5.01(b) and
Section 5.01(d) hereof, neither Landlord nor Tenant shall take out separate
insurance concurrent in
form or contributing in the event of loss with the insurance required by this
Article unless the other
party is included therein as an additional insured, with loss payable as
provided in this Lease.  Each
party shall immediately notify the other of the placing of any such separate
insurance and shall cause
the same to be delivered as required by Section 5.02 hereof.

     SECTION 5.4    A.   For purposes of this Lease, the term "BASE CONSTRUCTION
AMOUNT" shall mean the product of (i) Five Hundred Thousand Dollars, and (ii)
the percentage
increase (but only the increase) in the Consumer Price Index from the
Commencement Date to the
date that the Base Construction Amount is calculated.  "Consumer Price Index"
for purposes of this
Lease shall mean the "Consumer Price Index for all Urban Consumers" (1982 - 84
= 100) published
by the Bureau of Labor Statistics of the United States Department of Labor,
New York, Northeastern
New Jersey - Long Island, NY - NJ - CT, All Items.  If the Consumer Price
Index shall hereafter be
converted to a different standard reference base or otherwise revised, the
determination of the
increase in the Consumer Price Index shall be made with the use of such
conversion factor, formula
or table for converting the Consumer Price Index as may be published by the
Bureau of Labor
Statistics or, if the said Bureau shall not publish the same, then with the
use of such conversion factor,
formula or table as may be published by Prentice Hall, Inc., or, failing such
publication, by any other
nationally recognized publisher of similar statistical information reasonably
selected by Landlord and
Tenant.  If the Consumer Price Index shall cease to be published, then there
shall be substituted for
the Consumer Price Index such other index as Landlord and Tenant shall
reasonably designate.

          B.   In case of any casualty resulting in damage or destruction, the
loss shall be
adjusted with the insurance companies by Landlord and if required under the
terms of any Fee
Mortgage, the Fee Mortgagee, and unless Tenant has exercised its option as
provided in Section
15.02 to cancel this Lease, with Tenant's consent, not to be unreasonably
withheld or delayed.  The
insurance proceeds shall be payable to Landlord or such Fee Mortgagee, if
required under the terms
of the Fee Mortgage, provided that, if permitted by the Fee Mortgage, if the
proceeds are equal to
or less than Fifty Thousand ($50,000.00) Dollars, such proceeds shall be
payable to Tenant.  All
proceeds shall be applied as provided in Section 15.03.

     SECTION 5.5    Upon the expiration of this Lease, the unearned premiums
upon any
such transferable insurance policies shall be apportioned if (a) Landlord
requests an assignment of
such insurance policies and such policies are transferred to Landlord, and (b)
no Event of Default
under this Lease shall be then continuing.

                              ARTICLE 6
            LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

     SECTION 6.1    If Tenant shall at any time fail to pay any Imposition in
accordance with
the provisions of Article 3 hereof, or to take out, pay for, maintain or
deliver any of the insurance
policies or certificates therefor as provided for in Article 5 hereof, or
shall fail to make any other
payment or perform any other act on Tenant's part to be performed as in this
Lease provided, then
Landlord, after thirty (30) days' notice to Tenant (or such lesser notice as
may be required under any
other Section of this Lease, provided that no such notice shall be required in
the event of an
emergency or in the event of Tenant's failure to maintain the insurance
policies) and without waiving
or releasing Tenant from any obligation of Tenant contained in this Lease or
from any default by
Tenant, and without waiving Landlord's right to take such action as may be
permissible under this
Lease as a result of such default, may (but shall be under no obligation to):

     (a)  pay any Imposition, including any interest and penalties due
thereon, payable by
Tenant pursuant to the provisions of Article 3 hereof, or

     (b)  take out, pay for and maintain any of the insurance policies
provided for in Article 5
hereof, or

     (c)  make any other payment or perform any other act on Tenant's part to
be made or
performed as in this Lease provided, and may enter upon the Demised Premises
for any such purpose,
and take all such action thereon, as may be necessary therefor.

     SECTION 6.2    All reasonable sums so paid by Landlord and all reasonable
costs and
expenses incurred by Landlord, including reasonable attorneys' fees, in
connection with the
performance of any such act in this Article 6, together with interest thereon
at the rate of 12% per
annum, from the date of such payment by Landlord, shall constitute Additional
Rent payable by
Tenant under this Lease and shall be paid by Tenant to Landlord within thirty
(30) days of Landlord's
notice to Tenant of payment accompanied by reasonably itemized receipts for
all such payments.

                              ARTICLE 7
      REPAIRS, MAINTENANCE AND CONDITION OF THE DEMISED PREMISES

     SECTION 7.1    Throughout the term of this Lease, Tenant, at its sole
cost and expense,
shall take good care of the Demised Premises and shall keep the same in good
order and condition,
except for reasonable wear and tear, and make all necessary repairs and
replacements thereto, interior
and exterior, structural and non-structural, ordinary and extraordinary, and
foreseen and unforeseen.
All repairs and replacements made by Tenant shall be at least equal in quality
to the original work.
Tenant shall do or cause others to do all necessary shoring of foundations and
walls of any structures
on the Demised Premises and every other act or thing for the safety and
preservation thereof which
may be necessary by reason of any excavation or other building operation upon
any adjoining
property or street, alleyway or passageway.

     SECTION 7.2    Tenant shall put, keep and maintain all portions of the
Demised
Premises and the sidewalks, curbs, alleyways and passageways adjoining the
same in a clean and
orderly condition, free of dirt, rubbish, snow, ice and unlawful obstructions.

     SECTION 7.3    Landlord shall not be required to furnish to Tenant any
facilities or
services of any kind whatsoever during the term, such as, but not limited to,
water, sewer, steam,
heat, gas, hot water, electricity, light and power, and Tenant shall, at its
sole cost and expense, pay
or cause to be paid, prior to the imposition of any penalty or late charge,
all charges for gas, oil, fuel,
steam, sewer, electricity, telephone, heat, air conditioning, ventilation,
refuse pickup, janitorial and
maintenance service, security and all other utilities, materials, supplies and
services consumed,
furnished, used or made available in, at or upon the Demised Premises during
the Term of this Lease,
together with all taxes thereon, if any. Tenant shall keep and maintain in
good repair all utility meters
measuring utilities and services consumed at the Demised Premises. Tenant
shall establish accounts
in Tenant's name with the utility companies responsible for supplying
utilities to the Demised Premises
and Tenant shall be responsible for all deposits required by the utility
companies to establish such
accounts, provided that Tenant shall be entitled to receive such deposits back
at the end of the Term.
Landlord shall in no event be required to make any alterations, rebuildings,
replacements, changes,
additions, improvements or repairs during the term of this Lease.

     SECTION 7.4    If during the last two (2) years of the Term, in order to
comply with
the foregoing provisions of this Article 7, Tenant shall be required to make
any repair or replacement
to the Improvements now existing on the Demised Premises, which shall cost
more than the Base
Construction Amount, Tenant may elect to cancel this Lease by giving notice to
Landlord within a
reasonable period of time after Tenant becomes aware of the necessity of such
repair or replacement.
This Lease shall terminate on the date which is thirty (30) days after the
giving of such notice as if
such date was the Expiration Date set forth herein.

                              ARTICLE 8
                         COMPLIANCE WITH LAWS

     SECTION 8.1    Throughout the Term, Tenant, at its sole cost and expense,
shall
promptly comply with all present and future laws, ordinances, orders, rules,
regulations and
requirements of all federal, state and municipal governments, departments,
commissions, boards and
officers, and all orders, rules and regulations of the National Board of Fire
Underwriters, the New
York Board of Fire Underwriters or any other body or bodies exercising similar
functions ("LEGAL
REQUIREMENTS"), which may be applicable to the Demised Premises and the
sidewalks, alleyways,
passageways, curbs and vaults adjoining the same and whether or not (except as
specifically provided
in Section 14.01(C) or any other provision of this Lease) such compliance is
required by reason of
any condition, event or circumstance existing prior to or after the
commencement of the term of this
Lease.

     SECTION 8.2    Tenant shall observe and comply with the requirements of
all policies
of insurance required to be supplied by Tenant at any time during the Term
with respect to the
Demised Premises, whether or not such observance or compliance is required by
reason of any
condition, event or circumstance existing prior to or after the commencement
of the term of this
Lease, and Tenant shall, in the event of any violation or any attempted
violation of the provisions of
this Section by any subtenant, take steps, promptly upon knowledge of such
violation or attempted
violation, to remedy or prevent the same as the case may be.

     SECTION 8.3    Tenant shall have the right, after prior written notice to
Landlord, to
contest by appropriate legal proceedings diligently conducted in good faith,
in the name of Tenant
or Landlord or both, without cost or expense to Landlord, the validity or
application of any Legal
Requirement, provided that (i) Tenant is diligently and in good faith
contesting the same by
appropriate legal proceedings which shall operate to prevent the enforcement
of the same or the sale
of the Demised Premises or any part thereof to satisfy the same, (ii) Landlord
would not be, by reason
of such postponement or deferment, subject to any actual or threatened
criminal sanctions or penalties
or personal liability, as Landlord shall determine in its reasonable judgment,
and (iii) no Fee Mortgage
would by reason of such postponement or deferment be, in the reasonable
judgment of Landlord, in
danger of being put in default or foreclosure, and provided further that if,
in the reasonable opinion
of Landlord, the Demised Premises or any part thereof or interest therein may
be in danger of being
sold, forfeited, foreclosed, terminated, cancelled or lost as a result of such
contest, Tenant shall
promptly upon request of Landlord pay same.

     SECTION 8.4    If during the last two (2) years of the Term, in order to
comply with
the foregoing provisions of this Article Tenant shall be required to make any
addition or alteration
to the improvements now existing on the Demised Premises which shall cost more
than, or otherwise
expend funds in excess of, the Base Construction Amount, Tenant may elect to
cancel this Lease by
giving notice to Landlord within thirty (30) days after the obligation to make
such addition or
alteration shall become effective. This Lease shall terminate on the date
which is thirty (30) days after
the giving of such notice as if such date was the Expiration Date set forth
herein.
     SECTION 8.5    Tenant covenants not to discharge from the Demised
Premises or suffer
the discharge of, nor to store upon the Demised Premises or suffer the storage
of, any Hazardous
Materials (as hereinafter defined) in amounts in excess of those permitted or
recommended by any
governmental or quasi-governmental authority having jurisdiction thereof.  In
addition to and not in
limitation of the foregoing, Tenant covenants that (a) the Demised Premises
shall be kept free of all
Hazardous Materials, whether placed, stored, used, generated or disposed of
in, on, under, within,
or about the Demised Premises, in excess of amounts permitted or recommended
by appropriate
governmental authorities, and (b) all Hazardous Materials shall be handled in
the manner required or
recommended by any governmental or quasi-governmental authority.  The Demised
Premises shall
not be used to generate, manufacture, refine, transport, treat, store, handle,
dispose, transfer,
produce, process, or in any manner to deal with, Hazardous Materials in excess
of amounts permitted
or recommended, or in a manner other than required or recommended, by any
governmental or
quasi-governmental authority.  The Tenant shall comply with, and ensure
compliance by all Tenant's
agents, servants, employees and invitees with, all applicable Hazardous
Materials Laws and shall keep
the Demised Premises free and clear of any violations and liens imposed
pursuant to such Hazardous
Materials Laws.  In the event Tenant receives any written notice from any
governmental or
quasi-governmental agency, or from any other person or entity with regard to
health, safety,
environment or Hazardous Materials on, under, from or affecting the Demised
Premises, then Tenant
shall immediately notify the Landlord. Tenant shall conduct and complete all
investigations, studies,
sampling, and testing and all remedial, removal, and other actions necessary
to clean, remove or
encapsulate all Hazardous Materials on, under, from or affecting the Demised
Premises in accordance
with all applicable Hazardous Materials Laws.  Tenant shall immediately, upon
request of Landlord,
provide unhampered access to all portions of the Demised Premises to all
governmental and
quasi-governmental authorities charged with inspecting the Demised Premises or
charged with
enforcing or concerned with Hazardous Materials Laws.  Tenant shall protect,
indemnify and save
harmless the Landlord from and against all liabilities, obligations, claims,
damages, penalties, causes
of action, costs, and expenses (including reasonable attorney's fees and
expenses, investigation and
laboratory fees, court costs, and litigation expenses) imposed upon or
incurred by or asserted against
the Landlord by reason of (1) the presence, disposal, escape, seepage,
leakage, spillage, discharge,
emission, release, or threatened release of any hazardous material on, under,
from or affecting the
Demised Premises; (2) any personal injury (including wrongful death) or
property damage (real or
personal) arising out of or related to such Hazardous Materials; (3) any
lawsuit brought or threatened
or settlement reached in connection with the foregoing, provided, however,
that Tenant will be given
the opportunity, if available with no adverse effect to Landlord, to contest
any such settlement or
governmental order relating to such Hazardous Materials; or (4) any violation
of Hazardous Materials
Laws which are based upon or in any way are related to such Hazardous
Materials.  This Section 8.05
shall survive the termination or expiration of this Lease.  As used herein,
the term "HAZARDOUS
MATERIALS" shall include, but is not limited to, any flammable explosives,
gasoline, petroleum
products, polychlorinated biphenyl, radioactive materials, hazardous wastes,
hazardous or toxic
substances, or related or similar materials, asbestos or any material
containing asbestos, or any other
substance or material as defined by any federal, state or local environmental
law, ordinance, rule, or
regulation governing the handling, use, storage or disposal of Hazardous
Materials, including the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42
U.S.C. Section 9601, et. seq.), the Hazardous Materials Transportation Act, as
amended (49 U.S.C.
Section 1801, et. seq.), the Resource Conservation and Recovery Act, as
amended (42 U.S.C.
Sections 6901, et. seq.), the New York State Environmental Conservation Law,
and the regulations
adopted and publications promulgated pursuant to any of the foregoing
(collectively, the "HAZARDOUS
MATERIALS LAWS").

                              ARTICLE 9
                   CHANGES, ALTERATIONS, ADDITIONS

     SECTION 9.1    A.   Tenant shall have the right, from time to time during
the Term
hereof, without the consent or approval of Landlord, to make any and all
alterations, additions,
improvements, substitutions and replacements (collectively, "ALTERATIONS") of
a nonstructural nature
in and to the Demised Premises that Tenant in its sole and absolute discretion
may deem appropriate,
costing not in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars per
Alteration (and all
Alterations which constitute one project or job, whether performed at the same
time or in phases,
shall be deemed one Alteration for purposes hereof), provided that with
respect to any such
Alterations Tenant shall provide notice of performance of same and deliver a
copy of the "as-built"
plans to Landlord at or prior to the completion of such Alterations.  All
Alterations shall be
performed in accordance with Section 9.01.B(iii), (iv) and (v), and shall
(except for de minimus
exceptions) be performed in accordance with all applicable Legal Requirements.

          B.   Tenant shall have the right, from time to time during the Term
hereof, to
perform nonstructural Alterations costing in excess of Two Hundred Fifty
Thousand ($250,000.00)
Dollars and structural Alterations (each, a "MAJOR ALTERATION") with the prior
written consent of
Landlord, not to be unreasonably withheld or delayed, provided that Tenant
shall comply with the
following:

          (i)  Tenant shall furnish to Landlord and any Fee Mortgagee, prior
to the
     commencement of such Major Alterations, reasonable evidence that such
Major Alterations
     will be performed without any liens encumbering the Landlord's estate in
the Demised
     Premises (as, for example, without limitation, furnishing to Landlord or
such Fee Mortgagee
     any one of the following: a completion bond from a bank or other
financial institution with
     assets of not less than $100,000,000, a letter of credit in the estimated
amount of the cost of
     the Major Alterations to be performed (diminishing as the work is
completed), or cash
     collateral or a funding commitment from a bank or other financial
institution with assets of
     not less than $100,000,000);

          (ii) Landlord shall have approved the plans and specifications for
such Major
     Alterations as provided in Section 9.02;

          (iii)     Tenant shall have procured and paid for, so far as the
same may be required
     from time to time in connection with any such Major Alterations, all
permits, certificates and
     authorizations required by any Governmental Authority or any department,
office, bureau,
     agency or instrumentality thereof now existing or hereafter created and
having jurisdiction
     over the Demised Premises, and Tenant shall provide copies of same to
Landlord.  Landlord
     shall not unreasonably refuse to join in any application for such permit
or authorization and
     shall reasonably cooperate with Tenant, without charge except to the
extent Landlord's
     participation required is more than de minimis, in which case Tenant
agrees to pay to
     Landlord, upon demand and as Additional Rent hereunder, Landlord's actual
costs paid or
     incurred in connection therewith;

          (iv) Tenant shall procure from all contractors and submit to
Landlord evidence of
     worker's compensation insurance and general liability and personal injury
and property
     damage insurance in an amount not less than $1,000,000.00 combined single
limit, on an
     occurrence basis, naming Landlord, all Fee Mortgagees and Tenant as
additional insureds, and
     otherwise in form and substance reasonably satisfactory to Landlord; and

          (v)  with respect to structural Alterations, the same shall not
change the footprint
     or volume of the Improvements or impair the value of the Improvements.

          C.   Notwithstanding anything herein to the contrary, Tenant shall
have the right,
in its sole and absolute discretion, to perform any and all Alterations as may
be necessary or desirable,
in Tenant's sole discretion, to allow Tenant to sublease up to fifty (50%)
percent of the rentable area
of the Improvements, including without limitation the installation of windows,
doors and demising
walls, and changes to the mechanical, electrical, plumbing, air conditioning,
ventilation, heating and
other building systems, provided that Tenant complies with Section 9.01.B(i),
(iii), (iv) and (v) above
and provided further that any such Alterations shall, when completed, be of
such a character as not
to impair the value of the Demised Premises.

     SECTION 9.2    Landlord agrees to deliver to Tenant, within fifteen (15)
days after
receipt of Tenant's written request therefor, either an approval of or a
reasonably detailed objection
to plans and specifications for Major Alterations and such other documents as
may be required for
the effectuation of the Tenant's rights under this Article 9 or in connection
with any repairs or
restoration work, including, without limitation, those affecting variances,
certificates of occupancy
and all permits and authorizations, including permits for signs and
projections, alterations, additions,
improvements, substitutions and replacements.

     SECTION 9.3    Any Alterations to the Demised Premises or to the present
or any
future building thereon, made by any present or future subtenant or subtenants
of the Demised
Premises with the permission of the Tenant, shall, for purposes of this
Article 9 and of this Lease, be
deemed made by the Tenant and be governed by this Article 9 and the other
applicable provisions of
this Lease.

                              ARTICLE 10
                          DISCHARGE OF LIENS

     SECTION 10.1   Tenant shall not create or permit to be created or to
remain, and shall
discharge, any mechanic's, laborer's or materialman's lien or any conditional
sale, title retention
agreement or chattel mortgage, which might be or become a lien, encumbrance or
charge upon the
Demised Premises or any part thereof having any priority or preference over or
ranking on a parity
with the estate, rights and interest of Landlord in the Demised Premises or
any part thereof.

     SECTION 10.2   If any mechanic's, laborer's or materialman's lien shall
at any time be
filed against the Demised Premises or any part thereof, Tenant, within
forty-five (45) days after notice
of the filing thereof, shall cause the same to be discharged of record by
payment, deposit, bond, order
of a court of competent jurisdiction or otherwise. If Tenant shall fail to
cause such lien to be
discharged within the period aforesaid, then, in addition to any other right
or remedy, Landlord may,
after twenty (20) days' notice to Tenant, but shall not be obligated to,
discharge the same either by
paying the amount claimed to be due or by procuring the discharge of such lien
by deposit or by
bonding proceedings, and in any such event Landlord shall be entitled, if
Landlord so elects, to
compel the prosecution of an action for the foreclosure of such lien by the
lien or and to pay the
amount of the judgment in favor of the lien or with interest, costs and
allowances. Any amount so
paid by Landlord, and all costs and expenses incurred by Landlord in
connection therewith, shall
constitute Additional Rent payable by Tenant under this Lease and shall be
paid by Tenant to
Landlord on demand.

                              ARTICLE 11
                               NO WASTE

     Tenant shall not do or suffer any waste, damage, disfigurement or injury
to the Demised
Premises or any part thereof, but this shall not be deemed to prevent
demolition or alterations
pursuant to other provisions of this Lease.

                              ARTICLE 12
                       USE OF DEMISED PREMISES

     SECTION 12.1   The Demised Premises may be used for any legal purpose.
Tenant shall
not use or allow the Demised Premises to be used for any unlawful or illegal
business, use or purpose,
or in violation of any certificate of occupancy for the use of the Demised
Premises or any part thereof
or any use which may, in law, constitute a nuisance, public or private, or
would void any insurance
then in force with respect thereto, or for any business, use or purpose deemed
by Landlord in its
reasonable discretion to be disreputable or extra hazardous, or in violation
of any Legal Require-

ments.  Tenant shall, immediately upon the discovery of any such unlawful,
illegal, disreputable or
extra hazardous use take all necessary steps, legal and equitable, to compel
the discontinuance of such
use and to oust and remove any subtenants, occupants or other persons guilty
of such unlawful,
illegal, disreputable or extra hazardous use.

     SECTION 12.2   Tenant shall not suffer or permit the Demised Premises or
any portion
thereof to be used by the public without restriction or in such manner as
would impair Landlord's title
to the Demised Premises or any portion thereof, or in such manner would create
a condition of
adverse possession or prescription by the public, as such, or of implied
dedication, of the Demised
Premises or any portion thereof.  Tenant hereby acknowledges that Landlord
does not hereby
consent, expressly or by implication, to the unrestricted use or possession of
the whole or any portion
of the Demised Premises by the public, as such.

     SECTION 12.3   If during the last two (2) years of the Term, in order to
comply with
the foregoing provisions of this Article, Tenant shall be required to make any
addition or alteration
to the improvements now or hereafter existing on the Demised Premises, which
shall cost more than
the Base Construction Amount, Tenant may elect to cancel this Lease by giving
notice to Landlord
within thirty (30) days after the obligation to make such addition or
alteration shall become effective.
This Lease shall terminate thirty (30) days after giving of such notice.

                              ARTICLE 13
                ENTRY ON DEMISED PREMISES BY LANDLORD

     SECTION 13.1   Tenant shall permit Landlord and its authorized
representatives to enter
the Demised Premises at all reasonable times during usual business hours and
upon reasonable prior
notice, and provided that such entry does not unreasonably disturb any
subtenants or other occupants
of the Demised Premises, for the purpose of (a) inspecting the same, and (b)
making any necessary
repairs thereto and performing any work therein that may be necessary by
reason of Tenant's failure
to make such repairs or perform any such work or to commence the same within
the time period
required by Section 6.01 (or without notice in case of emergency).  Nothing
herein shall imply any
duty upon the part of Landlord to do any such work and performance thereof by
Landlord shall not
constitute a waiver of Tenant's default in failing to perform same.

     SECTION 13.2   A.   Landlord shall have the right to enter the Demised
Premises at
all reasonable times during usual business hours and upon reasonable prior
notice for the purpose of
showing same to prospective purchasers or mortgagees thereof and, during the
two (2) years prior
to the expiration of the Term of this Lease, for the purpose of showing the
same to prospective
tenants of the Demised Premises.

          B.   If any part of the Demised Premises shall be used for
"classified work" within
the meaning of governmental regulations or is otherwise used for confidential
purposes under any
sublease with a subtenant, only persons permitted to do so under such
regulations or procedures that
govern such confidentiality may enter such portions of the Demised Premises.

          C.   Tenant may require that Landlord and its guests be accompanied by
representatives of Tenant or its agents, in which case Tenant will make
representatives available for
such purposes at reasonably mutually agreeable times.  Landlord shall minimize
any disruption to the
Demised Premises and the subtenants by reason of any inspection or exhibiting
of the Demised
Premises under this Lease.

                              ARTICLE 14
                INDEMNIFICATION OF LANDLORD AND TENANT

     SECTION 14.1   A.  Except as a result of the negligence or wilful
misconduct of
Landlord and its agents, employees and contractors or any breach of this Lease
by Landlord, Tenant
shall indemnify and save harmless Landlord against and from all liabilities,
obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable
attorneys' fees, which may be
imposed upon or incurred by or asserted against Landlord by reason of any of
the following:

          (i)  any work or thing done in, on or about the Demised Premises or
any part
     thereof by Tenant or any party other than Landlord;

          (ii) any use, non-use, possession, occupation, condition, operation,
maintenance
     or management of the Demised Premises or any part thereof or any alley,
sidewalk, curb,
     vault, passageway or space adjacent thereto;

          (iii)     any negligence on the part of Tenant or any of its agents,
contractors, servants,
     employees, subtenants, licensees or invitees; or

          (iv) any failure on the part of Tenant to keep, observe, perform or
comply with any
     of the covenants, agreements, terms or conditions contained in this Lease
on its part to be
     kept, observed, performed or complied with;

          (v)  any accident, injury or damage to any person or property
occurring in, on or
     about the Demised Premises or any part thereof, or any alley, sidewalk,
curb, vault,
     passageway or space adjacent thereto.

          B.   In case any action or proceeding is brought against Landlord by
reason of any
such claim, Tenant upon written notice from Landlord shall at Tenant's expense
resist or defend such
action or proceeding by counsel approved by Landlord in writing, which
approval shall not be
unreasonably withheld or delayed (it being agreed that counsel designated by
any insurer shall be
acceptable). If Tenant has supplied Landlord with insurance policies covering
any of the
aforementioned risks no claim shall be made against Tenant unless and until
the insurer shall fail or
refuse to defend and/or pay all or any part thereof.

          C.   Landlord shall indemnify, defend and save harmless Tenant
against and from
any and all liabilities, damages, penalties, costs, expenses, claims, suits or
actions due to or arising out
of (i) any breach, violation or non-performance of any covenant, condition or
agreement in this Lease
contained on the part of the Landlord to be fulfilled, kept, observed and
performed; and (ii) any claim
against Tenant arising from damage to property or any injury to persons
(including death resulting at
any time therefrom) in, on, or about the Demised Premises or the sidewalks
adjacent thereto arising
or accruing out of the gross negligence or willful misconduct of Landlord.

          D.   Landlord and its respective agents shall not be liable for any
injury or damage
to persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, rain,
snow or leaks from any part of the Demised Premises or from the pipes,
appliances or plumbing works
or from the roof, street or sub-surface, or from any other place or by
dampness or by any other cause
of whatsoever nature, unless caused by or due to the negligence of Landlord,
its agents, servants or
employees. Tenant shall give immediate notice to Landlord in the event of any
fire or accident at the
Demised Premises.  Neither Landlord, nor any partner of Landlord, nor a
successor in interest to any
of the foregoing, shall be under any personal liability with respect to any of
the provisions of this Lease
or any matter arising out of or in connection with this Lease or the Tenant's
occupancy or use of the
Demised Premises, and in the event of any breach or default with respect to
Landlord's obligations
under this Lease or any claim arising out of or in connection with this Lease
or the Tenant's occupancy
or use of the Demised Premises, Tenant shall look solely to the equity of such
person or entity in the
Demised Premises for the satisfaction of Tenant's remedies and in no event
shall Tenant attempt to
secure any personal judgment against Landlord, or any partner of Landlord, or
successors thereto, or
any partner, employee or agent of any of them by reason thereof.

                              ARTICLE 15
                        DAMAGE OR DESTRUCTION

 SECTION 15.1  In case of damage to or destruction of any improvements on the
Demised Premises or any part thereof by fire or otherwise, Tenant shall
promptly give written notice
thereof to Landlord, and, except as otherwise provided in Section 15.02
hereof, Tenant shall restore,
repair, replace or rebuild the same, which restoration, repairs, replacements
and/or rebuildings shall
be made using materials at least equal in quality to the original work, with
such changes or alterations
as may be made at Tenant's election with Landlord's reasonable consent, all in
conformity with and
subject to the conditions of Article 9 hereof, except that the surety company
bond as referred to in
Section 9.01 hereof shall be in an amount equal to the excess of the estimated
cost of the work over
the amount of insurance money. Such restorations, repairs, replacements,
rebuilding or alterations shall
be promptly commenced, but in no event later than six (6) months from the date
of occurrence of such
damage or destruction, which time shall be extended by a time commensurate
with any delays due to
adjustment of insurance, preparation of plans and specifications or other
delays, and shall thereafter
be prosecuted with reasonable diligence, unavoidable delays excepted.  Tenant
expressly agrees that
its obligations hereunder, including the payment of any and all Rent, shall
continue as though said
Demised Premises had not been damaged or destroyed and without abatement,
suspension, diminution
or reduction of any kind.

 SECTION 15.2  Anything in this Lease to the contrary notwithstanding, if at
any time
during the term hereof, the improvements on the Demised Premises shall be so
damaged by fire or
otherwise that the cost of replacement or restoration thereof shall exceed
fifty percent (50%) of the
then replacement value of the improvements so damaged, or if such damage or
destruction occurs
during the last two (2) years of the Term and the cost of replacement or
restoration shall exceed the
Base Construction Amount, or if any such damage or destruction would in the
reasonable estimation
of Tenant's engineer take more than eighteen (18) months to repair, then in
any such event Tenant may
elect to cancel this Lease by giving notice to Landlord within one hundred
eighty (180) days after such
damage or destruction, and this Lease shall come to an end on the date
specified in such notice.  In
the event of any such termination, Tenant will not be required to perform any
restoration.  The net
insurance proceeds (after deduction for any costss of collection) shall be
paid to Landlord.

 SECTION 15.3  A.   All insurance money paid to Landlord (or, ir required by the
terms of any Fee Mortgage, to the Fee Mortgagee) on account of such damage or
destruction, less
the reasonable cost, if any, incurred in connection with adjustment of the
loss and the collection
thereof shall, unless this Lease is terminated as a result of such damage or
destruction as provided in
Section 15.04, be applied by Landlord or the Fee Mortgagee, as applicable, to
the payment of the cost
of the aforesaid restoration, repairs, replacement, rebuilding or alterations,
including the cost of
temporary repairs or for the protection of property pending the completion of
permanent restoration,
repairs, replacements, rebuilding or alterations (all of which temporary
repairs, protection of property
and permanent restoration, repairs, replacement, rebuilding or alterations are
hereinafter collectively
referred to as the "RESTORATION"), and shall be paid out to, or at the
direction of, Tenant from time to
time as such restoration progresses, in installments equal to ninety percent
(90%) of the cost of the
work completed and materials furnished, and shall be received by Tenant for
the purposes of paying
the cost of such restoration upon the written request of Tenant which shall be
accompanied by the
following:

     (1)  a verified certificate signed by Tenant, or an executive officer of
Tenant, or a
certificate signed by the architect or engineer in charge of such construction
setting forth the
following:

          (a)  that the sum then requested either has been paid by Tenant, or
is justly
     due to contractors, subcontractors, materialmen, engineers, architects or
other persons who
     have rendered services or furnished materials for the restoration therein
specified, and giving
     a brief description of such services and materials and the several
amounts so paid or due to
     each of said persons in respect thereof, and stating that no part of such
expenditures has been
     or is being made the basis, in any previous or then pending request, for
the withdrawal of
     insurance money or has been made out of the proceeds of insurance
received by Tenant, and
     that the sum then requested does not exceed the value of the services and
materials described
     in the certificate; and

          (b)  that except for the amount, if any, stated (pursuant to the
foregoing
     subclause (1)(a)) in such certificate to be due for services or
materials, there is no outstanding
     indebtedness shown on Tenant's books or known to the persons signing such
certificate, after
     due inquiry, which is due on the date of such certificate for labor,
wages, materials, supplies
     or services in connection with such restoration which, if unpaid, might
become the basis of a
     vendor's, mechanic's, laborer's or materialman's statutory or similar
lien upon such restoration
     or upon the Demised Premises or any part thereof (which certification
shall be signed by
     Tenant or an executive officer of Tenant);

     (2)  an official search of the public records or a search of a title
insurance company
doing business in the State of New York showing that there has not been filed
with respect to the
Demised Premises or any part thereof any vendor's, mechanic's, laborer's,
materialman's or like lien,
which has not been discharged of record; and

     (3)   a certificate signed by the architect or engineer in charge of such
construction
stating that (i) the cost, as estimated by the persons signing such
certificate, of the restoration required
to be done subsequent to the date of such certificate in order to complete the
same, does not exceed
the aggregate of the insurance money remaining in the hands of Landlord or any
Fee Mortgagee after
payment of the sum requested in such certificate and the amount of the bond
deposited pursuant to
Section 15.02 hereof and (ii) the work has been done in accordance with all
applicable laws, except
to a de minimus extent, and the work has been done in accordance with the
plans and specifications
submitted to and approved by Landlord, except minor variations therefrom, if
such plans and
specifications were required to be submitted or approved, as the case may be,
by the provisions of this
Lease.

     B.   All of the insurance proceeds held by the Landlord after completion
of and
payment for such repairs and restoration by Tenant shall be retained by
Landlord.  In the event that
the insurance proceeds are insufficient for the purpose of paying for all
repairs and restoration, Tenant
shall nevertheless be required to make such repairs and restoration at its own
cost and expense.

     C.   Notwithstanding anything to the contrary in this Lease, if the terms
of any Fee
Mortgage shall require that insurance proceeds be deposited with the Fee
Mortgagee, Landlord may
deposit any moneys received by Landlord from insurance provided by Tenant with
the Fee Mortgagee,
provided that the mortgagee is obligated to release such moneys substantially
in accordance with
Section 15.03 hereof.

 SECTION 15.4  If all or substantially all of the improvements on the Demised
Premises
are destroyed by fire or other casualty Tenant shall have the right, at its
option, either to restore,
replace or rebuild the same as provided in this Lease, or to demolish the
remainder of the same and
to construct, in replacement thereof, a new building, subject in all respects
to the provisions of Article
9 hereof, and Tenant shall in connection therewith duly and faithfully comply
with all of such
provisions.  The surety company bond as referred to in Section 9.05 hereof
shall be in an amount equal
to the excess of the estimated cost of the work over the amount of the
insurance money.  Any restored
or new building shall be at least equal in value to the destroyed or damaged
building.

 SECTION 15.5  This Article 15 constitutes an express agreement governing any
damage
or destruction of Demised Premises by fire or other casualty, and Section 227
of the Real Property
Law of the State of New York, which provides for such contingency in the
absence of an express
agreement, and any other law of like nature and purpose now or hereafter in
effect shall have no
application in any such case.

                              ARTICLE 16
                             CONDEMNATION

 SECTION 16.1  In the event that the Demised Premises or any part thereof
shall be taken
in condemnation or by exercise of any right of eminent domain or by agreement
among Landlord,
Tenant and those authorized to exercise such right (any such matters being
hereinafter referred to as
a "TAKING"), Landlord, Tenant, any Fee Mortgagee and any other person or
entity having an interest
in the award or awards shall have the right to participate in any such
condemnation proceedings or
agreement for the purpose of protecting their interests hereunder.  Each party
so participating shall
pay its own expenses.

 SECTION 16.2  If at any time during the Term there shall be a taking of all or
substantially all of the Demised Premises, this Lease shall terminate and
expire on the date of such
taking and the Net Rent and any Additional Rent hereunder shall be apportioned
and paid to the date
of such taking.  For the purpose of this Article "substantially all of the
Demised Premises" shall be
deemed to have been taken if the part not so taken is insufficient for the
economic use and reasonable
continued operation thereof by Tenant.

 SECTION 16.3  If this Lease shall terminate as a result of such taking:

     (a0  Landlord shall be entitled to an award for (i) the value of its
reversionary interest in the
     land and existing improvements taken, (ii) consequential damages for any
diminution of
     Landlord's reversionary interest in the assemblage or plottage value of
the land and existing
     improvements not so taken, and (iii) damages for the then present value
of any loss of rentals
     that would have been payable under this Lease if this Lease had continued
in full force and
     effect for the remainder of the Term thereof (but excluding any
unexercised renewal options)
     with respect to the land taken and the improvements existing thereon (but
not any Alterations
     or betterments made by Tenant or its subtenants).

     (b0  Tenant shall be entitled to an award for the loss of the value of
its interest in the
     leasehold including, without limitation, (a) damages for the value of all
Alterations,
     improvements and betterments to the Demised Premises, (b) the loss of
Tenant's leasehold
     interest in the land and all improvements thereon so taken and damages
for the then present
     value of the loss of rentals on all rentable space in the Demised
Premises for the remainder of
     the Term (calculated as if the Lease remained in full force and effect
but excluding any
     unexercised renewal options); and (c) any costs of removal from the
Demised Premises.

 (c0 Any remainder of the award shall be payable to Landlord.

 SECTION 16.4  If this Lease shall continue after any such taking, this Lease
shall remain
unaffected except as follows:

     (a0  The Net Rent shall be reduced by an amount which bears the same
proportion to the
     Net Rent immediately prior to the partial taking as the rental value of
the part of the Demised
     Premises so taken shall bear to the rental value of the whole Demised
Premises immediately
     prior to such taking.

     (b0  Tenant shall, promptly after such taking and at its expense restore
the improvements
     on the Land, with such changes as Tenant shall deem appropriate, subject
to Landlord's
     consent, not to be unreasonably withheld or delayed, and Tenant shall be
entitled to
     reimbursement for the entire cost thereof from the condemnation proceeds
payable by the
     condemning authority.

     (c0  The monies payable to Tenant under subdivision (b) hereof shall be
paid in progress
     payments as the work progresses in the same manner as provided in Section
15.03 hereof with
     respect to the application of insurance proceeds.  If Tenant shall
proceed under subdivision (b)
     hereof and if Tenant's share of the construction award shall be less than
the cost of restoration,
     the remainder of the award shall be applied in accordance with this
subdivision (d) to the
     extent necessary to defray the cost of restoration.

 SECTION 16.5  In the event of the taking of an easement or any other taking
which shall
be of an interest or estate in the land less than a fee simple (other than a
taking for temporary use
mentioned in Section 16.06 hereof), as a result of which the Demised Premises
shall be insufficient for
the economic use and reasonable continued operation thereof by Tenant, this
Lease shall terminate and
expire with the same force and effect as in the case of a taking pursuant to
Section 16.02 hereof.
Otherwise, such taking shall be deemed a taking insufficient to terminate this
Lease, and the division
of the award shall be governed by Section 16.03 in so far as that Section
shall be applicable; provided,
however, that if there shall be any payment or award predicated on a change in
the grade of a street
or avenue on which the Demised Premises abut, Tenant shall be entitled, after
making such change or
restoration as may be necessary and appropriate by reason of such change of
grade, to reimbursement
for the expense thereof to the extent of the net amount of any payment or
award actually received.
Any part of an award for change of grade which shall remain unexpended after
such restoration shall
be allocated between Landlord and Tenant, as their interests may appear. If
any award shall include
change of grade and any other item or element of damage, that part thereof
shall be applied in
accordance with this Section 16.06 which shall be specifically attributed to
change of grade by the
condemnation court (or condemnation commissioner or other body authorized to
make the award) or,
if not so attributed, shall be determined by agreement between the parties.

 SECTION 16.6  In the event of a taking of all or a part of the Demised
Premises for
temporary use, this Lease shall continue without change, as between Landlord
and Tenant, and Tenant
shall be entitled to the award made for such temporary use; provided that

      (a0 such award shall be apportioned between Landlord and Tenant as of
the date
     of the expiration of the then current or any renewed term or terms of
this Lease, and provided,
     further, that if any such award shall be in a lump sum or in installments
covering a period of
     time greater than three months, Tenant shall be entitled to a sum equal
to a maximum of three
     months' Net Rent and the balance of such award shall be deposited with
Landlord or Fee
     Mortgagee for payment to Tenant in equal quarter-annual installments; and

      (b0 Tenant shall be entitled to file and prosecute any claim against the
condemnor
     for damages and to recover the same, for any negligent use, waste or
injury to the Demised
     Premises throughout the balance of the then current term of this Lease.
The amount of
     damages so recovered shall be paid to Landlord or its Fee Mortgagee and
shall be distributed
     in the same manner as is provided in Section 15.02 hereof with respect to
proceeds of
     insurance.

 SECTION 16.7  In case of any taking mentioned in this Article 16, the entire
award shall
be paid to Landlord for distribution to the parties entitled thereto pursuant
to the provisions of this
Article 16.

                              ARTICLE 17
                        INTENTIONALLY OMITTED

                              ARTICLE 18
      ASSIGNMENTS, MORTGAGES AND SUBLEASES OF TENANT'S INTEREST

 SECTION 18.1  Tenant shall not assign, mortgage, pledge, encumber or otherwise
transfer all or any part of its interest in this Lease or the Demised Premises
except to the extent
specifically permitted by this Article 18.

 SECTION 18.2  A.   Tenant may, with Landlord's prior consent, not to be
unreasonably withheld or delayed, assign all of its interest in this Lease.
No assignment of this Lease
shall be effective unless and until an executed counterpart of such
assignment, in recordable form,
under which the assignee shall have assumed this Lease and agreed to perform
and observe the
covenants and conditions in this Lease contained on Tenant's part to be
performed and observed on
and after the date of such assignment, is delivered to Landlord.  Tenant shall
not be released and shall
remain liable in the event of any such assignment unless Landlord specifically
agrees to such release.
Landlord may collect Rent directly from any such assignee, provided that
Landlord shall apply the net
amount collected to the Rent reserved in this Lease.

     B.   If Tenant is a corporation, the transfer of a majority of the issued
and
outstanding capital stock of Tenant or the issuance of additional shares of
the Tenant such that if the
additional shares had first been issued to the existing shareholders of the
Tenant and then transferred
to the acquiring shareholders, such event would have constituted a transfer of
a majority of the issued
and outstanding capital stock of the Tenant within the meaning of this
Section, or, if Tenant is a
partnership or limited liability company, the transfer of a majority of the
total interest in Tenant,
however any of such corporate stock transfers or issuances or partnership or
limited liability company
interest transfers are accomplished, whether in a single transaction or in a
series of related or unrelated
transactions, such transactions shall be deemed an assignment of this Lease.
The transfer of
outstanding capital stock of Tenant, for purposes of this Section, shall not
include sale of such stock
by persons other than those deemed "insiders" within the meaning of the
Securities Exchange Act of
1934 as amended (the "ACT"), or the initial sale by Tenant of stock to persons
other than those deemed
"insiders" within the meaning of the act, provided in each such instance the
sale is effected through the
"Over the Counter Market" or through any recognized stock exchange.

 SECTION 18.3  A.   Tenant, in its sole and absolute discretion, shall have the
unrestricted right to sublet the Demised Premises for a use or uses permitted
by this Lease, in whole
or in part, to up to three (3) subtenants, without Landlord's consent, but
only for a term or terms
which shall expire prior to the expiration of the Term.  Tenant shall provide
Landlord with notice of
all such subleases entered into by Tenant, together with copies of the
subleases as executed, and all
such subleases shall prohibit the further subletting thereof without
Landlord's prior written consent.

     B.   In the event (i) Tenant desires to sublet a portion of the Demised
Premises such
that there would be, at any one time, more than three (3) subtenants, (ii)
Tenant desires to assign this
Lease, or (iii) Tenant desires to enter into a sublease the term of which
shall extend beyond the Term
of this Lease, then at least thirty (30) days prior to any such proposed
assignment or subletting, Tenant
shall submit to Landlord a statement containing the name and address of the
proposed assignee or
subtenant and all of the principal terms and conditions of the proposed
assignment or subletting
including but not limited to, the proposed commencement and expiration dates
of the term of the
sublease, the nature of the proposed assignee's or subtenant's business, and
such financial and other
information with respect to the proposed assignee or subtenant as Landlord may
reasonably request.
Landlord shall, within twenty (20) days of receipt thereof, provide notice to
Tenant that Landlord has
granted or withheld its consent to the proposed assignment or subletting, and
if Landlord withholds
its consent, the reasons therefor. Landlord shall not unreasonably withhold or
delay its consent,
provided that it shall not be deemed unreasonable for Landlord to withhold its
consent to any sublease
or assignment if:

      (1) the purposes for which the proposed subtenant or assignee intends to
use the
     Demised Premises are uses not expressly permitted by this Lease or are
prohibited by this
     Lease;

      (2) the proposed sublease or assignment shall not prohibit any further
assignment
     or subletting;

      (3) Tenant shall be in default beyond any cure periods in the
performance of any
     of its obligations under this Lease either at the time Landlord's consent
to such subletting or
     assignment is requested or at the commencement of the term of any
proposed sublease or upon
     the effective date of any such assignment;

      (4) Tenant shall fail or refuse to reimburse Landlord for any reasonable
costs that
     may be incurred by Landlord in connection with said sublease or
assignment, including without
     limitation, the costs of making investigations as to the acceptability of
a proposed subtenant
     or assignee; or

          (5)  the sublease is for a term extending beyond the expiration date
of this Lease.

     C.   If Tenant obtains Landlord's consent to the assignment of this Lease
or the
subletting of the Demised Premises, prior to the effective date of such
assignment or subletting, Tenant
shall deliver to Landlord: (i) in the case of an assignment, a duplicate
original instrument of the
assignment theretofore approved by Landlord, duly executed by Tenant and
assignee, in which the
assignee assumes the observance and performance of, and agrees to be bound by,
all of the terms,
covenants and conditions of this Lease on Tenant's part to be observed and
performed, and (ii) in the
case of a subletting an executed duplicate original of the sublease
theretofore approved by Landlord.
No assignment or subletting shall be effective unless Tenant and assignee have
complied with the
requirements of this Section 18.03(C).

 SECTION 18.4  Tenant shall deliver to Landlord, on request, in duplicate,
within ninety
(90) days after the end of each fiscal year, a statement of income and
expenses for such fiscal year, and
a rent schedule showing all subleases and the duration of the respective terms
thereof, with respect to
the operation of the Demised Premises, which statement shall be certified by
Tenant or an executive
officer of Tenant as being true, correct and complete.

 SECTION 18.5  A.   If an Event of Default on the part of Tenant shall occur,
effective
as of the date of termination of this Lease pursuant to the last notice
provided in Section 19.01 hereof
(terminating this Lease twenty (20) days thereafter), Tenant shall be deemed
to have assigned to
Landlord all of its right, title and interest in and to all present and future
subleases and all rents due
and to become due thereunder, and shall deliver all security deposits held
thereunder to Landlord.
After the effective date of such assignment, Landlord shall apply any net
amount collected by it from
sublessees to the Net Rent or additional rent due under this Lease.  No
collection of rent by Landlord
from an assignee of this Lease or from a sublessee shall constitute a waiver
of any of the provisions
of this Article or an acceptance of the assignee or sublessee as a tenant or a
release of Tenant from
performance by Tenant of its obligations under this Lease.  In the event of
the failure of any sublessee
to pay rent to Landlord pursuant to the foregoing assignment after the
occurrence of an Event of
Default, any such rent thereafter collected by Tenant shall be deemed to
constitute a trust fund for the
benefit of Landlord. In the event, however, that Tenant shall have remedied
such Event of Default,
such assignment shall be and deemed to be terminated and Tenant shall be
deemed to be reinstated
with all of the rights with respect to said subleases and rents.

     B.   Tenant shall not directly or indirectly collect or accept any
payment of rent
(other than additional rent) under any sublease more than one (1) month in
advance of the date when
the same shall become due, and such rent, in the case of any future sublease,
shall be payable monthly,
except that in case of a sublease where the sublessor is required to make
tenant changes or alterations
at such sublessor's expense, such sublessor may collect advance rent for an
amount not in excess of
one year's rent or the estimated cost of the work, whichever is less.

                              ARTICLE 19
             CONDITIONAL LIMITATIONS--DEFAULT PROVISIONS

 SECTION 19.1  If any one or more of the following events ("EVENTS OF
DEFAULT") shall
occur:

     (a0  if default shall be made in the due and punctual payment of any Net
Rent or additional
     rent payable under this Lease or any part thereof, when and as the same
shall become due and
     payable, and such default shall continue for a period of ten (10)
business days after written
     notice from Landlord to Tenant specifying the items in default, provided
that upon the third
     (3rd) default in any twelve (12) month period, no notice shall be
required; or

     (b0  if default shall be made by Tenant in the performance or compliance
with any of the
     agreements, terms, covenants or conditions in this Lease (other than
those referred to in
     Section 19.01(a)) for a period of twenty (20) business days after notice
from Landlord to
     Tenant specifying the items in default, or in the case of a default or a
contingency which cannot
     with due diligence be cured within said twenty (20) business day period,
Tenant fails to
     proceed within said twenty (20) business day period to commence to cure
the same and
     thereafter to prosecute the curing of such default with due diligence; or

     (c0  subject to the provisions of Section 19.02 hereof, if Tenant shall
file a voluntary
     petition in bankruptcy or shall be adjudicated a bankrupt or insolvent,
or shall file any petition
     or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation,
     dissolution or similar relief under the present or any future federal
bankruptcy act or any other
     present or future federal, state or other bankruptcy or insolvency
statute or law, or shall seek
     or consent to or acquiesce in the appointment of any bankruptcy or
insolvency trustee, receiver
     or liquidator of Tenant or of all or any substantial part of its
properties or of the Demised
     Premises; or

     (d0  subject to the provisions of Section 19.02 hereof, if a proceeding
is commenced against
     Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation,
     dissolution or similar relief under the present or any future federal
bankruptcy act or any other
     present or future federal, state or other bankruptcy or insolvency
statute or law and such
     proceeding shall not have been dismissed within sixty (60) days after
notice from Landlord to
     Tenant of an intention to terminate this Lease for failure to remove the
condition in question
     or if, within sixty (60) days after the appointment of any trustee,
receiver or liquidator of
     Tenant or of all or substantially all of its properties or of the Demised
Premises, such
     appointment shall not have been vacated or stayed on appeal or otherwise,
or if, within sixty
     (60) days after the expiration of any such stay, such appointment shall
not have been vacated,
     within sixty days (60) after notice (to be given not before the
expiration of said sixty (60) days
     period) from Landlord to Tenant of an intention to terminate this Lease
for failure to remove
     the condition in question;

 Then and in any such event Landlord at any time thereafter may give written
notice to Tenant
specifying such Event of Default and stating that this Lease and the Term
hereby demised shall expire
and terminate on the date specified in such notice, which shall be at least
ten (10) days after the giving
of such notice (provided that with respect to an Event of Default described in
Section 19.01(c) or (d),
no such notice need be given), and upon the date specified in such notice (or,
if no notice is required,
upon the expiration of the time period set forth in Section 19.01(c) or (d))
this Lease and the Term
hereby demised and all rights of Tenant under this Lease, including any
renewal privileges whether or
not exercised, shall expire and terminate, and Tenant shall remain liable as
hereinafter provided.

 SECTION 19.2  Upon any such expiration or termination of this Lease, Tenant
shall quit
and peacefully surrender the Demised Premises to Landlord, and Landlord, at
any time after any such
expiration or termination, may without further notice, enter upon the Demised
Premises and repossess
the same, by force, summary proceedings, ejectment or otherwise, and may
dispossess Tenant and
remove Tenant and all other persons and property from the Demised Premises and
may have, hold and
enjoy the Demised Premises and the right to receive all rental income therefrom.

 SECTION 19.3  At any time or from time to time after any such expiration or
termination, Landlord may relet the Demised Premises or any part thereof for
such term or terms
(which may be greater or less than the period which would otherwise have
constituted the balance of
the Term of this Lease) and on such conditions (which may include concessions
or free rent and
alterations of the Demised Premises) as Landlord, in its discretion, may
determine and may collect and
receive the rents therefor.  Landlord shall in no way be responsible or liable
for any failure to relet the
Demised Premises or any part thereof, or for any failure to collect any rent
due upon any such
reletting.

 SECTION 19.4  A.   No such expiration or termination of this Lease shall
relieve
Tenant of its obligations hereunder, and such obligations shall survive any
such expiration or
termination. In the event of any such expiration or termination, whether or
not the Demised Premises
or any part thereof shall have been relet, Tenant shall pay to Landlord the
Net Rent and all other
charges required to be paid by Tenant up to the time of such expiration or
termination of this Lease,
and thereafter Tenant, until the end of what would have been the Term of this
Lease in the absence
of such expiration or termination, shall be liable to Landlord for, and shall
pay to Landlord, as and for
liquidated and agreed current damages for Tenant's default, the equivalent of
the amount of the Net
Rent and the other rent and charges which would be payable under this Lease by
Tenant if this Lease
were still in effect, less the net proceeds of any reletting effected pursuant
to the provisions of Section
19.04 hereof, after deducting all Landlord's expenses in connection with such
reletting, including,
without limitation, all repossession costs, brokerage and management
commissions attributable to the
period expiring when the Term would have expired, operating expenses,
reasonable attorneys' fees,
alteration costs, and expenses of preparation for such reletting.

     B.   Tenant shall pay such current damages (herein called the
"DEFICIENCY") to
Landlord monthly on the days on which the Net Rent would have been payable
under this Lease if this
Lease were still in effect, and Landlord shall be entitled to recover from
Tenant each monthly
deficiency as the same shall arise.

     C.   At any time after any such expiration or termination, in lieu of
collecting any
further monthly deficiencies as aforesaid, Landlord may, at Landlord's option,
recover from Tenant,
and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed
final damages for
Tenant's default, an amount equal to the average annual amount of the Net Rent
and all additional rent
paid by Tenant to Landlord during the two (2) years prior to such expiration
or termination.

     D.   If the Demised Premises or any part thereof is re-let by Landlord
for the
unexpired term of this Lease or any part thereof, before presentation of proof
of such liquidated
damages to any court, commission or tribunal, the amount of rent reserved upon
such re-letting shall
prima facie be deemed to be the fair and reasonable rental value for the
portion of the premises so re-
let during the term of the re-letting.  Nothing herein contained shall limit
or prejudice the right of
Landlord to prove for and obtain as liquidated damages by reason of such
termination, an amount
equal to the maximum allowed by any statute or rule of law then in effect.

 SECTION 19.5  Except as is herein otherwise provided Tenant, for and on
behalf of itself
and all-persons claiming through or under Tenant (including any leasehold
mortgagee or other
creditor), waives any and all right of redemption, re-entry or re-possession.
The terms "ENTER", "RE-
ENTER", "ENTRY" or "RE-ENTRY" as used in this Lease are not restricted to
their technical legal meanings.

 SECTION 19.6  No failure by Landlord to insist upon the strict performance of
any
agreement, term, covenant or condition hereof or to exercise any right or
remedy consequent upon
a breach thereof, and no acceptance of full or partial rent during the
continuance of any such breach,
shall constitute a waiver of any such breach or of such agreement, term,
covenant or condition. No
agreement, term, covenant or condition hereof to be performed or complied with
by Tenant, and no
breach thereof, shall be waived, altered or modified except by a written
instrument executed by
Landlord. No waiver of any breach shall affect or alter this Lease, but each
and every agreement, term,
covenant and condition hereof shall continue in full force and effect with
respect to any other then
existing or subsequent breach thereof.

 SECTION 19.7  In the event of any breach or threatened breach by Tenant of
any term,
covenant or condition contained in this Lease, Landlord shall be entitled to
enjoin such breach or
threatened breach and shall have the right to invoke any right and remedy
allowed at law or in equity
or by statute or otherwise as though re-entry, summary proceedings, and other
remedies were not
provided for in this Lease.

 SECTION 19.8  Each right and remedy provided for in this Lease shall be
cumulative
and in addition to every other right or remedy provided for in this Lease or
now or hereafter existing,
at law or in equity, and the exercise by Landlord or Tenant of any one or more
of the rights or
remedies provided for in this Lease or now or hereafter existing at law or in
equity shall not preclude
the simultaneous or later exercise by the party in question of any or all
other rights or remedies
provided for in this Lease or now or hereafter existing at law or in equity.

 SECTION 19.9  A.   Notwithstanding the provisions of this Lease to the
contrary,
in the event Tenant shall file a petition under Chapter 11 of the Bankruptcy
Code, Tenant's trustee or
Tenant, as debtor-in-possession, shall, unless otherwise ordered by the
Bankruptcy Court, elect to
assume this Lease at or prior to the earlier of: (i) 180 days after the date
of filing of such petition, and
(ii) confirmation of a plan under Chapter 11. In the absence of an election to
assume within such time
period, Tenant's trustee or Tenant, as debtor-in-possession, shall be deemed
to have rejected this
Lease. In the event Tenant, Tenant's trustee or Tenant, as
debtor-in-possession, has failed to perform
all of Tenant's obligations under this Lease within the time periods (subject
to the notices and grace
periods provided for herein) required for such performance, no election by
Tenant's trustee or Tenant,
as debtor-in-possession, to assume this Lease shall be effective unless each
of the following conditions
has been satisfied:

      (i) Tenant's trustee or Tenant, as debtor-in-possession, has cured all
defaults under
     this Lease susceptible of being cured by the payment of money, or has
provided Landlord with
     Assurance (as defined below) that it will cure all defaults susceptible
of being cured by the
     payment of money within ten (10) days from the date of such assumption
and that it will,
     promptly after the date of such assumption, commence to cure all other
defaults under this
     Lease which are susceptible of being cured by the performance of any act
and will diligently
     pursue completion of such curing;

      (ii) Tenant's trustee or Tenant, as debtor-in-possession, has
compensated, or has
     provided Landlord with Assurance that within ten (20) days from the date
of such assumption
     it will compensate, Landlord for any actual pecuniary losses incurred by
Landlord arising from
     the default of Tenant, Tenant's trustee or Tenant, as
debtor-in-possession, as indicated in any
     statement of actual pecuniary loss sent by Landlord to Tenant's trustee
or Tenant, as debtor-in-
     possession, such statement, however, not to be deemed a binding and
conclusive determination
     or computation of the amount of such loss; Tenant's trustee or Tenant, as
debtor-in-
     possession, has provided Landlord with Assurance of the future
performance of each of the
     obligations under this Lease of Tenant, Tenant's trustee or Tenant, as
debtor-in-possession;
     and

      (iii)    Such assumption will not breach or cause a default under any
provision of any
     other lease, mortgage, financing agreement or other agreement by which
Landlord is bound
     relating to the Demised Premises.
     B.   For purposes of this paragraph, Landlord and Tenant acknowledge that
"Assurance" shall mean either: (x) Tenant's trustee or Tenant, as
debtor-in-possession, has and will
continue to have reasonably sufficient unencumbered assets after the payment
of all secured obligations
and administrative expenses to reasonably assure Landlord that sufficient
funds will be available to
fulfill the obligations of Tenant under this Lease; or (y) Tenant's trustee or
Tenant, as debtor-in-
possession, has deposited with Landlord, as security, an amount equal to two
(2) installments of Rent
(at the rate then payable) which shall be applied to installments of Rent in
the inverse order of their
maturity; or (z) the Bankruptcy Court shall have entered an order granting to
Landlord a valid and
perfected first lien and security interest in property of Tenant, Tenant's
trustee or Tenant, as debtor-in-
possession, having a fair market value as determined by the Bankruptcy Court
appraiser at least equal
to two (2) installments of Rent (at the rate then payable).
     C.   If Tenant's trustee or Tenant, as debtor-in-possession, has assumed
this Lease
pursuant to the terms and provisions of Subparagraph (1) of this Paragraph (b)
for the purpose of
assigning (or elects to assign) this Lease, this Lease may be so assigned only
if the proposed assignee
has provided adequate assurance of future performance of all of the terms,
covenants and conditions
of this Lease to be performed by Tenant. As used herein "adequate assurance of
future performance"
shall mean that each of the following conditions has been satisfied:
      (i) The proposed assignee shall have paid to Landlord an amount equal to
six (6)
     months of basic annual Rent at the rate then payable;
      (ii) The proposed assignee has furnished Landlord with either: a current
financial
     statement audited or reviewed by a certified public accountant indicating
a net worth and
     working capital in amounts which Landlord reasonably determines to be
sufficient to assure
     the future performance by such assignee of Tenant's obligations under
this Lease; or a
     guarantee or guarantees, in form and substance reasonably satisfactory to
Landlord, from one
     or more persons with a net worth equal to or in excess of $3,000,000.00
in the aggregate;
      (iii)    Landlord has obtained all consents or waivers from others
required under any
     lease, mortgage, financing arrangement or other agreement by which
Landlord is bound to
     permit Landlord to consent to such assignment, Landlord to use its
reasonable efforts to obtain
     such consents or waivers; and The proposed assignment will not release or
impair any guaranty
     of the obligations of Tenant (including the proposed assignee) under this
Lease.
     D.   When, pursuant to the Bankruptcy Code, Tenant's trustee or Tenant,
as debtor-
in-possession, shall be obligated to pay reasonable use and occupancy charges
for the use of the
Demised Premises (as distinguished from Rent under this Lease while this Lease
continues in force and
effect), such charges shall be not less than the Rent payable by Tenant under
this Lease.
     E.   Neither the whole nor any portion of Tenant's interest in this Lease
or its estate
in the Demised Premises shall pass to any trustee, receiver, assignee for the
benefit of creditors, or any
other person or entity or otherwise by operation of law under the laws of any
state having jurisdiction
of the person or property of Tenant (excluding Section 18.02.B of this Lease)
unless Landlord shall
have consented to such transfer in writing. No acceptance by Landlord of rent
or any other payments
from any such trustee, receiver, assignee, or other person or entity shall be
deemed to constitute such
consent by Landlord nor shall it be deemed a waiver of Landlord's right to
terminate this Lease and
recover possession of the Demised Premises for any transfer of Tenant's
interest under this Lease
without such consent.

                              ARTICLE 20
                           SECURITY DEPOSIT

 SECTION 20.1  Simultaneously with the execution and delivery of this Lease,
Tenant
shall deposit with Landlord the sum of Thirty Thousand ($30,000.00) Dollars as
security for the
performance and observance by Tenant of Tenant's covenants and obligations
under this Lease.  If the
security is deposited in cash, Landlord shall provide notice to Tenant of the
institution where such
security is being held and of any transfers of the security.

 SECTION 20.2  Upon the occurrence of an Event of Default, Landlord may use,
apply
or retain the whole or any part of the security so deposited to the extent
required for the payment of
any Rent as to which Tenant is in default or for any sum which Landlord may
expend or may be
required to expend by reason of Tenant's default.  In the event Landlord
applies or retains any portion
or all of the security delivered hereunder, Tenant shall forthwith restore the
amount so applied or
retained so that at all times the amount deposited shall be not less than the
security set forth in Section
20.01.

 SECTION 20.3  Provided that no uncured Event of Default exists as of the
Expiration
Date, the security shall be returned to Tenant reasonably promptly after the
date fixed as the end of
the Term and after delivery to Landlord of possession of the Demised Premises.
 In the event of any
sale, transfer or leasing of Landlord's interest in the Demised Premises,
Landlord shall have the right
to transfer the unapplied part of the security and the interest thereon, if
any, to which Tenant is
entitled, or any interest it may have in the Security Letter, as the case may
be, to the vendee, transferee
or lessee and Landlord shall thereupon be released by Tenant from all
liability for the return or
payment thereof, and Tenant shall look solely to the new landlord for the
return or payment of same.
The provisions of the preceding sentence shall apply to every sale, transfer
or leasing of the Demised
Premises, and any successor of Landlord may, upon a sale, transfer, leasing or
other cessation of the
interest of such successor in the Improvements, whether in whole or in part,
pay over any unapplied
part of said security or any interest it may have in the Security Letter, as
the case may be, to any
vendee, transferee or lessee of the Improvements, and shall thereupon be
relieved of any liability with
respect thereto.

 SECTION 20.4  A.   In lieu of the cash security deposit provided for in
Section 20.01,
Tenant may at any time during the Term deliver to Landlord and shall
thereafter, except as otherwise
provided herein, maintain in effect at all times during the Term, a clean,
stand-by, irrevocable letter
of credit in form and substance reasonably satisfactory to Landlord, in the
amount of the security
required pursuant to this Article 20, and if the issuing bank is not a member
of the New York Clearing
House Association, confirmed by Citibank, N.A. or another bank reasonably
satisfactory to Landlord
which is a member of the New York Clearing House Association.  Such letter of
credit shall have an
expiration date no earlier than the first anniversary of the date of issuance
thereof and shall be
automatically renewed from year to year unless terminated by the issuer
thereof by notice to Landlord
given by certified or registered mail, return receipt requested not less than
sixty (60) days prior to the
expiration thereof.  Except as otherwise provided in this Article 20, Tenant
shall, throughout the Term
deliver to Landlord, in the event of the termination of any such letter of
credit, replacement letters of
credit acceptable to Landlord in lieu thereof (each such letter of credit and
each such extension or
replacement thereof, as the case may be, is hereinafter referred to as a
"SECURITY LETTER") no later than
sixty (60) days prior to the expiration date of the preceding Security Letter.
 If a replacement Security
Letter has not been delivered to Landlord on or prior to the date which is
thirty (30) days prior to the
expiration date of the then existing Security Letter, Landlord may draw upon
the Security Letter and
hold the cash as the security deposit hereunder.  The term of each such
Security Letter shall be not less
than one (1) year and shall be automatically renewable from year to year as
aforesaid.  Each Security
Letter shall provide that the full amount thereof may be drawn down by
Landlord upon presentation
to the issuing or confirming bank of Landlord's sight draft drawn on the
issuing bank.

                              ARTICLE 21
                    CONDITION OF DEMISED PREMISES

 No representations with respect to the condition or use of the Demised
Premises were made
by or on behalf of Landlord prior to or upon the execution of this Lease.
Tenant has accepted and is
in possession of the Demised Premises in their as-is condition as of the date
hereof.  Any
improvements existing on the Demised Premises on or prior to the Commencement
Date shall continue
to be owned in fee by the Landlord.

                              ARTICLE 22
                               NOTICES

 Any and all notices, demands, requests, submissions or other communications
or documents
required to be given, delivered or served or which may be given, delivered or
served under or by the
terms and provisions of this Lease or pursuant to law or otherwise, shall be
in writing and shall be
deemed sufficiently given or rendered if delivered by hand (against an
affidavit of delivery) or by a
nationally recognized overnight courier (against a receipt for delivery) or if
sent by registered or
certified mail (return receipt requested) addressed: if to Tenant, at Tenant's
address set forth herein,
Attn: Mr. Mitchell Binder, with a copy to Squadron, Ellenoff, Plesent &
Sheinfeld LLP, 551 Fifth
Avenue, New York, New York 10176, Attn: Michael Kleinerman, Esq., or if to
Landlord, at
Landlord's address set forth herein, Attn: Mr. Jan Berman,  with a copy to
Weinberg, Kaley, Gross
& Pergament, L.L.P., 400 Garden City Plaza, Garden City, New York 11530, Attn:
Howard Gross,
Esq., and to any Fee Mortgagee as Landlord may reasonably designate or to such
other address(es)
and with such other copies as either Landlord or Tenant may reasonably
designate as its new
address(es) or additional address(es) for such purposes by notice given to the
other in accordance with
the provisions of this Article 22.  Any such bill, statement, consent, notice,
demand, request or other
communication shall be deemed to have been rendered or given (a) on the date
it shall have been
received, if delivered by hand, on the next business day after deposit with a
reputable overnight
delivery courier or (c) on the fourth (4th) day after mailing as provided
above, if delivered by mail.
Each party may have counsel deliver notices to each other with the same force
and effect as if given
by the party represented by such counsel.

                              ARTICLE 23
                               HOLDOVER

 Any holding over for a period after the expiration of the Term hereof shall
be construed to be
a tenancy from month-to-month at a rental factor equal to (a) One Hundred
Fifty (150%) percent of
the Net Rental due hereunder immediately prior to the expiration of the Term
plus (b) all additional
rents, as specified herein (pro-rated on a monthly basis), and shall otherwise
be on the terms and
conditions herein specified, so far as same are applicable.  Notwithstanding
the foregoing, and in
addition thereto, Landlord's acceptance of the foregoing payments shall not
limit its right to evict
Tenant from the Demised Premises as a holdover.

                              ARTICLE 24
                           QUIET ENJOYMENT

 Tenant, upon paying the Net Rent and all additional rent and other charges
herein provided for
and observing and keeping all covenants, agreements and conditions of this
Lease on its part to be
kept, observed and performed, shall quietly have and enjoy the Demised
Premises during the Term
without hindrance or molestation by anyone claiming by, through or under
Landlord, subject to the
exceptions, reservations and conditions of this Lease.  In furtherance of the
foregoing, Landlord shall
not, during the Term of this Lease, change the zoning of the Demised Premises,
apply for any
variances, grant any easements or rights of way, change the site plan,
subdivide to Demised Premises
or take any other similar actions with respect to the Demised Premises, which
has the effect of
increasing the costs to Tenant of performing its obligations hereunder or
operating its business therein.

                              ARTICLE 25
                        EXCAVATION AND SHORING

 SECTION 25.1  If any excavation shall be made or contemplated to be made for
building
or other purposes upon property or streets adjacent to or nearby the Demised
Premises, Tenant shall
either: (i) afford to the person or persons causing or authorized to cause
such excavation the right to
enter upon the Demised Premises for the purpose of doing such work as such
person or persons shall
consider to be necessary to preserve any of the walls or structures of the
improvements on the
Demised Premises from injury or damage and to support the same by proper
foundations, or  (ii) at
Tenant's expense, do or cause to be done all such work as may be necessary to
preserve any of the
walls or structures of the improvements on the Demised Premises from injury or
damages and to
support the same by proper foundations.  Tenant shall not, by reason of any
such excavation or work,
have any claim against Landlord for damages or indemnity or for suspension,
diminution, abatement
or reduction of rent under this Lease.

 SECTION 25.2  Landlord hereby assigns to Tenant, without recourse, such
rights, if any,
as Landlord may have against any parties causing damage to the improvements on
the Demised
Premises to sue for and recover amounts expended by Tenant as a result of such
damage.

                              ARTICLE 26
                          NO RENT ABATEMENT

 SECTION 26.1  No abatement, diminution or reduction of Net Rent, additional
rent or
charges shall be claimed by or allowed to Tenant or any person claiming under
Tenant, under any
circumstances, whether for inconvenience, discomfort, interruption of
business, or otherwise, arising
from the making of alterations, changes, additions, improvements or repairs to
any building or
buildings now on or which may hereafter be erected on the Demised Premises, by
virtue or because
of any present or future Legal Requirement or for any other cause or reason.

                              ARTICLE 27
                           WAIVER OF CLAIMS

 Tenant hereby waives any claim against Landlord which Tenant may have based
upon any
assertion that Landlord has unreasonably withheld or delayed any consent or
approval requested by
Tenant, and Tenant agrees that its sole remedy in connection therewith shall
be an action or
proceeding for specific performance, injunction or declaratory judgment.  In
the event Landlord is
determined to have unreasonably withheld its consent, the requested consent or
approval shall be
deemed to have been granted, however, Landlord shall have no liability of any
kind to Tenant for its
refusal or failure to give such consent or approval except for Landlord's
actual bad faith and malice
and unless the following shall occur: (a) Tenant shall give Landlord written
notice (the "DAMAGES
NOTICE") no later than thirty (30) days after Landlord shall have refused to
grant its consent, time being
of the essence, which notice shall specify (i) the reason that Tenant believes
that Landlord's failure to
give such consent is unreasonable, (ii) the grounds, based upon Tenant's
available knowledge, that
Tenant believes Landlord's decision was caused by its malice and bad faith,
and (iii) the amount of
damages Tenant believes it incurred by reason of Landlord's decision, and the
failure by Tenant to
deliver the Damages Notice within such thirty (30) day time period shall
automatically be deemed a
waiver of any right to seek any damages against Landlord for the failure or
refusal to grant such
consent; (b) Landlord shall have failed to grant such consent or approval
within ten (10) business days
(the "DAMAGES CURE PERIOD") after having received the Damages Notice; (c)
Tenant shall commence
suit against Landlord in a court of competent jurisdiction in Suffolk County,
New York no later than
one hundred twenty (120) days after the expiration of the Damages Cure Period;
and (d) there shall
be a final determination in such court (after exhaustion of any appeals) that
Landlord's refusal to grant
such consent was caused by Landlord's malice and bad faith.  Without
limitation of the scope of
Landlord's discretion, no decision of Landlord will be deemed to result from
bad faith or malice if such
decision requires the consent of any Fee Mortgagee and the Fee Mortgagee
refuses to give, withholds
or delays such consent.

                              ARTICLE 28
                        ESTOPPEL CERTIFICATES

 SECTION 28.1  Tenant shall, without charge, at any time and from time to time,
within fifteen days after request by Landlord or any Fee Mortgagee, certify by
written instrument,
duly executed, acknowledged and delivered to Landlord or Fee Mortgagee, or any
other person,
firm or corporation specified by Landlord:

      (a) that this Lease is unmodified and in full force and effect, or, if
there have
     been any modifications, that the same is in full force and effect as
modified and stating the
     modifications;

      (b) whether or not there are then existing any set-offs or defenses
against the
     enforcement of any of the agreements, terms, covenants or conditions
hereof and any
     modifications hereof upon the part of Tenant to be performed or complied
with, and, if so,
     specifying the same;

      (c) the dates, if any, to which the Net Rent and additional rent and other
     charges hereunder have been paid in advance;

      (d) the date of expiration of the current term;

      (e) the Net Rent then payable under this Lease; and

          (f)  such other information as may be reasonably requested.

 SECTION 28.2  Landlord shall, without charge, at any time and from time to
time,
within fifteen days after request by Tenant certify by written instrument,
duly executed,
acknowledged and delivered to Tenant or any other person, firm or corporation
specified by
Tenant:

          (a)  that this Lease is unmodified and in full force and effect, or,
if there shall
     have been modifications, that the same is in full force and effect as
modified and stating the
     modifications;

      (b) whether or not there are then existing, any set-offs or defenses
against the
     enforcement of any of the agreements, terms, covenants or conditions
hereof and any
     modifications hereof upon the part of Tenant to be performed or complied
with, and if so,
     specifying the same;

      (c) the dates, if any, to which the Net Rent and additional rent and other
     charges have been paid in advance;

      (d) the date of expiration of the current term;

      (e) the Net Rent then payable under this Lease; and

          (f)  such other information as may be reasonably requested.

                              ARTICLE 29
            SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

 SECTION 29.1  Landlord represents and warrants that, as of the date hereof,
there
are no Fee Mortgages affecting the Demised Premises.  Nothing herein contained
shall limit
Landlord's right to place any mortgage on the interests of Landlord in the
Demised Premises
including, without limitation, any modifications, consolidations, extensions,
renewals and
replacements thereof.

 SECTION 29.2  A.   This Lease shall be subject and subordinate to each and
every
Fee Mortgage, provided and upon the condition that Landlord shall obtain from
each such Fee
Mortgagee a subordination, non-disturbance and attornment agreement, in the
standard form then-
customarily employed by such Fee Mortgagee and otherwise reasonably acceptable
to Tenant (or,
if none, a form selected by Landlord which is reasonably satisfactory to
Tenant and such Fee
Mortgagee), and Tenant agrees to execute, acknowledge and deliver same with
reasonable
promptness.

     B.   If the holder of any Fee Mortgage, or any designee of any such
holder, shall
succeed to the rights of Landlord under this Lease, whether through possession
or foreclosure
action or delivery of a new lease or deed, then at the request of such party
so succeeding to
Landlord's rights (herein called "Successor Landlord"), Tenant shall
automatically attorn to and
recognize such Successor Landlord as Tenant's landlord under this Lease and
shall promptly
execute and deliver any instrument (herein called "Attornment Agreement") that
such Successor
Landlord may reasonably request to evidence such attornment.  Upon such
attornment this Lease
shall continue in full force and effect as a direct lease between the
Successor Landlord and Tenant
upon all of the terms, conditions and covenants as are set forth in this
Lease, except that the
Successor Landlord shall not (a) be liable for any previous act or omission of
Landlord under this
Lease; (b) be subject to any offset, not expressly provided for in this Lease,
which theretofore shall
have accrued to Tenant against Landlord; (c) be bound by any previous
modification of this Lease
or by any previous prepayment of more than one month's Rental, unless such
modification or
prepayment shall have been expressly approved in writing by the holder of the
Fee Mortgage; or
(d) be obligated to make any improvements to, or perform any work at, or
furnish any services to,
the Demised Premises.

 SECTION 29.3  If any act or omission of Landlord would give Tenant the right,
immediately or after lapse of a period of time, to cancel or terminate this
Lease, or to abate the
payment of Rent or to claim a partial or total eviction, Tenant shall not
exercise such right (a) until
it has given written notice of such act or omission to Landlord and each Fee
Mortgagee; provided
the name and address of any such Fee Mortgagee shall previously have been
furnished to Tenant,
and (b) until thirty (30) days shall have elapsed following the giving of such
notice if the same can
be remedied within such thirty (30) day period or if the same cannot be
remedied within thirty (30)
days until a reasonable period of time (but in not event more than ninety (90)
days) has elapsed to
cure provided such cure has commenced within the thirty (30) day period, and,
further, provided
the Fee Mortgagee shall with due diligence continue to remedy such act or
omission.

                              ARTICLE 30
                WAIVER OF JURY TRIAL AND COUNTERCLAIMS

 SECTION 30.1  Landlord and Tenant hereby waive trial by jury of any and all
issues
arising in any action or proceeding connected with this Lease or any
negotiations in connection
therewith.  In case Landlord shall commence summary proceedings or an action
for non-payment
of rent or additional rent hereunder against Tenant, Tenant shall not
interpose any counterclaim of
any nature or description in any such proceeding or action, but shall be
relegated to an independent
action at law.

                              ARTICLE 31
                     DEFINITION OF CERTAIN TERMS

 SECTION 31.1  For purposes of this Lease, unless the context otherwise
requires:

 (a) The term "LANDLORD" as used herein shall mean only the owner for the time
being
of the Demised Premises, so that in the event of a sale, transfer, conveyance
or other termination
of Landlord's interest in the Demised Premises Landlord shall be and hereby is
entirely freed and
relieved of all liability of Landlord hereunder, arising and accruing under
this Lease from and after
the date of such sale transfer conveyance, or other termination of Landlord's
interest in the
Demised Premises and in such event Landlord shall remit to the trustee acting
or to act pursuant to
Section 5.08 hereof any funds held by Landlord (other than any security
deposit) in which Tenant
has an interest, but if there shall then be no such trustee Landlord may remit
such funds to the
successor owner of the Demised Premises and shall remit to the successor owner
any security
deposit or security letter of credit deposited with Landlord.  Landlord shall
remain liable for any
such moneys not so remitted. It shall be deemed and construed without further
agreement between
the parties or their successors in interest, or between the parties and such
successor owner of the
Demised Premises, that such successor owner has assumed and agreed to carry
out any and all
agreements, covenants and obligations of Landlord hereunder.

 (b) Any reference herein to "THE TERMINATION OF THIS LEASE" shall be deemed
to include
any termination hereof by expiration, or pursuant to Article 15, 16 or 19
hereof, or otherwise.

 (c) The term "FEE MORTGAGE", whether or not used in combination with other
qualifying words, shall include a deed of trust to a trustee to secure an
issue of bonds, debentures,
notes or other obligations, and the term "FEE MORTGAGEE", when used with
reference to a
mortgage, shall include the trustee under a deed of trust and, when
appropriate, the holder or
holders of the bonds, debentures, notes or other obligations secured thereby.

 (d) The term "UNAVOIDABLE DELAYS" shall mean delays due to strikes, acts of
God,
scarcity of labor or materials, governmental restrictions, enemy action, civil
commotion, fire,
casualty or other causes beyond the reasonable control of Tenant.

                              ARTICLE 32
                               BROKERS

 Landlord and Tenant each represent and warrant to the other that it has not
dealt with any
broker or other person in connection with this Lease other than Corporate
National Realty (the
"BROKER").  In executing and delivering this Lease, Landlord and Tenant have
each relied upon the
foregoing representation and warranty.  Landlord and Tenant shall each
indemnify and hold the
other harmless from and against any and all claims for commissions, fees,
reimbursement for
expenses or other compensation by reason of its breach of the foregoing
representation and
warranty and for any and all costs incurred by the other in connection with
such claims, including,
without limitation, reasonable attorneys' fees and disbursements. Tenant shall
pay the
compensation payable to the Broker in accordance with a separate agreement or
agreements
among Tenant and the Broker.  This provision shall survive the expiration or
earlier termination of
this Lease.

                              ARTICLE 33
                         CONSENT OF LANDLORD

 Where any provision of this Lease requires the consent or approval of
Landlord, except as
may be set forth herein to the contrary, Landlord agrees that Landlord will
not unreasonably
withhold or delay such consent or approval. Where any provision of this Lease
requires Tenant to
do anything to the satisfaction of Landlord, Landlord agrees that Landlord
will not unreasonably
refuse to state Landlord's satisfaction of such action by Tenant.

                              ARTICLE 34
                        PAYMENTS UNDER PROTEST

 In case of any dispute between Landlord and Tenant with respect to the amount
of money
payable by Tenant to Landlord under the provisions of this Lease, Tenant may
make payment
under protest and, in such event, may assert and prosecute a claim or claims
for the recovery of the
sum, or any part thereof, that shall have been so paid by Tenant under protest.

                              ARTICLE 35
                            GOVERNING LAW

 This Lease shall be construed and enforced in accordance with the laws of the
State of
New York, and any action or proceeding hereunder shall be brought and
maintained only within
the County of Suffolk, State of New York. Tenant expressly warrants and
represents that it will
not record this Lease.

                              ARTICLE 36
                         NO ORAL MODIFICATION

 All prior understandings and agreements between the parties are merged with
this Lease
which fully and completely sets forth the understanding of the parties; and
this Lease may not be
changed or terminated orally or in any manner other than by an agreement in
writing and signed by
the party against whom enforcement of the change or termination is sought.

                              ARTICLE 37
           COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES

 The covenants and agreements herein contained shall bind and inure to the
benefit of
Landlord, its successors and assigns, and Tenant, its successors and assigns.
All references to
"Landlord" and "Tenant" shall also include their respective successors and
assigns unless the
context shall otherwise require.

                              ARTICLE 38
 CAPTIONS, TABLE OF CONTENTS AND INVALIDITY OF PARTICULAR PROVISIONS

 SECTION 38.1  The captions of this Lease are for convenience and reference only
and in no way define, limit or describe the scope or intent of this Lease nor
in any way affect this
Lease.

 SECTION 38.2  The table of contents preceding this Lease but under the same
cover
is for the purpose of convenience and reference only and is not to be deemed
or construed in any
way as part of this Lease, nor as supplemental thereto or amendatory thereof.

 SECTION 38.3  If any term or provision of this Lease or the application
thereof to
any person or circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this
Lease, or the application of such term or provision to persons or
circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

                              ARTICLE 39
                      CONSTRUCTION OF THIS LEASE

 This Lease shall be given a fair and reasonable construction in accordance
with the
intentions of the parties hereto, and without regard to or aid of canons
requiring construction
against the party drawing this Lease.

                              ARTICLE 40
                          EXTENSION OF TERM

 SECTION 40.1  (a)  Tenant, at Tenant's sole option, shall have two (2)
successive
extension options of six (6) years each (the "FIRST EXTENSION OPTION" and
"SECOND EXTENSION
OPTION," respectively, and collectively, the "EXTENSION OPTIONS"). The term of
the First Extension
Option shall commence on the day immediately succeeding the Fixed Expiration
Date (the "FIRST
EXTENSION TERM COMMENCEMENT DATE") and end on the sixth (6th) anniversary of
the First
Extension Term Commencement Date (such additional term being the "FIRST
EXTENSION TERM")
provided that:

      (i) Tenant shall give Landlord written notice (the "FIRST EXTENSION
NOTICE") of its election to exercise the First Extension Option not later than
the date which is one
(1) year prior to the Fixed Expiration Date; and;

      (ii) Tenant's First Extension Option, at Landlord's sole option, shall be
inapplicable, null, void and of no further force and effect if as of the time
of the giving of the First
Extension Notice any Event of Default under any of the terms and conditions of
this Lease shall
have occurred and be continuing; and

 (b) The term of the Second Extension Option shall commence on the day
immediately
succeeding the last day of the First Extension Term  (the "SECOND EXTENSION TERM
COMMENCEMENT DATE") and end on the sixth (6th) anniversary of the Second
Extension Term
Commencement Date (such additional term being the "SECOND EXTENSION TERM", the
First
Extension Term and the Second Extension Term being referred to herein
collectively as the
"EXTENSION TERMS") provided that:

      (i) Tenant shall give Landlord written notice (the "SECOND EXTENSION
NOTICE;" the First Extension Notice and the Second Extension Notice being
referred to herein
collectively as the "EXTENSION NOTICES") of its election to exercise the
Second Extension Option
not later than the date which is one (1) year prior to the expiration of the
First Extension Term;

      (ii) Tenant's Second Extension Option, at the sole option of Landlord,
shall be inapplicable, null, void and of no further force and effect as of the
time of the giving of the
Second Extension Notice, any Event of Default under any of the terms and
conditions of this Lease
shall have occurred and be continuing; and

      (iii)    Tenant shall have effectively exercised the First Extension
Option as
provided under this Lease.

 (c) The Net  Rent payable by Tenant to Landlord during the First Extension
Term and
the Second Extension Term, as applicable, shall be as follows:

      (i) From the First Extension Term Commencement Date through and
including the last day of the month in which shall occur the third anniversary
of the First Extension
Term Commencement Date, at the rate of $527,076.00, in equal monthly
installments of
$43,923.00;

      (ii) From the first day of the calendar month in which said third
anniversary occurred through and including the last day of the First Extension
Term, $579,783.00,
in equal monthly installments of $48,315.25;

      (iii)    From the Second Extension Term Commencement Date through and
including the last day of the month in which shall occur the third anniversary
of the Second
Extension Term Commencement Date, at the rate of $637,761.00, in equal monthly
installments of
$53,146.75; and

      (iv) From the first day of the calendar month in which said third
anniversary referred to in clause (iii) above occurred through and including
the last day of the
Second Extension Term, $701,537.00 in equal monthly installments of $58,461.43.

 SECTION 40.2  Except as provided in Section 40.01 hereof, and unless the
context
shall otherwise specifically require, Tenant's occupancy of the Demised
Premises during the
applicable Extension Term shall be on the same terms and conditions as during
the initial Term of
this Lease (the "UNEXTENDED TERM"), provided, however, (a) Tenant shall have
no further right to
extend the term of this Lease pursuant to this Article 40 beyond the Second
Extension Term, (b)
Tenant shall accept the Demised Premises during the Extension Terms in its
then "as is" condition
and Landlord shall not be obligated to perform any work or make any
improvements of any kind
whatsoever.

 SECTION 40.3  If Tenant does not timely send any Extension Notice pursuant to
the
provisions of Section 40.1, this Article 40 shall be null, void and of no
force or effect and shall be
deemed deleted from this Lease.  The termination of this Lease during the
Unextended Term or the
First Extension Term as applicable, shall also automatically, completely and
irrevocably without
any further act by either party, terminate and render void any option or right
on Tenant's part to
extend the term of this Lease pursuant to this Article 40 whether or not such
option or right shall
have theretofore been exercised.  None of Tenant's options or elections set
forth in this Article 40
may be severed from this Lease or separately sold, assigned or transferred.

 SECTION 40.4  If Tenant exercises its right to extend the Term for any
Extension
Term pursuant to this Article 40, the phrases "the term of this Lease" or "the
term hereof" or
"Term" or similar phases as used under the Lease, shall be construed to
include the applicable
Extension Term, and the Expiration Date shall be construed to be the date of
the expiration of the
applicable Extension Term.
 SECTION 40.5  If this Lease is renewed for any Extension Term, such exercise
shall
be self-operative and no further instrument shall be required, however, in
confirmation of such
extension, Landlord and Tenant may each request that the other execute,
acknowledge and deliver,
and the parties shall so execute, acknowledge and deliver, an instrument in
form reasonably
acceptable to each of them confirming the exercise of the applicable Extension
Option and the
Expiration Date under the applicable Extension Term.


 IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed
by
their duly authorized officers and their respective corporate seals to be
hereunto affixed.


               80 CABOT REALTY LLC


                              By:

                                   Name:
                                   Title:


               ORBIT INTERNATIONAL CORP.


                              By:

                                   Name:
                Title:


                              Exhibit A


                          Legal Description



Exhibit 23          Consent of Goldstein Golub Kessler LLP




INDEPENDENT AUDITOR'S CONSENT




To the Board of Directors
Orbit International Corp. and Subsidiaries


We hereby consent to incorporation by reference in the Registration Statement
on Form S-8
(Registration Number 333-25979) of our report dated March 2, 2001, except for
the second paragraph
of Note 16, as to which the date is March 9, 2001 on the consolidated
financial statements of Orbit
International Corp. and Subsidiaries as of December 31, 2000 and 1999, which
appear in the annual
report on Form 10-KSB of Orbit International Corp. for the year ended December
31, 2000.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 30, 2001





ORBIT INTERNATIONAL CORP.
 AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000


                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES


                            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


INDEPENDENT AUDITOR'S REPORT                                  F-1


CONSOLIDATED FINANCIAL STATEMENTS:

   Balance Sheet as of December 31, 2000 and 1999             F-2
   Statement of Operations for the Years Ended December 31, 2000 and 1999   F-3
   Statement of Stockholders' Equity for the Years Ended December 31, 2000 and
1999   F-4
   Statement of Cash Flows for the Years Ended December 31, 2000 and 1999   F-5
   Notes to Consolidated Financial Statements              F-6 - F-16






INDEPENDENT AUDITOR'S REPORT


To the Stockholders and Board of Directors
Orbit International Corp.


We have audited the accompanying consolidated balance sheets of Orbit
International Corp. and
Subsidiaries of December 31, 2000 and 1999, and the related consolidated
statements of operations,
stockholders' equity, and cash flows for the years then ended.  These
financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United
States of America.  Those standards require that we plan and perform the audit
to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material
respects, the financial position of Orbit International Corp. and Subsidiaries
as of December 31, 2000
and 1999 and the results of their operations and their cash flows for the
years then ended in conformity
with accounting principles generally accepted in the United States of America.





GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 2, 2001, except for Note 16, as to
 which the date is March 9, 2001



                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                             CONSOLIDATED BALANCE SHEET


DECEMBER 31,
2000                                                              1999

ASSETS

CURRENT ASSETS:
  CASH AND CASH EQUIVALENTS                 $  1,102,000 $  2,975,000
  INVESTMENTS IN MARKETABLE SECURITIES             3,000        3,000
  ACCOUNTS RECEIVABLE, LESS ALLOWANCE FOR DOUBTFUL ACCOUNTS OF
   $165,000 AND $166,000 IN 2000 AND 1999, RESPECTIVELY     2,137,000 1,391,000
  INVENTORIES                                  6,654,000    5,804,000
  ASSETS HELD FOR SALE - DISCONTINUED OPERATIONS-              41,000
  OTHER CURRENT ASSETS                           104,000      136,000
  DEFERRED TAX ASSETS                             75,000
  75,000
  TOTAL CURRENT ASSETS                        10,075,000     10,425,000

Property, Plant and Equipment, at cost, less accumulated
 depreciation and amortization                 2,024,000    2,128,000

Excess of Cost over the Fair Value of Assets Acquired, less
 accumulated amortization of $426,000 and $330,000, in 2000
 and 1999, respectively                          963,000    1,059,000

Other Assets                                     758,000      661,000

Deferred Tax Assets                              675,000      675,000
  TOTAL ASSETS                               $14,495,000    $14,948,000
                                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   Current Liabilities:
  Current portion of long-term obligations $     841,000$     738,000
  Accounts payable                             1,486,000    1,143,000
  Accrued expenses                               858,000      884,000
  Accounts payable, accrued expenses and reserves applicable
   to discontinued operations                    758,000      499,000
  Customer advances                              670,000
  -
  TOTAL CURRENT LIABILITIES                    4,613,000      3,264,000

Long-term Obligations                          2,664,000    3,666,000

Accounts Payable, Accrued Expenses and Reserves Applicable to
 Discontinued Operations, less current portion  -             370,000
  TOTAL LIABILITIES                            7,277,000      7,300,000
                                          Commitments and Contingencies

                                                  Stockholders' Equity:
  Common stock - $.10 par value                  304,000      304,000
  Additional paid-in capital                  24,165,000   24,165,000
  Accumulated deficit                        (7,401,000)
  (6,971,000)
  17,068,000                                                 17,498,000
  Treasury stock, at cost                    (9,850,000)  (9,850,000)
  STOCKHOLDERS' EQUITY                         7,218,000      7,648,000
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,495,000    $14,948,000


                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENT OF OPERATIONS


YEAR ENDED DECEMBER 31,
   2000
   1999

Net sales                                  $12,706,000 $12,220,000

Cost of sales                                8,210,000 8,137,000
Gross profit                                   4,496,000
  4,083,000

Selling, general and administrative expenses   4,946,000   4,952,000

Interest expense                                 336,000     334,000

Investment and other income, net               (166,000)   (278,000)
Total expenses                                 5,116,000
  5,008,000

Loss before income tax benefit and extraordinary item(620,000)(925,000)

Income tax provision                              -          450,000
Loss before extraordinary item                 (620,000) (1,375,000)

Extraordinary item                             (190,000)    -
Net loss                                   $   (430,000)
  $(1,375,000)

Net loss per common share:
  Loss before extraordinary item              $     (0.30)$         (0.68)

Extraordinary item                                   0.09         -
Net loss                                      $     (0.21)$
(0.68)



                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



YEARS ENDED DECEMBER 31, 2000 AND 1999



ACCUMULATED


OTHER


COMPRE-
12772:  AUTHORIZED  ADDITIONAL

HENSIVE
                  SHARES           PAID-INACCUMULATED               TREASURY
STOCKDEFERRED   INCOME
                  ISSUED  AMOUNT   CAPITAL  DEFICIT   SHARES
AMOUNTCOMPENSATION(LOSS)    TOTAL


Balance at December 31,
19983,039,000$304,000$24,163,000$(5,596,000)(1,003,000)$(9,802,000)$(19,000  )$
9,000                                                       $ 9,059,000

Deferred compensation earned-        -        -        -         -         -
                      19,000    -                                 19,000

Exercise of stock options1,000-
   2,000 -        -         -          -


-                                                                   2,000

Purchase of treasury stock-        -        -        -         (11,000) (48,000

-                     -                                          (48,000)

                                                    Comprehensive loss:
  Net loss       -        -        -       (1,375,000)-        -          -

-                                                             (1,375,000)
  Adjustment for gain on marketable
   securities included in net income-       -        -         -        -

-                    -       (9,000)                              (9,000)
  -
-       (1,375,000)-       -          -
(9,000)(1,384,000)
Balance at December 31,
19993,040,000304,000
24,165,000(6,971,000)
    ) - 0 -
- 0 -                                     7,648,000

Net loss      (430,000) -
-(430,000)
Balance at December 31,
20003,040,000$304,000$24,165,000$(7,401,000)(1,014,000)$(9,850,000    )$    - 0
-        $   - 0 -                                   $ 7,218,000


                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31,
2000                                                               1999

Cash flows from operating activities:
  Net loss                                $   (430,000)$(1,375,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Forgiveness of debt                      (190,000)      -
    Depreciation and amortization               161,000     156,000
    Amortization of goodwill                     96,000      96,000
    Compensation related to issuance of stock and options   -          19,000
    Deferred tax provision                                  450,000
    Write-off of bank financing costs            15,000    -
    Change in value of marketable securities    -           (9,000)
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable(746,000)   954,000
      (Increase) decrease in inventories      (850,000)   1,285,000
      Decrease in other current assets           32,000       4,000
      Increase in other assets                (131,000)    (20,000)
      Increase (decrease) in accounts payable   343,000    (46,000)
      Decrease in accrued expenses             (26,000)   (548,000)
      Increase (decrease) in customer advances  670,000   (785,000)
      Decrease in assets held for sale, discontinued operations41,000  39,000
      Decrease in accounts payable, accrued expenses and reserves
       applicable to discontinued operations  (111,000)   (322,000)
      Payment for settlement of

(1,000,000)
  NET CASH USED IN OPERATING ACTIVITIES       (1,126,000)   (1,102,000)
                                  Cash flows from investing activities:
  Purchases of marketable securities              -       (1,966,000)
  Proceeds from sales of marketable securities    -         5,736,000
  Purchase of property, plant and equipment      (38,000)     -
  NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES(38,000) 3,770,000
                                   Cash flows from financing activities
  Repayments of long-term debt                  (709,000)   (570,000)
  Proceeds from long-term debt                    -           500,000
  Decrease in due to factor                       -          (15,000)
  Proceeds from exercise of stock options         -             2,000
  Purchase of treasury stock                      -          (48,000)
  NET CASH USED IN FINANCING ACTIVITIES         (709,000)     (131,000)
Net increase (decrease) in cash and cash equivalents(1,873,000)2,537,000

Cash and cash equivalents at beginning of year  2,975,000     438,000
Cash and cash equivalents at end of year      $ 1,102,000
  $ 2,975,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid for interest                     $    336,000
  $    334,000


                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>              <C>
  1.ORGANIZATION The consolidated financial statements include
AND BUSINESS:    the accounts of Orbit International
                 Corp. and its wholly owned subsidiaries
                 (collectively, the "Company"). All significant
                 intercompany transactions have been eliminated
                 in consolidation.

                 The Company has two reportable segments: (a) the
                 Orbit Instrument division
                 (Electronics Segment) is engaged in the design,
                 manufacture and sale of customized
                 electronic components and subsystems, and (b)
                 the Behlman Electronics subsidiary
                 (Power Units Segment) is engaged in the design
                 and manufacture of distortion-free
                 commercial power units, power conversion devices
                 and electronic devices for
                 measurement and display.  On August 6, 1996, the
                 board of directors of the
                 Company adopted a plan to dispose of its U.S.
                 and Canadian apparel operations.  At
                 December 31, 2000, the liabilities of the
                 discontinued operations consisted primarily
                 of accrued expenses and other reserves.  At
                 December 31, 1999, the assets and
                 liabilities of the discontinued operations
                 consisted primarily of certain current assets,
                 accrued expenses and other reserves.



  2.SUMMARY OF   THE COMPANY CONSIDERS ALL HIGHLY LIQUID
SIGNIFICANT      INVESTMENTS WITH A MATURITY OF THREE MONTHS
ACCOUNTING       OR LESS WHEN PURCHASED TO BE CASH EQUIVALENTS.
POLICIES:
                 INVENTORIES ARE PRICED AT THE LOWER OF COST
                 (FIRST-IN, FIRST-OUT BASIS) OR MARKET.

                 PROPERTY, PLANT AND EQUIPMENT IS RECORDED AT
                 COST.  DEPRECIATION AND AMORTIZATION OF
                 THE RESPECTIVE ASSETS ARE COMPUTED USING THE
                 STRAIGHT-LINE METHOD OVER THEIR ESTIMATED
                 USEFUL LIVES RANGING FROM 5 TO 40 YEARS.
                 LEASEHOLD IMPROVEMENTS ARE AMORTIZED USING
                 THE STRAIGHT-LINE METHOD OVER THE REMAINING TERM
                 OF THE LEASE OR THE TERM OF THE
                 IMPROVEMENT, WHICHEVER IS LESS.

                 EXCESS OF COST OVER THE FAIR VALUE OF NET ASSETS
                 ACQUIRED IS BEING AMORTIZED ON A STRAIGHT-
                 LINE BASIS OVER 15 YEARS.

                 THE COMPANY'S INVESTMENT IN AVAILABLE-FOR-SALE
                 SECURITIES IS STATED AT FAIR VALUE
                 WITH THE UNREALIZED GAINS AND LOSSES, NET OF
                 TAX, REPORTED IN OTHER COMPREHENSIVE
                 INCOME.  REALIZED GAINS AND LOSSES AND DECLINES
                 IN VALUE JUDGED TO BE OTHER-THAN-
                 TEMPORARY ON AVAILABLE-FOR-SALE SECURITIES ARE
                 INCLUDED IN INVESTMENT INCOME. THE
                 COST OF SECURITIES SOLD IS BASED ON THE
                 SPECIFIC-IDENTIFICATION METHOD.  INTEREST AND
                 DIVIDENDS ON SUCH SECURITIES ARE INCLUDED IN
                 INVESTMENT INCOME.

                 SUBSTANTIALLY ALL OF THE COMPANY'S REVENUE IS
                 RECOGNIZED FROM THE SALE OF TANGIBLE
                 PRODUCTS.  THE COMPANY RECORDS SALES UPON
                 DELIVERY OF THE UNITS UNDER ITS
                 MANUFACTURING CONTRACTS.

                 THE PREPARATION OF THE CONSOLIDATED FINANCIAL
                 STATEMENTS IN CONFORMITY WITH GENERALLY
                 ACCEPTED ACCOUNTING PRINCIPLES REQUIRES
                 MANAGEMENT TO MAKE ESTIMATES AND ASSUMPTIONS
                 THAT AFFECT THE CONSOLIDATED FINANCIAL
                 STATEMENTS AND ACCOMPANYING NOTES.  ACTUAL RESULTSCOULD DIFFER
FROM THOSE ESTIMATES.

                 FOR COMPARABILITY, CERTAIN 1999 AMOUNTS HAVE
                 BEEN RECLASSIFIED, WHERE APPROPRIATE,
                 TO CONFORM TO THE FINANCIAL STATEMENT
                 PRESENTATION USED IN 2000.



                 WHEN IMPAIRMENT INDICATORS ARE PRESENT, THE
                 COMPANY REVIEWS THE CARRYING VALUE OF ITS
                 LONG-LIVED ASSETS IN DETERMINING THE ULTIMATE
                 RECOVERABILITY OF THEIR UNAMORTIZED VALUES
                 USING FUTURE UNDISCOUNTED CASH FLOW ANALYSES.

                 THE COMPANY MEASURES EMPLOYEE STOCK-BASED
                 COMPENSATION COST USING APB OPINION
                 NO. 25 AS IS PERMITTED BY STATEMENT OF FINANCIAL
                 ACCOUNTING STANDARDS ("SFAS") NO. 123,
                 ACCOUNTING FOR STOCK-BASED COMPENSATION.

                 THE FAIR VALUE OF THE COMPANY'S LONG-TERM
                 OBLIGATIONS IS ESTIMATED BASED ON THE CURRENT
                 RATES OFFERED TO THE COMPANY FOR DEBT OF SIMILAR
                 TERMS AND MATURITIES.  USING THIS METHOD, THE
                 COMPANY'S FAIR VALUE OF LONG-TERM OBLIGATIONS
                 WAS NOT SIGNIFICANTLY DIFFERENT THAN THE STATED
                 VALUE AT DECEMBER 31, 2000 AND 1999.

                 AS OF JANUARY 1, 1998, SFAS NO. 130, REPORTING
                 COMPREHENSIVE INCOME,
                 ESTABLISHED NEW RULES FOR THE REPORTING AND
                 DISPLAY OF COMPREHENSIVE INCOME AND ITS
                 COMPONENTS; HOWEVER, THE ADOPTION OF THIS
                 STATEMENT HAD NO IMPACT ON THE COMPANY'S NET
                 INCOME OR STOCKHOLDERS' EQUITY.  SFAS 130
                 REQUIRES UNREALIZED GAINS OR LOSSES ON THE
                 COMPANY'S AVAILABLE-FOR-SALE SECURITIES, WHICH
                 PRIOR TO ADOPTION WAS REPORTED SEPARATELY IN
                 STOCKHOLDERS' EQUITY, TO BE INCLUDED IN OTHER
                 COMPREHENSIVE INCOME. THE RELATED TAX EFFECT ON
                 COMPREHENSIVE INCOME IS NOT MATERIAL FOR THE
                 PERIODS PRESENTED.


                 RESEARCH AND DEVELOPMENT COSTS ARE EXPENSED WHEN
                 INCURRED. THE COMPANY EXPENSED APPROXIMATELY
                 $700,000 AND $731,000 FOR RESEARCH AND
                 DEVELOPMENT DURING THE YEARS ENDED DECEMBER 31,
                 2000 AND 1999, RESPECTIVELY.  SUCH EXPENSES ARE
                 INCLUDED IN SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.




  3.REVERSE STOCKSPLIT:ON SEPTEMBER 1, 1999, THE BOARD OF DIRECTORS
                 AUTHORIZED A 1-FOR-3 REVERSE STOCK SPLIT
                 THEREBY DECREASING THE NUMBER OF ISSUED AND
                 OUTSTANDING SHARES OF THE COMPANY'S
                 STOCK.  THIS REVERSE SPLIT WAS APPROVED BY THE
                 STOCKHOLDERS ON OCTOBER 1, 1999 AND THE
                 EFFECTIVE DATE WAS OCTOBER 4, 1999.  ALL PER
                 SHARE DATA AND NUMBERS OF COMMON SHARES
                 HAVE BEEN RETROACTIVELY RESTATED TO REFLECT THIS
                 REVERSE STOCK SPLIT.



  4.INVENTORIES: Inventories consist of the following:

</TABLE>
       December 31,20001999

                Raw materials                $3,231,000      $2,943,000
                Work-in-progress              2,857,000       2,422,000
                 Finished goods                 566,000         439,000
                                             $6,654,000      $5,804,000
<TABLE>
<S>              <C>
1.PROPERTY,      Property, plant and equipment consists of:
PLANT AND
EQUIPMENT:
                 December 31,2000
                 1999

                                                             </TABLE>
 Land
and building$2,688,000                                           $2,688,000
                Building and leasehold improvements293,000      293,000
                Machinery and equipment       1,113,000       1,113,000
                Furniture and fixtures          581,000         543,000
                                                          4,675,0004,637,000
                Accumulated depreciation and amortization 2,651,0002,509,000
                                             $2,024,000      $2,128,000


<TABLE>
<S>              <C>
  6.DEBT:        On August 4, 1998, the Company entered into an
                 agreement with a bank that
                 provided for a $950,000 term loan, a $2,550,000
                 mortgage and a $500,000
                 settlement loan, (collectively, the
                 "Agreement").  The Company received the proceeds
                 under the term loan and mortgage during the year
                 ended December 31, 1998 and used
                 such proceeds to repay amounts outstanding under
                 its previous credit agreements.
                 The Company received the proceeds under the
                 settlement loan during the year ended
                 December 31, 1999 and used such proceeds to
                 partially fund the class action
                 securities litigation settlement of $1,000,000
                 (see Note 13).

                 In 1996, the Company entered into an agreement
                 with the sellers of a discontinued
                 apparel division that provided for a promissory
                 note to such sellers for $850,000,
                 noninterest-bearing, imputed interest at 6%,
                 payable in 20 quarterly installments of
                 $42,500 including interest, commencing March 31,
                 2002.  In March 2000, the
                 Company reached an agreement with the sellers
                 whereby the Company would
                 commence making payments on the promissory note
                 payable to such sellers in 2000
                 rather than in 2002 as scheduled, in
                 consideration for a reduction in the promissory
                 note from $850,000 to $660,000.  Such reduction
                 has been recorded as an
                 extraordinary item in the accompanying statement
                 of operations.

                 The Company's long-term debt obligations are as follows:

</TABLE>
       December 31,                       2000           1999

                 Mortgage note collateralized by certain real estate of the
                 Company, interest at prime (9.5% at December 31, 2000)
                 plus 1.75%, payable in monthly installments of $14,167 with
                 a final payment of $850,000 in September 2008 (see Note
                 16).$2,153,000$2,323,000


                                                            (continued)
                 December 31,                       2000           1999

                 Term loan collateralized by accounts receivable, inventories
                 and machinery and equipment, interest at prime (9.5% at
                 December 31, 2000) plus 1.75%, payable in 20 quarterly
                 installments of $47,500 through June 2003 (see Note 16).$
                 475,000$ 665,000

                 Promissory note payable to the sellers of a discontinued
                 apparel division through December 2004.528,000 850,000

                 Note due to the estate of the former principal officer,
                 noninterest-bearing, payable in monthly installments through
                 2001.161,000189,000

                 Capitalized lease obligation collateralized by certain
                 computer software, interest at 10%, payable in monthly
                 installments of $1,804 through 2001.21,00043,000

                 Settlement loan collateralized by accounts receivable,
                 inventories and machinery and equipment, interest at prime
                 (9.5% at December 31, 2000) plus 1.75%, payable in
                 quarterly installments of $41,667 through December 2001
                 (see Note 16).167,000 334,000
                                               3,505,000         4,404,000

                Less current portion             841,000     738,000
                                              $2,664,000     $3,666,000
<TABLE>
<S>              <C>
                 Payments due on the Company's long-term debt are
                 as follows:

                                                             </TABLE>
 Year
ending December 31,
                       2001                                 $   841,000
                       2002                                     492,000
                       2003                                     397,000
                       2004                                     302,000
                       2005                                     170,000
                    Thereafter                                1,303,000
                                                             $3,505,000


<TABLE>
<S>              <C>
  7.COMMON STOCK In September 1998, the Company's board of
REPURCHASE       directors authorized a stock repurchase
PROGRAM:         program for the repurchase of up to 83,333
                 shares of its common stock in the open
                 market or in privately negotiated transactions.
                 During the year ended December 31,
                 1998, the Company repurchased approximately
                 41,600 shares for approximately
                 $214,000.  During the quarter ended March 31,
                 1999, the Company repurchased
                 approximately 10,733 shares for approximately
                 $48,000.  The Company has not
                 made any repurchases since the first quarter of 1999.



  8.STOCK-BASED  The Company has stock option plans which provide
COMPENSATION     for the granting of nonqualified
PLANS:           or incentive stock options to officers, key
                 employees and nonemployee directors.  The
                 plans authorize the granting to officers and key
                 employees options to acquire up to
                 700,000 common shares.  Additionally, the plans
                 authorize the granting to
                 nonemployee directors of the Company options to
                 acquire up to 50,000 common
                 shares.  Each plan grants options at the market
                 value of the Company's stock on the
                 date of such grant.  All options are exercisable
                 at times as determined by the board
                 of directors, not to exceed 10 years from the
                 date of grant.

                 Pro forma information regarding net income
                 (loss) and net income (loss) per share is
                 required by SFAS No. 123 and has been determined
                 as if the Company had
                 accounted for its stock options granted using
                 the fair value method of SFAS No. 123.
                 The fair value for these options was estimated
                 at the date of grant using the Black-
                 Scholes option pricing model with the following
                 weighted-average assumptions for
                 the years ended December 31, 2000 and 1999:
                 risk-free interest rates of 6.5% and
                 6.0%, respectively; no dividend yield;
                 volatility factors of the expected market price
                 of the Company's common stock of 163% and
                 100.2%, respectively, and a weighted-
                 average expected life of the options of 6.0 and
                 9.0 years, respectively.

                 The Black-Scholes option valuation model was
                 developed for use in estimating the
                 fair value of traded options which have no
                 vesting restrictions and are fully
                 transferable.  In addition, option valuation
                 models require the input of highly
                 subjective assumptions including the expected
                 stock price volatility.  Because the
                 Company's employee stock options have
                 characteristics significantly different from
                 those of traded options, and because changes in
                 the subjective input assumptions can
                 materially affect the fair value estimate, in
                 management's opinion, the existing models
                 do not provide a reliable single measure of the
                 fair value of its employee stock
                 options.

                                                             </TABLE>
    For
purposes of pro forma disclosures, the estimated fair value of the options is

amortized to expense over the options' vesting period.  The Company's pro forma

information follows:

                 December 31,                     2000             1999

                Net loss:
                  As reported               $(430,000)     $(1,375,000)
                  Pro forma                  (728,000)      (1,442,000)

                Basic and diluted EPS:
                  As reported             $        (.21)$
                (.68)
                   Pro forma              $        (.36)$
                 (.71)

<TABLE>
<S>             <C>
                The following table summarizes activity in stock options:

</TABLE>
      December 31,20001999

                                            Weighted-
                Weighted-
                                             average         average
                                            Exercise        Exercise
                                      Options Price  Options Price

                Outstanding at beginning
                 of year            394,000   $3.62375,000    $3.68

                Granted        160,000    $2.6528,000        $2.79

                Forfeited     (10,000)    $3.66(8,000)       $4.09

                Exercised            -          -   (1,000)   $3.24
13260:  Outstanding at end of year
 544,000
$
 .3    3394,000               $3.62

                Exercisable at end of year388,000         367,000

                Weighted-average fair
                 value of options granted
                 during the year              $1.86           $2.43

<TABLE>
<S>              <C>
                 The weighted-average remaining contractual life
                 of the options outstanding is
                 approximately six years.

                 At December 31, 2000, 190,000 shares of common
                 stock were reserved for future
                 issuance of stock options.



  9.EMPLOYEE     A profit-sharing and incentive-savings plan
BENEFIT PLANS:   provides benefits to certain employees
                 who meet specified minimum service and age
                 requirements. The plan provides for
                 contributions by the Company equal to one-half
                 of employee contributions (but not
                 more than 2% of eligible compensation) and the
                 Company may make additional
                 contributions out of current or accumulated net
                 earnings at the sole discretion of the
                 Company's board of directors.

                 The Company contributed approximately $105,000
                 and $142,000 to the plan during
                 the years ended December 31, 2000 and 1999, respectively.



10.INCOME TAXES: During the year ended December 31, 1999, the
                 Company adjusted the valuation
                 allowance against its deferred tax asset,
                 resulting in a deferred tax asset of $750,000,
                 of which $75,000 is classified as current.

                 For the year ended December 31, 2000, the
                 Company recorded no net income tax
                 provision.  At December 31, 2000, the Company
                 has an alternative minimum tax
                 credit of approximately $564,000 with no
                 limitation on the carryforward period and
                 net operating loss carryforwards of
                 approximately $28,785,000 which expires
                 through 2020.

</TABLE>
       The reconciliation of income tax computed at the U.S. federal
statutory tax rates to
                 income tax expense is as follows:



                Tax (benefit) at U.S. statutory rates         (34.0)%
                (34.0)%

                (Decrease) increase in valuation allowance and
                 nonutilization of net operating and capital loss
                 carryforwards and carrybacks      34.0        82.6
                                              - 0 - %48.6 %

                Deferred tax assets are comprised of the following:

                December 31,                        2000           1999

                                                   Deferred tax assets:
                  Alternative minimum tax credit carryforward$      564,000$
   564,000

                Net operating loss and capital loss carryforwards
                 (including pre-acquisition net operating loss
                 carryforwards)                9,787,000      9,564,000

                Various temporary differences    676,000        884,000

                     Total deferred tax assets11,027,000     11,012,000

 Valuation allowances(10,277,000)                          (10,262,000)
                Net deferred tax assets   $      750,000 $      750,000


<TABLE>
<S>              <C>
11.SIGNIFICANT   Sales to significant customers accounted for
CUSTOMERS AND    approximately 41% (25% and 16%) and 49% (22% and
CONCENTRATIONS   27%) of the Company's net sales for the years
OF CREDIT RISK:  ended December 31, 2000 and 1999, respectively.

                 Significant customers of the Company's
                 Electronics Segment accounted for
                 approximately 73% (28%, 27% and 18%) and 64%
                 (18% and 46%) of the
                 Electronics Segment's net sales for the years
                 ended December 31, 2000 and 1999,
                 respectively.

                 A significant customer of the Company's Power
                 Units Segment accounted for
                 approximately 24% and 28%, of the Power Units
                 Segment's net sales for the years
                 ended December 31, 2000 and 1999, respectively.


                 Certain significant customers of the Company
                 sell the Company's products to the
                 U.S. government. Accordingly, a substantial
                 portion of the net sales is subject to
                 audit by agencies of the U.S. government. In the
                 opinion of management,
                 adjustments to such net sales, if any, will not
                 have a material effect on the
                 Company's financial position or results of operations.
                 Financial instruments which potentially subject
                 the Company to concentrations of
                 credit risk consist principally of cash and
                 trade receivables from its customers.
                 The Company performs credit evaluations on its
                 customers and collateral is
                 generally not required. Credit losses are
                 provided for in the consolidated financial
                 statements during the period in which an
                 impairment has been determined.  At
                 times, cash at financial institutions may be in
                 excess of FDIC insurance limits.




12.LEASING       Operating leases are for a sales office, certain
ARRANGEMENTS:    equipment and vehicles and are subject
                 to annual increases based on changes in the
                 Consumer Price Index and increases in
                 real estate taxes and certain operating expenses.

                 Future minimum lease payments as of December 31,
                 2000 under operating lease
                 agreements that have initial or remaining
                 noncancelable lease terms in excess of one
                 year are as follows:

                               </TABLE>
      Year ending December 31,
                      2001                                    $  66,000
                      2002                                       31,000
                      2003                                        8,000
                Total future minimum lease payments$105,000

                 Rent expense for operating leases was approximately $16,000
and $14,000 for the
                 years ended December 31, 2000 and 1999, respectively.  Lease
commitments
                 attributed to the discontinued operations amounted to
approximately $409,000.


<TABLE>
<S>              <C>
13.COMMITMENTS   (a)The Company has employment agreements with
AND              its three executive officers
CONTINGENCIES:   which may be terminated by the Company with not
                 less than three years prior
                 notice and with two other principal officers,
                 for aggregate annual compensation
                 of $1,068,000.  In the event of a change in
                 control of the Company, the executive
                 officers have the right to elect a lump sum
                 payment representing future
                 compensation due them over the remaining years
                 of their agreements.  In
                 addition, the five officers are entitled to
                 bonuses based on a percentage of
                 earnings before taxes, as defined.  Total bonus
                 compensation expense was
                 approximately $10,000 and $0 for the years ended
                 December 31, 2000 and
                 1999, respectively.

                 (b)In September 1993, a class action securities
                 litigation was commenced by an
                 alleged stockholder of USA Classic (formerly a
                 subsidiary of the Company),
                 against USA Classic and certain of its directors
                 in the U.S. District Court for the
                 Southern District of New York.

                 In August 1998, the Company and the Defendants
                 entered into a Stipulation and
                 Agreement of Settlement (the "Settlement
                 Agreement") of the class action.
                 Pursuant to the terms of the Settlement
                 Agreement and in complete satisfaction
                 of its obligations thereunder, the Company paid
                 $1,000,000 in January 1999 as
                 its portion to settle the Class Action, of which
                 $500,000 was accrued for at
                 December 31, 1997 and $500,000 was charged to
                 the Company's operations
                 during the year ended December 31, 1998.

                 (c)In the ordinary course of business, the
                 Company is a party to various lawsuits
                 the outcome of which, in the opinion of
                 management, will not have a material
                 adverse effect on the consolidated financial
                 position, results of operations or cash
                 flows of the Company.



14. BUSINESS     The Company operates through two business
SEGMENTS:        segments.  Its Electronics Segment,
                 through the Orbit Instrument Division, is
                 engaged in the design, manufacture and sale
                 of customized electronic components and
                 subsystems.  Its Power Units Segment,
                 through the Behlman Electronics, Inc.
                 subsidiary, is engaged in the design,
                 manufacture and sale of distortion free
                 commercial power units, power conversion
                 devices and electronic devices for measurement
                 and display.

                 The Company's reportable segments are business
                 units that offer different products.
                 The Company's reportable segments are each
                 managed separately as they
                 manufacture and distribute distinct products
                 with different production processes.

</TABLE>
      The following is the Company's business segment information as
of and for the years
                ended December 31, 2000 and 1999:

                December 31,                       2000            1999

                Net sales:
                  Electronics              $  6,135,000    $  6,975,000

                                                           Power Units:
                  Domestic                    5,552,000       4,438,000
                  Foreign                     1,019,000         817,000
                  Intercompany sales           -               (10,000)
                Total Power Units             6,571,000       5,245,000
                                                       Total net sales
12,706,00012,220,000

                                            (continued)

               December 31,                       20001999


                              Income (loss) from continuing operations:
                  Electronics             $     216,000   $     615,000
                  Power Units                   (7,000)       (810,000)
                  General corporate expenses not allocated (402,000)(422,000)
                  Depreciation and amortization(161,000)      (156,000)
                  Amortization of goodwill     (96,000)        (96,000)
                  Interest expense            (336,000)       (334,000)
                  Investment and other income, net166,000       278,000
                                                         Income (loss) from
continuing operations
                   before income taxes (benefit)$   (620,000)$   (925,000)

                                                                Assets:
                  Electronics              $  7,031,000    $  6,156,000
                  Power Units                 3,888,000       3,303,000

                General corporate assets not allocated   3,576,0005,448,000

                Assets held for sale - discontinued operations-       41,000
                Total assets                $14,495,000     $14,948,000


<TABLE>
<S>              <C>
15.LOSS PER      THE FOLLOWING TABLE SETS FORTH THE COMPUTATION
COMMON SHARE:    OF BASIC AND DILUTED LOSS PER
                 COMMON SHARE:

                 DECEMBER 31,20001999

</TABLE>
       DENOMINATOR:
                   DENOMINATOR FOR BASIC INCOME (LOSS) PER
                   share - weighted-average common shares2,026,0002,026,000

                                         EFFECT OF DILUTIVE SECURITIES:
                  EMPLOYEE AND DIRECTOR STOCK OPTIONS(A)            (A)
                  Warrants                          (a)             (a)
                                                       DILUTIVE POTENTIAL
COMMON SHARES(A)                                                    (A)

                DENOMINATOR FOR DILUTED INCOME (LOSS)
                 PER SHARE - WEIGHTED-AVERAGE COMMON
                 shares and assumed conversions2,026,000      2,026,000

                 THE NUMERATOR FOR BASIC AND DILUTED LOSS PER SHARE FOR THE
YEARS ENDED
                 DECEMBER 31, 2000 AND 1999 IS THE NET LOSS FOR BOTH SUCH YEARS.

                 (A)     THERE IS NO EFFECT OF COMMON STOCK EQUIVALENTS AS
SUCH EFFECT WOULD BE
                    ANTIDILUTIVE.
<TABLE>
<S>              <C>
16.SUBSEQUENT    IN JANUARY 2001, THE COMPANY ENTERED INTO AN
EVENTS:          AGREEMENT WITH AN ASSET-BASED
                 LENDER THAT PROVIDED A $1,000,000 LOAN,
                 COLLATERALIZED BY THE COMPANY'S ACCOUNTS
                 RECEIVABLE AND INVENTORY, AT AN INTEREST RATE OF
                 PRIME PLUS 1.75%.  THE COMPANY USED THE PROCEEDS
                 TO PAY OFF ALL AMOUNTS OUTSTANDING UNDER ITS
                 EXISTING TERM LOANS AND A PORTION OF THE AMOUNT
                 OUTSTANDING UNDER ITS EXISTING MORTGAGE.
                 PURSUANT TO THE TERMS OF THE AGREEMENT, THE
                 COMPANY MUST COMPLY WITH, AMONG OTHER MATTERS,
                 CERTAIN FINANCIAL COVENANTS WHICH INCLUDE
                 MINIMUM LEVELS OF WORKING CAPITAL AND TANGIBLE
                 NET WORTH, AS DEFINED.  THE COMPANY WOULD HAVE
                 BEEN IN COMPLIANCE WITH THESE COVENANTS AT
                 DECEMBER 31, 2000.

</TABLE>
      IN MARCH 2001, THE COMPANY ENTERED INTO A SALE-LEASEBACK OF
ITS OPERATING
                FACILITY WHEREBY IT RECEIVED PROCEEDS OF $3,000,000 AND
ENTERED INTO AN OPERATING
                LEASE WITH AN INITIAL TERM EXPIRING IN 2013.  THE LEASE MAY BE
EXTENDED BY THE
                COMPANY AT ITS OPTION THROUGH FEBRUARY 2025.  THE COMPANY USED
THE PROCEEDS
                FROM THE SALE TO PAY OFF THE AMOUNT OUTSTANDING UNDER ITS
EXISTING MORTGAGE WITH
                THE REMAINDER USED FOR WORKING CAPITAL.  FUTURE MINIMUM LEASE
PAYMENTS UNDER
                THE LEASE AGREEMENT ARE AS FOLLOWS:

                YEAR ENDING DECEMBER 31,
                       2001                                 $   288,000
                       2002                                     360,000
                 2003                                           360,000
                       2004                                     390,000
                       2005                                     396,000
                    THEREAFTER                                3,206,000
                5.                                           $5,000,000