"THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON APRIL 1, 1999 PURSUANT 
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION."
	
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC  20549

	Form 10-K

   X   	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND 
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998

	or

         	TRANSITION REPORT PURSUANT TO 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.
	(Exact name of registrant as specified 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)

Registrant=s telephone number, including area code: (516) 435-8300

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

	
Title of Each Class					Name of Each Exchange on Which Registered

Common Stock, $.10 par value per share		Nasdaq National Market 



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-K.       X         

Aggregate market value of Registrant=s voting stock held by non-affiliates 
(based on shares held and the closing price quoted on the Nasdaq National 
Market on March 17, 1999): $7,413,404

Number of shares of common stock outstanding as of March 17, 1999: 6,082,793

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 
1999 Annual Meeting of Stockholders. 

	PART I


Item 1.	BUSINESS

General

Orbit International Corp. (the ACompany@ or AOrbit@) conducts its operations 
through its Orbit Instrument Division and its 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.  In August 1996, 
the Company announced that it was discontinuing operations of its apparel 
business.

In February 1996, the Company, through its wholly-owned subsidiary, Cabot 
Court, Inc., completed the acquisition of certain of the assets of 
Astrosystems, Inc. and its wholly-owned subsidiary, Behlman Electronics, 
Inc., each of which were unaffiliated third parties.  Under the terms 
of the purchase agreement, Orbit assumed certain liabilities relating to the 
assets being acquired, including, without limitation, obligations under the 
acquired contracts.  Concurrently with the purchase, Cabot Court, Inc. 
changed its name to Behlman Electronics, Inc. (ABehlman@).

Discontinued Apparel Operations

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.  The United States operations consisted of the design, 
importation and manufacture of women=s active-wear and outer-wear, 
principally under the East/West label, through the Company=s East/West 
Division and its subsidiary, East End Apparel Group Ltd.  In the fourth 
quarter of 1996, the Company entered into a three-year license agreement (the 
AAthco License Agreement@) with Athco, Inc. (AAthco@), an unaffiliated third 
party, pursuant to which Orbit granted to Athco the right to manufacture and 
sell ladies apparel under the AEast/West@ trademark in the United States and 
Canada.   The Athco License Agreement is renewable for two additional 
three-year terms at the option of Athco.  Under the terms of the Athco 
License Agreement, Orbit is entitled to a royalty equal to 3% of the first 
$5,000,000 of net sales of the articles licensed under such agreement during 
each year of the term and 2% of net sales in excess of $5,000,000 during each 
such year.  Athco is also required to pay annual guaranteed minimum royalties 
(which are nonrefundable advances applied against actual royalties earned by 
Orbit) ranging from $100,000 during the first year of the term to $227,156 
during the final year of the second renewal term.  The operations of the 
East/West division are limited to servicing such license.


The Canadian apparel operations had been operated through three wholly-owned 
subsidiaries of the Company.  In March 1997, Orbit commenced bankruptcy 
proceedings against two of the three subsidiaries, which proceedings are 
still pending, and sold substantially all of the assets of the third 
subsidiary.  In March 1997, Orbit also appointed a receiver and manager for the 
purpose of liquidating the assets of the two subsidiaries in bankruptcy.  All 
such assets were subsequently sold and the proceeds from such sale were used to 
pay down the outstanding obligations to the secured lender of the 
subsidiaries.

In July 1988, Orbit, through a wholly-owned subsidiary, USA Classic, Inc. 
(AUSA Classic@), acquired all of the outstanding stock of U.S. Apparel, Inc.  In
November 1992, USA Classic completed an initial public offering of 3,105,000 
shares of its common stock, thereby reducing Orbit=s ownership to 
approximately 43%.  USA Classic filed petitions under Chapter 11 of the 
United States Bankruptcy Code in May 1994.  USA Classic ceased operations in 
August 1994.

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 AElectronics Segment@).  Its Behlman subsidiary is 
engaged in the design and manufacture of commercial power units (the APower 
Units Segment@). 

The following sets forth certain selected historical financial information 
relating to the Company=s business segments:



December 31,
        1998		      1997		   1996 (1)



Net sales:







Electronics
Power Units
Domestic
Foreign
Total Power Units

$10,250,000

    5,166,000
       935,000
    6,101,000

$10,045,000

    6,381,000
    1,200,000
    7,581,000


 $10,092,000

     5,904,000
        975,000
     6,879,000 

Operating income (loss) (2):







Electronics
Power Units

   2,412,000
    (461,000)  
  

  2,457,000
     634,000

    2,581,000
        659,000

Assets:







Electronics
Power Units

    7,863,000
    3,964,000  

  8,033,000
  3,967,000

    8,057,000
     4,285,000
_______________
(1) Power Units Segment was acquired in February 1996.
(2) 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 15 to the Consolidated 
Financial Statements appearing elsewhere in this report. 

Glossary of Technical Terms

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

ABL series@ -- Behlman=s standard switching power supply series.

ACCFT@ B Cold Cathode Flourescent Tubes.

ACRT terminals@ -- Cathode Ray Tube terminals.

ACommercial Off the Shelf@ --  non-customized products produced in anticipation 
of customer orders.

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

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

Adistortion free commercial power units@ -- power that is free of 
disturbances such as Abrown-outs@.

AElectro Luminescent (E.L.) power supplies@  -- power supplies which power 
electro luminescent displays.

Afrequency converters@  -- equipment which converts local power to equivalent 
foreign power.

Afull-mil keyboards@  -- keyboards designed for use in a military environment.

AIC manufacturing@  -- integrated circuit manufacturing.

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

Aoperator control trays@  -- integrated panels used in conjunction with data 
display consoles.

Aplasma based telephonic intercommunication panels@  -- programmable panels used
to promote communication throughout various military communication centers.

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

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

AP series@ -- Behlman=s power passport series.


Aruggedized hardware@  -- hardware designed to meet severe environmental 
conditions.

Aruggedized market@  -- the market for ruggedized hardware.

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

Asubsystems@  -- units produced to be integrated into larger computer systems.

AT&D@ -- utility transmission and distribution.

Atelco-based designs@  -- standard telephone interface designs.

Atelecommunication superconducting amplifiers@  -- amplifiers used in cable 
television.

ATFT@ B thin film transistor.

Atrackballs@  -- cursor control devices used in conjunction with data display 
systems.

AUPS market@  -- the market for uninterruptable power supplies.

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

AVGA@-- 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 
Asubsystems@ for contract program requirements to prime contractors, 
governmental procurement agencies and research and development (AR&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 Aruggedized hardware@ for prime contractor 
programs at cost competitive prices.  Products include a variety of custom 
designed Aplasma based telephonic intercommunication panels@ for secure voice 
airborne and shipboard program requirements, Afull-mil keyboards@, 
Atrackballs@ and Adata 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.

On February 6, 1996, Cabot Court, Inc. (ACabot Court@), a wholly-owned 
subsidiary of Orbit, acquired for $3,706,700 certain of the assets of 
Astrosystems, Inc. (AAstrosystems@) and Astrosystems= wholly-owned subsidiary, 
Behlman Electronics, Inc. (which changed its name at the closing to BEI
Electronics, Inc. (ABEI@)), each of which were unaffiliated third parties.  
Cabot Court changed its name to Behlman Electronics, Inc. (ABehlman@) on 
February 7, 1996.  Under the terms of the purchase agreement, Orbit assumed 
certain liabilities relating to the assets being acquired including, without 
limitation, the acquired contracts. The acquired assets, which included 
inventory, fixtures and equipment, had been used by Astrosystems and BEI in the 
business of manufacturing and selling power supplies, AC power sources, 
Afrequency converters@, Auninterruptable power supplies (AUPS@)@, associated 
analytical equipment and other electronic equipment.  The purchase agreement 
provided that the Purchase Price was subject to adjustment based upon a final 
inventory valuation with no maximum or minimum adjustment.  During January 1999,
Orbit and Astrosystems resolved an inventory valuation dispute resulting in an 
amount owed by Orbit to Astrosystems of approximately $236,000, inclusive of 
accrued interest. 

Orbit=s Power Units Segment is operated through its Behlman subsidiary.  The 
military division of Behlman designs and manufactures Apower conversion devices@
and electronic products for measurement and display.  The commercial products 
division produces high quality, Adistortion free commercial power units@ and low
noise UPS.

Products

Electronics Segment

Intercommunication Panels


The Orbit Instrument Division completed design and development of 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 Atelco-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 of the next 48 months.

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 Aoperator 
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, Astandard 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 
Acomputer 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)

In 1998, the Orbit Instrument Division completed development of 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 
Flourescent 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.

Power Units Segment

Power Sources

Behlman=s AAC power sources@ are used in the production of various types of 
equipment such as ballasts for fluorescent lighting, ACRT terminals@, hair 
dryers and hospital beds, 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).

Behlman=s UPS products are used for backup power when local power is lost.  
Behlman only competes in the Aruggedized market@ as opposed to the commercial 
AUPS market@.

Behlman=s military division has value-engineering personnel who are capable of 
reconfiguring obsolete or hard-to-maintain United States Government equipment.  
After the value-engineering is completed, in most instances, Behlman will be 
contracted to build the equipment, but in the event the component is 
contracted to be built elsewhere but is based upon the Behlman=s engineering 
design, Behlman will receive a percentage of the United States Government=s 
savings over the life of the program.

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=s railroad signaling power supply has been sold to railway passenger 
lines in northeastern 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 PS1350 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, will be 
introduced in the second quarter of 1999 as an intermediary version between 
the P1350 and the BL1350 in terms of cost and function.


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. 

The Orbit Instrument Division also has recently completed a prototype keyboard 
for Amission critical@ cost sensitive trading floor and brokerage firm 
applications.

The Orbit Instrument Division has recently 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.

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.

Power Units Segment

Behlman has developed a strategic relationship with a manufacturer of high 
voltage power supply modules. It has received prototype orders for power 
supplies utilizing these modules. Behlman is also looking at various ways to 
reconfigure its commercial hardware to meet military specifications so that 
its hardware may be considered ACommercial Off the Shelf@ for military 
requirements.  It is currently bidding on military programs for its units and 
has received a prototype order on a United States Government missile program.


Behlman has entered the Utility Transmission and Distribution (AT&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 generated from 
the substation batteries.  Behlman has received orders for this equipment and 
has been advertising in specific periodicals.  An offshoot of the T&D market is 
the telecommunications market where batteries are generally used to keep the 
system running.  This market is being investigated and Behlman plans to enter it
in much the same way as it entered the T&D market.

The products 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.  There are 
numerous companies (many of which have greater resources than the Company) 
capable of producing substantially all of the Company=s products.  However, to 
the Company=s knowledge, none of such competitors currently produce all of 
the products that the Electronics Segment produces. (See - AMajor Customers@). 

Competition in the markets for the Power Units Segment=s commercial and military
products depends on such factors as price, product reliability and performance, 
engineering and production.  In particular, due primarily to budgetary 
restraints and program cutbacks, competition in Behlman=s United States 
Government markets has been increasingly severe and price has become the major 
overriding factor in contract and subcontract awards. (See - AMajor Customers@).
To the Company=s knowledge, some of Behlman=s regular competitors include 
companies with substantially greater capital resources and larger engineering, 
administrative, sales and production staffs than Behlman.		

Major Customers

Various agencies of the United States Government and Raytheon Company accounted 
for approximately 27% and 21%, respectively, of net sales of the Company for the
year ended December 31, 1998.  The loss of either 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 either of the 
above-mentioned customers. 


The major customers of the Electronics Segment are various agencies of the 
United States Government, Raytheon Company and Northrop Grumman, accounting for 
approximately 34%, 32% and 14%, respectively, of the net sales of the 
Electronics Segment for the year ended December 31, 1998.  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 customers of the Power Units Segment are the United States Government 
and Baker Atlas, accounting for approximately 16% and 13%, respectively, of the 
net sales of the Power Units Segment for the year ended December 31, 1998.  The 
loss of either of these customers 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, 1998 and 1997 the Company=s backlog was as follows:




1998

1997

Electronics 

$7,000,000

$14,000,000

Power Units

2,000,000

   2,000,000

Total   

$9,000,000

$16,000,000

Of the backlog at December 31, 1998, approximately $2,000,000     represents 
backlog under contracts which will not be shipped during 1999.  Approximately 
$3,000,000 of the backlog at December 31, 1997 will be shipped during 1999.

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, 1998.

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 $793,000, $795,000 and $710,000 of research 
and development expenses during the years ended December 31, 1998, 1997 and 
1996, respectively.

Patents

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

Employees

As of March 12, 1999, the Company employed 98 persons on a full-time basis.  Of 
these, the Electronics Segment employed 48 people, consisting of 11 in 
engineering and drafting, 4  in sales and marketing, 8 in direct and corporate 
administration and the balance in production. The Power Units Segment employed 
50 people, consisting of 12 in engineering and drafting, 4 in sales, 3 in direct
and corporate administration and the balance in production.

Item 2.  PROPERTIES  

The Company owns 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.

Behlman leases 1,700 square feet in Ventura, California which is used for sales.
The lease expires in December 1999. 

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.

Item 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings against the Company, other than 
routine litigation incidental to the Company=s business, except as described 
below.

In re USA Classic Securities Litigation:  On September 23, 1993, a class action 
(the AClass Action@) was commenced by an alleged shareholder of USA Classic 
against USA Classic and certain of its directors in the United States District 
Court for the Southern District of New York.  The action was commenced on behalf
of shareholders, other than the defendants, who acquired their shares from 
November 20, 1992, the date of the initial public offering of common stock of 
USA Classic (the AOffering@), through September 22, 1993, and alleged violations
of the Securities Act of 1933, as amended (the ASecurities Act@) in connection 
with the Offering as well as violations of Section 10(b) of the Securities 
Exchange Act of 1934. Specifically, the complaint alleged that false and 
misleading statements were made in the registration statement (including the 
prospectus and the financial statements therein) filed in connection with the 
Offering and in certain financial statements of USA Classic filed subsequent to 
the Offering in violation of Sections 11 and 12 (2) of the Securities Act. The 
complaint further alleged Acontrol person@ liability under Section 15 of the 
Securities Act. The plaintiffs were seeking compensatory damages as well as fees
and expenses.

On February 1, 1994, a First Amended and Consolidated Complaint was filed in the
Class Action.  The First Amended and Consolidated Complaint added the Company as
a defendant and alleged that the Company is a Acontrolling person@ of USA 
Classic and an Aaider and abettor@ of the alleged violations of the securities 
laws.  The Company answered the First Amended and Consolidated Complaint on 
March 21, 1994.  The Class Action was stayed as against USA Classic as a result 
of USA Classic=s filing of a petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.

On October 4, 1994, a Second Amended and Consolidated Complaint was filed in the
Class Action.  The Second Amended and Consolidated Complaint restated the 
allegations against the Company and added PaineWebber Incorporated and Ladenburg
Thalmann & Co. Inc., the lead underwriters in the Offering, as additional 
defendants.  

On July 2, 1998, an agreement to settle this dispute was reached among all of 
the parties.  A written settlement agreement was executed on August 21, 1998.  
On January 15, 1999, the Honorable John S. Martin Jr. entered a final order and 
judgment certifying the class, accepting the terms of the settlement as 
reasonable, and dismissing the action.  Pursuant to the terms of the settlement 
agreement, and in complete satisfaction of its obligations thereunder, the 
Company paid $1,000,000 to the plaintiffs.

Sandra Lakritz v. Orbit International Corp.:  On July 7, 1995, Sandra Lakritz, a
former employee of the Company=s East/West division commenced an action in the 
Supreme Court, New York County, claiming employment discrimination based upon 
age and disability.  On December 4, 1995, the Company answered the complaint and
denied the allegations set forth therein.  In November, 1998, the parties 
reached an agreement to settle this action.  On December 1, 1998, the Company 
paid the plaintiff $50,000 in full satisfaction of the terms and conditions of 
the settlement agreement.

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.  Such bankruptcy proceedings are still pending.  Orbit has 
appointed a receiver and manager who has 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.

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 18, 1999, the Company had 634 shareholders of record. The Company=s 
stock is traded on the Nasdaq National Market (Nasdaq symbol ORBT).

The quarterly closing prices for the period January 1, 1997 through December 31,
 1998, as reported by Nasdaq, were as follows:



CLOSE




High

Low

1997:

  First Quarter:



25/8



2

  Second Quarter:

27/16

13/4

  Third Quarter:

33/16

129/32

  Fourth Quarter:

313/16

25/16


1998:

  First Quarter:



42



33/16

  Second Quarter:

4c

2f

  Third Quarter:

33

113/16

  Fourth Quarter:

2c

12







The Company has not declared any dividends during the aforesaid period. 



Item 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>







Year ended December 31,



<S>

1998
<C>

           1997
<C>

    1996
<C>

      1995
<C>

     1994
<C>

Net sales

$16,351,000

$17,626,000

$16,971,000  

$11,763,000

$12,254,000

Income 
from continuing
operations

1,881,000

2,038,000

 3,311,000 

  2,491,000

   1,098,000

Income (loss)
from discontinued 
	operations

--

--

( 8,800,000)

(24,744,000)

(18,093,000)

Income per share
from continuing 
operations: 
   Basic
   Diluted

 .30
 .27

 .34
 .30

       .56
       .53

  .42
 .42

  .18
  .18

Income (loss) per share   	from discontinued 	operations: 
   Basic   
   Diluted

B-
--

--
--

   ( 1.48)
   ( 1.42)

( 4.20)
  ( 4.17)

( 2.93)
  ( 2.92)

Total assets at year-end

19,145,000

17,899,000

 19,931,000

 38,028,000

 63,511,000

Long-term obligations

3,881,000

3,667,000

   3,817,000

   1,097,000

 8,909,000

Total stockholders=    	equity

9,059,000

7,287,000

   5,146,000

   9,318,000

  31,263,000

</TABLE>                                                                       






Item 7.	MANAGEMENT=S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations:

Year Ended December 31, 1998 v. Year Ended December 31, 1997

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 AElectronics Segment=).  Its Behlman subsidiary is engaged in 
the design and manufacture of commercial power units (the APower Units 
Segment@).

Consolidated net sales for the year ended December 31, 1998 decreased to 
$16,351,000 from $17,626,000 for the prior year, principally due to decreased 
sales of $1,480,000 in the Company=s Power Units Segment which were partially 
offset by increased sales of $205,000 in the Company=s Electronics Segment.

Gross profit, as a percentage of net sales, for the year ended December 31, 1998
decreased to 41.8% from 43.1% for the prior year due to lower gross profits 
realized by the Company=s Power Unit Segment primarily due to a reduction in the
Segment=s sales.

Selling, general and administrative expenses for the year ended December 31, 
1998 increased to $5,719,000 from $5,596,000 for the year ended December 31, 
1997, principally due to a charge of $236,000 in 1998, resulting from the final 
determination of an inventory dispute related to the 1996 Behlman acquisition.  
Excluding this charge, selling general and administrative expenses for the year 
Ended December 31, 1998 decreased to $5,483,000 from $5,596,000 for the 
prior year.  This decrease was principally due to a reduction in corporate 
expenses which were partially offset by higher selling, general and 
administrative costs incurred by the Electronics Segment resulting from 
increased selling and marketing efforts.  Selling, general and administrative 
expenses, as a percentage of sales, for the year ended December 31, 1998 
increased to 35.0% from 31.7% for the prior year due to higher selling, general 
and administrative costs incurred by the Electronics Segment and certain fixed 
costs of the Power Unit segment which did not decrease despite the reduction in 
the Segment=s sales.

In July 1998, the Company reached a settlement with respect to the USA Classic 
class action securities litigation pursuant to an executed AStipulation of 
Settlement@ by each of the parties and the approval of such by the court.  The 
Company=s portion of the settlement was  $1,000,000 of which $500,000 had been 
previously accrued.  Accordingly, the Company recorded an additional charge of 
$500,000 during 1998.

Interest expense for the year ended December 31, 1998 increased to $328,000 from
$253,000 for the prior year, principally due to interest recorded in the current
period by the Company related to a debt obligation of the discontinued apparel 
operations.  Such interest expense was recorded as part of the discontinued 
apparel operations for a portion of the prior period. 



Investment and other income for the year ended December 31, 1998 increased to 
$393,000 from $284,000 for the prior year, principally due to an increase in 
funds available for investment during 1998.

In connection with the resolution of the USA Classic class action securities 
litigation and its related uncertainties and consistent with Financial 
Accounting Standards No. 109, AAccounting for Income Taxes@, the Company 
recorded additional deferred tax assets and reduced its valuation allowance 
against its existing deferred tax assets by $1,200,000 during the year ended 
December 31, 1998.

Net income for the year ended December 31, 1998 decreased to $1,881,000 from 
$2,038,000 for the prior year.  Included in the current year=s net income was 
the reduction of a valuation allowance against existing deferred tax assets of 
$1,200,000 and charges of $500,000, recorded in connection with the settlement 
of the class action securities litigation and $236,000 resulting from the final 
determination of an inventory valuation dispute related to the 1996  Behlman 
acquisition.  Excluding the impact of the income tax benefit, the settlement of 
the class action litigation and the resolution of the dispute, net income for 
the year ended December 31, 1998 decreased to $1,417,000 from $2,038,000 from 
the prior year.  This decrease was principally due to lower profits recorded by 
the Company=s Power Units Segment resulting from a decrease in the Segment=s 
sales.

Year Ended December 31, 1997 v. Year Ended December 31, 1996

In August 1996, the Company adopted a plan to sell its apparel segments.  The 
plan of disposal of such segments left the Company with its Electronics and 
Power Units Segments.

Consolidated net sales for the year ended December 31, 1997 increased to 
$17,626,000 from $16,971,000 for the prior year due principally to additional 
sales recorded by Orbit=s Power Units Segment which was acquired as a result of 
the Behlman acquisition during the first quarter of 1996.  Sales for the 
Electronic Segment the Orbit Instrument Division did not materially change from 
1996 to 1997.

Gross profit, as a percentage of sales, for the year ended December 31, 1997 
decreased to 43.1% from 44.8% for the prior year due to lower margins realized 
both from the Electronics Segment and the Power Units Segment due to slightly 
higher production overhead costs and to the product mix of units sold.

Selling, general and administrative expenses for the year ended December 31, 
1997 increased slightly to $5,596,000 from $5,501,000 for the prior year due 
principally to a full year of selling, general and administrative costs incurred
by the Company=s Power Units Segment, which was acquired in February 1996 offset
by lower corporate costs.  Selling, general and administrative expenses as a 
percentage of sales for the year ended December 31, 1997 decreased slightly to 
31.7% from 32.4% for the prior year due to lower corporate costs and increased
sales from Behlman which increased at a greater rate than costs for that 
Segment.


Interest expense for the year ended December 31, 1997 increased to $253,000 from
$118,000 for the prior year due to interest recorded in the current year by the 
Company related to a certain debt obligation of the discontinued apparel 
operations.

Investment and other income for the year ended December 31, 1997 decreased to 
$284,000 from $1,320,000 for the prior year.  Such decrease is due principally 
to $815,000 of royalty income recorded in 1996 which represented a portion of a 
one-time royalty fee received from a former affiliate and  a reduction in 
available balances for investment in 1997.  

Income from continuing operations for the year ended December 31, 1997 decreased
to $2,038,000 from $3,311,000 for the prior year due principally to the 
recording, in the first quarter of 1996, of $815,000 which represented a portion
of a one-time royalty fee received from a former affiliate.  Had this royalty 
income not been recorded in 1996, income from continuing operations for the year
ended December 31, 1997 would have decreased to $2,038,000 from $2,496,000 for 
the prior year.  This decrease in income from continuing operations was 
primarily attributable to an increase in interest expense and a decrease in 
investment and other income during the current year.

Net income for the year ended December 31, 1997 increased to $2,038,000 from a 
loss of $5,489,000 for the year ended December 31, 1996 due principally to an 
operating loss in the prior period of $4,200,000 incurred from the Company=s 
discontinued apparel operations and to the estimated loss of $4,600,000 
resulting from the expected loss on the disposal of such apparel operations.

Liquidity, Capital Resources and Inflation 

Working capital increased to $7,941,000 at December 31, 1998 compared to 
$7,403,000 at December 31, 1997.  The ratio of current assets to liabilities 
slightly increased to 2.4 to 1 at December 31, 1998 from 2.2 to 1 at December 
31, 1997.

Net cash flows provided by operations for the year ended December 31, 1998 was 
$1,852,000, primarily attributable to the net income for the period, changes in 
the Company=s working capital and the non-cash flow effect of  a deferred tax 
asset. Cash flows used in investing activities for the year ended December 31, 
1998 was $991,000, primarily attributable to the net purchases of marketable 
securities.  Cash flows used in financing activities for the year ended 
December 31, 1998 was $1,519,000, primarily attributable to repayments of 
long-term debt plus the payoff of the Company=s asset based lending arrangement 
and treasury share purchases partially offset by the proceeds of a new credit 
facility.

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 (borrowed in 1999) was used to 
partially fund the class action securities litigation settlement of $1,000,000 
which was paid in 1999.

Under the Company=s factoring arrangement for its discontinued Canadian apparel 
operations, the Company provided a standby letter of credit as security for its 
guaranty under this lending facility, collateralized by marketable securities.  
As of December 31, 1998, the Company had provided approximately $23,000 in a 
standby letter or credit.  Such letter of credit expired in February 1999 and 
all obligations of the Company relating to the guaranty were paid.

In September 1998, the Company=s Board of Directors authorized a stock 
repurchase program for the repurchase of up to 250,000 shares of its common 
stock in the open market or in privately negotiated transactions.  Through March
15, 1999,  the Company repurchased approximately 157,000 shares at an average 
price of $1.67 per share.

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
 tc \l1 "Certain Material Trends 
Despite continued profitability in 1998, 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.  The delay in receiving these awards 
will shift a portion of shipments anticipated for 1999 into the year 2000.  
Consequently, the Company projects that the revenue of the Company=s Electronics
Segment in 1999 will not match the current year=s levels.

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 as a source of revenues 
and income.  World events have led the United States Government to reevaluate 
the level of military spending necessary for national security.  Any significant
reductions in the level of military spending by the United States Government 
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.

The Company has retained OEM Capital Corp. (AOEM@), an investment banking firm 
specializing in the electronics, communications and computer industries, to 
assist the Company in identifying viable acquisition opportunities.  Although 
the Company is committed to enhancing its sales and profitability through 
strategic acquisitions as well as through internal growth, there is no guarantee
that OEM will present acquisition candidates that will ultimately result in 
transactions for the Company.

Year 2000
 tc \l1 "Year 2000 
In accordance with the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995, the Company notes that certain statements 
contained in the following discussion concerning the change over to the Year 
2000 are forward-looking in nature and are subject to many risks and 
uncertainties. These forward-looking statements include such matters as the 
Company=s projected state of readiness, the Company=s projected cost of 
remediation, the expected date of completion of remediation and the expected 
contingency plans associated with any worst case scenarios. Such statements also
constitute AYear 2000 Readiness Disclosure@ within the meaning of the Year 2000 
Information and Readiness Disclosure Act.

The Year 2000 issue is the result of computer programs using two digits rather 
than four to define the applicable year. Such software may recognize a date 
using A00@ as the year 1900 rather than the Year 2000. This could result in 
system failures or miscalculations leading to disruptions in the Company=s 
activities and operations.

The Company has developed a plan to modify its information technology systems to
recognize the Year 2000, including the purchase of a new manufacturing software 
package, and has begun converting its critical data processing systems.  The 
Company expects the project to cost between $100,000 and $150,000 which will be 
funded by cash from operations.  This estimate includes the price of new 
software and internal costs but excludes the costs to upgrade and replace 
systems in the normal course of business as well as implementation of a new 
software package.  The Company did not expend any significant amount of money on
this project for the year ended December 31, 1998 and, although there can be no 
assurance, does not expect this project to have a material effect on its 
operations in 1999.  The Company also initiated discussions with its significant
suppliers, large customers and financial institutions to ensure that these 
parties have appropriate plans to remediate Year 2000 issues where their systems
interface with Company systems or otherwise impact its operations.  However the 
Company is currently uncertain as to the impact on its operations, liquidity and
financial condition should these organizations fail to properly remediate their 
computer systems.


While the Company intends to use diligent efforts and care to implement the plan
set forth above and to take any other necessary steps with regard to its 
information technology systems to prepare for the Year 2000 , there is no 
assurance that such steps will effectively accomplish such goal.  Furthermore, 
any failure on the part of the Company=s primary suppliers, service providers 
and customers to adapt their respective information technology systems to 
recognize the Year 2000 could adversely impact the Company.  Furthermore, the 
United States Government has been a significant customer of the Company for many
years.  There have recently been several press reports concerning whether 
certain departments of the United States Government will be Year 2000 compliant 
on a timely basis.  To the extent problems are identified, the Company will 
implement corrective procedures where necessary to avoid any adverse effect on 
the Company=s cash flow and financial condition.

The failure to correct a material Year 2000 problem could result in an 
interruption or failure of certain important business operations. The failure of
the Company=s sales and billing systems could result in the Company=s inability 
to timely post and record sales revenue and expenses. In addition, the aging of 
the Company=s accounts payable would be inaccurate.

The Company has prepared contingency plans for certain critical applications and
is working on plans for others.  These contingency plans involve, among other 
actions, manual workarounds, increase of  inventories, and protective cash 
management procedures.

The financial impact of any or all of the above worst-case scenarios has not 
been and cannot be estimated by the Company due to the numerous uncertainties 
and variables associated with such scenarios. Management believes, however, that
its Year 2000 program will significantly reduce the Company=s risks associated 
with the change over to the Year 2000.

Forward Looking Statements
 tc \l1 "Forward Looking Statements 
Statements in this Item 7 AManagement=s Discussion and Analysis of Financial 
Condition and Results of Operations@ and elsewhere in this document as well as 
statements made in press releases and oral statements that may be made by the 
Company or by officers, directors or employees of the Company acting on the 
Company=s behalf that are not statements of historical or current fact 
constitute Aforward-looking statements@ within the meaning of the Private 
Securities Litigation Reform Act of 1995. Such forward-looking statements 
involve known and unknown risks, uncertainties and other factors that could 
cause the actual 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.  In addition to statements which explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled 
with the terms Abelieves@, Abelief@, Aexpects@, Aintends@, Aanticipates@ or 
Aplans@ 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.

Item 7a.	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 $ 3,348,000 at December 31, 1998.  If market 
interest rates increase by five percent from levels at December 31, 1998, the 
effect on the Company=s results of operations would be approximately $ 165,000. 




	
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See index to financial statements, which is a part of the financial statements, 
and the financial statements and schedules included elsewhere in this Annual 
Report on Form 10-K. 


ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(Consolidated)
<TABLE>
<CAPTION>


Year Ended
December 31, 1998   

First Quarter

Second Quarter

Third Quarter

Fourth Quarter
<S>
Net sales
                <C>
$4,285,000
             <C>
$4,235,000
             <C>
$3,826,000
                <C>
$4,005,000

Gross profit

1,776,000

1,863,000

1,490,000

1,706,000

Net income 

471,000

1,110,000

293,000

7,000

Basic income per common share

$.08

$.18

$.05

$.00

Diluted income per common share

$.07

$.16

$.04

$.00
</TABLE>


<TABLE>
<CAPTION>
Year Ended
December 31, 1997   

First Quarter

Second Quarter

Third Quarter

Fourth Quarter
<S>
Net sales
                <C>
$3,970,000
              <C>
$4,426,000
             <C>
$4,651,000
                <C>
$4,579,000

Gross profit

1,595,000

1,900,000

1,926,000

2,182,000

Net income 

409,000

485,000

672,000

472,000

Basic income per common share

$.07

$.08

$.11

$.08

Diluted income per common share

$.06

$.07

$.10

$.07
</TABLE>                                                                       

Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

	PART III

Item 10.	 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding the remaining members of the Board of Directors is 
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 1999 Annual Meeting of Stockholders.

Item 11.	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 1999 Annual Meeting of Stockholders.

Item 12.	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 1999 Annual Meeting of Stockholders.

Item 13.	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 1999 Annual Meeting of Stockholders.

	PART IV

Item 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
FORM 8-K

(a)  The following documents are filed as part of this Annual Report on 
Form 10-K for the fiscal year ended December 31, 1998.

1.& 2.	Financial Statements and Schedule:

The index to the financial statements and schedule is incorporated by 
reference to the index to financial statements attached as an exhibit to this
Annual Report on Form 10-K.

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.

  10 (a)*	Amended and Restated Employment Agreement, dated as of February 15, 
1999, between Registrant and Mitchell Binder. 

  10 (b)*	Amended and Restated Employment Agreement, dated as of February 15, 
1999, between Registrant and Bruce Reissman.

  10 (c)*	Amended and Restated Employment Agreement, dated as of February 15, 
1999 between Registrant and Dennis Sunshine.

  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.

  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 Ernst & Young LLP.

  27*		Financial Data Schedule

(b)  Reports on Form 8-K:
No reports on Form 8-K have been filed during the last quarter of the period 
covered by this report.

__________
* 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 31, 1999 				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.


Signature

Title

Date

 /s/ Dennis Sunshine	
Dennis Sunshine 

President, Chief Executive 
Officer and Director

March 31, 1999

 /s/ Mitchell Binder	
Mitchell Binder 

Vice President-Finance, Chief 
Financial Officer and Director

March 31, 1999

 /s/ Bruce Reissman	
Bruce Reissman

Executive Vice President, 
Chief Operating Officer and 
Director

March 31, 1999

 /s/ Harlan Sylvan	
Harlan Sylvan 

Treasurer,
Secretary and Controller

March 31, 1999

 /s/ Marc Pfefferle	
Marc Pfefferle

Director

March 31, 1999

 /s/ John Molloy	
John Molloy

Director

March 31, 1999

 /s/ Stanley Morris	
Stanley Morris

Director

March 31, 1999
 


 









	




                                                                  


	CREDIT AGREEMENT

	Dated as of August 4, 1998

	by and between

	ORBIT INTERNATIONAL CORP.

	and

	THE CHASE MANHATTAN BANK






                                                                  

	TABLE OF CONTENTS


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS	  1
SECTION 1.01.  Definitions	  1
SECTION 1.02.  Accounting Terms	 10

ARTICLE II
LOANS	 10
SECTION 2.01.  Term Loan	 10
SECTION 2.02.  Term Note	 10
SECTION 2.03.  Settlement Loan	 11
SECTION 2.04.  Settlement Note	 11

ARTICLE III
INTEREST RATE; FEES AND PAYMENTS; USE OF PROCEEDS	 12
SECTION 3.01.  Interest Rate	 12
SECTION 3.02.  Use of Proceeds.	 12
SECTION 3.03.  Prepayments	 13
SECTION 3.04.  Fees.	 13
SECTION 3.05.  Capital Adequacy	 13
SECTION 3.06.	Funds; Manner of Payment	 14

ARTICLE IV
REPRESENTATIONS AND WARRANTIES	 14
SECTION 4.01.	Organization, Corporate Powers, etc.	 15
SECTION 4.02.	Authorization of Borrowing, Enforceable Obligations	 15
SECTION 4.03.	Financial Condition	 15
SECTION 4.04.	Taxes	 16
SECTION 4.05.	Title to Properties	 16
SECTION 4.06.	Litigation	 16
SECTION 4.07.	Agreements	 17
SECTION 4.08.	Compliance with ERISA	 17
SECTION 4.09.	Federal Reserve Regulations; Use of Proceeds	 18
SECTION 4.10.	Approval	 18
SECTION 4.11.	Subsidiaries and Affiliates	 18
SECTION 4.12.	Hazardous Materials	 18
SECTION 4.13.	Investment Company Act	 19
SECTION 4.14.	Security Agreements	 19
SECTION 4.15.	No Default.	 19
SECTION 4.16.	Material Contracts.	 19
SECTION 4.17.	Permits and Licenses.	 19
SECTION 4.18.	Compliance with Law.	 19
SECTION 4.19.	Y2K.  	 19
SECTION 4.20.	Disclosure	 20
ARTICLE V
CONDITIONS OF LENDING	 20
SECTION 5.01.	Conditions To the Term Loan	 20
SECTION 5.02.	Conditions to Settlement Loan	 24
SECTION 5.03.	Conditions to all Loans	 25

ARTICLE VI
AFFIRMATIVE COVENANTS	 25
SECTION 6.01.	Corporate Existence, Properties, etc.	 25
SECTION 6.02.	Payment of Indebtedness, Taxes, etc.	 26
SECTION 6.03.	Financial Statements, Reports, etc.	 26
SECTION 6.04.	Access to Premises and Records	 28
SECTION 6.05.	Notice of Adverse Change	 28
SECTION 6.06.	Notice of Default	 29
SECTION 6.07.	Notice of Litigation	 29
SECTION 6.08.	ERISA	 29
SECTION 6.09.	Compliance with Applicable Laws	 30
SECTION 6.10.	Subsidiaries and Affiliates	 30
SECTION 6.11.	Default in Other Agreements	 30
SECTION 6.12.	Environmental Laws.	 	 31
SECTION 6.13.	Further Assurance.	 31

ARTICLE VII
NEGATIVE COVENANTS	 31
SECTION 7.01.	Liens	 32
SECTION 7.02.	Indebtedness	 33
SECTION 7.03.	Guaranties	 33
SECTION 7.04.	Sale of Assets	 34
SECTION 7.05.	Sales of Notes	 34
SECTION 7.06.	Loans and Investments	 34
SECTION 7.07.	Nature of Business	 35
SECTION 7.08.	Sale and Leaseback	 35
SECTION 7.09.	Leases	 35
SECTION 7.10. 	Federal Reserve Regulations	 35
SECTION 7.11.	Accounting Policies and Procedures	 35
SECTION 7.12.	Limitations on Fundamental Changes	 35
SECTION 7.13.	Financial Condition Covenants.	 36
SECTION 7.14.	Subordinated Debt	 36
SECTION 7.15.  Dividends	 36
SECTION 7.16.	Transactions with Affiliates	 37
SECTION 7.17.	Impairment of Security Interest	 37
SECTION 7.18.	Joint Ventures.		 37
SECTION 7.19.	Annual Clean Up.		 37
SECTION 7.20.	Canadian Subsidiaries.	 38

ARTICLE VIII
EVENTS OF DEFAULT	 38
SECTION 8.01.	Events of Default	 38
ARTICLE IX
MISCELLANEOUS	 41
SECTION  9.01.	Notices	 41
SECTION  9.02.	Survival of Agreement	 42
SECTION  9.03.	Expenses of the Bank	 42
SECTION  9.04.	No Waiver of Rights by the Bank	 42
SECTION  9.05.	APPLICABLE LAW	 43
SECTION  9.06.	SUBMISSION TO JURISDICTION	 43
SECTION  9.07.	Extension of Maturity	 43
SECTION  9.08.	Modification of Agreement	 43
SECTION  9.09.	Severability	 44
SECTION  9.10.	Sale of Participations	 44
SECTION  9.11.	Reinstatement; Certain Payments	 44
SECTION  9.12. Right of Setoff	 44
SECTION  9.13.	Counterparts	 44
SECTION  9.14.	Headings	 45





SCHEDULES

Schedule I		-	Subsidiaries and Affiliates
Schedule II		-	Liens
Schedule III		-	Existing Indebtedness
Schedule IV		-	Existing Guaranties
Schedule V		-	Material Contracts
Schedule VI		-	Obligations and Liabilities
Schedule VII		-	Litigation

EXHIBITS

Exhibit A-1		-	Form of Term Note
Exhibit A-2		-	Form Settlement Note
Exhibit B-1		-	Form of Company Security Agreement
Exhibit B-2		-	Form of Corporate Guarantor Security 				
		Agreement
Exhibit C			-	Form of Notice of Borrowing
Exhibit D			-	Form of Second Mortgage
Exhibit E			-	Form of Corporate Guaranty
Exhibit F			-	Form of Opinion of Counsel


CREDIT AGREEMENT dated as of August 4, 1998, by and between ORBIT 
INTERNATIONAL CORP., a Delaware corporation (the "Company") and THE CHASE 
MANHATTAN BANK, a New York banking corporation (the "Bank").


	RECITALS

The Company has requested the Bank to extend credit and the Bank is willing to 
extend such credit to the Company, subject to the terms and conditions 
hereinafter set forth.

Accordingly, the Company and the Bank agree as follows:


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS tc \l1 "ARTICLE IDEFINITIONS AND 
ACCOUNTING TERMS 

SECTION 1.01.  Definitions tc \l2 "SECTION 1.01.  Definitions .  As used herein,
the following words and terms shall have the following meanings:

"Affiliate" shall mean with respect to any Person, any corporation, partnership,
limited liability company, limited liability partnership, joint venture, trust 
or unincorporated organization which, directly or indirectly, controls or is 
controlled by or is under common control with such Person.  For the purpose of 
this definition, "control" of a Person shall mean the power, direct or indirect,
to direct or cause the direction of the management or policies of such Person 
whether through the ownership of voting securities by contract or otherwise; 
provided that, in any event, any person who owns directly or indirectly 10% or 
more of the securities having ordinary voting power for the election of 
directors or other governing body of a corporation or 10% or more of the 
partnership or other ownership interest of any Person (other than as a limited 
partner of such other Person) will be deemed to control such corporation or 
other Person.  

"Agreement" shall mean this Credit Agreement dated as of August 4, 1998, as it 
may hereafter be amended, restated, supplemented or otherwise modified from time
to time.

"Approved Settlement" shall mean a settlement of the USA

Classic Securities Litigation which satisfies each of the following criteria: 
(i) such settlement is evidenced by a settlement agreement; (ii) the aggregate 
amount payable by the Company in such settlement does not exceed $1,000,000; 
provided, however, the waiver by the Company of any right to receive 
reimbursement for legal fees and expenses by its insurance carriers to the 
extent the amount of such reimbursement is paid to the plaintiffs as part of the
settlement shall be excluded from such amount; and (iii) Paine Webber 
Incorporated has agreed to discontinue with prejudice its action against the 
Company arising from the USA Classic Securities Litigation.

 	"Business Day" shall mean any day not a Saturday, Sunday or legal holiday, on 
which banks in New York City are open for business.

"Borrowing Date" shall mean with respect to any Loan, the date on which such 
Loan is disbursed to the Company.

"Canadian Subsidiaries" shall mean, collectively, Canada Classique Inc., a New 
Jersey corporation, Winnipeg Leather (1991), Inc. a Delaware corporation, and 
Symax Garment (1993), Ltd., a Delaware corporation.

"Capital Expenditures" shall mean additions to property and equipment of the 
Company and its Consolidated Subsidiaries, which, in conformity with Generally 
Accepted Accounting Principles, are included as "additions to property, plant or
equipment" or similar items which would be reflected in the consolidated 
statement of cash flow of the Company and its Consolidated Subsidiaries 
including without limitation, property and equipment which are the subject of 
Capital Leases.	

"Capital Lease" shall mean (a) any lease of property, real or personal, if the 
then present value of the minimum rental commitment thereunder should, in 
accordance with Generally Accepted Accounting Principles, be capitalized on the 
balance sheet of the lessee, and (b) any other such lease the obligations of 
which are required to be capitalized on the balance sheet of the lessee.


"Change of Control" shall mean (a) the acquisition by any Person, or two or more
Persons acting in concert (in each case, other than Bruce Reissman, Mitchell 
Binder or Dennis Sunshine or their respective spouses and/or trusts of which 
members of such individual's families are the sole beneficiaries and of which 
such individuals have the sole right to vote all securities held in the trust), 
of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and 
Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of
the outstanding shares of voting stock of the Company, or (b) during any period 
of 12 consecutive calendar months, commencing on the date of this Agreement, the
ceasing of those individuals (the "Continuing Directors") who (i) were directors
of the Company on the first day of each such period or (ii) subsequently became 
directors of the Company and whose initial election or initial nomination for 
election subsequent to that date was approved by a majority of the Continuing 
Directors then on the board of directors of the Company, to constitute a 
majority of the board of directors of the Company.

"Chief Financial Officer" shall mean the Chief Financial Officer of the Company.

"Closing Date" shall mean August 4, 1998.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to 
time.

"Commitments" shall mean, collectively, the Term Loan Commitment and the 
Settlement Loan Commitment.

"Consolidated" shall mean, as applied to any financial or accounting term, such 
term determined on a consolidated basis in accordance with Generally Accepted 
Accounting Principles for the Company and its Subsidiaries.  

"Consolidated Debt Service Coverage Ratio" shall mean for any period, the ratio 
of (a) Consolidated Net Income plus, to the extent deducted in determining 
Consolidated Net Income the sum of (i) all taxes to any government or 
governmental instrumentality (other than real estate taxes, sale taxes or use 
taxes) expenses on the Company's or its Subsidiaries' books (whether paid or 
accrued), (ii) all interest accrued or paid (if not previously accrued on any 
Indebtedness, and (iii) all depreciation and amortization expenses or charges, 
less (i) all cash dividends, distributions and withdrawals paid (including 
amounts reserved for such purposes) with respect to any capital stock, (ii) all 
redemptions, repurchases and retirements of capital stock (including amounts 
reserved for such purposes to the extent permitted hereunder), (iii) unfunded 
capital expenditures and (iv) extraordinary gains segregated according to 
Generally Accepted Accounting Principles, to (b) the sum of (i) all interest 
accrued or paid (if not previously accrued) on any Indebtedness, during the then
preceding four fiscal quarters, plus (ii) the scheduled installments of 
principal on all Indebtedness with an with an original maturity of 365 days or 
more.  All the foregoing categories shall be calculated with respect to the 
Company and its Subsidiaries and shall be calculated (without duplication) over 
the four fiscal quarters next preceding the date of calculation thereof with the
exception of the scheduled installments of principal original maturity of 365 
days or more, which shall each be calculated based upon the next succeeding four
fiscal quarters.


"Consolidated Net Income" shall mean, for any period, the net income (or net 
loss) of the Company and its Consolidated Subsidiaries on a Consolidated basis 
for such period determined in accordance with Generally Accepted Accounting 
Principles applied on a consistent basis.

"Consolidated Tangible Net Worth" shall mean (a) total Consolidated assets of 
the Company and its Consolidated Subsidiaries determined in accordance with 
Generally Accepted Accounting Principles applied on a consistent basis, except 
that there shall be excluded therefrom (i) all obligations due to the Company or
a Consolidated Subsidiary from an Affiliate which is not included in the 
Consolidated balance sheet of the Company and its Consolidated Subsidiaries or 
from any shareholder, officer or director of the Company or any Consolidated 
Subsidiary (ii) all intangible assets, including, without limitation, customer 
lists, organizational expenses, patents, trademarks, 
copyrights goodwill, covenants not to compete, research and development costs, 
training costs, and all unamortized debt discount, and deferred charges, and 
(iii) an amount equal to the amount, if any, by which the value of each 
marketable security reflected on the Consolidated balance sheet of the Company 
and its Consolidated Subsidiaries exceeds the amount paid by the Company or its 
Consolidated Subsidiaries for such marketable security, less (b) the total 
Consolidated liabilities of the Company and its Consolidated Subsidiaries 
determined in accordance with Generally Accepted Accounting Principles applied 
on a consistent basis.

"Consolidated Total Unsubordinated Liabilities" shall mean all items which, in 
accordance with Generally Accepted Accounting Principles applied on a consistent
basis, would properly be included on the liability side of the balance sheet 
(other than Subordinated Debt, capital stock, treasury stock, capital surplus 
and retained earnings), as of the date on which the amount of Consolidated Total
Unsubordinated Liabilities is to be determined, of the Company and its 
Consolidated Subsidiaries, computed and Consolidated in accordance with 
Generally Accepted Accounting Principles applied on a consistent basis.

"Corporate Guarantors" shall mean Behlman Electronics, Inc., Orbit Instrument of
California, Inc. and each other Subsidiary existing on the Closing Date (other 
than a Canadian Subsidiary) and each Person who, from time to time, is required 
to execute a Corporate Guaranty in accordance with Section 6.10.  For purposes 
of Article IV (other than Section 4.19) and Section 5.03(a), the term 
"Corporate Guarantors" shall be deemed to include each Canadian Subsidiary.


"Corporate Guaranty" means the Bank's form of Corporate Guaranty in the form 
attached hereto as Exhibit E to be executed and delivered by the Corporate 
Guarantors, as the same may hereafter be amended, restated, supplemented or 
otherwise modified from time to time.

"Default" shall mean any event or condition which upon notice, lapse of time or 
both, would constitute an Event of Default.

"Environmental Law" shall mean any federal, state, local or foreign 
environmental law, ordinance, rule, regulation or policy relating to the 
pollution or the protection of the environment or to the use, handling, 
transportation, treatment, storage, disposal, release or discharge of Hazardous 
Materials, including, without limitation, the Comprehensive Environmental 
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ''9601, 
et. seq.), the Hazardous Materials Transportation Act, as amended (49 
U.S.C. ''1801, et. seq.), the Resource Conservation and Recovery Act, as amended
(42 U.S.C. ''6901, et. seq.) and the rules and regulations promulgated pursuant 
thereto.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as 
amended from time to time.  Section references to ERISA are to ERISA, as in 
effect at the date of this Agreement and any subsequent provisions of ERISA, 
amendatory thereof, supplemental thereto or substituted therefor.

"ERISA Affiliate" shall mean each person (as defined in Section 3(9) of ERISA) 
which together with the Company or any Corporate Guarantor  would be deemed to 
be a member of the same "controlled group" within the meaning of Sections 
414(b) and (c), respectively, of the Code.

"Event of Default" shall have the meaning set forth in Article VIII.

"Executive Officer" shall mean either the President, Vice President, the Chief 
Financial Officer or the Secretary  of the Company or Corporate Guarantor, as 
applicable, and their respective successors, if any, designated by the board of 
directors.

"Existing Indebtedness" shall mean the aggregate Indebtedness of the Company and
its Subsidiaries to BNY Financial Corp. on the Closing Date other than the 
Indebtedness to BNY Financial Corp.-Canada described on Schedule III.

"First Mortgage" shall mean the consolidated mortgages more fully described in 
the Agreement of Consolidation, Modification and Extension of Mortgage dated the
date hereof by and between the Company and the Bank with respect to the 
Premises, as the same may hereafter be amended, restated, supplemented or 
otherwise modified from time to time.

"Hazardous Materials" shall mean any explosives, radioactive materials, or other
materials, wastes, chemicals or substances regulated as toxic, hazardous, or as 
a pollutant, contaminant, or waste under any Environmental Law.

"Hedging Agreement" means any interest rate swap, collar, cap, floor or forward 
rate agreement or other agreement regarding the hedging of interest rate risk 
exposure executed in connection with hedging the interest rate exposure of the 
Company or any Corporate Guarantor, and any confirming letter executed pursuant 
to such agreement, all as amended, supplemented, restated or otherwise modified 
from time to time.

"Indebtedness" shall mean, without duplication, as to any Person or Persons (a) 
indebtedness for borrowed money; (b) indebtedness for the deferred purchase 
price of property or services; (c) indebtedness evidenced by bonds, debentures, 
notes or other similar instruments; (d) obligations and liabilities secured by 
a Lien upon property owned by such Person, whether or not owing by such Person 
and even though such Person has not assumed or become liable for the payment 
thereof; (e) obligations and liabilities directly or indirectly guaranteed by 
such Person; (f) obligations or liabilities created or arising under any 
conditional sales contract or other title retention agreement with respect to 
property used and/or acquired by such Person; (g) obligations of such Person as 
lessee under Capital Leases; (h) net liabilities of such Person under Hedging 
Agreements and foreign currency exchange agreements, as calculated on a basis 
satisfactory to the Bank and in accordance with accepted practice; (i) all 
obligations of such Person in respect of bankers' acceptance; (j) all 
obligations, contingent or otherwise of such Person as an account party in 
respect of letters of credit, and (k) all liabilities which would be reflected 
on a balance sheet of such Person, prepared in accordance with Generally 
Accepted Accounting Principles.

"Interest Payment Date" shall mean (a) the last Business Day of each calendar 
month during the term hereof commencing with the calendar month immediately 
following the Closing Date and (b) the date the Loan is required to be repaid in
full.

"Liens" shall mean any lien (statutory or otherwise) security interest, 
mortgage, deed of trust, pledge, charge, conditional sale, title retention 
agreement, Capital Lease or other encumbrance or 
similar right of others, or any agreement to give any of the foregoing.

"Loans" shall mean, collectively, the Term Loan and the Settlement Loan.


"Loan Documents" shall mean, collectively, this Agreement, the Notes, the 
Security Agreements, the Second Mortgage, the Guaranties, and each other 
agreement executed in connection with the transactions contemplated hereby or 
thereby.

"Material Adverse Change" shall mean a material adverse change in the business, 
operations, assets or condition (financial or otherwise) of the Company or of 
the Company and the Corporate Guarantors taken as a whole.

"Material Adverse Effect" shall mean a material adverse effect on the business, 
operations, assets or condition (financial or otherwise) of the Company or of 
the Company and the Corporate Guarantors taken as a whole or on the ability of 
the Company or any Corporate Guarantor to perform its obligations under any Loan
Document to which it is a party.

"Material Contract" shall mean, with respect to any Person, each contract, 
instrument or agreement to which such Person is a party (i) which is material to
the business, operations, assets, prospects or condition (financial or 
otherwise) of such Person or (ii) which requires the payment during the term 
thereof in excess of $100,000.

"Notes" shall mean, collectively, the Term Note and the Settlement Note.


Notice of Borrowing" shall mean the Notice of Borrowing substantially in the 
form attached hereto as Exhibit C.

"Obligations" shall mean all obligations, liabilities and indebtedness of the 
Company to the Bank, whether now existing or hereafter created, absolute or 
contingent, direct or indirect, due or not, whether created directly or acquired
by assignment or otherwise, including, without limitation, all obligations, 
liabilities and indebtedness of the Company with respect to, (i) the principal 
of and interest on the Loans and the payment and performance of all other 
obligations, liabilities, and indebtedness of the Company to the Bank 
hereunder, under the Note or with respect to the Loans, including without 
limitation all fees, costs, expenses and indemnity obligations hereunder, (ii) 
any line of credit maintained with the Bank, and (iii) the First Mortgage.

"Payment Office" shall mean the Bank's office located at 395 North Service Road,
 Melville, New York 11747, Attention: Account Officer - Orbit International 
Corp.


"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant 
to Section 4002 of ERISA, or any successor thereto.

"Person" shall mean any natural person, corporation, limited liability company, 
limited liability partnership, business trust, joint venture, association, 
company, partnership or government, or any agency or political subdivision 
thereof.

"Plan" shall mean any multi-employer or single-employer plan defined in Section 
4001 of ERISA, which is maintained, or at any time during the five calendar 
years preceding the date of this Agreement was maintained for employees of the 
Company, any Corporate Guarantor or an ERISA Affiliate.

"Premises" shall mean the real property and improvements located at 80 Cabot 
Court, Hauppauge, New York 11788.

"Prime Rate" shall mean the rate per annum publicly announced by the Bank from 
time to time as its prime rate in effect at its principal office, each change in
the Prime Rate shall be effective on the date such change is announced to 
become effective.

 	"Reportable Event" shall mean an event described in Section 4043(c) of ERISA 
with respect to a Plan as to which the 30 day notice requirement has not been 
waived by the PBGC.

"Second Mortgage" shall mean the mortgage dated the date hereof executed by the 
Company in favor of the Bank with respect to the Premises, as the same may 
hereafter be amended, restated, supplemented or otherwise modified from time to 
time.

"Security Agreement" shall mean, with respect to the Company, the Security 
Agreement, in the form attached hereto as Exhibit B-1, and, with respect to each
Corporate Guarantor, the Guarantor Security Agreement in the form attached 
hereto as Exhibit B-2 to be executed and delivered on the Closing Date by the 
Company and each Corporate Guarantor, respectively, and, thereafter, by any 
Person who may be required to execute the same pursuant to Section 6.10, as 
each of the same may hereafter be amended, restated, supplemented or otherwise 
modified from time to time.

"Security Documents" shall mean, collectively, the Security Agreements and the 
Second Mortgage.

"Settlement Commitment" shall mean the Bank's obligation to make the Settlement 
Loan to the Company pursuant to Section 2.03 in an amount equal to $500,000.


"Settlement Loan" shall have the meaning specified in Section 2.03.

"Settlement Loan Maturity Date" shall mean the first day of the calendar quarter
immediately preceding the third anniversary of the Settlement Funding Date.

"Settlement Funding Date" shall mean January 8, 1999, or such earlier date which
is a Business Day on which the conditions in Section 5.02 have been satisfied.

"Settlement Note" shall mean the promissory note in the form attached hereto as 
Exhibit A-2 to be executed and delivered by the Company in favor of the Bank as 
the same may hereafter be amended, restated, supplemented or otherwise modified 
from time to time.

"Solvent" shall mean with respect to any Person as of the date of determination 
thereof that (a) the amount of the "present fair saleable value" of the assets 
of such Person will, as of such date, exceed the amount of all "liabilities 
of such Person, contingent or otherwise," as of such date, as such quoted 
terms are determined in accordance with applicable federal and state laws 
governing determinations of the insolvency of debtors, (b) the present fair 
saleable value of the assets of such Person will, as of such date, be greater 
than the amount that will be required on its debts as such debts become 
absolute and matured, (c) such Person will not have as of such date, an 
unreasonably small amount of capital with which to conduct its business, and 
(d) such Person will be able to pay its debts as they mature.

"Subordinated Debt or Subordinated Indebtedness" shall mean all debt which is 
subordinated in right of payment to the prior indefeasible payment in full of 
the Obligations of the Company and/or any Corporate Guarantor to the Bank on 
terms satisfactory to and approved in writing by the Bank.

 	"Subsidiaries" shall mean with respect to any Person any corporation, 
association or other business entity more than 50% of the voting stock or other 
ownership interest of which is at the time owned or controlled, directly or 
indirectly, by such Person or one or more of its Subsidiaries or a 
combination thereof.

"Term Loan" shall have the meaning specified in Section 2.01.

"Term Loan Commitment" shall mean the Bank's obligation to make the Term Loan to
the Company pursuant to Section 2.01 in an amount equal to $950,000.	

"Term Loan Maturity Date" shall mean June 1, 2003.

"Term Note" shall mean the promissory note in the form attached hereto as 
Exhibit A-1 to be executed and delivered by the Company in favor of the Bank as 
the same may hereafter be amended, restated, supplemented or otherwise modified 
from time to time.

"Unfunded Current Liability" of any Plan shall mean the amount, if any, by which
the present value of the accrued benefits under the Plan as of the close of its 
most recent plan year exceeds the fair market value of the assets allocable 
thereto, determined in accordance with Section 412 of the Code.

"USA Classic Securities Litigation" shall mean the litigation arising from the 
initial public offering of shares of capital stock of USA Classic, Inc. as more 
fully described in Item 3 of Part I of the Company's annual report on Form 10-K 
for the fiscal year ended December 31, 1997.

SECTION 1.02.  Accounting Terms tc \l2 "SECTION 1.02.  Accounting Terms .  
Except as otherwise herein specifically provided, each accounting term used 
herein shall have the meaning given to it under Generally Accepted Accounting 
Principles.  "Generally Accepted Accounting Principles" shall mean those 
Generally Accepted Accounting Principles and practices which are recognized 
as such by the American Institute of Certified Public Accountants acting 
through the Financial Accounting Standards Board ("FASB") or through other 
appropriate boards or committees thereof and which are consistently applied 
for all periods so as to properly reflect the consolidated financial 
condition, and the consolidated results of operations and cash flows of the 
Company and the Corporate Guarantors except that any accounting principle or 
practice required to be changed by the FASB (or other appropriate board or 
committee of the FASB) in order to continue as a Generally Accepted 
Accounting Principle or practice may be so changed.  Any dispute or 
disagreement between the Company and the Bank relating to the determination of 
Generally Accepted Accounting Principles shall, in the absence of manifest 
rror, be conclusively resolved for all purposes hereof by the written opinion 
with respect thereto, delivered to the Bank, of the independent accountants 
selected by the Company and approved by the Bank for the purpose of 
auditing the periodic consolidated financial statements of the Company and the 
Corporate Guarantors.  

ARTICLE II
LOANS tc \l1 "ARTICLE IILOANS 


SECTION 2.01.  Term Loan tc \l2 "SECTION 2.01.  Term Loan . Subject to the 
terms and conditions and relying upon the representations and warranties set 
forth herein, the Bank agrees to make a term loan (the "Term Loan") to the 
Company available in a single drawdown on the Closing Date in a principal 
amount equal to the Term Loan Commitment.  The Company shall give the Bank a 
duly completed and executed Notice of Borrowing not later than 11:00 a.m. (New 
York City time) on the Closing Date.  The Bank shall make the Term Loan 
hereunder by crediting the Term Loan to the account of the Company at the 
Payment Office.  The Term Note Commitment shall terminate immediately upon 
funding of the Term Loan on the Closing Date.  The Term Loan by the Bank 
shall be made against delivery to the Bank of the Term Note payable to the order
of the Bank, as referred to in Section 2.02 hereof.  

SECTION 2.02.  Term Note tc \l2 "SECTION 2.02.  Term Note .  (a) The Term Loan 
of the Bank shall be evidenced by the Term Note appropriately completed, duly 
executed and delivered on behalf of the Company, dated the Closing Date and in a
principal amount equal to the Term Loan Commitment.  The Term Note shall be 
payable as to principal in twenty consecutive quarterly installments of 
$47,500 on the first Business Day of each September, December, March and June
commencing September 1, 1998, provided the final installment on the Term Loan 
Maturity Date shall be in an amount equal to the remaining principal amount 
outstanding on Term Loan Maturity Date.  

(b) 	The date and amount of each payment or prepayment of principal of the Term 
Loan shall be recorded on the grid schedule annexed to the Term Note, and the 
Company authorizes the Bank to make such recordation; provided, however, that 
the failure of the Bank to set forth such payments and other information on 
such grid shall not in any manner affect the obligation of the Company to 
repay the Term Loan made by the Bank in accordance with the terms of the Term 
Note and this Agreement.  The Term Note, the grid schedule and the books and 
records of the Bank shall be conclusive evidence of the Term Loan made by the 
Bank absent manifest error.  

SECTION 2.03.  Settlement Loan tc \l2 "SECTION 2.03.  Settlement Loan . Subject 
to the terms and conditions and relying upon the representations and warranties 
set forth herein, the Bank agrees to make a term loan (the "Settlement Loan") to
the Company available in a single drawdown on the Settlement Funding Date in a 
principal amount equal to the Settlement Loan Commitment.  The Company shall 
give the Bank a duly completed and executed Notice of Borrowing not later 
than 11:00 a.m. (New York City time) on the Settlement Funding Date.  The 
Bank shall make the Settlement Loan hereunder by crediting the Settlement Loan 
to the account of the Company at the Payment Office.  The Settlement Loan 
Commitment shall terminate immediately upon funding of the Settlement Loan on 
the Closing Date.  The Settlement Loan by the Bank shall be made against 
delivery to the Bank of the Settlement Note payable to the order of the 
Bank, as referred to in Section 2.04 hereof.  

SECTION 2.04.  Settlement Note tc \l2 "SECTION 2.04.  Settlement Note .  (a) 
The Settlement Loan of the Bank shall be evidenced by the Settlement Note 
appropriately completed, duly executed and delivered on behalf of the Company, 
dated the Settlement Funding Date and in a principal amount equal to the 
Settlement Loan Commitment.  The Settlement Note shall be payable as to 
principal in twelve consecutive quarterly installments of $41,667 on the first 
Business Day of each September, December, March and June commencing the first 
such date to occur following the Settlement Funding Date, provided the final 
installment on the Settlement Loan Maturity Date shall be in an amount equal 
to the remaining principal amount outstanding on Settlement Loan Maturity 
Date.  

(b) 	The date and amount of each payment or prepayment of principal of the 
Settlement Loan shall be recorded on the grid schedule annexed to the Settlement
Note, and the Company authorizes the Bank to make such recordation; provided, 
however, that the failure of the Bank to set forth such payments and other 
information on such grid shall not in any manner affect the obligation 
of the Company to repay the Settlement Loan made by the Bank in accordance with 
the terms of the Settlement Note and this Agreement.  The Settlement Note, the 
grid schedule and the books and records of the Bank shall be conclusive evidence
 of the Settlement Loan made by the Bank absent manifest error.  


ARTICLE III
INTEREST RATE; FEES AND PAYMENTS; USE OF PROCEEDS tc \l1 "ARTICLE 
IIIINTEREST RATE; FEES AND PAYMENTS; USE OF PROCEEDS 

SECTION 3.01.  Interest Rate tc \l2 "SECTION 3.01.  Interest Rate .  (a) Each 
Loan shall bear interest for the date thereof on the unpaid principal amount 
thereof at a fluctuating rate per annum equal to the Prime Rate plus a 
margin of .75% per annum.

(b)	If the Company shall default in the payment of the principal of or interest 
on any portion of any Loan or any other amount becoming due hereunder, 
including, without limitation, fees, the Company shall on demand from time to 
time pay interest on such defaulted amount accruing from the date of such 
default (without reference to any period of grace) up to and including the 
date of actual payment (after as well as before judgment) at a rate per annum 
equal to the Prime Rate plus a margin of 2% per annum.


(c)	Upon the occurrence and continuance of an Event of Default the outstanding 
principal amount of the Loans (excluding any defaulted payment of principal 
accruing interest in accordance with clause (b) above) at the sole discretion of
the Bank shall bear interest payable upon demand at a rate of interest 2% 
per annum in excess of the rate otherwise in effect from time to time with 
respect thereto.

(d)	Anything in this Agreement or in the Notes to the contrary notwithstanding, 
the obligation of the Company to make payments of interest shall be subject to 
the limitation that payments of interest shall not be required to be paid to the
Bank to the extent that the charging or receipt thereof would not be 
permissible under the law or laws applicable to the Bank limiting the rates 
of interest that may be charged or collected by the Bank.  If the provisions of
this Agreement or the Notes would at any time otherwise require payment by 
the Company to the Bank of any amount of interest in excess of the maximum 
amount permitted by applicable law the interest payments shall be reduced to 
the extent necessary so that the Bank shall not receive interest in excess 
of such maximum amount.  

(e)	Interest on the Loan shall be payable to the Bank in arrears on each 
Interest Payment Date and shall be calculated on a year of 360 days for the 
actual days elapsed.

SECTION 3.02.  Use of Proceeds. tc \l2 "SECTION 3.02.  Use of Proceeds.   The 
proceeds of the Term Loan shall be used by the Company to refinance a portion of
the Existing Indebtedness on the Closing Date and transaction fees incurred by 
the Company in connection with this Agreement.  The proceeds of the Settlement 
Loan shall be used by the Company to fund a portion of the amounts owing by the 
Company pursuant to an Approved Settlement.

SECTION 3.03.  Prepayments tc \l2 "SECTION 3.03.  Prepayments .  (a) The 
Company may from time to time repay the outstanding principal amount of any 
Loan, in whole or in part, without premium or penalty on the same Business Day 
by giving irrevocable written notice to the Bank specifying the date and amount 
of repayment and to which Loan such prepayment should be applied.  If such 
notice is given, the Company shall make such repayment and the payment 
amount specified in such notice shall be due and payable, on the date specified 
therein, together with accrued interest to such date on the amount repaid to the
Bank.  Partial prepayments pursuant to this Section 3.03 shall be in an 
aggregate principal amount of $100,000 or whole multiples in excess thereof
and shall be applied to the remaining installments of principal of the Term Loan
or Settlement Loan, as applicable, in inverse order of maturity.  


(b)	In the event the Settlement Loan is paid pursuant to the terms of the 
Approved Settlement into a settlement fund, escrow account or otherwise not 
to the plaintiffs in the USA Classics Securities Litigation, and all or a 
portion of such funds are not released to such plaintiffs in accordance with a 
final settlement or all or a portion of such funds are disbursed to the 
Company or its designee, the Company shall immediately apply an amount equal to 
such funds not so released or such disbursed funds, as applicable, to prepayment
of the outstanding principal balance of the Settlement Loan or in the event such
Loan has been paid in full, to the Term Loan.  Each prepayment made pursuant 
to this Section 3.03 (b) shall be accompanied by accrued interest on the 
principal amount being prepaid to the date of prepayment and shall be applied to
the remaining installments of principal of the applicable Loan in inverse 
order maturity.

SECTION 3.04.  Fees. tc \l2 "SECTION 3.04.  Fees.   (a) The Company agrees to 
pay to the Bank a nonrefundable facility fee of $10,875, $8,250 of which was 
previously paid to the Bank.  The remaining $2,625 of the facility fee shall be 
payable by the Company to the Bank on the Closing Date.

(b) The Company agrees to pay to the Bank a nonrefundable commitment fee on the 
amount of the Settlement Loan Commitment from the date of this Agreement until 
the date of termination of the Settlement Commitment on the Settlement Funding
Date at the rate of 1/4 of 1% per annum, based on a year of 360 days, payable on
the last day of each month, commencing August 4, 1998 and on the termination of 
the Settlement Loan Commitment.


SECTION 3.05.  Capital Adequacy tc \l2 "SECTION 3.05.  Capital Adequacy .  If 
the Bank shall have determined that the adoption of any applicable law, rule or 
regulation regarding capital adequacy, or any change therein, or any change in 
the interpretation or administration thereof by any governmental authority, 
central bank or comparable agency charged with the interpretation or 
administration thereof, or compliance by the Bank (or any lending office of the 
Bank) or the Bank's holding company, with any request or directive regarding 
capital adequacy (whether or not having the force of the law) of any such 
authority, central bank or comparable agency, has or would have the effect of 
reducing the rate of return on the Bank's capital or on the capital of the 
Bank's holding company as a consequence of its obligations hereunder to a 
level below that which the Bank could have achieved but for such adoption, 
change or compliance (taking into consideration the Bank's policies and the 
policies of the Bank's holding company with respect to capital adequacy) by 
an amount deemed by the Bank to be material, then from time to time, the 
Company shall pay to the Bank, upon demand by the Bank, the additional amount
or amounts as the Bank shall have determined will compensate the Bank or the 
Bank's holding company for such reduction.  The Bank's determination of such 
amounts shall be conclusive and binding on the Company absent manifest error.  
This Section 3.05 shall survive termination of the Agreement and payment of 
the Note for a period of one year.

SECTION 3.06.	Funds; Manner of Payment tc \l2 "SECTION 3.06.	Funds; 
Manner of Payment . (a) Unless otherwise specified herein each payment and 
prepayment of principal of and interest on each Loan shall be made by the 
Company not later than 12:00 noon, New York City time, on the date on which 
it is payable.

(b) All payments made by the Company hereunder or under the Notes will be made 
without setoff, counterclaim, deductions or other defense.  All such payments 
will be made free and clear of, and without deduction or withholding for, any 
present or future taxes, levies, imposts, duties, fees, assessments or other 
charges of whatever nature now or hereafter imposed by any jurisdiction or by 
any political subdivision or taxing authority thereof or therein (but excluding
any tax imposed on or measured by the net income of the Bank) and all 
interest, penalties or similar liabilities with respect thereto (such 
non-excluded items being hereinafter collectively referred to as "Taxes").  If 
any Taxes are so levied or imposed, the Company will pay the full amount of such
Taxes and such additional amounts as may be necessary so that every payment of 
all amounts due hereunder or under any Note, after withholding or deduction for 
or on account of any Taxes, will not be less than the amount provided for 
herein or in the related Note.  The Company will furnish to the Bank within 
30 days after the date the payment of any Taxes is due pursuant to applicable 
law certified copies of tax receipts evidencing such payment by the Company.  
The Company will indemnify and hold harmless the Bank, and reimburse the Bank 
upon its written request, for the amount of any Taxes so levied or imposed 
and paid by the Bank, which indemnity shall survive termination of this 
Agreement and payment of the Notes.  All payments under this Agreement shall be 
made in lawful money of the United States of America in immediately available 
funds at the Payment Office of the Bank.

(c)	The Bank shall directly charge all interest and principal payments due in 
respect of the Loans and all fees payable hereunder to one or more of the 
Company's accounts at the Payment Office or other office of the Bank.



ARTICLE IV
REPRESENTATIONS AND WARRANTIES tc \l1 "ARTICLE IVREPRESENTATIONS 
AND WARRANTIES 

In order to induce the Bank to enter into this Agreement and to make the Loans, 
the Company represents and warrants to the Bank that:

SECTION 4.01.	Organization, Corporate Powers, etc. tc \l2 "SECTION 4.01.
	Organization, Corporate Powers, etc.   The Company and each Corporate Guarantor
(a) is a corporation duly incorporated, validly existing and in good standing 
under the laws of the state of its incorporation, (b) has the power and 
authority to own its properties and to carry on its business as now being 
conducted, (c) is duly qualified to do business in every jurisdiction wherein 
the conduct of its business or the ownership of its properties are such as to 
require such qualification except where failure to qualify could not 
reasonably be expected to have a Material Adverse Effect, (d) has the 
corporate power to execute and perform each of the Loan Documents to which it is
a party, (e) with respect to the Company, has the corporate power to borrow 
hereunder and to execute and deliver the Notes, and (f) is in compliance in all 
material respects with all applicable federal, state and local laws, rules 
and regulations except where failure to qualify could not reasonably be expected
to have a Material Adverse Effect.  


SECTION 4.02.	Authorization of Borrowing, Enforceable Obligations tc \l2 
"SECTION 4.02.	Authorization of Borrowing, Enforceable Obligations .  The 
execution, delivery and performance by the Company of this Agreement, and the 
other Loan Documents to which it is a party, the borrowings by the Company 
hereunder, and the execution, delivery and performance of each Corporate 
Guarantor of the Loan Documents to which such Corporate Guarantor is a party, 
(a) have been duly authorized by all requisite corporate action, (b) will not 
violate or require any consent under (i) any provision of law applicable to the 
Company or any Corporate Guarantor, any governmental rule or regulation, or the 
Certificate of Incorporation, By-laws or other organizational documents, as 
applicable, of the Company or any Corporate Guarantor or (ii) any order of 
any court or other agency of government binding on the Company or any 
Corporate Guarantor or any indenture, agreement or other instrument to which the
Company or any Corporate Guarantor is a party, or by which the Company or any 
Corporate Guarantor or any of its property is bound, and (c) will not be in 
conflict with, result in a breach of or constitute (with due notice and/or lapse
of time) a default under, any such indenture, agreement or other instrument, or 
result in the creation or imposition of any Lien, upon any of the property or 
assets of the Company or any Corporate Guarantor other than as contemplated by 
this Agreement or the other Loan Documents.  This Agreement and each other 
Loan Document to which the Company, and each Corporate Guarantor is a party, 
constitutes a legal, valid and binding obligation of the Company and each
Corporate Guarantor as the case may be, enforceable against the Company and each
Corporate Guarantor, as the case may be, in accordance with its terms.

SECTION 4.03.	Financial Condition tc \l2 "SECTION 4.03.	Financial 
Condition .  (a) The Company has heretofore furnished to the Bank the 
(a) audited Consolidated balance sheet of the Company and the Corporate 
Guarantors and the related Consolidated statement of income, retained 
earnings and cash flow of the Company and the Corporate Guarantors, audited 
by Ernst & Young, LLP independent certified accountants for the fiscal year 
ended December 31, 1997, and (b) the management prepared financial statements of
the Company for the fiscal quarter ended March 31, 1998.  Such financial 
statements were prepared in conformity with Generally Accepted Accounting 
Principles and fairly present the financial position and results of operations 
of the Company as of the date of such financial statements and for the periods 
to which they relate and, since December 31, 1997, no Material Adverse Change 
has occurred.  The Company shall deliver to the Bank a certificate by the 
Chief Financial Officer of the Company to that effect on the Closing Date.  
Except as set forth on Schedule VI, there are no obligations or liabilities 
contingent or otherwise, of the Company or any Corporate Guarantor which are not
reflected on such statements.  Except as set forth in Schedule VI, neither the 
Company nor any Corporate Guarantor has any obligations or liabilities, 
contingent or otherwise, with respect to the insolvency or liquidation of any 
Canadian Subsidiary.

(b)	The Company and each Corporate Guarantor (other than Canada Classique 
Inc. and Winnipeg Leather (1991), Inc.) is Solvent.

SECTION 4.04.	Taxes tc \l2 "SECTION 4.04.	Taxes .  The Company and each 
Corporate Guarantor has filed or caused to be filed all foreign, federal, state 
and local tax returns which are required to be filed, and has paid or has caused
to be paid all taxes shown on said returns and all other taxes assessed 
against it to the extent that such taxes have become due, except taxes which
are being contested in good faith and which are reserved against in 
accordance with Generally Accepted Accounting Principles.


SECTION 4.05.	Title to Properties tc \l2 "SECTION 4.05.	Title to Properties .  
The Company and each Corporate Guarantor has good and marketable title to their 
respective real properties and good and valid title to their respective personal
properties and assets, in each case, as reflected on the financial statements 
referred to in Section 4.03 hereof, except for such properties and assets as 
have been disposed of since the date of such financial statements as no longer 
used or useful in the conduct of their respective business or as have been 
disposed of in the ordinary course of business, and all such properties and 
assets are free and clear of all Liens, except as permitted by Section 7.01 
and except, with respect to the Company's real property at 80 Cabot Court, 
Hauppauge, New York, those exceptions set forth on Schedule B to the Title 
Insurance Policy delivered on the Closing Date insuring the lien of the Second 
Mortgage. 

SECTION 4.06.	Litigation tc \l2 "SECTION 4.06.	Litigation .  (a) Except as set 
forth on Schedule VII, there are no actions, suits or proceedings (whether or 
not purportedly on behalf of the Company or any Corporate Guarantor) pending or,
to the knowledge of the Company, threatened against or affecting the Company 
or any Corporate Guarantor at law or in equity or before or by any federal, 
state, municipal or other governmental department, commission, board, bureau, 
agency or instrumentality, domestic or foreign, which involve any of the 
transactions contemplated herein or which, if adversely determined against 
the Company or such Corporate Guarantor, could reasonably be expected to result 
in any materially adverse change in the business, operations, prospects, 
properties or assets or in the condition, financial or otherwise, of the 
Company, or such Corporate Guarantor; and (b) neither the Company nor any 
Corporate Guarantor is in default with respect to any judgment, writ, 
injunction, decree, rule or regulation of any court or federal, state, 
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which could have a materially adverse 
effect on the business, operations, prospects, properties or assets or in the 
condition, financial or otherwise, of the Company or any Corporate Guarantor. 

SECTION 4.07.	Agreements tc \l2 "SECTION 4.07.	Agreements .  Except 
with respect to the bankruptcy and liquidation of Canada Classique, Inc. and 
Winnipeg Leather (1991), Inc. as described in the Company's annual report on 
Form 10-K for the fiscal year ended December 31, 1997, neither the Company nor 
any Corporate Guarantor is a party to any agreement or instrument or subject 
to any charter or other corporate restriction or any judgment, order, writ, 
injunction, decree or regulation which could materially and adversely affect 
its business, operations, prospects, properties or assets, or condition, 
financial or otherwise.  Neither the Company nor any Corporate Guarantor is 
in default in any manner which could reasonably be expected to have 
Material Adverse Effect.


SECTION 4.08.	Compliance with ERISA tc \l2 "SECTION 4.08.	Compliance with 
ERISA .  Each Plan is in compliance with ERISA; no Plan is insolvent or in 
reorganization, no Plan has an Unfunded Current Liability, and no Plan has an 
accumulated or waived funding deficiency or permitted decreases in its 
funding standard account within the meaning of Section 412 of the Code; 
neither the Company nor any ERISA Affiliate nor any Corporate Guarantor has 
incurred any material liability to or on account of a Plan pursuant to 
Section 515, 4062, 4063, 4064, 4201 or 4204 of ERISA or expects to incur any 
liability under any of the foregoing sections on account of the termination of
participation in or contributions to any such Plan, no proceedings have been 
instituted to terminate any Plan, no condition exists which presents a risk 
to the Company or any Corporate Guarantor or of incurring a liability to or on 
account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no
lien imposed under the Code or ERISA on the assets of the Company or any 
Corporate Guarantor securing obligations, indirectly or directly, in excess of 
$25,000, individually or in the aggregate, exists or is likely to arise on 
account of any Plan; and the Company, and each Corporate Guarantor may 
terminate contributions to any other employee benefit plans maintained by 
them without incurring any material liability to any person interested therein.

SECTION 4.09.	Federal Reserve Regulations; Use of Proceeds tc \l2 "SECTION 
4.09.	Federal Reserve Regulations; Use of Proceeds .  (a) Neither the Company 
nor any Corporate Guarantor is engaged principally in, nor has as one of its 
important activities, the business of extending credit for the purpose of 
purchasing or carrying any "margin stock" (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System of the United States, as 
amended from time to time).  If requested by the Bank, the Company will, and 
will cause each Corporate Guarantor to, furnish to the Bank such a statement 
on Federal Reserve Form U-1.

(b)	No part of the proceeds of any Loan will be used, whether directly or 
indirectly, and whether immediately, incidentally or ultimately, (i) to 
purchase or to carry margin stock or to extend credit to others for the 
purpose of purchasing or carrying margin stock, or to refund indebtedness 
originally incurred for such purposes, or (ii) for any purpose which violates or
is inconsistent with the provisions of the Regulations T, U, or X of the Board 
of Governors of The Federal Reserve System.

(c)	The proceeds of each Loan shall be used solely for the purposes permitted 
under Section 3.02.


SECTION 4.10.	Approval tc \l2 "SECTION 4.10.	Approval s.  No registration 
with or consent or approval of, or other action by, any federal, state or other 
governmental authority or regulatory body or any other Person is required in 
connection with the execution, delivery and performance of this Agreement by 
the Company or any Corporate Guarantor, or with the execution and delivery of 
other Loan Documents to which it is a party or, with respect to the Company, 
the borrowings hereunder other than registrations, consents and approvals 
received prior to the date hereof and disclosed to the Bank and which are in 
full force and effect.

SECTION 4.11.	Subsidiaries and Affiliates tc \l2 "SECTION 4.11.
	Subsidiaries and Affiliates .  Attached hereto as Schedule I is a correct and 
complete list of all of the Company's and each Corporate Guarantor's 
Subsidiaries and Affiliates showing as to each Subsidiary and Affiliate, its 
name, the jurisdiction of its incorporation, its shareholders or other 
owners of an interest in each Subsidiary and Affiliate and the number and 
percentage of outstanding shares or other ownership interest owned by each 
shareholder or other owner of an interest. 

SECTION 4.12.	Hazardous Materials tc \l2 "SECTION 4.12.	Hazardous 
Materials .  The Company and each Corporate Guarantor are each in compliance 
in all material respects with all applicable Environmental Laws and neither the 
Company nor any Corporate Guarantor has used Hazardous Materials on, from, or 
affecting any property now owned or occupied, and will not use Hazardous 
Materials on, from or affecting any property hereafter owned or occupied 
by the Company or any Corporate Guarantor in any manner which violates any 
applicable Environmental Law.  No prior owner of any such property or any 
tenant, subtenant, prior tenant or prior subtenant have used Hazardous 
Materials on, from, or affecting such property in any manner which violates 
any applicable Environmental Law.  

SECTION 4.13.	Investment Company Act tc \l2 "SECTION 4.13.
	Investment Company Act .  Neither the Company nor any Corporate Guarantor is
an "investment company", or a company "controlled" by an "investment company", 
within the meaning of the Investment Company Act of 1940, as amended.

SECTION 4.14.	Security Agreements tc \l2 "SECTION 4.14.	Security 
Agreements .  Each Security Agreement executed by the Company and each Corporate
Guarantor shall constitute a valid and continuing lien on and security interest 
in the collateral referred to in such Security Agreement in favor of the Bank 
which shall be, upon the filing of the Uniform Commercial Code financing 
statements delivered on the Closing Date on behalf of the Company and each
Corporate Guarantor at the offices in the jurisdictions, listed on Schedule C to
each Security Agreement, prior to all other Liens, claims and right of all other
Persons, and shall be enforceable as such against all other Persons.

SECTION 4.15.	No Default. tc \l2 "SECTION 4.15.	No Default.   No event 
has occurred and is continuing and no condition exists which constitutes a 
Default or an Event of Default.


SECTION 4.16.	Material Contracts. tc \l2 "SECTION 4.16.	Material 
Contracts.   Set forth on Schedule V is a complete and accurate list of all 
Material Contracts of the Company and each Corporate Guarantor, showing the 
parties thereto and subject matter thereof and amendments and modifications 
thereto.  Each such Material Contract (a) is in full force and effect 
and is binding upon and enforceable against the Company or each Corporate 
Guarantor, as the case may be, and all other parties thereto in accordance 
with its terms, and (b) there exists no default under any Material Contract 
by the Company or any Corporate Guarantor or to the Company's knowledge by any
other party thereto which has not been fully cured or waived.

SECTION 4.17.	Permits and Licenses. tc \l2 "SECTION 4.17.	Permits and 
Licenses.   The Company and each Corporate Guarantor each has all material 
permits, licenses, certifications, authorizations and approvals required for it 
lawfully to own and operate their respective businesses.

SECTION 4.18.	Compliance with Law. tc \l2 "SECTION 4.18.	Compliance with 
Law.   The Company and each Corporate Guarantor are each in compliance in all 
material respects with all laws, rules, regulations, orders and decrees which 
are applicable to the Company or any Corporate Guarantor, or to any of their 
respective properties.


SECTION 4.19.	Y2K.   tc \l2 "SECTION 4.19.	Y2K.   Any reprogramming 
required to permit the proper functioning, in and following the year 2000, of 
(a) the Company's, or any Corporate Guarantor's computer systems and 
(b) equipment containing embedded microchips (including systems and equipment 
supplied by others or with which the Company's or any Corporate Guarantor's
systems interface, in each case, which are used in the Company's or any 
Corporate Guarantor's business) and the testing of all such systems and 
equipment, as so reprogrammed, will be completed by June 30, 1999.  The cost to 
the Company and each Corporate Guarantor of such reprogramming and testing 
and of the reasonably foreseeable consequences of year 2000 to the Company 
and each Corporate Guarantor (including, without limitation, reprogramming 
errors and the failure of others' systems or equipment which are used in the 
Company's or any Corporate Guarantor's business) will not result in an Event 
of Default or event, which upon notice lapse or time or both would constitute an
Event of Default or have a material adverse effect on the business, 
operations, prospects, properties or assets, or in the condition, financial or 
otherwise, of the Company or any Corporate Guarantor.  Except for such of the 
reprogramming referred to in the preceding sentence as may be necessary, the 
computer and management information systems of the Company and each Corporate 
Guarantor are and, with ordinary course upgrading and maintenance, will 
continue to be, sufficient to permit the Company and each Corporate Guarantor to
conduct their respective businesses without having a material adverse effect on 
the business, operations, prospects, properties or assets, or in the 
condition, financial or otherwise of the Company and any Corporate Guarantor.  

SECTION 4.20.	Disclosure tc \l2 "SECTION 4.20.	Disclosure .  None of the 
reports, financial statements, certificates or other documents, certificates or 
written statements furnished to the Bank by or on behalf of the Company or any 
Corporate Guarantor hereunder or under any other Loan Document for use in 
connection with the transactions contemplated by this Agreement or any other 
Loan Document contains any untrue statement of material fact or omits to 
state a material fact necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances in which they were made.


ARTICLE V
CONDITIONS OF LENDING tc \l1 "ARTICLE VCONDITIONS OF LENDING 


SECTION 5.01.	Conditions To the Term Loan tc \l2 "SECTION 5.01.
	Conditions To the Term Loan .  The obligation of the Bank to make the Term 
Loan hereunder is subject to the following conditions precedent:

(a)	Term Note.  On or prior to the Closing Date, the Bank shall have received 
the Term Note duly executed by the Company.

(b)	Corporate Guaranties.  On or prior to the Closing Date, the Bank shall have 
received a Corporate Guaranty duly executed by each Corporate Guarantor.

(c)	Security Agreements.  On or prior to the Closing Date, the Bank shall have 
received the Security Agreements duly executed by the Company and each 
Corporate Guarantor.

(d)	[Reserved].

(e)	Second Mortgage.  On or prior to the Closing Date, the Bank shall have 
received (i) the Second Mortgage, duly executed by the Company, (ii) a title 
policy and lender's title insurance binder issued by an insurance company 
authorized to transact business in New York and acceptable to the Bank naming 
the Bank as insured and ensuring that the Second Mortgage creates a 
continuing, valid lien on the Premises prior to all other liens other than the 
lien of the First Mortgage and securing an amount not less than $1,450,000, 
and (iii) the current legal description and survey of the Premises certified 
to the Bank and such insurance company.


(f)	Opinion of Counsel.  On the Closing Date, the Bank shall have received the 
favorable written opinion of counsel for the Company and the Corporate 
Guarantors dated the date thereof, substantially in the form of Exhibit F 
attached hereto.

(g)	Supporting Documents.  The Bank shall have received on the Closing Date 
(i) a certificate of good standing for the Company and each Corporate Guarantor 
from the secretary of the states of their organizational jurisdiction dated 
as of a recent date; (ii) certified copies of the Certificate of 
Incorporation and By-laws of the Company and each Corporate Guarantor; (iii) a 
certificate of the Secretary or an Assistant Secretary of the Company and each 
Corporate Guarantor dated the Closing Date and certifying (x) that neither 
the Certificates of Incorporation nor the By-laws of the Company or any 
Corporate Guarantor has been amended since the date of their certification 
(y) that attached thereto is a true and complete copy of resolutions adopted by 
the Board of Directors of the Company and each Corporate Guarantor authorizing 
the execution, delivery and performance of each Loan Document to which it is a 
party and, with respect to the Company, the borrowings hereunder; and (z) the 
incumbency and specimen signature of each officer of the Company and each 
Corporate Guarantor executing each Loan Document to which the Company or a 
Corporate Guarantor is a party and any certificates or instruments furnished 
pursuant hereto or thereto, and a certification by another officer of the 
Company and each Corporate Guarantor as to the incumbency and signature of 
the Secretary or Assistant Secretary of the Company and each Corporate 
Guarantor; and (iv) such other documents as the Bank may reasonably request.

(h)	Audit.  The Bank or its representatives or agents shall have conducted, at 
the Company's expense, a field audit of the accounts receivable and of all 
books, records and properties of the Company and the Corporate Guarantors and 
the Bank shall have been satisfied with the results of such audit.

(i)	Insurance.  The Bank shall have received on or prior to the Closing Date a 
certificate of insurance from an independent insurance broker confirming the 
insurance required to be maintained pursuant to Section 6.01 hereof.

(j)	Assets Free from Encumbrances; No Contingent Obligations.  The Bank shall 
have received on or prior to the Closing Date (i) Lien searches and any UCC-3 
termination statements, required by the Bank to ensure that the assets of the 
Company and each Corporate Guarantor are free and clear of all Liens, except 
those Liens permitted pursuant to Section 7.01 and (ii) evidence, which may 
include an opinion of counsel, satisfactory to the Bank that  neither the 
Company nor any Corporate Guarantor has any liabilities or obligations, 
contingent or otherwise, with respect to Canada Classique Inc. and Winnipeg 
Leather (1991) Inc.

(k)	Payment of Existing Indebtedness.  On the Closing Date, the Bank shall have 
received (i) evidence satisfactory to it that the Existing Indebtedness shall be
paid in full upon the funding of the Loan, (ii) UCC-3 financing statements 
executed by BNY Financial Corp. assigning or terminating their respective 
security interests in all personal property of Company and each Corporate 
Guarantor, (iii) except the facility to Canada Classique, Inc. identified on 
Schedule III, satisfaction or termination of all of the Company's existing 
credit facilities and all other lines of credits provided by BNY Financial 
Corp., (iv) except with respect to the guaranty identified on Schedule IV, 
releases by BNY Financial Corp. of all guarantees executed by the Company or any
of its Subsidiaries and (v) evidence of the release of all mortgages held by BNY
Financial Corp. with respect to the Premises.

(l)	Landlord Waivers.  The Bank shall have received on or prior to the Closing 
Date, a landlord's waiver and agreement on the Bank's form thereof executed by 
each lessor of real property leased by any Company or any Corporate Guarantor 
where Collateral (as that term is defined in the Security Agreement) is located.

(m)	Consummation of Mortgage Loan.  On the Closing Date, the Company and the 
Bank shall have executed the First Mortgage.   

(n)	Fees.  The Company shall have paid the fees payable on the Closing Date 
referred to in Section 3.04 and all costs and expenses incurred by the Bank 
in connection with the negotiation, preparation and execution of the Loan 
Documents and the creation and perfection of the Liens granted pursuant to 
the Security Agreements (including, without limitation, the fees and expenses 
of counsel and of the field audit identified in clause (h) above). 

(o)	Financial Statements of the Company and its Subsidiaries.


The Bank shall have received not less than thirty days prior to the Closing 
Date (i) the audited consolidated financial statements of the Company and its 
Subsidiaries for the fiscal year ended December 31, 1997 accompanied by an 
unqualified opinion thereon of independent certified public accountants 
acceptable to the Bank, (ii) the management prepared consolidating financial 
statements of the Company and its Subsidiaries for the fiscal year ended 
December 31, 1997 which support the financial statements referred to in 
clause (i), which statement shall be certified by the Chief Financial 
Officer, and (iii) a copy of the management letter, if any, prepared by the 
auditors of the Company's financial statements for the fiscal years ended 
December 31, 1997 and December 31, 1996.

(p)	Certain Agreements.  Receipt and satisfactory review by the Bank of (i) all 
shareholder agreements, voting trust agreements, employment agreements, 
consulting agreements, and management agreements to which the Company or any 
Corporate Guarantor is a party and (ii) all agreements governing the terms of 
Indebtedness for borrowed money of the Company and each Corporate Guarantor, 
including, without limitation (x) the promissory note executed by the Company
in favor of Panda Group Inc. (as amended) delivered by the Company in 
connection with the purchase of the assets of Panda Group Inc. and (y) the 
Indebtedness payable to the estate of Max Reissman pursuant to an employment 
agreement dated July 1, 1992 by and between the Company and Max Reissman.

(q)	Litigation Update; Due Diligence.	Bank and its counsel shall have been 
satisfied with its investigation of the USA Classic Securities Litigation, 
which investigation shall include discussions among the Bank, its counsel and 
counsel representing the Company in that litigation; and the Bank shall have 
completed all other due diligence with respect to the Company and each 
Corporate Guarantor, including, without limitation, bank checkings, trade 
checkings, customer checkings and litigation checkings and the Bank shall 
have been satisfied with the results thereof.

(r)	Pension Plans.  Bank shall have received a copy of the most recent audit of 
the Company's and each Corporate Guarantor's pension plans which are subject 
to audit requirements under ERISA and confirmation satisfactory to it that 
(i) such Plans are funded in accordance with at least the minimum statutory 
requirements for funding, (ii) no Reportable Event has occurred with respect
to any Plan, and (iii) no termination of, or withdrawal from, any of such Plans
has occurred or was contemplated that would result in any liability on the part
of the Company or any Corporate Guarantor.

(s)	Completion of Proceedings.  All corporate and other proceedings, and all 
documents, instruments and other legal matters in connection with the 
transactions contemplated by the Loan Documents shall be satisfactory in form 
and substance to the Bank and its counsel.


(t)	Other Information, Documentation.	The Bank shall receive such other and 
further information and documentation as it may require, including, but not 
limited, to any information or documentation relating to compliance by the 
Company and each Corporate Guarantor with the requirements of all federal, state
and local laws, ordinances, rules, regulations or policies governing the use,
storage, treatment, transportation, refinement, handling, production or 
disposal of Hazardous Materials.

(u)	Notice of Borrowing.  The Bank shall have received, in accordance with 
Section 2.01, a Notice of Borrowing duly executed by an Executive Officer of 
the Company with respect to the Term Loan.

SECTION 5.02.	Conditions to Settlement Loan tc \l2 "SECTION 5.02.
	Conditions to Settlement Loan .  The obligation of the Bank to make the 
Settlement Loan hereunder is subject to the satisfaction of the conditions 
set forth in Section 5.01 (which conditions shall be deemed satisfied in the 
event the Bank funds the Term Loan on the Closing Date) and the following 
conditions precedent:  

(a)	Settlement Note.  On or prior to the Settlement Funding Date, the Bank shall
have received the Settlement Note duly executed by the Company.

(b)	Due Diligence.	At least five Business Days prior to the Settlement Funding 
Date, the Bank shall have received such information with respect to the 
settlement of the USA Classic Securities Litigation as it shall deem 
necessary or appropriate, including, without limitation, a copy of the 
executed settlement agreement and the releases and other documents or 
instruments to be delivered pursuant thereto.

(c)	Approved Settlement.  The settlement of the USA Classic Securities 
Litigation shall constitute an "Approved Settlement".

(d)	Notice of Borrowing.  The Bank shall have received, in accordance with 
Section 2.03, a Notice of Borrowing duly executed by an Executive Officer of 
the Company with respect to the Settlement Loan. 

(e)  Settlement Date.  The conditions identified in clauses (a) through (d) 
shall have been satisfied on or prior to January 8, 1999.

SECTION 5.03.	Conditions to all Loans tc \l2 "SECTION 5.03.	Conditions to 
all Loans .  The obligation of the Bank to make each Loan hereunder is 
subject to the conditions precedent set forth in Section 5.01, with respect to 
the Term Loan and the conditions set forth in Section 5.02 with respect to 
the Settlement Loan and the following conditions precedent:


(a)	Representations and Warranties.  The representations and warranties by the 
Company and each Corporate Guarantor pursuant to this Agreement and the Loan 
Documents to which each is a party shall be true and correct on and as of the 
Borrowing Date with the same effect as though such representations and 
warranties had been made on and as of the Borrowing Date, and the Company 
shall have delivered a certificate to that effect dated the Borrowing Date and 
executed by an Executive Officer.

(b)	No Default.  The Company and each Corporate Guarantor shall be in 
compliance with all the terms and provisions set forth herein or in any other 
Loan Document on their part to be observed or performed, and no Default or Event
of Default shall have occurred and be continuing on the Borrowing Date or 
will result after giving effect to the Loan, and the Company shall have 
delivered a certificate to that effect dated the Borrowing Date and executed by 
an Executive Officer.

(c)	No Material Adverse Changes.  Since December 31, 1997, nothing shall 
have occurred which in the Bank's sole opinion could individually or in the 
aggregate have a material adverse effect (including, without limitation, a 
material adverse effect resulting from any litigation identified on Schedule 
VII) on (i) the rights and remedies of the Bank under any Loan Document, 
(ii) the ability of the Company or any Corporate Guarantor to perform its 
obligations under any Loan Document to which it is a party, or (iii) the 
business, operations, performance, properties, prospects 
or condition, financial or otherwise, of the Company or any Corporate Guarantor 
after giving effect to the Loans.


ARTICLE VI
AFFIRMATIVE COVENANTS tc \l1 "ARTICLE VIAFFIRMATIVE COVENANTS 

The Company covenants and agrees with the Bank that so long as the Commitments 
shall remain in effect or any of the principal of or interest on the Note or any
other Obligations shall be unpaid it will, and will cause each Corporate 
Guarantor and each Canadian Subsidiary to:

SECTION 6.01.	Corporate Existence, Properties, etc. tc \l2 "SECTION 6.01.
	Corporate Existence, Properties, etc.   Do or cause to be done all things 
necessary to preserve and keep in full force and effect its corporate existence,
rights and franchises (provided each Canadian Subsidiary may be dissolved in 
accordance with applicable law provided it has satisfied all of its 
liabilities and obligations to all third parties and governmental authorities 
prior to such dissolution and neither the Company nor any Corporate Guarantor 
shall have any liability or obligation with respect thereto); comply in all 
material respects, with all laws applicable to it; at all times maintain, 
preserve and protect all franchises and trade names and preserve all of its 
property used or useful in the conduct of its business and keep the same in 
good repair, working order and condition, and from time to time make, or cause 
to be made, all needful and proper repairs, renewals, replacements, 
betterments and improvements thereto so that the business carried on in 
connection therewith may be properly and advantageously conducted at all 
times; at all times keep its insurable properties adequately insured and 
maintain (a) insurance to such extent and against such risks, including fire 
and business interruption, as is customary with companies in the same or 
similar businesses, (b) workmen's compensation insurance in the amount 
required by applicable law, (c) public liability insurance, which shall 
include product liability insurance, in the amount customary with companies 
in the same or similar business against claims for personal injury or death or 
properties owned, occupied or controlled by it, and (d) such other insurance 
as may be required by law or as may be required in writing by the Bank.  Each 
such policy of insurance shall name the Bank as loss payee and additional 
insured and shall provide for at least thirty (30) day's prior written notice 
to the Bank of any modification or cancellation of such policies.  The Company 
shall provide to the Bank promptly upon receipt thereof evidence of the 
annual renewal of each such policy.

SECTION 6.02.	Payment of Indebtedness, Taxes, etc. tc \l2 "SECTION 6.02.
	Payment of Indebtedness, Taxes, etc.   (a) Pay all indebtedness and 
obligations, now existing or hereafter arising, as and when due and payable and 
(b) pay and discharge or cause to be paid and discharged promptly all taxes, 
assessments and government charges or levies imposed upon it or upon its 
income and profits, or upon any of its property, real, personal or mixed, or 
upon any part thereof, before the same shall become in default, as well as 
all lawful claims for labor, materials and supplies or otherwise which, if 
unpaid, might become a lien or charge upon such properties or any part 
thereof; provided, however, that neither the Company nor any Corporate Guarantor
shall be required to pay and discharge or cause to be paid and discharged any 
such tax, assessment, charge, levy or claim so long as the validity thereof 
shall be contested in good faith by appropriate proceedings, and the Company or 
such Corporate Guarantor, as the case may be, shall have set aside on its books
adequate reserves determined in accordance with Generally Accepted Accounting 
Principles with respect to any such tax, assessment, charge, levy or claim so 
contested and; further, provided that, subject to the foregoing proviso, the 
Company and each Corporate Guarantor will pay or cause to be paid all such 
taxes, assessments, charges, levies or claims upon the commencement of 
proceedings to foreclose any lien which has attached as security therefor.


SECTION 6.03.	Financial Statements, Reports, etc. tc \l2 "SECTION 6.03.
	Financial Statements, Reports, etc.   Furnish to the Bank:

(a)	(i) as soon as available, but in any event within 105 days after the end 
of each fiscal year of the Company, a copy of the audited consolidated 
balance sheet of the Company and the Corporate Guarantors as of the end of 
such year and the related audited consolidated statements of income, retained 
earnings and cash flow for such year, setting forth in each case in 
comparative form the respective figures for the previous fiscal year end, and 
accompanied by a report thereon of a "Big Six" accounting firm or other 
independent certified public accountants of recognized standing selected by the 
Company and satisfactory to the Bank (the "Auditor"), which report shall be 
unqualified; and (ii) as soon as available, but in any event within 105 days 
after the end of each fiscal year of the Company and each Corporate 
Guarantor, a copy of the management prepared consolidating statements of the 
Company in the form previously delivered to the Bank pursuant to Section 
5.01(0), which support the financial statements delivered pursuant to clause 
(i), in each case of (i) and (ii) prepared in accordance with Generally 
Accepted Accounting Principles, applied on a consistent basis and with 
respect to the statements referred to in clause (ii) accompanied by a 
certificate to that effect executed by the Chief Financial Officer;

(b)	as soon as available, but in any event not later than 60 days after the 
end of each quarterly period (other than the fourth fiscal quarter) of each 
fiscal year of the Company, a copy of the unaudited interim Consolidated and 
consolidating balance sheet of the Company and the Corporate Guarantors as of 
the end of each such quarter and the related unaudited interim Consolidated 
and consolidating statements in the form previously delivered to the Bank 
pursuant to Section 5.01(0)of income, retained earnings and cash flow 
for such quarter and the portion of the fiscal year through such date and, with 
respect to the Consolidated Statements, setting forth in each case in 
comparative form the respective figures, with respect to the balance sheet, 
for the previous fiscal year end and, with respect to the statements of 
income, retained earnings and cash flows for the corresponding period 
in the previous fiscal year, in each case prepared by the Chief Financial 
Officer in accordance with Generally Accepted Accounting Principles, applied 
on a consistent basis and accompanied by a certificate to that effect 
executed by the Chief Financial Officer;


(c) a certificate prepared and signed by the Auditor with each delivery required
by (a) and a certificate prepared and signed by the Chief Financial Officer 
with each delivery required by clause (a) and clause (b), as to whether or 
not, as of the close of such preceding period and at all times during such 
preceding period, the Company or the Corporate Guarantor, as the case may be, 
was in compliance with all the provisions in this Agreement, showing 
computation of financial covenants and quantitative negative covenants, and 
if the Auditor or Chief Financial Officer, as the case may be, shall have 
obtained knowledge of any default in such compliance or notice of such 
default, it shall disclose in such certificate such default or defaults or 
notice thereof and the nature thereof, whether or not the same shall 
constitute an Event of Default hereunder;

(d)	at all times indicated in clause (a) above, a copy of the management 
letter, if any, prepared by the Auditor;

(e)	with each delivery required by clauses (a) and (b) above, a written report 
with respect to the USA Classic Securities Litigation, which report shall update
the status of such litigation since the prior report and shall include 
information with respect to settlement discussions between the respective 
counsels to the Company and the plaintiff in such litigation.  The portion of 
such report which contains non-public information shall be kept confidential 
by the Bank in accordance with the Confidentiality Agreement dated August 
4, 1998 by and between the Company and the Bank.

(f)	promptly, after filing thereof, copies of all regular and periodic 
financial information, proxy materials and other information and reports which 
the Company or any Corporate Guarantor shall file with the Securities and 
Exchange Commission;

(g)	promptly after submission to any government or regulatory agency, all 
documents and information furnished to such government or regulatory agency 
other than such documents and information prepared in the normal course of 
business and which could not result in any adverse action to be taken by such 
agency; and

(h)	promptly, from time to time, such other information regarding the 
operations, business affairs and condition, financial or otherwise, of the 
Company or any Corporate Guarantor as the Bank may reasonably request.


SECTION 6.04.	Access to Premises and Records tc \l2 "SECTION 6.04.	Access 
to Premises and Records .  Maintain financial records in accordance with 
Generally Accepted Accounting Principles and permit representatives of the 
Bank to have access during normal business hours to the premises of the 
Company and each Corporate Guarantor upon request (subject to not 
less than five (5) day's prior notice), and to examine and make excerpts from 
the minute books, books of accounts, reports and other records and to discuss 
the affairs, finances and accounts of the Company and the Corporate 
Guarantors with their respective principal officers or with their respective 
independent accountants.

SECTION 6.05.	Notice of Adverse Change tc \l2 "SECTION 6.05.	Notice 
of Adverse Change .  Promptly notify the Bank in writing of (a) any change in 
the business or the operations which may be materially adverse to the 
business, operations, prospects, properties or assets or to the condition, 
financial or otherwise, of the Company or any Corporate Guarantor disclosing 
the nature thereof, and (b) any information which indicates that any 
financial statements which are the subject of any representation contained in 
this Agreement, or which are furnished to the Bank pursuant to this 
Agreement, fail, in any material respect, to present fairly the financial 
condition and results of operations purported to be presented therein, 
disclosing the nature thereof.

SECTION 6.06.	Notice of Default tc \l2 "SECTION 6.06.	Notice of Default .
	Promptly notify the Bank of any Default or Event of Default which notice shall
include a written statement as to such occurrence, specifying the nature thereof
and the action which is proposed to be taken with respect thereto.


SECTION 6.07.	Notice of Litigation tc \l2 "SECTION 6.07.	Notice of 
Litigation .  Give the Bank prompt written notice of (a) any judgment filed 
against the Company or any Corporate Guarantor in connection with the USA 
Classic Securities Litigation, (b) any settlement agreed to by the Company 
and/or any other parties to the USA Classic Securities Litigation, with 
respect to matters which are the subject of such litigation or any party, 
(c) any trial date which may be set with respect to the USA Classic 
Securities Litigation and cause counsel to the Company and the Corporate 
Guarantors to make itself available to the Bank to discuss the status of 
the USA Classic Securities Litigation as requested from the Bank from time to 
time, and (d) any action, suit or proceeding at law or in equity or by or before
any governmental instrumentality or other agency which, if adversely determined 
against the Company or any Corporate Guarantor, on the basis of the 
allegations and information set forth in the complaint or other notice of such 
action, suit or proceeding, or in the amendments thereof, if any, would 
(i) materially impair the right of the Company or any Corporate Guarantor to 
carry on its business substantially as now conducted or (ii) materially and 
adversely affect the business, operations, assets or condition, financial or 
otherwise, of the Company or any Corporate Guarantor.

SECTION 6.08.	ERISA tc \l2 "SECTION 6.08.	ERISA .  Promptly deliver to 
the Bank a certificate of the Chief Financial Officer of the Company setting 
forth details as to such occurrence and such action, if any, which the 
Company, such Corporate Guarantor or such ERISA Affiliate is required or 
proposes to take, together with any notices required or proposed to be given 
to or filed with or by the Company, such Corporate Guarantor, ERISA 
Affiliate, the PBGC, a Plan participant or the Plan Administrator, with respect 
thereto:  that a Reportable Event has occurred, that an accumulated funding 
deficiency has been incurred or an application may be or has been made 
to the Secretary of the Treasury for a waiver or modification of the minimum 
funding standard (including any required installment payments) or an 
extension of any amortization period under Section 412 of the Code with 
respect to a Plan, that a Plan has been or may be terminated, reorganized, 
partitioned or declared insolvent under Title IV of ERISA, that a Plan has an 
Unfunded Current Liability giving rise to a lien under ERISA,  that 
proceedings may be or have been instituted to terminate a Plan, that a 
proceeding has been instituted pursuant to Section 515 of ERISA to collect a 
delinquent contribution to a Plan, or that the Company, any Corporate Guarantor
or any ERISA Affiliate will or may incur any liability (including any contingent
or secondary liability) to or on account of the termination of or withdrawal 
from a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA.  The 
Company will deliver to the Bank a complete copy of the annual report 
(Form 5500) of each Plan required to be filed with the Internal Revenue 
Service.  In addition to any certificates or notices delivered to the Bank 
pursuant to the first sentence hereof, copies of annual reports and any other 
notices received by the Company or any Corporate Guarantor required to be 
delivered to the Bank hereunder shall be delivered to the Bank no later than 
10 days after the later of the date such report or notice has been filed with 
the Internal Revenue Service or the PBGC, given to Plan participants or 
received by the Company or a Corporate Guarantor.

SECTION 6.09.	Compliance with Applicable Laws tc \l2 "SECTION 6.09.
	Compliance with Applicable Laws .	Comply with the requirements of all 
applicable laws, rules, regulations and orders of any governmental authority, 
the breach of which could materially and adversely affect the business, 
operations, prospects, properties or assets or the condition, financial or 
otherwise, of the Company or any Corporate Guarantor, including, without 
limitation, the rules and regulations of the Board of Governors of the 
Federal Reserve System and the Federal Deposit Insurance Corporation.


SECTION 6.10.	Subsidiaries and Affiliates tc \l2 "SECTION 6.10.
	Subsidiaries and Affiliates .	Promptly notify the Bank prior to the occurrence 
thereof, of the creation, establishment or acquisition, in any manner, of any 
Subsidiary of the Company or any Corporate Guarantor not existing on the date 
hereof and cause (a) each Subsidiary (other than any Canadian Subsidiary) to 
execute a Corporate Guaranty and Security Agreement concurrently with the 
creation, establishment or acquisition of such Subsidiary, and concurrently with
the delivery of each Security Agreement and Corporate Guaranty pursuant to this 
Section 6.10 provide to the Bank the supporting documents identified in 
clauses (a), (b), (c) and (d) of Section 5.01(g) in each case 
with respect to the Subsidiary executing the same, together with a favorable 
written opinion of counsel to such Subsidiary in form and substance satisfactory
to the Bank, as to the due execution, delivery and enforceability of such 
documents and such other matters as the Bank may request.  

SECTION 6.11.	Default in Other Agreements tc \l2 "SECTION 6.11.	Default 
in Other Agreements .	Promptly notify the Bank of any default which in any 
manner could materially and adversely affect the business, properties, assets, 
operations or condition, financial or otherwise, of the Company or any Corporate
Guarantor in the performance, observance or fulfillment of any of the 
obligations, covenants or conditions contained in any agreement or instrument
to which the Company or any Corporate Guarantor is a party.


SECTION 6.12.	Environmental Laws.	  tc \l2 "SECTION 6.12.	Environmental 
Laws.	  Comply with and ensure compliance by all tenants and subtenants of their
respective properties with the requirements of all applicable Environmental 
Laws, provide to the Bank all documentation in connection with such 
compliance that the Bank may request, and defend, indemnify, and hold 
harmless the Bank, its employees, agents, officers, and directors, from and 
against any claims, demands, penalties, fines, liabilities, settlements, 
damages, costs, or expenses of whatever kind of nature, known or unknown, 
contingent or otherwise, arising out of, or in any way related to, (a) the 
presence, disposal, release, or threatened release of any Hazardous Materials 
on any property at any time owned or occupied by the Company or any Corporate 
Guarantor; (b) any personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to such Hazardous Materials; 
(c) any lawsuit brought or threatened, settlement reached, or government order
relating to such Hazardous Materials, and/or (d) any violation of laws, orders, 
regulations, requirements, or demands of government authorities, or any policies
or requirements of the Bank, which are based upon or in any way related to such
Hazardous Materials including, without limitation, reasonable attorney and 
consultant fees, investigation and laboratory fees, court costs, and 
litigation expenses.  Execute and cause each Corporate Guarantor to execute any 
and all documentation with respect to environmental matters as the Bank may 
request and such documentation shall be in form and substance satisfactory to 
the Bank.  

SECTION 6.13.	Further Assurance. tc \l2 "SECTION 6.13.	Further 
Assurance.   Execute and deliver to the Bank all such documents and instruments 
and do all such other acts and things as may be necessary or required by the 
Bank to enable the Bank to exercise and enforce its rights under the Loan 
Documents to which it is a party, and to record and file and re-record and 
re-file all such documents and instruments, at such time or times, in such 
manner and at such place or places, all as may be necessary or required by the 
Bank to validate, preserve and protect the rights of the Bank under the Loan 
Documents.


ARTICLE VII
NEGATIVE COVENANTS tc \l1 "ARTICLE VIINEGATIVE COVENANTS 

The Company covenants and agrees with the Bank that so long as the Commitments 
shall remain in effect or any of the principal of or interest on the Note or 
any other Obligations shall be unpaid, it will not, and will not cause or 
permit any Corporate Guarantor or any Canadian Subsidiary, directly or 
indirectly, to:

SECTION 7.01.	Liens tc \l2 "SECTION 7.01.	Liens .	Incur, create, 
assume or suffer to exist any Lien on any of their respective assets now or 
hereafter owned, other than:

(a)	Liens existing on the date hereof as set forth on Schedule II attached 
hereto but not any renewals or extensions thereof;

(b)	Liens for taxes, assessments or other governmental charges or levies not 
yet delinquent or which are being contested in good faith by appropriate 
proceedings, provided, however, that adequate reserves with respect thereto 
are maintained on the books of the Company or any Corporate Guarantor in 
accordance with Generally Accepted Accounting Principles;

(c)	carriers', warehousemans', mechanics', suppliers or other like Liens 
arising in the ordinary course of business and not overdue for a period of 
more than 30 days or which are being contested in good faith by appropriate 
proceedings in a manner which will not jeopardize or diminish the interest of 
the Bank in any of the collateral subject to the Security Agreements;


(d)	Liens incurred or deposits to secure the performance of tenders, bids, 
trade contracts, leases, statutory obligations, surety, performance and appeal 
bonds, and other obligations of similar nature incurred in the ordinary 
course of business;

(e)	any attachment, judgment or similar Lien arising in connection with any 
court or governmental proceeding provided that the execution or other 
enforcement of such Lien is effectively stayed;

(f)	easements, rights of way, restrictions and other similar charges or 
encumbrances which in the aggregate do not interfere with the occupation, use 
and enjoyment by the Company or any Corporate Guarantor of the property or 
assets encumbered thereby in the normal course of their respective business 
or materially impair the value of the property subject thereto;

(g)	deposits under workmen's compensation, unemployment insurance and social 
security laws; 

(h)	purchase money Liens for fixed or capital assets, including obligations 
under any Capital Lease securing Indebtedness permitted pursuant to Section 
7.02(g) and 7.13(e); provided, in each case, (i) no Event of Default or event 
which, upon notice or lapse of time or both, would constitute an Event of 
Default shall have occurred and be continuing or shall occur after the 
grant of the proposed Lien, and (ii) such purchase money Lien does not exceed 
100% of the purchase price and encumbers only the property being acquired; and

(i)	Liens granted to the Bank.

SECTION 7.02.	Indebtedness tc \l2 "SECTION 7.02.	Indebtedness .  Incur, 
create, assume or suffer to exist or otherwise become liable in respect of any 
Indebtedness, other than:

(a)	Indebtedness incurred prior to the date hereof as described in Schedule 
"III" attached hereto but not including any renewals or extensions thereof;

(b)	Indebtedness to the Bank;

(c)	Indebtedness for trade payables incurred in the ordinary course of business 
which are not more than ninety (90) overdue; 

(d)	Indebtedness consisting of guarantees permitted pursuant to Section 7.03;

(e)	Subordinated Indebtedness approved in writing by the Bank; 

(f)	Indebtedness owing by the Company to any Corporate Guarantor or by any 
Corporate Guarantor to the Company or any other Corporate Guarantor; and

(g)	Indebtedness secured by purchase money liens as permitted under Section 
7.01(h) such Indebtedness not to exceed $100,000 in the aggregate outstanding at
any time.

SECTION 7.03.	Guaranties tc \l2 "SECTION 7.03.	Guaranties .	Guarantee, 
endorse, become surety for, or otherwise in any way become or be responsible for
the Indebtedness or obligations of any Person, whether by agreement to 
maintain working capital or equity capital or otherwise maintain the net 
worth or solvency of any Person or by agreement to purchase the 
Indebtedness of any other Person, or agreement for the furnishing of funds, 
directly or indirectly, through the purchase of goods, supplies or services for 
the purpose of discharging the Indebtedness of any other Person or otherwise, or
enter into or be a party to any contract for the purchase of merchandise, 
materials, supplies or other property if such contract provides that payment for
such merchandise, materials, supplies or other property shall be made regardless
of whether delivery of such merchandise, supplies or other property is ever made
or tendered except:

(a)	guaranties executed prior to the date hereof as described on Schedule IV 
attached hereto but not including any renewals or extension thereof;

(b)	endorsements of negotiable instruments for collection or deposit in the 
ordinary course of business; and

(c)	guaranties of any Indebtedness under this Agreement or any other 
Indebtedness owing to the Bank.

SECTION 7.04.	Sale of Assets tc \l2 "SECTION 7.04.	Sale of Assets .  Sell, 
lease, transfer or otherwise dispose of their respective properties and assets, 
whether or not pursuant to an order of a federal agency or commission, except 
for (a) the sale of inventory disposed of in the ordinary course of business, 
(b) the sale or other disposition of properties or assets no longer used or 
useful in the conduct of their respective businesses, (c) the sale of all the 
outstanding shares of capital stock of any Canadian Subsidiary. 


SECTION 7.05.	Sales of Notes tc \l2 "SECTION 7.05.	Sales of Notes .  Sell, 
transfer, discount or otherwise dispose of notes, accounts receivable or other 
obligations owing to the Company or any Corporate Guarantor, with or without 
recourse, except for collection in the ordinary course of business.

SECTION 7.06.	Loans and Investments tc \l2 "SECTION 7.06.	Loans and 
Investments .  Make or commit to make any advance, loan, extension of credit, or
capital contributions to or purchase or hold beneficially any stock or other 
securities, or evidence of Indebtedness of, purchase or acquire all or a 
substantial part of the assets of, make or permit to exist any interest 
whatsoever in, any other Person except (a) as permitted pursuant to the last 
sentence of Section 7.15, (b) for the ownership of stock of any Subsidiaries 
existing as of the Closing Date or created after the Closing Date subject to
and in compliance with Section 6.10; (c) the Company may make loans and 
advances to a Corporate Guarantor and each Corporate Guarantor may make loans 
and advances to the Company or any other Corporate Guarantor; and (d) the 
Company and each Corporate Guarantor may invest in:

(i)	direct obligations of the United States of America or any governmental 
agency thereof, provided that such obligations mature within one year from the 
date of acquisition thereof; 

(ii)	dollar denominated certificates of time deposit maturing within one year 
issued by any commercial bank organized and existing under the laws of the 
United Sates or any state thereof and having aggregate capital and surplus in 
excess of $1,000,000,000; 

(iii) money market mutual funds having assets in excess of $2,500,000,000;

(iv)	commercial paper rated not less an P-1 or A-1 or their equivalent by 
Moody's Investor Services,Inc. or Standard & Poor's Corporation, respectively; 
or 

(v)	tax exempt securities of a U.S. issuer rated A or better by Standard and 
Poor's Corporation or Moody's Investors Service, Inc.

SECTION 7.07.	Nature of Business tc \l2 "SECTION 7.07.	Nature of 
Business .   Change or alter, in any material respect, the nature of its 
business from the nature of the business engaged in by it on the date hereof.


SECTION 7.08.	Sale and Leaseback tc \l2 "SECTION 7.08.	Sale and 
Leaseback .	 Enter into any arrangement, directly or indirectly, with any Person
whereby it shall sell or transfer any property, whether real or personal, used 
or useful in its business, whether now owned or hereafter acquired, if at the 
time of such sale or disposition it intends to lease or otherwise acquire the
right to use or possess (except by purchase) such property or like property 
for a substantially similar purpose.

SECTION 7.09.	Leases tc \l2 "SECTION 7.09.	Leases .   Become liable in any 
way, whether directly or by assignment or as a guarantor or other surety, for 
the obligations of the lessee under any operating lease, unless, immediately 
after giving effect to the occurrence of the liability with respect to such 
leases, the aggregate amount of all rents paid under such leases at the 
time in effect during the then current fiscal year will not exceed in the 
aggregate $200,000.

SECTION 7.10. 	Federal Reserve Regulations tc \l2 "SECTION 7.10. 	Federal 
Reserve Regulations .   Permit any Loan or the proceeds of any Loan to be used 
for any purpose which violates or is inconsistent with the provisions of 
Regulations T, U or X of the Board of Governors of the Federal Reserve System.

SECTION 7.11.	Accounting Policies and Procedures tc \l2 "SECTION 7.11.
	Accounting Policies and Procedures .  (i) Permit any change in the accounting 
policies and procedures of the Company or any Corporate Guarantor, including a 
change in fiscal year, without the prior written consent of the Bank; 
provided, however, that any policy or procedure required to be changed by the 
FASB (or other board or committee of the FASB in order to comply with 
Generally Accepted Accounting Principles) may be so changed.

SECTION 7.12.	Limitations on Fundamental Changes tc \l2 "SECTION 7.12.
	Limitations on Fundamental Changes .   Merge or consolidate with, or sell, 
assign, lease or otherwise dispose of (whether in one transaction or in a 
series of transactions) all or substantially all of its assets (whether now 
or hereafter acquired) to any Person, or acquire all or substantially all 
of the assets or the business of any Person or liquidate, wind up or dissolve or
suffer any liquidation or dissolution.  Notwithstanding the foregoing, each 
Canadian Subsidiary may sell all or substantially all of its assets on 
commercially reasonable terms; provided neither the Company nor any Corporate 
Guarantor shall have any obligation or liability, contingent or otherwise, with
respect to any such sale.

SECTION 7.13.	Financial Condition Covenants. tc \l2 "SECTION 7.13.	Financial 
Condition Covenants.  

(a)	Consolidated Tangible Net Worth Plus Consolidated Subordinated Debt.  
Permit at any time Consolidated Tangible Net Worth plus Consolidated 
Subordinated Debt to be less than the amount set forth below opposite the 
relevant period.

Period						Amount

Closing Date through December 30, 1998		$5,750,000


December 31, 1998 and December 29, 1999		$7,000,000

and for each comparable period thereafter
commencing on the last day of a fiscal 
year through the day next preceding the
last day of the following fiscal year in
an amount not less than the sum of actual
Consolidated Tangible Net Worth on the last 
day of the immediately preceding fiscal year
plus $1,250,000

(b)	Total Consolidated Unsubordinated Liabilities to Consolidated Tangible Net 
Worth Plus Subordinated Debt.  Permit at any time the ratio of Consolidated 
Total Unsubordinated Liabilities to Consolidated Tangible Net Worth plus 
Consolidated Subordinated Debt to be greater than the ratio set forth below 
opposite the relevant period:

Period						Ratio

Closing Date through December 30, 1998			2.35:1.00
December 31, 1998 and thereafter				2.00:1.00

(c)	Consolidated Debt Service Coverage Ratio.  Permit the Consolidated Debt 
Service Coverage Ratio to be less than 1.25:1:00 at the end of any fiscal 
quarter or fiscal year of the Company.

(d)	Consolidated Net Loss.  Suffer a Consolidated net loss (calculated exclusive
of extraordinary gains) at the end of any fiscal year of the Company or for any 
two fiscal quarters of a period consisting of four consecutive fiscal quarters.

(e)	Capital Expenditures.  Permit Consolidated Capital Expenditures to exceed 
$150,000 in any fiscal year of the Company.

SECTION 7.14.	Subordinated Debt tc \l2 "SECTION 7.14.	Subordinated 
Debt .	Directly or indirectly prepay, defease, purchase, redeem, or otherwise 
acquire any Subordinated Debt.


SECTION 7.15.  Dividends tc \l2 "SECTION 7.15.  Dividends .  Declare any 
dividend on, or make any payment on account of, or set apart assets for a 
sinking or other analogous fund for the purchase, redemption, defeasance, 
retirement or other acquisition of, any shares of any class of stock of the 
Company or any Corporate Guarantor, whether now or hereafter outstanding, or 
make any other distribution in respect thereof, either directly or indirectly, 
whether in cash, securities or property or in obligations of the Company or 
any Corporate Guarantor or in any combination thereof, or permit any 
Affiliate to make any payment on account of, or purchase or otherwise 
acquire, any shares of any class of the stock of the Company or any Corporate 
Guarantor from any Person.  Notwithstanding the foregoing, (a) any Corporate 
Guarantor may pay and declare dividends and make distributions to the 
Company, and (b) the Company may repurchase shares of its common stock from 
time to time provided that no Event of Default shall have occurred and be 
continuing or would occur after giving effect to such repurchase, and,
provided further that the Company shall notify the Bank prior to any proposed 
repurchase and in connection therewith deliver to the Bank a certificate 
executed by an Executive Officer certifying compliance with the covenants 
contained in Section 7.13 both prior to and after giving effect to the 
proposed repurchase.

SECTION 7.16.	Transactions with Affiliates tc \l2 "SECTION 7.16.
	Transactions with Affiliates .  Enter into any transaction, including, 
without limitation, the purchase, sale, or exchange of property or the 
rendering of any service, with any Affiliate, except in the ordinary course 
of and pursuant to the reasonable requirements of the Company's or any of the 
Corporate Guarantor's business and upon fair and reasonable terms no less 
favorable to the Company or such Corporate Guarantor than they would obtain 
in a comparable arms-length transaction with a Person not an Affiliate. 

SECTION 7.17.	Impairment of Security Interest tc \l2 "SECTION 7.17.
	Impairment of Security Interest .  Take or omit to take any action which 
could reasonably be expected to have the result of effecting or impairing the
security interest in any property subject to a security interest in favor of
the Bank and neither the Company nor any Corporate Guarantor shall, except as
set forth in Section 7.01 and Section 7.04, grant to any person any interest 
whatsoever in any property subject to a security interest in favor of the Bank.

SECTION 7.18.	Joint Ventures.	 tc \l2 "SECTION 7.18.	Joint 
Ventures.	 Enter into any joint venture or partnership agreement.

SECTION 7.19.	Annual Clean Up.	 tc \l2 "SECTION 7.19.	Annual Clean 
Up.	 Permit any loans to be outstanding under any line or lines of credit 
maintained by the Company with the Bank from time to time for a period of at 
least thirty (30) consecutive days in any fiscal year of the Company.  
Nothing in this Section 7.19 shall be construed to require the Bank to 
extend or maintain any line of credit with the Company or any Corporate 
Guarantor.


SECTION 7.20.	Canadian Subsidiaries. tc \l2 "SECTION 7.20.	Canadian 
Subsidiaries.   Permit any Canadian Subsidiary to (a) engage in any business,
incur any Indebtedness or acquire any assets (b) have assets at any time in 
excess of $25,000 or (c) have net income for any period in excess of $25,000, 
(in each case of (b) and (c) determined exclusive of any duty remission 
entitlement due from any Canadian governmental authority).  


ARTICLE VIII
EVENTS OF DEFAULT tc \l1 "ARTICLE VIIIEVENTS OF DEFAULT 

SECTION 8.01.	Events of Default tc \l2 "SECTION 8.01.	Events of Default .  In 
the case of the happening of any of the following events (each an "Event of 
Default"):

(a)	(i) failure by the Company to pay the principal on any Loan when due and 
payable or (ii) failure by the Company or any Corporate Guarantor to pay any 
interest on any Loan, or any fees or other amounts payable under any Loan 
Document, within three Business Days of the date when due or payable;

(b)	default shall be made in the due observance or performance of (i) any 
covenant set forth in Section 6.01, 6.02, 6.08, 6.09, 6.12, or 6.13 if such 
default shall continue unremedied for a period of thirty (30) days or (ii) any 
covenant, condition or agreement of the Company or any Corporate Guarantor to be
performed pursuant to this Agreement or any other Loan Document other than those
 specified in Section 8.01(a); 

(c)	any representation or warranty made in this Agreement or any other Loan 
Document shall prove to be false or misleading in any material respect when made
or given or when deemed made or given;

(d)	any report, certificate, financial statement or other instrument furnished 
in connection with this Agreement or any other Loan Document or the borrowings
hereunder, shall prove to be false or misleading in any material respect when 
made or given;

(e)	default in the performance or compliance in respect of any agreement or 
condition relating to any Indebtedness of the Company or any Corporate 
Guarantor in excess of $50,000, individually or in the aggregate, (other than 
the Note), if the effect of such default is to accelerate the maturity of 
such Indebtedness or to permit the holder or obligee thereof (or a trustee on 
behalf of such holder or obligee) to cause such Indebtedness to become due 
prior to the stated maturity thereof, or any Indebtedness in excess of $50,000, 
individually or in the aggregate, shall not be paid when due;


(f)	the Company, any Corporate Guarantor or Symax Garment (1993), Ltd. shall 
(i) voluntarily commence any proceeding or file any petition seeking relief 
under Title 11 of the United States Code or any other federal or state 
bankruptcy, insolvency or similar law, (ii) consent to the institution of, or 
fail to controvert in a timely and appropriate manner, any such proceeding or 
the filing of any such petition, (iii) apply for or consent to the employment of
a receiver, trustee, custodian, sequestrator or similar official for the 
Company, any Corporate Guarantor or Symax Garment (1993), Ltd. or for a 
substantial part of its property; (iv) file an answer admitting the material
allegations of a petition filed against it in such proceeding, (v) make a 
general assignment for the benefit of creditors, (vii) become unable or admit in
writing its inability or fail generally to pay its debts as they become due or 
(vii) take corporate action for the purpose of effecting any of the foregoing;

(g)	an involuntary proceeding shall be commenced or an involuntary petition 
shall be filed in a court of competent jurisdiction seeking (i) relief in 
respect of the Company, any Corporate Guarantor or Symax Garment (1993), Ltd.
or of a substantial part of their respective property, under Title 11 of the 
United States Code or any other federal or state bankruptcy insolvency or 
similar law, (ii) the appointment of a receiver, trustee, custodian, 
sequestrator or similar official for the Company, any Corporate Guarantor or 
Symax Garment (1993), Ltd. or for a substantial part of their property, or 
(iii) the winding-up or liquidation of the Company, any Corporate Guarantor 
or Symax Garment (1993), Ltd. and such proceeding or petition shall continue 
undismissed for 30 days or an order or decree approving or ordering any of 
the foregoing shall continue unstayed and in effect for 30 days;

(h)	one or more orders, judgments (other than any judgment referred to in 
Section 8.01(k) below) or decrees for the payment of money in excess of 
$100,000 in the aggregate shall be rendered against the Company, any Corporate 
Guarantor or any Canadian Subsidiary and the same shall not have been paid in 
accordance with such judgment, order or decree and either (i) an enforcement 
proceeding shall have been commenced by any creditor upon such judgment, 
order or decree, or (ii) there shall have been a period of thirty 
(30) days during which a stay of enforcement of such judgment order or 
decree, by reason of pending appeal or otherwise, was not in effect; 


(i)	any Plan shall fail to maintain the minimum funding standard required for 
any Plan year or part thereof or a waiver of such standard or extension of 
any amortization period is sought or granted under Section 412 of the Code, 
any Plan is, shall have been terminated or the subject of termination 
proceedings under ERISA, any Plan shall have an Unfunded Current Liability, 
a Reportable Event shall have occurred with respect to a Plan or the 
Company, any Corporate Guarantor or any Canadian Subsidiary or any ERISA 
Affiliate shall have incurred a liability to or on account of a Plan under 
Section 515, 4062, 4063, 4063, 4201 or 4204 of ERISA, and there shall result 
from any such event or events the imposition  of a lien upon the assets of the 
Company or any Corporate Guarantor securing obligations in excess of $25,000, 
individually or in the aggregate, the granting of a security interest, or 
a liability to the PBGC or a Plan or a trustee appointed under ERISA or a 
penalty under Section 4971 of the Code;

(j)	any provision of any Loan Document shall for any reason cease to be in full 
force and effect in accordance with its terms or the Company or any Corporate
Guarantor shall so assert in writing; 

(k)	the Company pays or is obligated to pay (i) an amount in excess of 
$1,000,000 in connection with the USA Classic Securities Litigation whether 
pursuant to a judgment or order issued in such litigation or pursuant to a 
settlement of such litigation or (ii) an amount in excess of $350,000, 
individually or in the aggregate, in connection with any litigation or 
litigations (other than the USA Classic Securities Litigation) arising in whole
or in part from or in connection with the events or circumstances which were
the basis or alleged basis for the USA Classic Securities Litigation whether
pursuant to a judgment or order issued in such litigation or litigations or 
pursuant to a settlement of such litigation or litigations;

(l)  a Change of Control shall have occurred;

(m)	any of the liens purposed to be granted pursuant to any Security Agreement 
shall cease for any reason to be legal, valid and enforceable liens on the 
collateral purported to be covered thereby or shall cease to have the 
priority purported to be created thereby;

(n)	two of the following persons: Bruce Reissman, Mitchell Binder and Dennis 
Sunshine shall cease to be executive officers of the Company who are actively 
involved in the day-to-day management of the Company or any Corporate 
Guarantor; or

(o)	an Event of Default (as that term is defined in the First Mortgage) shall 
have occurred;


then, at any time thereafter during the continuance of any such event, the 
Bank may, upon notice to the Company, take either or both of the following 
actions at the same or different times (i) terminate the Commitments 
whereupon the Commitments shall terminate immediately, and/or (ii) declare 
the Loans and all other amounts owing under this Agreement and the Notes, 
both as to principal and interest, to be forthwith due and payable,  without 
presentment, demand, protest or other notice of any kind, all of which are 
hereby expressly waived, anything contained herein or in any Note to the 
contrary notwithstanding; provided, however, that if an event specified in 
Section 8.01(f) and (g) shall have occurred, the Commitments shall 
automatically terminate and the Notes shall be immediately due and payable.


ARTICLE IX
MISCELLANEOUS tc \l1 "ARTICLE IXMISCELLANEOUS 

SECTION  9.01.	Notices tc \l2 "SECTION  9.01.	Notices .	All notices, 
requests and demands to or upon the respective parties hereto to be effective 
shall be in writing, and unless otherwise expressly provided herein, shall be 
conclusively deemed to have been received by a party hereto and to be 
effective on the day on which delivered to such party at the address set forth 
below, or, in the case of telecopy notice, when acknowledged as received, or if
sent by registered or certified mail, on the third Business Day after the day on
which mailed in the United States, addressed to such party at said address:

(a)	if to the Bank, at

The Chase Manhattan Bank
395 North Service Road
Melville, New York 11747
Attention:  Account Officer
  Orbit International Corp.
Telecopy:	  (516) 755-0139   

(b)	if to the Company, at

Orbit International Corp.
80 Cabot Court
Hauppauge, New York 11788
Attention:  Mr. Mitchell Binder
  Vice President - Finance

Telecopy:   (516) 435-0065

with a copy to: 

Squadron, Ellenoff, Plesent & 
 Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attention:  Barbara A. Wood, Esq.
Telecopy:  (212) 697-6686

	- and -

(c)	as to each such party at such other address as such party shall have 
designated to the other in a written notice complying as to delivery with the 
provisions of this Section 9.01.

SECTION  9.02.	Survival of Agreement tc \l2 "SECTION  9.02.	Survival of 
Agreement .  All covenants, agreements, representations and warranties made 
herein and in the other Loan Documents and in the certificates delivered 
pursuant hereto or thereto shall survive the making by the Bank of the Loans
herein contemplated and the execution and delivery to the Bank of the Notes
evidencing the Loans and shall continue in full force and effect so long as any
Note is outstanding and unpaid.  Whenever in this Agreement any of the parties 
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all covenants, promises and agreements by or 
on behalf of the Company and the Corporate Guarantor which are contained in 
this Agreement shall bind and inure to the benefit of the respective 
successors and assigns of the Bank.  The Company may not assign or transfer 
any of its interest under this Agreement, the Notes or any other Loan 
Document without the prior written consent of the Bank.


SECTION  9.03.	Expenses of the Bank tc \l2 "SECTION  9.03.	Expenses of the 
Bank .  The Company agrees (a) to indemnify, defend and hold harmless the 
Bank and its officers, directors, employees, and affiliates (each, an 
"indemnified person") from and against any and all losses, claims, damages, 
liabilities or judgments to which any such indemnified person may be subject 
and arising out of or in connection with the Loan Documents, the financings 
contemplated hereby, the use of any proceeds of such financings or any 
related transaction or any claim, litigation, investigation or proceeding 
relating to any of the foregoing, whether or not any of such indemnified 
persons is a party thereto, and to reimburse each of such indemnified persons
upon demand for any reasonable, legal or other expenses incurred in 
connection with the investigation or defending any of the foregoing; provided 
that the foregoing indemnity will not, as to any indemnified person, apply 
to losses, claims, damages, liabilities, judgments or related expenses to the 
extent arising from the wilful misconduct or gross negligence of such 
indemnified person; and (b) to reimburse the Bank from time to time, upon 
demand, all out-of-pocket expenses (including expenses of its due diligence 
investigation, and fees and disbursements of counsel and the allocated costs
of internal counsel) incurred in connection with the financings contemplated 
under this Agreement, the preparation, execution and delivery of this
Agreement and the other Loan Documents, any amendments and waivers hereof or
thereof, the security arrangements contemplated thereby and the enforcement 
thereof.  The provisions of this Section 9.03 shall survive termination of 
this Agreement.

SECTION  9.04.	No Waiver of Rights by the Bank tc \l2 "SECTION  9.04.	No 
Waiver of Rights by the Bank .  Neither any failure nor any delay on the part
of the Bank in exercising any right, power or privilege hereunder or under 
the Notes or any other Loan Document shall operate as a waiver thereof, nor 
shall a single or partial exercise thereof preclude any other or further 
exercise of any other right, power or privilege.  

SECTION  9.05.	APPLICABLE LAW tc \l2 "SECTION  9.05.	APPLICABLE 
LAW .  THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED IN 
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW 
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


SECTION  9.06.	SUBMISSION TO JURISDICTION tc \l2 "SECTION  9.06.
	SUBMISSION TO JURISDICTION ; JURY WAIVER.  THE COMPANY HEREBY 
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES 
DISTRICT COURT OF THE EASTERN DISTRICT OF NEW YORK AND ANY COURT 
IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT 
AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR 
ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS 
CONTEMPLATED HEREBY OR THEREBY, AND TO THE EXTENT PERMITTED BY 
APPLICABLE LAW, THE COMPANY HEREBY WAIVES AND AGREES NOT TO 
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, 
ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT 
TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR 
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF 
THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT 
OR ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT OR 
INSTRUMENT REFERRED TO HEREIN OR THEREIN OR THE SUBJECT MATTER 
THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.  TO THE EXTENT 
PERMITTED BY APPLICABLE LAW, THE COMPANY AGREES NOT TO (a) SEEK AND 
HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH 
COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY 
BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT AND (b) 
ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR PROCEEDING.  
THE COMPANY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY 
CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN 
THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK. 
 EXCEPT AS PROHIBITED BY LAW, THE COMPANY AND THE BANK EACH HEREBY 
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY 
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN 
CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN 
DOCUMENT.

SECTION  9.07.	Extension of Maturity tc \l2 "SECTION  9.07.	Extension of 
Maturity .  Except as otherwise expressly provided herein, whenever a payment 
to be made hereunder shall fall due and payable on any day other than a
Business Day, such payment may be made on the next succeeding Business Day, 
and such extension of time shall be included in computing interest.

SECTION  9.08.	Modification of Agreement tc \l2 "SECTION  9.08.
	Modification of Agreement .  No modification, amendment or waiver of any 
provision of this Agreement, the Notes or any other Loan Document, nor 
consent to any departure by the Company therefrom shall in any event be 
effective unless the same shall be in writing and signed by the Bank and the 
Company and then such waiver or consent shall be effective only in the specific 
instance and for the purpose for which given.  No notice to or demand on the 
Company in any case shall entitle the Company to any other or further notice 
or demand in the same, similar or other circumstance.

SECTION  9.09.	Severability tc \l2 "SECTION  9.09.	Severability .  In case 
any one or more of the provisions contained in this Agreement, the Notes or in
any other Loan Document should be invalid, illegal or unenforceable in any 
respect, the validity, legality and enforceability of the remaining 
provisions contained herein and therein shall not in any way be affected or 
impaired thereby.

SECTION  9.10.	Sale of Participations tc \l2 "SECTION  9.10.	Sale of 
Participations .  The Bank reserves the right to sell participations in or to
sell and assign its rights, duties or obligations with respect to the Loans 
or the Commitment to such banks, lending institutions or other parties as it 
may choose and without the consent of the Company.  The Bank may furnish 
any information concerning the Company or any Corporate Guarantor in its 
possession from time to time to any assignee or participant (or proposed 
assignee or participant).


SECTION  9.11.	Reinstatement; Certain Payments tc \l2 "SECTION  9.11.
	Reinstatement; Certain Payments .  If claim is ever made upon the Bank for 
repayment or recovery of any amount or amounts received by the Bank in payment 
or on account of any of the Obligations under this Agreement, the Bank shall 
give prompt notice of such claim to the Company, and if the Bank 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 the Bank or any of
its property, or (b) any settlement or compromise of any such claim effected
by the Bank with any such claimant, then and in such event the Company agrees 
that any such judgment, decree, order, settlement or compromise shall be 
binding upon such Company notwithstanding the cancellation of the Notes or
other instrument evidencing the Obligations under this Agreement or the 
termination of this Agreement, and the Company shall be and remain liable to 
the Bank hereunder for the amount so repaid or recovered to the same extent as 
if such amount had never originally been received by the Bank.

SECTION  9.12. Right of Setoff tc \l2 "SECTION  9.12. Right of Setoff .  If an
Event of Default shall have occurred and be continuing, the Bank, Chase 
Securities, Inc. and each other Affiliate of the Bank are each hereby 
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or 
demand, provisional or final) at any time held and other indebtedness at any
time owing by the Bank to or for the credit or the account of the Company 
against any and all the Obligations, irrespective of whether or not the Bank 
shall have made any demand under this Agreement or the Notes and although such 
obligations may be unmatured.  The rights of the Bank under this Section 9.12 
are in addition to other rights and remedies (including, without limitation,
other rights of setoff) which the Bank may have.

SECTION  9.13.	Counterparts tc \l2 "SECTION  9.13.	Counterparts .  This 
Agreement may be executed in counterparts, each of which shall constitute an 
original, but all of which, taken together, shall constitute one and the same 
instrument.

SECTION  9.14.	Headings tc \l2 "SECTION  9.14.	Headings .  Section headings 
used herein are for convenience of reference only and are not to affect the
construction of or be taken into consideration in interpreting this Agreement.

IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be 
duly executed by their duly authorized officers, as of the day and year first 
above written.


ORBIT INTERNATIONAL CORP.


By:/s/ Dennis Sunshine
Title: President


THE CHASE MANHATTAN BANK


By:/s/ Christopher Zimmerman
Title: Vice President
FF2/69905_A 



	EXHIBIT A-1

	FORM OF TERM NOTE


$950,000	Uniondale, New York
	August 4, 1998



FOR VALUE RECEIVED, ORBIT INTERNATIONAL CORP., a Delaware corporation (the 
"Company"), promises to pay to the order of THE CHASE MANHATTAN BANK (the 
"Bank") on or before June 1, 2003 (the "Maturity Date"), the principal amount of
NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000) in twenty (20) consecutive 
quarterly installments of $47,500 on the first Business Day of each June, 
September, December and March commencing September 1, 1998, provided the final 
installment on the Maturity Date shall be in an amount equal to the remaining 
principal amount outstanding on the Maturity Date.  

The Company also promises to pay interest on the unpaid principal amount 
hereof from the date hereof until paid in full at the rates and at the times 
which shall be determined in accordance with the provisions of the Credit 
Agreement referred to below. 

This Note is the "Term Note" issued pursuant to and entitled to the benefits 
of the Credit Agreement dated as of August 4, 1998, between the Bank and the 
Company (as the same may be amended, modified or supplemented from time to 
time, the "Credit Agreement"), to which reference is hereby made for a more 
complete statement of the terms and conditions under which the Loan evidenced 
hereby was made and is to be repaid.  Capitalized terms used herein without 
definition shall have the meanings set forth in the Credit Agreement. 

The Bank shall record the date and amount of each payment or prepayment of 
principal of the Loan on the grid schedule annexed to this Note; provided, 
however, that the failure of the Bank to set forth the Loan, payments and 
other information on the attached grid schedule shall not in any manner 
effect the obligation of the Company to repay the Loan made by the Bank in 
accordance with the terms of this Note.

This Note is subject to optional and mandatory prepayment as provided in
Section 3.03 of the Agreement. 

Upon the occurrence of an Event of Default, the unpaid balance of the 
principal amount of this Note, together with all accrued but unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner, 
upon the conditions and with the effect provided in the Credit Agreement.


All payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the office 
of the Bank located at the Bank's Payment Office or at such other place as 
shall be designated in writing for such purpose in accordance with the terms 
of the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or 
the Credit Agreement shall alter or impair the obligation of the Company, 
which is absolute and unconditional, to pay the principal of an interest on 
this Note at the place, at the respective times, and in the currency herein
prescribed.

The Company waives presentment, demand, protest and notice of any kind in 
connection with this Note.

THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND 
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Company has caused this Note to be executed and 
delivered by its duly authorized officer, as of the day and year and at the 
place first above written.

ORBIT INTERNATIONAL CORP.


By:___________________________
Title:



	SCHEDULE OF LOAN

Amount of	  
Date	      	  	Principal					Principal	  
of	    		  	Amount of		Maturity		Paid or	  
Loan	      		Loan     		of Loan		Unpaid   	 




	EXHIBIT A-2

	FORM OF SETTLEMENT NOTE


$500,000	Uniondale, New York
	[Date]



FOR VALUE RECEIVED, ORBIT INTERNATIONAL CORP., a Delaware corporation 
(the "Company"), promises to pay to the order of THE CHASE MANHATTAN BANK (the 
"Bank") on or before [insert the last day of the calendar quarter immediately
preceding the third anniversary of the Settlement Funding Date] (the 
"Maturity Date"), the principal amount of FIVE HUNDRED THOUSAND DOLLARS 
($500,000) in twelve (12) consecutive quarterly installments of $41,667 on the 
first Business Day of each June, September, December and March commencing 
[insert last day of calendar quarter in which Settlement Funding Date 
occurs], provided the final installment on the Maturity Date shall be in an 
amount equal to the remaining principal amount outstanding on the Maturity
Date.  

The Company also promises to pay interest on the unpaid principal amount 
hereof from the date hereof until paid in full at the rates and at the times
which shall be determined in accordance with the provisions of the Credit 
Agreement referred to below. 

This Note is the "Settlement Note" issued pursuant to and entitled to the
benefits of the Credit Agreement dated as of August 4, 1998, between the Bank 
and the Company (as the same may be amended, modified or supplemented from 
time to time, the "Credit Agreement"), to which reference is hereby made for 
a more complete statement of the terms and conditions under which the Loan 
evidenced hereby was made and is to be repaid.  Capitalized terms used herein 
without definition shall have the meanings set forth in the Credit Agreement. 

The Bank shall record the date and amount of each payment or prepayment of 
principal of the Loan on the grid schedule annexed to this Note; provided, 
however, that the failure of the Bank to set forth the Loan, payments and 
other information on the attached grid schedule shall not in any manner effect 
the obligation of the Company to repay the Loan made by the Bank in accordance 
with the terms of this Note.

This Note is subject to optional and mandatory prepayment as provided in 
Section 3.03 of the Agreement. 

Upon the occurrence of an Event of Default, the unpaid balance of the 
principal amount of this Note, together with all accrued but unpaid interest 
thereon, may become, or may be declared to be, due and payable in the manner, 
upon the conditions and with the effect provided in the Credit Agreement.


All payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the office 
of the Bank located at the Bank's Payment Office or at such other place as 
shall be designated in writing for such purpose in accordance with the terms 
of the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or 
the Credit Agreement shall alter or impair the obligation of the Company, 
which is absolute and unconditional, to pay the principal of an interest on 
this Note at the place, at the respective times, and in the currency herein 
prescribed.

The Company waives presentment, demand, protest and notice of any kind in 
connection with this Note.

THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND 
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Company has caused this Note to be executed and 
delivered by its duly authorized officer, as of the day and year and at the 
place first above written.

ORBIT INTERNATIONAL CORP.


By:___________________________
Title:



	SCHEDULE OF LOAN

Amount of	  
Date	      	  	Principal					Principal	  
of	    		  	Amount of		Maturity		Paid or	  
Loan	      		Loan     		of Loan		Unpaid   	 


	EXHIBIT B-1
	


	SECURITY AGREEMENT


SECURITY AGREEMENT dated as of August 4, 1998 by and between ORBIT 
INTERNATIONAL CORP., a Delaware corporation, having its principal place of 
business at 80 Cabot Court, Hauppauge, New York 11788 (the "Company") and THE 
CHASE MANHATTAN BANK, a New York banking corporation, having an office at 395 
North Service Road, Melville, New York 11747 (the "Secured Party").

	RECITALS

A.	The Secured Party and the Company have entered into a Credit Agreement, 
dated as of August 4, 1998 (as the same may be amended, modified or 
supplemented from time to time, the "Credit Agreement"), pursuant to which 
the Company will receive loans and other financial accommodations from 
the Secured Party and will incur Obligations.

B. 	To induce the Secured Party to extend credit to the Company on and after 
the date hereof as provided in the Credit Agreement, the Company wishes to 
grant the Secured Party security and assurance in order to secure the payment
and performance of all Obligations and to that effect to grant the Secured 
Party a first priority perfected security interest in its assets and in 
connection therewith to execute and deliver this Security Agreement.

Accordingly, the parties hereto hereby agree as follows:


	DEFINITIONS

Capitalized terms used herein and not otherwise defined herein shall have the 
meanings assigned to such terms in the Credit Agreement.

"Agreement":  shall mean this Agreement and shall include all amendments, 
modifications and supplements hereto and shall refer to this Agreement as the 
same may be in effect at the time such reference becomes operative.


"Equipment":  shall mean all machinery, equipment, office machinery, 
furniture, fixtures, conveyors, tools, materials, storage and handling 
equipment, computer equipment and hardware, including central processing 
units, terminals, drives, memory units, printers, keyboards, screens, 
peripherals and input or output devices, automotive equipment, trucks, molds,
dies, stamps, motor vehicles and other equipment of every kind and nature and 
wherever situated now or hereafter owned by the Company or in which the 
Company may have any interest together with all additions and accessions 
thereto, all replacements and all accessories and parts therefor, all 
manuals, blueprints, know-how, warranties and records in connection 
therewith, all rights against suppliers, warrantors, manufacturers, sellers or 
others in connection therewith, and together with all substitutions for any 
of the foregoing.

"General Intangibles":  shall mean all "General Intangibles," as such term is 
defined in Section 9-106 of the Uniform Commercial Code of the State of New 
York, now or hereafter owned by Company, including, without limitation, 
present and future trade secrets and other proprietary information; 
trademarks, trade names and trademark applications, service marks, business 
names, logos and the goodwill of the business relating thereto; copyrights 
and copyright applications and all tangible property embodying the copyrights; 
unpatented inventions (whether or not patentable); designs; patent applications
and patents; customer contracts, license agreements related to any of the 
foregoing and the income therefrom; books, records, computer tapes or disks,
flow diagrams, specification sheets, source codes, object codes, and other 
physical manifestations of the foregoing. 

"Inventory": shall mean all goods now or hereafter owned by the Company or in 
which the Company now or hereafter has an interest intended for sale, lease 
or other disposition by, or consumption in the business of, the Company of 
every kind and nature and wherever located, including, without limitation, all 
raw materials, work in process, finished goods, goods consigned to the Company 
to the extent of its interest therein as consignee, goods in transit, 
materials and supplies of any kind, nature or description which are or 
might be used in connection with the manufacture, packing, shipping, 
advertising, selling or finishing of any such goods; and all documents of 
title or documents representing the same and all records, files and writings 
with respect thereto.


"Receivables":  shall mean and include, with respect to the Company, all 
right, title and interest of the Company in all present and future accounts 
receivable, contract rights (including, without limitation, all rights to 
reimbursement by insurers with respect to legal fees, costs and expenses 
under insurance policies maintained by the Company), promissory notes, 
chattel paper, all tax refunds and rights to receive tax refunds, bonds, 
rights of indemnification, contribution and subrogation, leases, computer 
tapes, programs and software, computer service contracts, deposits, causes of
action, choses in action, judgments, and claims against third parties of 
every kind or nature, investment securities, notes, drafts, acceptances, 
letters of credit and rights to receive proceeds of letters of credit, 
instruments and deposit accounts, book accounts, credits and reserves and all 
forms of obligations whatsoever owing, together with all instruments, all 
documents of title representing any of the foregoing, and all rights in any 
merchandise or goods which any of the same may represent, all books, ledgers,
files and records with respect to any Collateral or security given to the
Secured Party hereunder by Company, together with all right, title, security 
and guaranties with respect to each Receivable, including any right of 
stoppage in transit.

I.	SECURITY

SECTION 1.01.  Grant of Security.  As security for the Obligations, the Company 
hereby transfers, assigns and grants the Secured Party a first priority 
perfected lien on and first  priority perfected security interest in all of 
its personal property, including, without limitation, all of its Receivables, 
Equipment, Inventory and General Intangibles and all proceeds thereof 
together with all accessions and additions thereto,  substitutions and 
replacements therefor and products and proceeds thereof whether now owned or 
existing or hereafter arising or acquired and wherever located (collectively,
the "Collateral").   

SECTION 1.02.	Deposit Accounts.  The Company grants the Secured Party as 
further security for all of the Obligations a first priority perfected 
security interest in all of the Company's moneys, securities and other 
property in the possession of or deposited with or in the custody of the 
Secured Party or any representative, agent or correspondent of the Secured 
Party whether for safekeeping, pledge, custody, transmission, collection or 
otherwise and all of the Company's deposits (general or special), balances,
sums and credits with  the Secured Party at any time existing.

SECTION 1.03.  Release and Satisfaction.  Upon the termination of this 
Agreement and the indefeasible payment in full of the Obligations, the 
Secured Party shall deliver to the Company upon request therefor and at the
Company's expense, releases and satisfactions of all financing statements, 
notices of assignment and other registrations of security.


SECTION 1.04.  Records; Location of Collateral.  So long as the Company shall 
have any Obligation to the Secured Party, (a) the Company shall not move its 
chief executive office, principal place of business or office at which is 
kept its books and records (including computer printouts and programs) from 
the locations existing on the date hereof and listed on Schedule B annexed 
hereto; (b) the Company shall not establish any offices or other places of 
business at any other location; (c) the Company shall not move any of the 
Collateral to any location other than those locations existing on the date 
hereof and listed on Schedule B annexed hereto, unless, in each case of 
clauses (a), (b) and (c) above, (i) the Company shall have given the Secured
Party thirty (30) day's prior written notice of its intention to do so, 
identifying the new location and provides such other information as the 
Secured Party deems necessary, and (ii) the Company shall have delivered to 
the Secured Party financing statements and such other documentation in form and 
substance satisfactory to the Secured Party and required by the Secured Party to
preserve the Secured Party's security interest in the Collateral.  

II.	REPRESENTATIONS AND WARRANTIES

SECTION 2.01.  Representations and Warranties With Respect to Security.  The 
Company hereby represents and warrants to the Secured Party as follows:

(a)	Ownership of Collateral.  The Company owns all of its personal property and
assets including, without limitation, the Equipment and the Inventory, free 
and clear of any lien, encumbrance, mortgage, security agreement, pledge or 
charge other than the liens, mortgages, encumbrances, security interests, and 
charges permitted under Section 7.01 of the Credit Agreement.

(b)	Trademarks, Patents and Copyrights.  Annexed hereto as Schedule A is a 
complete list of all patents, trademarks, trade names, copyrights, 
applications therefor, and other similar General Intangibles which the 
Company owns or has the right to use as of the date of this Agreement.  The 
Company is not aware of any assertions or claims challenging the validity of 
any of the foregoing.  The business of the Company as now conducted does not 
conflict with any patents, patent rights, licenses, trademarks, trademark 
rights, trade names, trade name rights or copyrights of others.  There is no 
infringement of any General Intangible of the Company.

(c)	Receivables.  Annexed hereto as Schedule B is a list showing the chief 
place of business and chief executive offices of the Company and all places 
at which Company maintains records relating to its Receivables as of the date 
of this Agreement.

(d)	Inventory.  Annexed hereto as Schedule B is a list showing all places 
where the Company maintains its Inventory as of the date of this Agreement.  
None of the Company's Inventory is currently maintained or will be maintained 
with any bailee that issues negotiable warehouse receipts or other 
negotiable instruments therefore.

(e)	Equipment.  Annexed hereto as Schedule B is a list describing all the 
places where the Equipment of the Company is located.


(f)	Trade Names.  The Company has not done during the five years prior to 
this Agreement, and does not currently do, business under fictitious business 
names or trade names.  The Company has not been known under any other name 
during such five year period.  The Company will only change its name or do
business under any other fictitious business names or trade names during the 
term of this Agreement after giving not less than thirty (30) Day's prior 
written notice to the Secured Party.

(g)	Enforceability of Security Interests.  Upon the execution of this 
Agreement by the Company and the filing of financing statements properly 
describing the Collateral and identifying the Company as debtor and the 
Secured Party as the secured party in the jurisdictions identified on Schedule 
C annexed hereto, the security interests and liens granted to the Secured Party
under Section 1.01 hereof shall constitute valid, perfected and first 
priority security interests and liens in and to the Collateral, other 
than Collateral which may not be perfected by filing under the Uniform 
Commercial Code and subject to the Liens expressly permitted pursuant to the 
Credit Agreement, in each case enforceable against all third parties and 
securing the payment of all Obligations purported to be secured thereby.

III.		FURTHER RIGHTS OF SECURED PARTY

SECTION 3.01.  Further Actions.  The Company shall do all things, take all 
further action and deliver all documents and instruments requested by the 
Secured Party to protect or perfect any security interest, mortgage or lien 
given hereunder or under any other Loan Document to which it is a party, 
including, without limitation, financing statements under the Uniform 
Commercial Code and all documents and instruments necessary under the Federal 
Assignment of Claims Act and under any applicable foreign law.  The Company 
authorizes the Secured Party to execute, alone, any financing statement or 
other documents or instruments that the Secured Party may require to perfect, 
protect or establish any lien or security interest hereunder or under any 
other Loan Document and further authorizes the Secured Party to sign the 
Company's name on the same.  The Company appoints the Secured Party or its 
designee as the Company's attorney-in-fact to endorse the name of the Company on
any checks, notes, drafts or other forms of payment or security that may come
into the possession of the Secured Party or any Affiliate of the Secured 
Party, to sign the Company's name on invoices or bills of lading, drafts 
against customers, notices of assignment, verifications and schedules and, 
generally, to do all things necessary to carry out this Agreement 
and the other Loan Documents.  The Secured Party may, at any time, notify the 
Postal Service authorities to change the address of delivery of mail to an 
address designated by the Secured Party.  The powers granted herein, being 
coupled with an interest, are irrevocable until all of the Obligations are 
irrevocably paid in full and this Agreement is terminated.  Neither the 
Secured Party nor any attorney-in-fact shall be liable for any act or 
omission, error in judgment or mistake of law provided the same is not the 
result of gross negligence or willful misconduct.


SECTION 3.02.  Insurance and Assessments.  In the event the Company shall 
fail to purchase or maintain insurance, or pay any tax, assessment, 
government charge or levy, except as the same may be otherwise permitted 
hereunder or under the Credit Agreement, or in the event that any lien, 
encumbrance or secured interest prohibited hereby shall not be paid in full 
or discharged, or in the event the Company shall fail to perform or comply 
with any other covenant, promise or obligation to the Secured Party 
hereunder, or under any other Loan Document, the Secured Party may, but shall 
not be required to, perform, pay, satisfy, discharge or bond the same for the 
account of the Company, and all money so paid by the Secured Party, including
reasonable attorney's fees, shall be deemed an Obligation of the Company.

SECTION 3.03.  Notices.  The Secured Party may at any time after the occurrence 
and during the continuance of an Event of Default notify customers or account 
debtors that the Receivables have been assigned to the Secured Party or of 
its secured interest therein and to direct such account debtors or customers
to make payment of all amounts due or to become due to the Company directly to 
the Secured Party and upon such notification and at the Company's expense to 
enforce collection of any such Receivables, and to adjust, compromise or 
settle for cash, credit or otherwise upon any terms the amount of 
payment thereof.

SECTION 3.04.  Inspection.  The Secured Party may examine and inspect the 
Inventory, Equipment or other Collateral and may examine, inspect and copy all 
books and records with respect thereto or relevant to the Obligations during 
the Company's normal business hours.

SECTION 3.05.  Right of Entry.  Upon the occurrence and during the 
continuance of an Event of Default, the Secured Party may, to the extent not 
prohibited by law, without charge, enter any of the Company's premises, and 
until it completes the enforcement of its rights in the Inventory or the 
Equipment or other Collateral subject to its security interest hereunder and 
the sale or other disposition of any property subject thereto, take 
possession of such premises without charge, rent or payment therefor (through 
self help without judicial process and without having first given notice or 
obtained an order of any court), or place custodians in control thereof, 
remain on such premises and use the same for the purpose of completing any 
work in progress, preparing any Collateral for disposition, and disposition of 
or collecting any Collateral.


SECTION 3.06.	Mortgagee/Landlord Waivers.  The Company shall cause each 
mortgagee of real property owned by the Company and each landlord of real 
property leased by the Company to execute and deliver instruments 
satisfactory in form and substance to the Secured Party by which such mortgagee 
or landlord waives its rights, if any, in the Collateral and acknowledges the 
right of the Secured Party to enter the premises to remove the Collateral.

SECTION 3.07.  Indemnification.  The Company agrees to indemnify the Secured 
Party and hold it harmless from and against any and all injuries, claims, 
damages, judgments, liabilities, costs and expenses (including, without 
limitation, reasonable fees and disbursements of counsel), charges and 
encumbrances which may be incurred by or asserted against the Secured Party 
in connection with or arising out of any assertion, declaration or defense of 
the Secured Party's rights or security interest under the provisions of this 
Agreement or any other Loan Document, permitting it to collect, settle or 
adjust Receivables or to deal with account debtors in any way or in 
connection with the realization, repossession, safeguarding, insuring or 
other protection of the Inventory, the Equipment or other Collateral or in 
connection with the collecting, perfecting or protecting the Secured Party 
liens and security interests hereunder or under any other Loan Document.  

IV.	REMEDIES OF SECURED PARTY


SECTION 4.01.  Enforcement.  Upon the occurrence of any Event of Default, the 
Secured Party shall have, in addition to all of its other rights under this 
Agreement and the other Loan Documents by operation of law or otherwise 
(which rights shall be cumulative), all of the rights and remedies of a secured 
party under the Uniform Commercial Code and shall have the right to enter upon 
any premises where such Collateral is kept and retake possession thereof.  
Upon the occurrence and during the continuance of an Event of Default, the 
Secured Party may, without demand, advertising or notice all of which the 
Company hereby waives (except as the same may be required by law), sell, 
lease, dispose of, deliver and grant options to a third party to purchase, 
lease or otherwise dispose of any and all Equipment, Inventory, Receivables, 
General Intangibles or other security or Collateral held by it or for its 
account at any time or times in one or more public or private sales or other 
dispositions, for cash, on credit or otherwise, at such prices and upon 
such terms as the Secured  Party, in its sole discretion, deems advisable.  
The Company agrees that if notice of sale shall be required by law such 
requirement shall be met if such notice is mailed, postage prepaid, to the 
Company at its address set forth above or such other address as it may have, 
in writing, provided to the Secured Party, at least five (5) days before the 
time of such sale or disposition.  Notice of any public sale shall be 
sufficient if it describes the security or Collateral to be sold in general 
terms, stating the amounts thereof, the nature of the business in which such 
Collateral was created and the location and nature of the properties 
covered by the other security interests or mortgages and the prior liens 
thereon.  The Secured Party may postpone or adjourn any sale of any 
Collateral from time to time by an announcement at the time and place 
of the sale to be so postponed or adjourned without being required to give a 
new notice of sale.  The Secured Party may be the purchaser at any such sale
if it is public, free from any right of redemption, which the Company also 
waives and payment may be made, in whole or in part, in respect of such purchase
price by the application of the Obligations by the Secured Party.  
The Company with respect to its property constituting such Collateral, shall 
be obligated for, and the proceeds of sale shall be applied first to, the costs 
of retaking, assembling, finishing, collecting, refurbishing, storing, guarding,
insuring, preparing for sale, and selling the Collateral, including the fees 
and disbursements of attorneys, auctioneers, appraisers and accountants 
employed by the Secured Party.  Proceeds shall then be applied to the payment in
whatever order the Secured Party may elect, of all of the Obligations.  The 
Secured Party shall return any surplus then remaining from proceeds, subject 
to the rights of any holder of a lien on the Collateral of which the Secured 
Party has actual notice.  In the event that the proceeds of any sale or other
disposition of the Collateral are insufficient to cover the principal of, and 
premium, if any, and interest on, the Obligations secured thereby plus costs 
and expenses of the sale or other disposition, the Company shall remain 
liable for any deficiency.

SECTION 4.02.  Waiver.  The Company waives any right, to the extent applicable 
law permits, to receive prior notice of or a judicial or other hearing with 
respect to any action or prejudgment remedy or proceeding by the Secured 
Party to take possession, exercise control over, or dispose of any item of the 
Collateral in any instance (regardless of where the same may be located) where 
such action is permitted under the terms of this Agreement or by applicable 
law or of the time, place or terms of sale in connection with the exercise of 
the Secured Party's rights hereunder and also waives, to the extent permitted by
law, any bonds, security or sureties required by any statute, rule or otherwise 
by law as an incident to any taking of possession by the Secured Party of 
property subject to the Secured Party's lien.  The Company also waives 
any damages (direct, consequential or otherwise) occasioned by the 
enforcement of the Secured Party's rights under this Agreement including the 
taking of possession of any Collateral all to the extent that such waiver 
is permitted by law and to the extent that such damages are not caused by the 
Secured Party's gross negligence or willful misconduct.  These waivers and 
all other waivers provided for in this Agreement and any other Loan Documents 
have been negotiated by the parties and the Company acknowledges that it has 
been represented by counsel of its own choice and has consulted such counsel 
with respect to its rights hereunder.


SECTION 4.03.  Other Rights.  The Company agrees that the Secured Party shall 
not have any obligation to preserve rights to any Collateral against prior 
parties or to proceed first against any Collateral or to marshall any 
Collateral of any kind for the benefit of any other creditors of the Company 
or any other Person.  The Secured Party is hereby granted, to the extent that 
the Company is permitted to grant a license or right of use, a license or 
other right to use, without charge, labels, patents, copyrights, rights of 
use, of any name, trade secrets, trade names, trademarks and advertising 
matter, or any property of a similar nature of the Company as it pertains to 
the Collateral, in completing production of, advertising for sale, and selling 
any Collateral and the Company's rights under all licenses and any franchise, 
sales or distribution agreements shall inure to the Secured Party's benefit.

SECTION 4.04.  Expenses.  The Company agrees that it shall pay all costs and 
expenses incurred in amending, implementing, perfecting, collecting, 
defending, declaring and enforcing the Secured Party's rights and security 
interests in the Collateral hereunder or under the Credit Agreement or any 
other Loan Document or other instrument or agreement delivered in connection 
herewith or therewith, including, but not limited to, searches and filings at 
all times, and the Secured Party's reasonable attorneys' fees (regardless 
of whether any litigation is commenced, whether default is declared 
hereunder, and regardless of tribunal or jurisdiction).

V.  GENERAL PROVISIONS

SECTION 5.01.  Termination.  This Agreement shall remain in full force and 
effect until all the Obligations shall have been indefeasibly fully paid and 
satisfied and the Commitments shall have terminated and, until such time, the 
Secured Party shall retain all security in and title to all existing and 
future Equipment, Inventory, Receivables and General Intangibles and other 
Collateral held by it hereunder. 

SECTION 5.02.  Remedies Cumulative.  The Secured Party's rights and remedies 
under this Agreement shall be cumulative and non-exclusive of any other 
rights or remedies which it may have under the Credit Agreement, any other 
Loan Document or any other agreement or instrument, by operation of law 
or otherwise and may be exercised alternatively, successively or concurrently as
the Secured Party may deem expedient.

SECTION 5.03.  Binding Effect.  This Agreement is entered into for the 
benefit of the parties hereto and their successors and assigns.  It shall be 
binding upon and shall inure to the benefit of the said parties, their 
successors and assigns.

SECTION 5.04.  Notices.  Wherever this Agreement provides for notice to 
either party (except as expressly provided to the contrary), it shall be 
given in the manner specified and shall be addressed as set forth in the 
Credit Agreement.


SECTION 5.05.  Waiver.  No delay or failure on the part of the Secured Party 
in exercising any right, privilege, remedy or option hereunder shall operate 
as a waiver of such or any other right, privilege, remedy or option, and no
waiver shall be valid unless in writing and signed by an officer of the 
Secured Party and only to the extent therein set forth.

SECTION 5.06.  Modifications and Amendments.  This Agreement and the other 
agreements to which it refers constitute the complete agreement between the 
parties with respect to the subject matter hereof and may not be changed, 
modified, waived, amended or terminated orally, but only by a writing signed 
by the party to be charged.

SECTION 5.07.  Survival of Representations and Warranties.  The 
representations and warranties of the Company made or deemed made herein 
shall survive the execution and delivery of this Agreement.

SECTION 5.08.  Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial.  
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE 
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OR 
CONFLICT OR CHOICE OF LAWS.  THE COMPANY HEREBY IRREVOCABLY SUBMITS TO 
THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN 
DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK, COUNTY OF 
NASSAU IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED 
TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS 
CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE 
COMPANY HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A 
DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM 
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, 
THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT 
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR 
THAT THIS AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO 
HEREIN OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH 
COURTS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AGREES 
(i) NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE 
JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR 
JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH 
JUDGMENT AND (ii) NOT TO ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT, 
ACTION OR PROCEEDING.  THE COMPANY AGREES THAT SERVICE OF PROCESS MAY 
BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR 
NOTICES SET FORTH IN THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE 
LAWS OF NEW YORK.  THE COMPANY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY 
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR 
RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS OR THE TRANSACTIONS 
CONTEMPLATED HEREBY OR THEREBY.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their officers thereunto duly authorized, on the day and year 
first above written.

ORBIT INTERNATIONAL CORP.



By:                              
Title: 


THE CHASE MANHATTAN BANK		  



By:                             
Title: Vice President


	Schedule A


	List of Intellectual Property


	
	


	Schedule B


	List of Collateral Locations
	

Schedule C


	List of Jurisdictions for Filing




	EXHIBIT B-2


	CORPORATE GUARANTOR
	SECURITY AGREEMENT


SECURITY AGREEMENT dated as of August 4, 1998 by and between                   
 , a        corporation, having its principal place of business at     
(the "Guarantor") and THE CHASE MANHATTAN BANK, a New York banking corporation, 
having an office at 395 North Service Road, Melville, New York 11747 (the 
"Secured Party").

	RECITALS

A.	The Secured Party, and Orbit International Corp. (the "Company") have 
entered into a Credit Agreement, dated as of August __, 1998 as the same may 
be amended, modified or supplemented from time to time, the "Credit 
Agreement"), pursuant to which the Company will receive loans and other 
financial accommodations from the Secured Party and will incur Obligations.

B.	Pursuant to the Corporate Guaranty dated the date of hereof, the Guarantor 
has guaranteed the payment by the Company of all its Obligations (the 
obligations of the Guarantor under such guaranty is hereinafter referred to 
as the "Guaranty Obligations").

C. 	To induce the Secured Party to enter into the Credit Agreement and to extend
credit to the Company on and after the date hereof as provided in the Credit 
Agreement, the Guarantor wishes to grant the Secured Party security and 
assurance in order to secure the payment and performance of all its Guaranty 
Obligations and to that effect to grant the Secured Party a first priority 
perfected security interest in its assets and in connection therewith to execute
and deliver this Security Agreement.

Accordingly, the parties hereto hereby agree as follows:


	DEFINITIONS

Capitalized terms used herein and not otherwise defined herein shall have the 
meanings assigned to such terms in the Credit Agreement.

"Agreement":  shall mean this Agreement and shall include all amendments, 
modifications and supplements hereto and shall refer to this Agreement as the 
same may be in effect at the time such reference becomes operative.


"Equipment":  shall mean all machinery, equipment, office machinery, furniture, 
fixtures, conveyors, tools, materials, storage and handling equipment, 
computer equipment and hardware, including central processing units, 
terminals, drives, memory units, printers, keyboards, screens, peripherals 
and input or output devices, automotive equipment, trucks, molds, dies, 
stamps, motor vehicles and other equipment of every kind and nature and 
wherever situated now or hereafter owned by the Guarantor or in which the 
Guarantor may have any interest together with all additions and accessions 
thereto, all replacements and all accessories and parts therefor, all 
manuals, blueprints, know-how, warranties and records in connection 
therewith, all rights against suppliers, warrantors, manufacturers, sellers
or others in connection therewith, and together with all substitutions for 
any of the foregoing.

"General Intangibles":  shall mean all "General Intangibles," as such term is 
defined in Section 9-106 of the Uniform Commercial Code of the State of New 
York, now or hereafter owned by Guarantor, including, without limitation, 
present and future trade secrets and other proprietary information; trademarks, 
trade names and trademark applications, service marks, business names, logos 
and the goodwill of the business relating thereto; copyrights and copyright 
applications and all tangible property embodying the copyrights; unpatented 
inventions (whether or not patentable); designs; patent applications and 
patents; customer contracts, license agreements related to any of the 
foregoing and the income therefrom; books, records, computer tapes or disks, 
flow diagrams, specification sheets, source codes, object codes, and other 
physical manifestations of the foregoing. 

"Inventory": shall mean all goods now or hereafter owned by the Guarantor or 
in which the Guarantor now or hereafter has an interest intended for sale, 
lease or other disposition by, or consumption in the business of, the 
Guarantor of every kind and nature and wherever located, including, without 
limitation, all raw materials, work in process, finished goods, goods 
consigned to the Guarantor to the extent of its interest therein as 
consignee, goods in transit, materials and supplies of any kind, nature or 
description which are or might be used in connection with the manufacture, 
packing, shipping, advertising, selling or finishing of any such goods; and 
all documents of title or documents representing the same and all records, 
files and writings with respect thereto.


"Receivables":  shall mean and include, with respect to the Guarantor, all 
right, title and interest of the Guarantor in all present and future accounts 
receivable, contract rights (including, without limitation, all rights to 
reimbursement by insurers with respect to legal fees, costs and expenses 
under insurance policies maintained by the Guarantor, promissory notes, 
chattel paper, all tax refunds and rights to receive tax refunds, bonds, 
rights of indemnification, contribution and subrogation, leases, computer 
tapes, programs and software, computer service contracts, deposits, causes of 
action, choses in action, judgments, and claims against third parties of 
every kind or nature, investment securities, notes, drafts, acceptances, 
letters of credit and rights to receive proceeds of letters of credit, 
instruments and deposit accounts, book accounts, credits and reserves and all
forms of obligations whatsoever owing, together with all instruments, all 
documents of title representing any of the foregoing, and all rights in any 
merchandise or goods which any of the same may represent, all books, ledgers, 
files and records with respect to any Collateral or security given to the 
Secured Party hereunder by Guarantor, together with all right, title, 
security and guaranties with respect to each Receivable, including any right 
of stoppage in transit.

I.	SECURITY

SECTION 1.01.  Grant of Security.  As security for the Guaranty Obligations, 
the Guarantor hereby transfers, assigns and grants the Secured Party a first 
priority perfected lien on and first  priority perfected security interest in 
all of its personal property, including, without limitation, all of its 
Receivables, Equipment, Inventory and General Intangibles and all proceeds 
thereof together with all accessions and additions thereto,  substitutions 
and replacements therefor and products and proceeds thereof whether now 
owned or existing or hereafter arising or acquired and wherever located 
(collectively, the "Collateral").   

SECTION 1.02.	Deposit Accounts.  The Guarantor grants the Secured Party as 
further security for all of the Guaranty Obligations a first priority 
perfected security interest in all of the Guarantor's moneys, securities and 
other property in the possession of or deposited with or in the custody of the 
Secured Party or any representative, agent or correspondent of the Secured 
Party whether for safekeeping, pledge, custody, transmission, collection or 
otherwise and all of the Guarantor's deposits (general or special), 
balances, sums and credits with  the Secured Party at any time existing.

SECTION 1.03.  Release and Satisfaction.  Upon the termination of this 
Agreement and the indefeasible payment in full of the Guaranty Obligations, 
the Secured Party shall deliver to the Guarantor upon request therefor and at 
the Guarantor's expense, releases and satisfactions of all financing 
statements, notices of assignment and other registrations of security.


SECTION 1.04.  Records; Location of Collateral.  So long as the Guarantor shall
have any Guaranty Obligation to the Secured Party, (a) the Guarantor shall not
move its chief executive office, principal place of business or office at which
is kept its books and records (including computer printouts and programs)
from the locations existing on the date hereof and listed on Schedule B 
annexed hereto; (b) the Guarantor shall not establish any offices or other
places of business at any other location; (c) the Guarantor shall not move 
any of the Collateral to any location other than those locations existing on the
date hereof and listed on Schedule B annexed hereto, unless, in each case of 
clauses (a), (b) and (c) above, (i) the Guarantor shall have given the 
Secured Party thirty (30) day's prior written notice of its intention to do so, 
identifying the new location and provides such other information as the 
Secured Party deems necessary, and 

(ii) the Guarantor shall have delivered to the Secured Party financing 
statements and such other documentation in form and substance satisfactory to 
the Secured Party and required by the Secured Party to preserve the Secured 
Party's security interest in the Collateral.  The Guarantor will not permit 
Collateral having an aggregate valve (based on the greater of book value or 
fair market value) in excess of $5,000 to be located at its sales office at 
4532 Telephone Road, Suite 103, Venture, California.


II.	REPRESENTATIONS AND WARRANTIES

SECTION 2.01.  Representations and Warranties With Respect to Security.  The 
Guarantor hereby represents and warrants to the Secured Party as follows:

(a)	Ownership of Collateral.  The Guarantor owns all of its personal property 
and assets including, without limitation, the Equipment and the Inventory, 
free and clear of any lien, encumbrance, mortgage, security agreement, pledge
or charge other than the liens, mortgages, encumbrances, security interests, 
and charges permitted under Section 7.01 of the Credit Agreement.

(b)	Trademarks, Patents and Copyrights.  Annexed hereto as Schedule A is a 
complete list of all patents, trademarks, trade names, copyrights, 
applications therefor, and other similar General Intangibles 
which the Guarantor owns or has the right to use as of the date of this 
Agreement.  The Guarantor is not aware of any assertions or claims 
challenging the validity of any of the foregoing.  The business of the 
Guarantor as now conducted does not conflict with any patents, patent rights,
licenses, trademarks, trademark rights, trade names, trade name rights or 
copyrights of others.  There is no infringement of any General Intangible of 
the Guarantor.

(c)	Receivables.  Annexed hereto as Schedule B is a list showing the chief 
place of business and chief executive offices of the Guarantor and all places 
at which Guarantor maintains records relating to its Receivables as of the 
date of this Agreement.


(d)	Inventory.  Annexed hereto as Schedule B is a list showing all places 
where the Guarantor maintains its Inventory as of the date of this Agreement.  
None of the Guarantor's Inventory is currently maintained or will be 
maintained with any bailee that issues negotiable warehouse receipts or other 
negotiable instruments therefore.

(e)	Equipment.  Annexed hereto as Schedule B is a list describing all the 
places where the Equipment of the Guarantor is located.

(f)	Trade Names.  The Guarantor has not done during the five years prior to 
this Agreement, and does not currently do, business under fictitious business 
names or trade names.  The Guarantor has not been known under any other name 
during such five year period.  The Guarantor will only change its name 
or do business under any fictitious business names or trade names during the 
term of this Agreement after giving not less than thirty (30) Business Day's 
prior written notice thereof to the Secured Party.

(g)	Enforceability of Security Interests.  Upon the execution of this 
Agreement by the Guarantor and the filing of financing statements properly 
describing the Collateral and identifying the Guarantor as debtor and the 
Secured Party as the secured party in the jurisdictions identified on Schedule 
C annexed hereto, the security interests and liens granted to the Secured 
Party under Section 1.01 hereof shall constitute valid, perfected and first 
priority security interests and liens in and to the Collateral, other 
than Collateral which may not be perfected by filing under the Uniform 
Commercial Code and subject to the Liens expressly permitted pursuant to the 
Credit Agreement, in each case enforceable against all third parties and 
securing the payment of all Guaranty Obligations purported to be secured 
thereby.

III.		FURTHER RIGHTS OF SECURED PARTY


SECTION 3.01.  Further Actions.  The Guarantor shall do all things, take all 
further action and deliver all documents and instruments requested by the 
Secured Party to protect or perfect any security interest, mortgage or lien 
given hereunder or under any other Loan Document to which it is a party, 
including, without limitation, financing statements under the Uniform 
Commercial Code and all documents and instruments necessary under the Federal 
Assignment of Claims Act and under any applicable foreign law.  The Guarantor 
authorizes the Secured Party to execute, alone, any financing statement or 
other documents or instruments that the Secured Party may require to perfect, 
protect or establish any lien or security interest hereunder or under any 
other Loan Document and further authorizes the Secured Party to sign the 
Guarantor's name on the same.  The Guarantor appoints the Secured Party or its 
designee as the Guarantor's attorney-in-fact to endorse the name of the 
Guarantor on any checks, notes, drafts or other forms of payment or security 
that may come into the possession of the Secured Party or any Affiliate of the 
Secured Party, to sign the Guarantor's name on invoices or bills of lading, 
drafts against customers, notices of assignment, verifications and schedules 
and, generally, to do all things necessary to carry out this Agreement and 
the other Loan Documents.  The Secured Party may, at any time, notify the 
Postal Service authorities to change the address of delivery of mail to an 
address designated by the Secured Party.  The powers granted herein, being 
coupled with an interest, are irrevocable until all of the Obligations under 
this Agreement are irrevocably paid in full and this Agreement is terminated.  
Neither the Secured Party nor any attorney-in-fact shall be liable for any 
act or omission, error in judgment or mistake of law provided the same 
is not the result of gross negligence or willful misconduct.

SECTION 3.02.  Insurance and Assessments.  In the event the Guarantor shall 
fail to purchase or maintain insurance, or pay any tax, assessment, 
government charge or levy, except as the same may be otherwise permitted 
hereunder or under the Credit Agreement, or in the event that any lien, 
encumbrance or secured interest prohibited hereby shall not be paid in full 
or discharged, or in the event the Guarantor shall fail to perform or comply 
with any other covenant, promise or obligation to the Secured Party 
hereunder, or under any other Loan Document, the Secured Party may, but shall 
not be required to, perform, pay, satisfy, discharge or bond the same for the 
account of the Guarantor, and all money so paid by the Secured Party, 
including reasonable attorney's fees, shall be deemed a Guaranty Obligation 
of the Guarantor.

SECTION 3.03.  Notices.  The Secured Party may at any time after the 
occurrence and during the continuance of an Event of Default notify customers 
or account debtors that the Receivables have been assigned to the Secured 
Party or of its secured interest therein and to direct such account debtors or 
customers to make payment of all amounts due or to become due to the Guarantor 
directly to the Secured Party and upon such notification and at the 
Guarantor's expense to enforce collection of any such Receivables, and to 
adjust, compromise or settle for cash, credit or otherwise upon any terms the 
amount of payment thereof.

SECTION 3.04.  Inspection.  The Secured Party may examine and inspect the 
Inventory, Equipment or other Collateral and may examine, inspect and copy all 
books and records with respect thereto or relevant to the Guaranty 
Obligations during the Guarantor's normal business hours.


SECTION 3.05.  Right of Entry.  Upon the occurrence and during the 
continuance of an Event of Default, the Secured Party may, to the extent not 
prohibited by law, without charge, enter any of the Guarantor's premises, and 
until it completes the enforcement of its rights in the Inventory or the 
Equipment or other Collateral subject to its security interest hereunder and 
the sale or other disposition of any property subject thereto, take 
possession of such premises without charge, rent or payment therefor (through 
self help without judicial process and without having first given notice or 
obtained an order of any court), or place custodians in control thereof, 
remain on such premises and use the same for the purpose of completing any 
work in progress, preparing any Collateral for disposition, and disposition 
of or collecting any Collateral.

SECTION 3.06.	Mortgagee/Landlord Waivers.  The Guarantor shall cause each 
mortgagee of real property owned by the Guarantor and each landlord of real 
property leased by the Guarantor to execute and deliver instruments 
satisfactory in form and substance to the Secured Party by which such 
mortgagee or landlord waives its rights, if any, in the Collateral and 
acknowledges the right of the Secured Party to enter the premises to remove 
the Collateral.

SECTION 3.07.  Indemnification.  The Guarantor agrees to indemnify the 
Secured Party and hold it harmless from and against any and all injuries, 
claims, damages, judgments, liabilities, costs and expenses (including, 
without limitation, reasonable fees and disbursements of counsel), charges 
and encumbrances which may be incurred by or asserted against the Secured 
Party in connection with or arising out of any assertion, declaration or 
defense of the Secured Party's rights or security interest under the 
provisions of this Agreement or any other Loan Document, permitting it to 
collect, settle or adjust Receivables or to deal with account debtors in any
way or in connection with the realization, repossession, safeguarding, 
insuring or other protection of the Inventory, the Equipment or other 
Collateral or in connection with the collecting, perfecting or protecting the 
Secured Party liens and security interests hereunder or under any other Loan 
Document.  

IV.	REMEDIES OF SECURED PARTY


SECTION 4.01.  Enforcement.  Upon the occurrence of any Event of Default, the 
Secured Party shall have, in addition to all of its other rights under this 
Agreement and the other Loan Documents by operation of law or otherwise 
(which rights shall be cumulative), all of the rights and remedies of a secured 
party under the Uniform Commercial Code and shall have the right to enter upon 
any premises where such Collateral is kept and retake possession thereof.  
Upon the occurrence and during the continuance of an Event of Default, the 
Secured Party may, without demand, advertising or notice all of which the 
Guarantor hereby waives (except as the same may be required by law), sell, 
lease, dispose of, deliver and grant options to a third party to purchase, 
lease or otherwise dispose of any and all Equipment, Inventory, Receivables, 
General Intangibles or other security or Collateral held by it or for its 
account at any time or times in one or more public or private sales or other 
dispositions, for cash, on credit or otherwise, at such prices and upon 
such terms as the Secured  Party, in its sole discretion, deems advisable.  The 
Guarantor agrees that if notice of sale shall be required by law such 
requirement shall be met if such notice is mailed, postage prepaid, to the 
Guarantor at its address set forth above or such other address as it may 
have, in writing, provided to the Secured Party, at least five (5) days 
before the time of such sale or disposition.  Notice of any public sale shall 
be sufficient if it describes the security or Collateral to be sold in general 
terms, stating the amounts thereof, the nature of the business in which such 
Collateral was created and the location and nature of the properties 
covered by the other security interests or mortgages and the prior liens 
thereon.  The Secured Party may postpone or adjourn any sale of any 
Collateral from time to time by an announcement at the time and place 
of the sale to be so postponed or adjourned without being required to give a 
new notice of sale.  The Secured Party may be the purchaser at any such sale
if it is public, free from any right of redemption, which the Guarantor also
waives and payment may be made, in whole or in part, in respect of such 
purchase price by the application of the Guaranty Obligations to the Secured 
Party.  The Guarantor with respect to its property constituting such 
Collateral, shall be obligated for, and the proceeds of sale shall be applied 
first to, the costs of retaking, assembling, finishing, collecting, 
refurbishing, storing, guarding, insuring, preparing for sale, and selling the
Collateral, including the fees and disbursements of attorneys, auctioneers, 
appraisers and accountants employed by the Secured Party.  Proceeds shall 
then be applied to the payment in whatever order the Secured Party may elect, 
of all of the Guaranty Obligations.  The Secured Party shall return any 
surplus then remaining from such proceeds, subject to the rights of any holder 
of a lien on the Collateral of which the Secured Party has actual notice.  In 
the event that the proceeds of any sale or other disposition of the 
Collateral are insufficient to cover the principal of, and premium, if any, 
and interest on, the Guaranty Obligations secured thereby plus costs and 
expenses of the sale or other disposition, the Guarantor shall remain liable 
for any deficiency.

SECTION 4.02.  Waiver.  The Guarantor waives any right, to the extent 
applicable law permits, to receive prior notice of or a judicial or other 
hearing with respect to any action or prejudgment remedy or proceeding by the 
Secured Party to take possession, exercise control over, or dispose of any 
item of the Collateral in any instance (regardless of where the same may be 
located) where such action is permitted under the terms of this Agreement or 
by applicable law or of the time, place or terms of sale in connection 
with the exercise of the Secured Party's rights hereunder and also waives, to 
the extent permitted by law, any bonds, security or sureties required by any 
statute, rule or otherwise by law as an incident to any taking of possession 
by the Secured Party of property subject to the Secured Party's lien.  The 
Guarantor also waives any damages (direct, consequential or otherwise) 
occasioned by the enforcement of the Secured Party's rights under this 
Agreement including the taking of possession of any Collateral all to the 
extent that such waiver is permitted by law and to the extent that such 
damages are not caused by the Secured Party's gross negligence or willful 
misconduct.  These waivers and all other waivers provided for in this 
Agreement and any other Loan Documents have been negotiated by the parties 
and the Guarantor acknowledges that it has been represented by counsel of its 
own choice and has consulted such counsel with respect to its rights 
hereunder.

SECTION 4.03.  Other Rights.  The Guarantor agrees that the Secured Party 
shall not have any obligation to preserve rights to any Collateral against 
prior parties or to proceed first against any Collateral or to marshall any 
Collateral of any kind for the benefit of any other creditors of the 
Guarantor or any other Person.  The Secured Party is hereby granted, to the 
extent that the Guarantor is permitted to grant a license or right of use, a 
license or other right to use, without charge, labels, patents, copyrights, 
rights of use, of any name, trade secrets, trade names, trademarks and 
advertising matter, or any property of a similar nature of the Guarantor as 
it pertains to the Collateral, in completing production of, advertising for 
sale, and selling any Collateral and the Guarantor's rights under all 
licenses and any franchise, sales or distribution agreements shall inure to 
the Secured Party's benefit.

SECTION 4.04.  Expenses.  The Guarantor agrees that it shall pay all costs and 
expenses incurred in amending, implementing, perfecting, collecting, defending, 
declaring and enforcing the Secured Party's rights and security interests in the
Collateral hereunder or under the Credit Agreement or any other Loan Document 
or other instrument or agreement delivered in connection herewith or 
therewith, including, but not limited to, searches and filings at all times, 
and the Secured Party's reasonable attorneys' fees (regardless of whether any 
litigation is commenced, whether default is declared hereunder, and 
regardless of tribunal or jurisdiction).

V.  GENERAL PROVISIONS

SECTION 5.01.  Termination.  This Agreement shall remain in full force and 
effect until all the Guaranty Obligations shall have been indefeasibly fully
paid and satisfied and the Commitments shall have terminated and, until such 
time, the Secured Party shall retain all security in and title to all 
existing and future  Equipment, Inventory, Receivables and General 
Intangibles and other Collateral held by it hereunder. 


SECTION 5.02.  Remedies Cumulative.  The Secured Party's rights and remedies 
under this Agreement shall be cumulative and non-exclusive of any other rights 
or remedies which it may have under the Credit Agreement, any other Loan 
Document or any other agreement or instrument, by operation of law 
or otherwise and may be exercised alternatively, successively or concurrently as
the Secured Party may deem expedient.

SECTION 5.03.  Binding Effect.  This Agreement is entered into for the benefit 
of the parties hereto and their successors and assigns.  It shall be binding 
upon and shall inure to the benefit of the said parties, their successors and 
assigns.

SECTION 5.04.  Notices.	All notices, requests and demands to or upon the 
respective parties hereto to be effective shall be in writing, and unless 
otherwise expressly provided herein, shall be conclusively deemed to have 
been received by a party hereto and to be effective on the day on which 
delivered to such party at the address set forth below, or, in the case of 
telecopy notice, when acknowledged as received, or if sent by registered or 
certified mail, on the third Business Day after the day on which mailed in the 
United States, addressed to such party at said address:

(a)	if to the Secured Party, at

The Chase Manhattan Bank
395 North Service Road
Melville, New York 11747
Attention:  Account Officer - 
  Orbit International Corp.
Telecopy:	  (516) 755-0139   

(b)	if to the Guarantor, at
[________________________
_________________________
_________________________]
 			Telecopy:   

	- and -

(c)	as to each such party at such other address as such party shall have 
designated to the other in a written notice complying as to delivery with the 
provisions of this Section 5.04.

SECTION 5.05.  Waiver.  No delay or failure on the part of the Secured Party 
in exercising any right, privilege, remedy or option hereunder shall operate 
as a waiver of such or any other right, privilege, remedy or option, and no 
waiver shall be valid unless in writing and signed by an officer of the 
Secured Party and only to the extent therein set forth.


SECTION 5.06.  Modifications and Amendments.  This Agreement and the other 
agreements to which it refers constitute the complete agreement between the 
parties with respect to the subject matter hereof and may not be changed, 
modified, waived, amended or terminated orally, but only by a writing signed 
by the party to be charged.

SECTION 5.07.  Survival of Representations and Warranties.  The 
representations and warranties of the Guarantor made or deemed made herein 
shall survive the execution and delivery of this Agreement.

SECTION 5.08.  Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE 
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OR 
CONFLICT OR CHOICE OF LAWS.  THE GUARANTOR HEREBY IRREVOCABLY SUBMITS 
TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN 
DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK, COUNTY OF 
NASSAU IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED 
TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS 
CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE 
GUARANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS 
A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM 
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, 
THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT 
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR 
THAT THIS AGREEMENT OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO 
HEREIN OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH 
COURTS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR 
AGREES (i) NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE 
JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR 
JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH 
JUDGMENT AND (ii) NOT TO ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT, 
ACTION OR PROCEEDING.  THE GUARANTOR AGREES THAT SERVICE OF PROCESS 
MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR 
NOTICES SET FORTH IN THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE 
LAWS OF NEW YORK.  THE GUARANTOR IRREVOCABLY WAIVES ALL RIGHT TO TRIAL 
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR 
RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS OR THE TRANSACTIONS 
CONTEMPLATED HEREBY OR THEREBY.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their officers thereunto duly authorized, on the day and year 
first above written.

[GUARANTOR]


By:_____________________

Title: 


THE CHASE MANHATTAN BANK



By:_____________________
Title:  Vice President


	Schedule A


	List of Intellectual Property


	
	


	Schedule B


	List of Collateral Locations


Schedule C


	List of Jurisdictions for Filing


	EXHIBIT C


	NOTICE OF BORROWING


August __, 1998




The Chase Manhattan Bank
395 North Service Road
Melville, New York 11747
Attention: Account Officer,
 Orbit International Corp.

Re:	Orbit International Corp.

Ladies and Gentlemen:

Pursuant to the Credit Agreement dated as of August __, 1998 (as the same may 
have been and may hereafter be amended, modified or supplement the "Credit 
Agreement") by and between Orbit International Corp. and The Chase Manhattan
Bank, we hereby give you irrevocable notice that we request a [Term] 
[Settlement] Loan as follows:

1.	Amount of [Term] [Settlement] Loan:			$
2.	Borrowing Date:							[Date]

We hereby certify that (i) the representations and warranties contained in the 
Credit Agreement and the other Loan Documents are true, correct and complete 
on and as of the date hereof; (ii) no Event of 
Default or default which upon notice, lapse of time or both would constitute
an Event of Default has occurred and is continuing under the Credit Agreement
or will result after giving effect to the Loan requested hereunder; and 
(iii) the Company has performed all agreements and satisfied all conditions 
under the Credit Agreement required to be performed by it on or before the 
Borrowing Date.

Capitalized terms used herein but not defined shall have the respective 
meanings given to them in the Credit Agreement.

IN WITNESS WHEREOF, the Company has caused this document to be executed and 
delivered by its Executive Officer as of the date written above.

ORBIT INTERNATIONAL CORP.


By: ________________________
Title:  

	EXHIBIT D

	[FORM OF SECOND MORTGAGE]

	EXHIBIT E


	CORPORATE GUARANTY


THIS GUARANTY is entered into as of August 4, 1998, by EACH OF THE UNDERSIGNED 
(each a "Guarantor" and, collectively, the "Guarantors") in favor of and for the
benefit of THE CHASE MANHATTAN BANK, a New York banking corporation (the 
"Bank").

	RECITALS

A.	Pursuant to a Credit Agreement dated August 4, 1998, by and between Orbit 
International Corp. (the "Company"), and the Bank (as the same may be 
amended, modified or supplemented from time to time, the "Credit Agreement"), 
the Company will receive Loans and other financial accommodations from 
the Bank and will incur Obligations.  

B.	The Guarantors, being members of a group of entities affiliated with the 
Company and being engaged in related businesses will receive direct and 
indirect benefits from such loans and financial accommodations. 

C.	Each Guarantor wishes to grant the Bank security and assurance in order to 
secure the payment and performance by the Company of all of its present and 
future Obligations, and, to that effect, to guaranty the Company's 
Obligations as set forth herein.

Accordingly, each Guarantor hereby agrees as follows:

1.	Guaranty.


(a)	Each Guarantor, jointly and severally, unconditionally and irrevocably 
guarantees to the Bank the full and punctual payment by the Company, when 
due, whether at the stated due date, by acceleration or otherwise, of all 
Obligations of the Company, howsoever created, arising or evidenced, 
voluntary or involuntary, whether direct or indirect, absolute or contingent 
now or hereafter existing or owing to the Bank, (collectively, the 
"Guaranteed Obligations").  This Guaranty is an absolute, unconditional, 
continuing guaranty of payment and not of collection of the Guaranteed 
Obligations and includes Guaranteed Obligations arising from successive 
transactions which shall either continue such Guaranteed Obligations or from
time to time renew such Guaranteed Obligations after the same has been 
satisfied.  This Guaranty is in no way conditioned upon any attempt to 
collect from the Company or upon any other event or contingency, and shall be 
binding upon and enforceable against each Guarantor without regard to the 
validity or enforceability of the Credit Agreement, the Notes or any other 
Loan Document or of any term of any thereof.  If for any reason the Company 
shall fail or be unable duly and punctually to pay any of the Guaranteed 
Obligations (including, without limitation amounts that would become due but 
for the operation of the automatic stay under Section 362(a) of the 
Bankruptcy Code, 11 U.S.C. ' 362(a)), each Guarantor will forthwith pay the 
same, in cash, immediately upon demand.

(b)	In the event the Credit Agreement, any Note or any other Loan Document 
shall be terminated as a result of the rejection thereof by any trustee, 
receiver or liquidating agent of the Company or any of its properties in any
bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, 
liquidation, dissolution or similar proceeding, each Guarantor's obligations 
hereunder shall continue to the same extent as if such Credit Agreement, 
Notes or such other Loan Document had not been so rejected.

(c)	Each Guarantor shall pay all costs, expenses (including, without 
limitation, reasonable attorneys' fees and disbursements) and damages 
incurred in connection with the enforcement of the Guaranteed Obligations of 
the Company under the Credit Agreement or the Note or any other Loan Document to
the extent that such costs, expenses and damages are not paid by the Company 
pursuant to the respective documents, and such costs, fees and disbursements 
incurred in connection with the enforcement of the obligations of each 
Guarantor under this Guaranty.

(d)	Each Guarantor further agrees that if any payment made by the Company or 
any Guarantor to the Bank on any Obligation is rescinded, recovered from or 
repaid by the Bank, in whole or in part, in any bankruptcy, insolvency or 
similar proceeding instituted by or against the Company or any Guarantor, 
this Guaranty shall continue to be fully applicable to such Guaranteed 
Obligation to the same extent as though the payment so recovered or repaid 
had never originally been made on such Guaranteed Obligation.

(e)	If any Event of Default shall have occurred and be continuing, the Bank, 
Chase Securities, Inc. and any other Affiliate of the Bank is hereby 
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or 
demand, provisional or final) at any time held and other indebtedness at any 
time owing by the Bank, Chase Securities, Inc. or any Affiliate of the Bank 
to or for the credit or the account of any Guarantor against any of and all 
the obligations of any Guarantor now or hereafter existing under this 
Guaranty, irrespective of whether or not the Bank shall have made any demand
hereunder and although such obligations may be unmatured.  The rights under 
this paragraph 1(e) are in addition to other rights and remedies (including 
other rights of set off) which the Bank may have.

2.	Guaranty Continuing, Absolute, Unlimited.


The obligations of each Guarantor hereunder shall be continuing, absolute, 
unlimited and unconditional, shall not be subject to any counterclaim, 
set-off, deduction or defense based upon any claim any Guarantor may have 
against the Bank or the Company or any other person, and shall remain in full 
force and effect without regard to, and, to the fullest extent permitted by 
applicable law, shall not be released, discharged or in any way affected by, 
any circumstance or condition (whether or not any Guarantor shall have any 
knowledge or notice thereof) whatsoever which might constitute a legal or 
equitable discharge or defense including, but not limited to, (a) any express or
implied amendment, modification or supplement to the Credit Agreement, any 
Note, or any other Loan Document or any other agreement referred to in any 
thereof, or any other instrument applicable to the Company or to the Loans, 
or any part thereof; (b) any failure on the part of the Company to perform or 
comply with the Credit Agreement, any Note or any other Loan Document or any 
failure of any other person to perform or comply with any term of the Credit 
Agreement, any Note, or any other Loan Document or any other agreement as 
aforesaid; (c) any waiver, consent, change, extension, indulgence or other 
action or any action or inaction under or in respect of the Credit Agreement, 
any Note, or any other Loan Document or any other agreement as aforesaid, 
whether or not the Bank, the Company or any Guarantor has notice or knowledge of
any of the foregoing; (d) any bankruptcy, insolvency, reorganization, 
arrangement, readjustment, composition, liquidation or similar proceeding 
with respect to the Company, or its properties or its creditors, or any 
action taken by any trustee or receiver or by any court in any such 
proceeding; (e) any furnishing or acceptance of additional security or any 
release of any security; (f) any limitation on the liability or obligations 
of the Company under the Credit Agreement, any Note or any other Loan 
Document or any termination, cancellation, frustration, invalidity or 
unenforceability, in whole or in part, of the Credit Agreement, any Note, 
this Guaranty or any other Loan Document or any term of any thereof; (g) any 
lien, charge or encumbrance on or affecting any Guarantor's or any of the 
Company's respective assets and properties; (h) any act, omission or breach 
on the part of the Bank under the Credit Agreement, any Note or any other 
Loan Document or any other agreement at any time existing between the Bank 
and the Company or any law, governmental regulation or other agreement 
applicable to the Bank or any Loan; (i) any claim as a result of any other 
dealings among the Bank, any Guarantor or the Company; (j) the assignment of 
this Guaranty, the Credit Agreement, any Note or any other Loan Document by 
the Bank to any other Person; or (k) any change in the name of the 
Bank, the Company or any other Person referred to herein.

3.	Waiver.


Each Guarantor unconditionally waives, to the fullest extent permitted by 
applicable law:  (a) notice of any of the matters referred to in Section 2 
hereof; (b) all notices which may be required by statute, rule of law or 
otherwise to preserve any rights against any Guarantor hereunder, including, 
without limitation, notice of the acceptance of this Guaranty, or the 
creation, renewal, extension, modification or accrual of the Guaranteed 
Obligations or notice of any other matters relating thereto, any presentment, 
demand, notice of dishonor, protest, nonpayment of any damages or other 
amounts payable under the Credit Agreement, any Note or any other Loan 
Documents; (c) any requirement for the enforcement, assertion or exercise of 
any right, remedy, power or privilege under or in respect of the Credit 
Agreement, any Note or any other Loan Documents, including, without 
limitation, diligence in collection or protection of or realization upon 
the Guaranteed Obligations or any part thereof or any collateral thereof; 
(d) any requirement of diligence; (e) any requirement to mitigate the damages 
resulting from a default by the Company under the Credit Agreement, any Note 
or any other Loan Documents; (f) the occurrence of every other condition 
precedent to which any Guarantor or the Company may otherwise be entitled; 
(g) the right to require the Bank to proceed against the Company or any other 
person liable on the Guaranteed Obligations, to proceed against or exhaust 
any security held by the Company or any other person, or to pursue any other 
remedy in the Bank power whatsoever, and (h) the right to have the property 
of the Company first applied to the discharge of the Guaranteed Obligations.

The Bank may, at its election, exercise any right or remedy it may have 
against the Company without affecting or impairing in any way the liability 
of any Guarantor hereunder and each Guarantor waives, to the fullest extent 
permitted by applicable law, any defense arising out of the absence, 
impairment or loss of any right of reimbursement, contribution or subrogation 
or any other right or remedy of any Guarantor against the Company, whether 
resulting from such election by the Bank or otherwise.  Each Guarantor 
waives any defense arising by reason of any disability or other defense of 
the Company or by reason of the cessation for any cause whatsoever of the 
liability, either in whole or in part, of the Company to the Bank 
for the Guaranteed Obligations.  

Each Guarantor assumes the responsibility for being and keeping informed of 
the financial condition of the Company and of all other circumstances bearing 
upon the risk of nonpayment of the Guaranteed Obligations and agrees that the 
Bank shall not have any duty to advise any Guarantor of information regarding 
any condition or circumstance or any change in such condition or 
circumstance.  Each Guarantor acknowledges that the Bank has not made any 
representations to any Guarantor concerning the financial condition of the 
Company.

4.	Representations and Covenants of each Guarantor.


(a) The representations and warranties contained in Article IV of the Credit 
Agreement, to the extent they relate to a Guarantor, are true and correct as 
of the date hereof and the Bank is entitled to rely on such representations
and warranties to the same extent as though the same were set forth in full 
herein.

(b) Each Guarantor hereby agrees to perform the covenants contained in Article 
VI and Article VII of the Credit Agreement, to the extent they relate to the 
Guarantor, and the Bank is entitled to rely on such agreement to perform such 
covenants to the same extent as though the same were set forth in full herein.

5.	Payments.

Each payment by each Guarantor to the Bank under this Guaranty shall be made 
in the time, place and manner provided for payments in the Credit Agreement 
without set-off or counterclaim to the account at which such payment is 
required to be paid by the Company under the Credit Agreement.

6.	Parties.

This Guaranty shall inure to the benefit of the Bank and its successors, 
assigns or transferees, and shall be binding upon the Guarantors and their 
respective successors and assigns.  No Guarantor may delegate any of its 
duties under this Guaranty without the prior written consent of the Bank.

7.	Notices.

All notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing, and unless otherwise expressly provided 
herein, shall be conclusively deemed to have been received by a party hereto 
and to be effective on the day on which delivered to such party at the 
address set forth below, or, in the case of telecopy notice, when 
acknowledged as received, or if sent by registered or certified mail, on the 
third Business Day after the day on which mailed in the United States, 
addressed to such party at said address:

(a)	if to the Bank, at

The Chase Manhattan Bank
395 North Service Road
Melville, New York 11747
Attention:  Account Officer
  Orbit International Inc.
Telecopy:	  (516) 755-0139   

(b)	if to the Guarantor, at


c/o Orbit International Corp.
80 Cabot Court
Hauppauge, New York 11788
Attention:  Mr. Mitchell Binder	  
Telecopy:   (516) 435-0065

with a copy to:

Squadron, Ellenoff, Plesent & 
  Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attention:  Barbara A. Wood, Esq.
Telecopy:  (212) 697-6686

	- and -

(c)	as to each such party at such other address as such party shall have 
designated to the other in a written notice complying as to delivery with the
provisions of this Section 7.

8.	Remedies.

Each Guarantor stipulates that the remedies at law in respect of any default or 
threatened default by a Guarantor in the performance of or compliance with 
any of the terms of this Guaranty are not and will not be adequate, and that 
any of such terms may be specifically enforced by a decree for specific 
performance or by an injunction against violation of any such terms or 
otherwise.

9.	Rights to Deal with the Company.

At any time and from time to time, without terminating, affecting or impairing 
the validity of this Guaranty or the obligations of any Guarantor hereunder, 
the Bank may deal with the Company in the same manner and as fully as if this 
Guaranty did not exist and shall be entitled, among other things, to grant the 
Company, without notice or demand and without affecting the Guarantor's 
liability hereunder, such extension or extensions of time to perform, renew, 
compromise, accelerate or otherwise change the time for payment of or 
otherwise change the terms of indebtedness or any part thereof contained in 
or arising under the Credit Agreement, any Note or any other Loan Documents, 
or to waive any obligation of the Company to perform, any act or acts as the
 Bank may deem advisable.

10.	Subrogation.


(a)	Upon any payment made or action taken by a Guarantor pursuant to this 
Guaranty, such Guarantor shall, subject to the provisions of Sections 10(b) 
and (c) hereof, be fully subrogated to all of the rights of the Bank against
the Company arising out of the action or inaction of the Company for which such 
payment was made or action taken by such Guarantor.

(b)	Any claims of such Guarantor against the Company arising from payments 
made or actions taken by such Guarantor pursuant to the provisions of this 
Guaranty shall be in all respects subordinate to the full and complete 
indefeasible payment or performance and discharge, as the case may be, of all
amounts, obligations and liabilities, the payments or performance and 
discharge of which are guaranteed by this Guaranty, and no payment hereunder
by a Guarantor shall give rise to any claim of such Guarantor against 
the Bank. 

(c)	Notwithstanding anything to the contrary contained in this Section 10, no 
Guarantor shall be subrogated to the rights of the Bank against the Company 
until all of the Obligations of the Company have been paid indefeasibly in 
full, and that subrogation shall be suspended upon the occurrence of the 
events described in Section 1(d) until the Obligations are indefeasibly paid in 
full.

11.	Survival of Representations, Warranties, etc.

All representations, warranties, covenants and agreements made herein, 
including representations and warranties deemed made herein, shall survive 
any investigation or inspection made by or on behalf of the Bank and shall 
continue in full force and effect until all of the obligations of the 
Guarantors under this Guaranty shall be fully performed in accordance with 
the terms hereof, and until the payment in full of the Guaranteed Obligations.


12.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 
 THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 
THE LAWS OF THE STATE OF NEW YORK.  EACH GUARANTOR HEREBY IRREVOCABLY 
SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE 
EASTERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK  IN 
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN 
CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED 
HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR 
HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR 
OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS 
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT ANY 
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, 
THAT THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR 
THAT THIS GUARANTY OR ANY DOCUMENT OR ANY INSTRUMENT REFERRED TO 
HEREIN OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH 
COURTS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR 
AGREES (i) NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE 
JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR 
JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH 
JUDGMENT AND (ii) NOT TO ASSERT ANY COUNTERCLAIM, IN ANY SUCH SUIT, 
ACTION OR PROCEEDING.  EACH GUARANTOR AGREES THAT SERVICE OF PROCESS 
MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR 
NOTICES SET FORTH IN THIS GUARANTY OR ANY METHOD AUTHORIZED BY THE 
LAWS OF NEW YORK. EACH GUARANTOR IRREVOCABLY WAIVES ALL RIGHT TO 
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF 
OR RELATING TO THIS GUARANTY, THE LOAN DOCUMENTS OR THE TRANSACTIONS 
CONTEMPLATED HEREBY OR THEREBY.

13.	Miscellaneous.

(a)	All capitalized terms used herein and not defined herein shall have the 
meanings specified in the Credit Agreement.  

(b)	This Guaranty is the joint and several obligation of each Guarantor, and 
may be enforced against each Guarantor separately, whether or not enforcement of
any right or remedy hereunder has been sought against any other Guarantor.  
Each Guarantor acknowledges that its obligations hereunder will not 
be released or affected by the failure of the other Guarantors to execute the 
Guaranty or by a determination that all or a part of this Guaranty with 
respect to any other Guarantor is invalid or enforceable.

(c)	If any term of this Guaranty or any application thereof shall be invalid 
or unenforceable, the remainder of this Guaranty and any other application of 
such term shall not be affected thereby.  

(d)	Any term of this Guaranty may be amended, waived, discharged or 
terminated only by an instrument in writing signed by each Guarantor and the 
Bank.  

(e)	The headings in this Guaranty are for purposes of reference only and shall
not limit or define the meaning hereof. 

(f)	No delay or omission by the Bank in the exercise of any right under this 
Guaranty shall impair any such right, nor shall it be construed to be waiver 
thereof; nor shall any single or partial exercise of any right hereunder 
preclude any other or further exercise of any other right.  


IN WITNESS WHEREOF, the undersigned have caused this Guaranty to be executed
and delivered as of the day and year first above written.


ORBIT INSTRUMENT OF CALIFORNIA, INC.


By:___________________________
      					Title: 


BEHLMAN ELECTRONICS, INC.


By:___________________________
Title:







	EXHIBIT F




	[LETTERHEAD OF COUNSEL TO THE 
	COMPANY AND THE CORPORATE GUARANTORS]



	August __, 1998




The Chase Manhattan Bank
395 North Service Road
Melville, New York 11747

Ladies and Gentlemen:

We have acted as counsel to Orbit International Corp., a Delaware corporation 
(the "Company"), Behlman Electronics, Inc., a _________________________ 
corporation, and Orbit Instrument of California, Inc. (collectively, the 
"Corporate Guarantors") in connection with the Credit Agreement (the 
"Agreement") dated the date hereof between the Company and The Chase 
Manhattan Bank (the "Bank"), pursuant to which the Bank has agreed to make a 
loan to the Company as described therein.  Capitalized terms used herein and 
not otherwise defined herein shall have the respective meanings set forth in 
the Agreement.

In acting as such counsel, we have examined:

(a)	a counterpart of the Agreement executed by the Company;

(b)	the Term Note executed by the Company;
 
(c)	a counterpart of the Security Agreement executed by the Company; 

(d)	a counterpart of the Corporate Guaranty executed by each Corporate 
Guarantor; and

(e)	a counterpart of the Second Mortgage executed by the Company.

The documents referred to in items (a) through (e) above are hereinafter 
referred to collectively as the "Loan Documents".


We have assumed the authenticity of all documents submitted to us as 
originals, the conformity to the originals of all documents submitted to us 
as certified, conformed or photostatic copies and the authenticity of the 
originals of such copies.  We have also examined originals, or copies 
certified to our satisfaction, of such corporate records, certificates of 
public officials, certificates of corporate officers of the Company and each 
Corporate Guarantor and such other instruments and documents as we have deemed 
necessary as a basis for the opinions hereinafter set forth.  As to questions 
of fact, we have, to the extent that such facts were not independently 
established by us, relied upon such certificates.

Based upon the foregoing and subject to the qualifications set forth herein, 
we are of the opinion that, 

1.	The Company and the Corporate Guarantors are each a corporation duly 
organized, validly existing and in good standing under the laws of the 
jurisdiction of their incorporation and in each jurisdiction wherein the 
conduct of its business or any ownership of its properties requires it to be 
qualified to do business, and each has the corporate power and authority to 
own its assets and to transact the business in which it is now engaged and to
execute and perform each of the Loan Documents to which it is a party.

2.	The Company and the Corporate Guarantors each have the requisite corporate 
power and authority to execute, deliver and perform the Loan Documents to 
which it is a party, each of which has been duly authorized by all necessary 
and proper corporate action.  

3.	The Loan Documents to which the Company or the Corporate Guarantors are a 
party constitute the legal, valid and binding obligation of the Company and 
the Corporate Guarantors (to the extent they are a party thereto) enforceable 
against the Company and each Corporate Guarantor, as the case may be, in 
accordance with their respective terms subject as to enforcement by 
applicable bankruptcy, insolvency, reorganization or similar laws affecting 
the enforcement of creditors' rights generally, and by equitable principles 
of general application. 


4.	Neither the execution and delivery by the Company and the Corporate 
Guarantors of the Loan Documents to which they are a party nor the 
performance by the Company or the Corporate Guarantors of their respective 
obligations under the Loan Documents, will (a) violate any law, rule or 
regulation or, to our knowledge, any order or decree of any court or 
governmental instrumentality binding upon the Company or any Corporate 
Guarantor, (b) contravene the Certificate of Incorporation or By-Laws 
of the Company or any Corporate Guarantor or, result in a breach of or
constitute a default (with due notice or lapse of time or both) under any 
agreements to which the Company or any Corporate Guarantor is bound 
of which we are aware, or, to our knowledge, result in the creation or 
imposition of any lien, charge, or encumbrance upon any of the property or 
assets of the Company or any Corporate Guarantor other than the 
liens granted pursuant to the Loan Documents, or (c) require the consent, 
license, approval or authorization of any governmental or public body or 
authority.
  
5.	Neither the Company nor any Corporate Guarantor is an "investment company" 
or a company "controlled" by an "investment company" within the meaning of the 
Investment Company Act of 1940.

6.	No consent or authorization of, filing with or other act by or in respect of 
any governmental authority is required to be obtained by the Company or any 
Corporate Guarantor for the valid execution, delivery and performance of the 
Loan Documents to which they are a party.

7.	Assuming the proceeds of the Loans are used for the purposes set forth in 
Section 3.02 of the Agreement, the making of the loans contemplated therein 
and the application of the proceeds thereof will not violate the provisions 
of Regulation G, U or X of the Board of Governors of the Federal Reserve System.
 
8.	To the best of our knowledge there are no actions, suits or proceedings 
against any of the Company or any Corporate Guarantor, pending or threatened 
against the Company or any Corporate Guarantor, before any court, 
governmental agency or arbitrator which challenges the validity or 
enforceability of any Loan Documents or which, if adversely determined, would 
impair the ability of the Company or any Corporate Guarantor to perform their 
respective obligations under the Loan Documents to which they are a party or
have a material adverse effect on the businesses, operations, prospects, 
properties or assets or conditions, financial or otherwise, of the Company or 
any Corporate Guarantor.

9.	Each Security Agreement grants to the Bank a valid security interest (the 
"Security Interest") in the Collateral (as defined in the Security Agreement) 
that is owned by the party thereto and purported to be covered thereby to the 
extent that the Uniform Commercial Code is applicable thereto, in favor of the 
Bank, as security for, with respect to the Company, the Obligations and, with 
respect to the Corporate Guarantor, the Guaranty Obligations.  Upon the 
proper filing of an original counterpart of the Financing Statements in the 
offices identified on Schedule C to the Security Agreements, the Security 
Interest will constitute a perfected security interest in the Collateral.

Very truly yours,


69905_A 



	AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of the 15th day of February 1999 (the 
AAgreement@), by and between ORBIT INTERNATIONAL CORP., a Delaware 
corporation (the "Company") with an office at 80 Cabot Court, Hauppauge, New 
York and DENNIS SUNSHINE ("Employee"), with an address at 32 Ryder Avenue, 
Dix Hills, New York 11746.

	W I T N E S S E T H:

WHEREAS, Employee is presently employed by the Company in a senior executive 
capacity pursuant to the terms of a certain Employment Agreement dated as of 
April 1, 1996, between the Company and Employee (the "1996 Employment 
Agreement"). The Company and Employee desire to amend and restate the 1996 
Employment Agreement effective February 15, 1999 and to amend and restate the 
terms and conditions upon which Employee shall continue in the employ of the 
Company.
NOW THEREFORE, in consideration of the premises and of the mutual covenants 
hereinafter set forth, the parties hereto have agreed, and do hereby agree, 
as follows:

1.	EMPLOYMENT TERM: AMENDMENT AND RESTATEMENT OF 1996 
		EMPLOYMENT AGREEMENT


1.1	The Company will continue to employ Employee in its business and 
Employee will continue to work for the Company for a term commencing  as of  
February 15, 1999 and continuing for the duration of the Employment Period (as 
hereinafter defined).  During the Employment Period, Employee will, if so 
requested, serve as an officer or director of any subsidiary of the Company.  
Employment Period shall mean the period commencing as of February 15, 1999 
and terminating on the date on which the Employment Period is terminated in 
accordance with the provisions of Section 1.2 below.

1.2	The Employment Period shall terminate on the earlier to occur of
(i)	Employee's death or at the election of the Company at any time after 
Employee's Disability (as such term is hereinafter defined);
(ii)	At the election of the Company on not less than three years' prior 
written notice to Employee;
(iii)	At the election of Employee on not less than six months' prior 
written notice to the Company, or upon a "change of control" in accordance 
with the provisions of Section 8.1 below; or
(iv)	At the election of the Company for "cause" (as such term is 
hereinafter defined).
As used herein the term "cause" means (i) willful and repeated failure by 
Employee to perform his duties hereunder which are not remedied within thirty 
days after written notice from the Company, (ii) conviction of Employee for a 
felony, (iii) Employee's dishonesty or willfully engaging in conduct that is 
demonstrably and materially injurious to the Company or (iv) willful 
violation by Employee of any provisions of this Agreement which is not 
remedied within thirty days after written notice from the Company.

2.	DUTIES

2.1  During the Employment Period, Employee shall perform the duties of 
President and Chief Executive Officer, or such other or additional executive 
duties consistent with such office as shall, from time to time, be reasonably 
delegated or assigned to him by the Board of Directors of the Company 
consistent with Employee's abilities.
2.2  During the term of this Agreement, Employee shall, if elected, serve as a 
member of the Board of Directors of the Company and such other committees of the
Board to which Employee may be appointed.
3.	DEVOTION OF TIME
During the Employment Period, Employee shall expend substantially all of his 
working time for the Company; shall devote his best efforts, energy and skill
to the services of the Company and the promotion of its interests; and shall 
not take part in activities which are detrimental to the best interests of 
the Company or which are directly competitive to the business of the Company.
4.	COMPENSATION DURING EMPLOYMENT PERIOD
4.1	In respect of services to be performed by Employee during the Employment 
Period, the Company agrees to pay Employee an annual salary of Two Hundred 
Ninety Thousand ($290,000) Dollars ("Basic Compensation"), payable in 
accordance with the Company's customary payroll practices for executive 
employees.

4.2	Employee's Basic Compensation shall be increased by an amount established 
by reference to the "Consumer Price Index for Urban Wage Earners and Clerical 
Workers, New York, New York, all items - Series A-01 (1982 - 84=100)" 
published by the Bureau of Labor Statistics of the United States Department 
of Labor (the "Consumer Price Index").  The base period shall be the month 
ended February 28, 1999 (the "Base Period").  If the Consumer Price Index for 
the month of February  in any year, commencing in 2000, is greater than the 
Consumer Price Index for the Base Period, Basic Compensation shall be 
increased to the amount obtained by multiplying Basic Compensation by a 
fraction, the numerator of which is the Consumer Price Index for the month of 
February of the year in which such determination is being made and the 
denominator of which is the Consumer Price Index for the Base Period.
4.3	In addition to his Basic Compensation, during the Employment Period 
Employee shall also be entitled to receive for all services rendered 
hereunder an annual cash bonus ("Incentive Compensation") equal to 4.00% of 
the Company=s APre-Tax Earnings@  (as hereinafter defined) between $500,000 
and $1,000,000; 5.0% of the Company=s Pre-Tax Earnings between $1,000,001 and 
$2,000,000; 6.0% of the Company=s Pre-Tax Earnings between $2,000,001 and 
$3,000,000; and 7.5% of the Company=s Pre-Tax Earnings in excess of 
$3,000,001, to be paid on or before March 15 of each year based on the 
Company's Pre-Tax Earnings for its fiscal year ended immediately prior 
thereto.  Employee shall not be entitled to Incentive Compensation if the 
Company=s Pre-Tax Earnings for a fiscal year are less than $500,000.  In the 
event that the Employment Period shall end on any day other than the last day of
a fiscal year the Incentive Compensation payable to Employee hereunder shall
be prorated based on the ratio that the number of days in that fiscal year 
which are included in the Employment Period bears to the total number 
of days in that fiscal year.
4.4	As used herein, the term Pre-Tax Earnings shall mean the net income of the 
Company and its subsidiaries, as determined on a consolidated basis as shown on
the Company's statement of operations which is included in its audited 
financial statements, in accordance with generally accepted accounting 
principles applied consistently with those employed in the preparation of the 
Company's audited financial statements, as adjusted as follows:

(i)	No deduction or provision shall be made for taxes (which term shall 
not include any related interest or penalties) based on income or profits of 
any nature whatsoever (including but not limited to all federal, state, 
municipal and or other income, franchise, excess profit, sales value added, 
gross receipts, surtaxes or other taxes upon the Company or any of its 
subsidiaries or arising from or related to the income of the Company or any 
of its subsidiaries in any jurisdiction);
(ii)	No deduction shall be made for any Incentive Compensation payable 
to Employee hereunder or any incentive compensation, bonus or similar payment 
made to any other executive employee of the Company which is based upon or 
measured by the earnings of the Company (however defined); 
(iii)	Pre-tax earnings (or losses) of consolidated subsidiaries of the 
Company which are less than 100% owned by the Company shall be included in the 
computation of "Pre-Tax Earnings" only to the extent of the Company's 
percentage ownership interest in each such subsidiary; and
(iv)	Pre-Tax Earnings shall not include:  (A) extraordinary gains or 
extraordinary losses; or (B) any gain or loss from discontinued business 
operations.
The amounts earned by Employee hereunder shall be initially computed by the 
Company and any dispute between the Company and Employee as to the 
computation thereof shall be determined by the independent certified public 
accountants then regularly retained by the Company based upon financial 
statements certified by said accountants and such determination shall be 
final and binding upon the Company and Employee.

4.5	Employee shall also be entitled to such additional increments and bonuses 
as shall be determined from time to time by the Board of Directors of the 
Company.
4.6	As used in this Agreement the term "Total Compensation" shall mean, with 
respect to any period, the total amounts paid or payable to Employee with 
respect to such period whether as Basic Compensation, Incentive Compensation, 
or as additional payments made pursuant to Paragraph 4.5.
5.	PURCHASE OF SHARES
5.1	Concurrent with the execution of the 1996 Employment Agreement, 
Employee purchased 300,000 shares of common stock, par value $.10 of the 
Company (the "Shares") for an aggregate purchase price of $30,000.  Such 
shares shall vest according to the following schedule:

Shares

Vesting Date

100,000

April 1, 1997

100,000

April 1, 1998

100,000

April 1, 1999

5.2	In the event Employee's employment is terminated at any time prior to April 
1, 1999, any shares remaining uninvested shall be forfeited to the Company.
5.3	Until vested, Employee shall have no dispositive power with regard to the 
Shares.  However, Employee shall be entitled to voting power with regard to 
the Shares.  	
		5.4	The Shares shall be registered on a Form S-8 (or such other form as 
shall be available at such time) with the Securities and Exchange Commission 
concurrent with the registration of any securities issued pursuant to any of 
the Company's employee benefit plans.

6.	BENEFITS; REIMBURSEMENT OF EXPENSES
6.1	Employee shall at all times have the use of a Company-owned or leased 
automobile with full maintenance and insurance.  All costs of such 
automobile, including lease costs or purchase price, gasoline and oil and 
garaging (except at Employee's home) shall be paid by the Company.
6.2	The Company shall pay directly, or reimburse Employee, for all other 
reasonable and necessary expenses and disbursements incurred by him for and 
on behalf of the Company in the performance of his duties during the 
Employment Period in accordance with the regular practices of the Company 
regarding the reimbursement of such expenses.
6.3	Employee and any beneficiary of Employee shall be accorded the right to 
participate in and receive benefits under and in accordance with the 
provisions of any pension, insurance, medical and dental insurance or 
reimbursement, or other similar plan or program of the Company now in 
existence or hereafter adopted for the benefit of its executive employees.
6.4	The Company shall maintain keyman life insurance on Employee in the 
minimum amount of $2 million.  Upon termination of employment, Employee may 
continue to pay premiums due under such policy and designate beneficiaries 
thereunder.
7.	DISABILITY
7.1	If the Employment Period is terminated by reason of Employee's Disability, 
as defined below, Employee shall be paid a sum equal to 50% of the Total 
Compensation paid or payable to him with respect to the immediately preceding 
full fiscal year, such payment to be made to him in six substantially equal 
monthly installments commencing promptly following any such termination of 
the Employment Period.

7.2	"Disability" shall mean the inability of Employee, for a continuous period 
of more than six (6) months, to perform substantially all of his regular 
duties and carry out substantially all of his responsibilities hereunder 
because of physical or mental incapacity.  The Company shall have the right 
to have Employee examined by a competent doctor for purposes of determining 
his physical or mental incapacity.
7.3	The obligations of the Company under Article 7.1 may be satisfied, in whole 
or in part, by payments to Employee under disability insurance provided by the 
Company, and under laws providing disability benefits for employees.
8.	CHANGE IN CONTROL
8.1	In the event at any time after February 15, 1999, a majority of the 
Board of Directors is composed of persons who are not "Continuing Directors"
, as hereinafter defined, (i) all stock options and the Shares granted to 
Employee under any of the Company's stock option plans, which stock options are 
currently outstanding and not vested, shall immediately become fully vested 
and (ii) Employee shall have the option, to be exercised by written notice to 
the Company, to resign as an employee and terminate this Agreement, effective as
of such date as may be specified in his written notice of resignation.

In the event Employee exercises such option under (ii) above, he shall be 
entitled to receive, as termination pay, a lump sum equal to the maximum 
amount that can be paid to Employee, after giving effect to all other 
benefits accruing to Employee upon the termination of his employment, 
without any portion thereof constituting an "excess parachute payment" as 
defined in '280G(b)(1) of the Internal Revenue Code of 1986, as amended (the 
"Code"), or any Successor section of the Code.  The computation of the 
termination payment to be made to Employee under (ii) above shall 
be performed, at the sole cost and expense of the Company, by the independent 
auditors then retained by the Company, or if such auditors notify the Company 
that they are unwilling to perform such computation, then by any nationally 
or regionally recognized independent public accounting firm selected by 
Employee.  The computation provided by such auditors shall be final and binding 
on the Company and Employee.  The Company and Employee shall provide such 
auditors with any documents and other information that the auditors may 
reasonably request.
8.2	"Continuing Directors" shall mean (i) the directors of the Company at the 
close of business on February 15, 1999, and (ii) any person who was or is 
recommended to (A) succeed a Continuing Director or (B) become a director as a 
result of an increase in the size of the Board, in each case, by a majority 
of the Continuing Directors then on the Board.
9.	CONFIDENTIAL INFORMATION; INVENTION RESTRICTIVE 
	COVENANT.
9.1	Employee agrees not to divulge, furnish or make available to anyone (other 
than in the regular course of business of the Company) any confidential 
knowledge or information with respect to the Company, or with respect to any 
other confidential or secret aspect of the Company's activities.

9.2	Any methods, developments, inventions and/or improvements, whether 
patentable or unpatentable, which Employee may conceive or make along the 
lines of the Company's business while in its employ as an employee or 
consultant, shall be and remain the property of the Company.  Employee 
further agrees on request to execute patent applications based on such 
methods, developments, inventions and/or improvement, including any other 
instruments deemed necessary by the Company for the prosecution of such patent 
application or the acquisition of Letters Patent of this and any 
foreign country.
9.3	Employee agrees to communicate and make known to the Company all 
knowledge possessed by him relating to any methods, developments, inventions 
and/or improvements, whether patented, patentable or unpatentable, which 
concern in any way the business of the Company, whether acquired by him 
before or during the term hereof, provided, however, that nothing herein 
shall be construed as requiring any such communication where the method, 
development, invention and/or improvement is lawfully protected from 
disclosure as the trade secret of a third party or by any other lawful bar to 
such communication.
9.4	The services of Employee are unique and extraordinary and essential to the 
business of the Company, especially since Employee shall have access to the 
Company's customer lists, trade secrets and other privileged and confidential 
information essential to the Company's business.  Therefore, Employee agrees 
that if his employment services hereunder shall at any time be terminated for 
any reason other than a termination resulting from a breach by the Company of 
any provision of this Agreement, Employee will not at any time within one (1) 
year after such termination, without the prior written approval of the 
Company, directly or indirectly, within one-hundred (100) miles of the 
Company's corporate headquarters in Hauppauge, New York, or any 
other area in which the Company shall then conduct substantial operations, 
engage in a similar business activity with the business of the Company; and 
further, Employee agrees that during such two (2) year period he shall not 
solicit, directly or indirectly, any employee or customer or account of the 
Company who at the time of such termination was then actively being solicited 
by the Company.

10.	VACATIONS.

Employee shall be entitled to reasonable vacations consistent with the 
Company's vacation policy, not less than four weeks per year, during each 
twelve-month period of the term hereof, the time and duration thereof to be 
determined by mutual agreement between Employee and the Company.  In the 
event Employee does not use his entire vacation in a twelve-month period, 
he shall be entitled to receive a cash payment in lieu thereof based upon 
Basic Compensation.
11.	INJUNCTIVE RELIEF.
Employee acknowledges and agrees that, in the event he shall violate any of the 
restrictions of 
Articles 3 and 
8 hereof, the 
Company will 
be without 
adequate 
remedy at law 
and will 
therefor be 
entitled to 
enforce such 
restrictions by 
temporary or 
permanent 
injunctive or 
mandatory 
relief 
obtained in 
an action or 
may have at 
law or in 
equity, and 
Employee 
hereby 
consents to 
the 
jurisdiction of 
such Court 
for such 
purpose, it 
being 
understood 
that such 
injunction 
shall be in 
addition to 
any remedy 
which the 
Company 
may have at 
law or 
otherwise.
	
	
12.	ASSIGNMENT. ETC.
This Agreement, as it relates to the employment of Employee, is a personal 
contract and the rights and interests of Employee hereunder may not be sold, 
transferred, assigned, pledged or hypothecated.  
13.	RIGHT TO PAYMENTS. ETC.

Employee shall not under any circumstances have any option or right to require 
payments hereunder otherwise than in accordance with the terms hereof.  To the 
extent allowed by law, Employee shall not have any power of anticipation, 
alienation or assignment of payments contemplated hereunder or any rights and 
benefits of Employee, and no other person shall acquire any right, title or 
interest hereunder by reason of any sale, assignment, transfer, claim or 
judgment or bankruptcy proceedings against Employee.
14.	NOTICES, ETC.
Any notice required or permitted to be given to Employee pursuant to this 
Agreement shall be sufficiently given if sent to Employee by certified mail 
addressed to him at the following address:  80 Cabot Court, Hauppauge, New 
York, 11788, or at any such other address as he shall designate by notice to 
the Company, and any notice required or permitted to be given to 
the Company pursuant to this Agreement shall be Sufficiently given if sent to
the Company by certified mail addressed to it at 80 Cabot Court, Hauppauge, 
New York, attention of Corporate Secretary, or such other address as the 
Company shall designate by notice to Employee, with a copy to Squadron, 
Ellenoff, Plesent & Sheinfeld, LLP, 551 5th Avenue, New York, NY 10176, 
Attention:  Barbara A. Wood.
15.	GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with the laws 
of the State of New York, applicable to agreements made and to be performed 
solely within such state.
16.	WAIVER OF BREACH; PARTIAL INVALIDITY.
The waiver by either party of a breach of any provision of this Agreement 
shall not operate or be construed as a waiver of any subsequent breach.  If 
any provisions of this Agreement shall be held to be invalid or 
unenforceable, such invalidity or unenforceability shall attach only to 
such provision and not in any way affect or render invalid or unenforceable 
any other provisions of this Agreement, and this Agreement shall be carried out
as if such invalid or unenforceable provision were not embodied therein.


17.	ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties hereto and 
there are no representations, warranties or commitments except as set forth 
herein.  This Agreement supersedes all prior and contemporaneous agreements, 
understandings, negotiations and discussions, whether written or oral, of the 
parties hereto relating to the transactions contemplated by this Agreement.  
This Agreement may be amended only in writing executed by the parties hereto 
affected by such amendment. 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day 
and year above-written.
ORBIT INTERNATIONAL CORP.



By:	                                                                
Bruce Reissman, Executive Vice President 
and Chief Operating Officer


By:	                                                                
    	Dennis Sunshine




	AMENDED AND RESTATED EMPLOYMENT AGREEMENT



EMPLOYMENT AGREEMENT, dated as of the 15th day of February 1999 (the 
AAgreement@), by and between ORBIT INTERNATIONAL CORP., a Delaware corporation 
(the "Company"), with an office at 80 Cabot Court, Hauppauge, New York, and 
BRUCE REISSMAN ("Employee"), with an address at 323 Doral Court, Jericho, New 
York 11753.

	W I T N E S S E T H :

WHEREAS, Employee is presently employed by the Company in a senior executive 
capacity pursuant to the terms of a certain Employment Agreement dated as of 
April 1, 1996, between the Company and Employee (the "1996 Employment 
Agreement"). The Company and Employee desire to amend and restate the 1996 
Employment Agreement effective February 15, 1999 and to amend 
and restate the terms and conditions upon which Employee shall continue in the 
employ of the Company.
NOW THEREFORE, in consideration of the premises and of the mutual covenants 
hereinafter set forth, the parties hereto have agreed, and do hereby agree, as 
follows:
1.	EMPLOYMENT TERM; AMENDMENT AND RESTATEMENT OF 1996 
EMPLOYMENT AGREEMENT


1.1	The Company will continue to employ Employee in its business and 
Employee will continue to work for the Company for a term commencing as of 
February 15, 1999 and continuing for the duration of the Employment Period (as 
hereinafter defined).  During the Employment Period, Employee will, if so 
requested, serve as an officer or director of any subsidiary of the Company.  
Employment Period shall mean the period commencing as of February 15, 1999 
and terminating on the date on which the Employment Period is terminated in 
accordance with the provisions of Section 1.2 below.
1.2	The Employment Period shall terminate on the earlier to occur of:
(i)	Employee's death or at the election of the Company at any time after 
Employee's Disability (as such term is hereinafter defined);
(ii)	At the election of the Company on not less than three years' prior 
written notice to Employee;
(iii)	At the election of Employee on not less than six months' prior written 
notice to the Company, or upon a "change of control" in accordance with the 
provisions of Section 7.1 below; or
(iv)	At the election of the Company for "cause" (as such term is 
hereinafter defined).
As used herein the term "cause" means (i) willful and repeated failure by 
Employee to perform his duties hereunder which are not remedied within thirty 
days after written notice from the Company, (ii) conviction of Employee for a 
felony, (iii) Employee's dishonesty or willfully engaging in conduct that is 
demonstrably and materially injurious to the Company or (iv) willful 
violation by Employee of any provisions of this Agreement which is not 
remedied within thirty days after written notice from the Company.
2.	DUTIES
2.1	During the Employment Period, Employee shall perform the duties of 
Executive Vice President and Chief Operating Officer or such other or 
additional executive duties consistent with such office as shall, from time 
to time, be reasonably delegated or assigned to him by the Board of Directors 
of the Company consistent with Employee's abilities.

2.2	During the term of this Agreement, Employee shall, if elected, serve as a 
member of the Board of Directors of the Company and such other committees of the
Board to which Employee may be appointed.
3.	DEVOTION OF TIME
During the Employment Period, Employee shall expend substantially all of his 
working time for the Company; shall devote his best efforts, energy and skill 
to the services of the Company and the promotion of its interests; and shall 
not take part in activities which are detrimental to the best interests of 
the Company or which are directly competitive to the business of the Company.
4.	COMPENSATION DURING EMPLOYMENT PERIOD
4.1	In respect of services to be performed by Employee during the Employment 
Period, the Company agrees to pay Employee an annual salary of Two Hundred 
Forty Thousand ($240,000) Dollars ("Basic Compensation"), payable in 
accordance with the Company's customary payroll practices for executive 
employees.
4.2	Employee's Basic Compensation shall be increased by an amount established 
by reference to the "Consumer Price Index for Urban Wage Earners and Clerical 
Workers, New York, New York, all items - Series A-01 (1982 - 84=100)" 
published by the Bureau of Labor Statistics of the United States Department 
of Labor (the "Consumer Price Index").  The base period shall be the month 
ended February 28, 1999 (the "Base Period").  If the Consumer Price Index for 
the month of February in any year, commencing in 2000, is greater than the 
Consumer Price Index for the Base Period, Basic Compensation shall be 
increased to the amount obtained by multiplying Basic Compensation by a 
fraction, the numerator of which is the Consumer Price Index for the 
month of February of the year in which such determination is being made and the 
denominator of which is the Consumer Price Index for the Base Period.

4.3	In addition to his Basic Compensation, during the Employment Period 
Employee shall also be entitled to receive for all services rendered 
hereunder an annual cash bonus ("Incentive Compensation") equal to 2.40% of 
the Company=s A Pre-Tax Earnings@  (as hereinafter defined) between $500,001 
and $1,000,000; 3.00% of the Company=s Pre-Tax Earnings between 
$1,000,001 and $2,000,000; 3.60% of the Company=s Pre-Tax Earnings between 
$2,000,001 and $3,000,000; and 4.5% of the Company's Pre-Tax Earnings in 
excess of $3,000,001 to be paid on or before March 15 of each year based on 
the Company's Pre-Tax Earnings for its fiscal year ended immediately prior 
thereto. Employee shall not be entitled to Incentive Compensation if the 
Company=s Pre-Tax Earnings for a fiscal year are less than $500,000.   In the
event that the Employment Period shall end on any day other than the last day
of a fiscal year the Incentive Compensation payable to Employee hereunder 
shall be prorated based on the ratio that the number of days in that fiscal 
year which are included in the Employment Period bears to the total number 
of days in that fiscal year.
4.4	As used herein, the term Pre-Tax Earnings shall mean the net income of the 
Company and its subsidiaries, as determined on a consolidated basis as shown on 
the Company's statement of operations which is included in its audited 
financial statements, in accordance with generally accepted accounting 
principles applied consistently with those employed in the preparation 
of the Company's audited financial statements, as adjusted as follows:
(i)	No deduction or provision shall be made for taxes (which term shall 
not include any related interest or penalties) based on income or profits of 
any nature whatsoever (including but not limited to all federal, state, 
municipal and or other income, franchise, excess profit, sales value added, 
gross receipts, surtaxes or other taxes upon the Company or any of its 
subsidiaries or arising from or related to the income of the Company or any 
of its subsidiaries in any jurisdiction);

(ii)	No deduction shall be made for any Incentive Compensation payable 
to Employee hereunder or any incentive compensation, bonus or similar payment 
made to any other executive employee of the Company which is based upon or 
measured by the earnings of the Company (however defined);
(iii)	Pre-tax earnings (or losses) of consolidated subsidiaries of the 
Company which are less than 100% owned by the Company shall be included in 
the computation of "Pre-Tax Earnings" only to the extent of the Company's 
percentage ownership interest in each such subsidiary; and
(iv)	Pre-Tax Earnings shall not include:  (A) extraordinary gains or 
extraordinary losses; or (B) any gain or loss from discontinued business 
operations.
The amounts earned by Employee hereunder shall be initially computed by the 
Company and any dispute between the Company and Employee as to the 
computation thereof shall be determined by the independent certified public 
accountants then regularly retained by the Company based upon financial 
statements certified by said accountants and such determination shall 
be final and binding upon the Company and Employee.
4.5	Employee shall also be entitled to such additional increments and bonuses 
as shall be determined from time to time by the Board of Directors of the 
Company.
4.6	As used in this Agreement the term "Total Compensation" shall mean, with 
respect to any period, the total amounts paid or payable to Employee with 
respect to such period whether as Basic Compensation, Incentive Compensation, or
as additional payments made pursuant to Paragraph 4.5.
5.	BENEFITS; REIMBURSEMENT OF EXPENSES

5.1	Employee shall at all times have the use of a Company-owned or leased 
automobile with full maintenance and insurance.  All costs of such 
automobile, including lease costs or purchase price, gasoline and oil and 
garaging (except at Employee's home) shall be paid by the Company.
5.2	The Company shall pay directly, or reimburse Employee, for all other 
reasonable and necessary expenses and disbursements incurred by him for and 
on behalf of the Company in the performance of his duties during the 
Employment Period in accordance with the regular practices of the Company 
regarding the reimbursement of such expenses.
5.3	Employee and any beneficiary of Employee shall be accorded the right to 
participate in and receive benefits under and in accordance with the 
provisions of any pension, insurance, medical and dental insurance or 
reimbursement, or other similar plan or program of the Company now in 
existence or hereafter adopted for the benefit of its executive employees.
5.4	The Company shall maintain keyman life insurance on Employee in the 
minimum amount of $2 million.  Upon termination of employment, Employee may 
continue to pay premiums due under such policy and designate beneficiaries 
thereunder.
6.	DISABILITY
6.1	If the Employment Period is terminated by reason of Employee's Disability, 
as defined below, Employee shall be paid a sum equal to 50% of the Total 
Compensation paid or payable to him with respect to the immediately preceding 
full fiscal year, such payment to be made to him in six substantially equal 
monthly installments commencing promptly following any such termination of 
the Employment Period.
6.2	"Disability" shall mean the inability of Employee, for a continuous 
period of more than six (6) months, to perform substantially all of his 
regular duties and carry out substantially all of his responsibilities 
hereunder because of physical or mental incapacity.  The Company shall 
have the right to have Employee examined by a competent doctor for purposes 
of determining his physical or mental incapacity.

6.3	The obligations of the Company under Article 6.1 may be satisfied, in whole 
or in part, by payments to Employee under disability insurance provided by the 
Company, and under laws providing disability benefits for employees.
7.	CHANGE IN CONTROL
7.1	In the event at any time after February 15, 1999, a majority of the Board
of Directors is composed of persons who are not "Continuing Directors," as 
hereinafter defined, (i) all stock options and the Shares granted to Employee 
under any of the Company's stock option plans, 
which stock options are currently outstanding and not vested, shall 
immediately become fully vested and (ii) Employee shall have the option, to 
be exercised by written notice to the Company, to resign as an employee and 
terminate this Agreement, effective as of such date as may be specified in his 
written notice of resignation.
7.2	In the event Employee exercises such option under (ii) above, he shall be 
entitled to receive, as termination pay, a lump sum equal to the maximum amount
that can be paid to Employee, after giving effect to all other benefits 
accruing to Employee upon the termination of his employment, without any 
portion thereof constituting an "excess parachute payment" as defined in 
'280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), or 
any successor section of the Code.  The computation of the termination 
payment to be made to Employee under (ii) above shall be performed, at the 
sole cost and expense of the Company, by the independent auditors then 
retained by the Company, or if such auditors notify the Company that they are 
unwilling to perform such computation, then by any nationally or regionally 
recognized independent public accounting firm selected by Employee.  The 
computation provided by such auditors shall be final and binding on the 
Company and Employee.  The Company and Employee shall provide such 
auditors with any documents and other information that the auditors may 
reasonably request.

7.3	"Continuing Directors" shall mean (i) the directors of the Company at the 
close of business on February 15, 1999, and (ii) any person who was or is 
recommended to (A) succeed a Continuing Director or (B) become a director as 
a result of an increase in the size of the Board, in each case, by a majority of
the Continuing Directors then on the Board.
8.	CONFIDENTIAL INFORMATION; INVENTIONS; RESTRICTIVE COVENANT
8.1	Employee agrees not to divulge, furnish or make available to anyone (other 
than in the regular course of business of the Company) any confidential 
knowledge or information with respect to the Company, or with respect to any 
other confidential or secret aspect of the Company's activities.
8.2	Any methods, developments, inventions and/or improvements, whether 
patentable or unpatentable, which Employee may conceive or make along the 
lines of the Company's business while in its employ as an employee or 
consultant, shall be and remain the property of the Company.  Employee 
further agrees on request to execute patent applications based on such 
methods, developments, inventions and/or improvements, including any other 
instruments deemed necessary by the Company for the prosecution of such 
patent application or the acquisition of Letters Patent of this and any 
foreign country.
8.3	Employee agrees to communicate and make known to the Company all 
knowledge possessed by him relating to any methods, developments, inventions 
and/or improvements, whether patented, patentable or unpatentable, which 
concern in any way the business of the Company, whether acquired by him 
before or during the term hereof, provided, however, that nothing herein 
shall be construed as requiring any such communication where the method, 
development, invention and/or improvement is lawfully protected from 
disclosure as the trade secret of a third party or by any other lawful bar to 
such communication.

8.4	The services of Employee are unique and extraordinary and essential to the 
business of the Company, especially since Employee shall have access to the 
Company's customer lists, trade secrets and other privileged and confidential 
information essential to the Company's business.  Therefore, Employee agrees 
that if his employment services hereunder shall at any time be terminated for 
any reason other than a termination resulting from a breach by the Company of 
any provision of this Agreement, Employee will not at any time within one (1) 
year after such termination, without the prior written approval of the 
Company, directly or indirectly, within one-hundred (100) miles of the 
Company's corporate headquarters in Hauppauge, New York, or any other area in 
which the Company shall then conduct substantial operations, engage in any 
business activity which is similar to the business of the Company; and 
further, Employee agrees that during such one (1) year period he shall not 
solicit, directly or indirectly, any employee or customer or account of the 
Company who at the time of such termination was then actively being solicited 
by the Company.

9.	VACATIONS
Employee shall be entitled to reasonable vacations consistent with the 
Company's vacation policy, not less than four weeks per year, during each 
twelve-month period of the term hereof, the time and duration thereof to be 
determined by mutual agreement between Employee and the Company.  In the 
event Employee does not use his entire vacation in a twelve-month period, he 
shall be entitled to receive a cash payment in lieu thereof based upon Basic 
Compensation.
10.	INJUNCTIVE RELIEF

Employee acknowledges and agrees that, in the event he shall violate any of the 
restrictions of Articles 3 and 8 hereof, the Company will be without adequate 
remedy at law and will therefor be entitled to enforce such restrictions by 
temporary or permanent injunctive or mandatory relief obtained in an action 
or may have at law or in equity, and Employee hereby consents to the 
jurisdiction of such Court for such purpose, it being understood that such 
injunction shall be in addition to any remedy which the Company may have at 
law or otherwise.
11.	ASSIGNMENT, ETC.
This Agreement, as it relates to the employment of Employee, is a personal 
contract and the rights and interests of Employee hereunder may not be sold, 
transferred, assigned, pledged or hypothecated.
12.	RIGHT TO PAYMENTS, ETC.
Employee shall not under any circumstances have any option or right to require 
payments hereunder otherwise than in accordance with the terms hereof.  To the 
extent allowed by law, Employee shall not have any power of anticipation, 
alienation or assignment of payments contemplated hereunder, or any rights 
and benefits of Employee, and no other person shall acquire any right, title 
or interest hereunder by reason of any sale, assignment, transfer, claim or 
judgment or bankruptcy proceedings against Employee.
13.	NOTICES, ETC.
Any notice required or permitted to be given to Employee pursuant to this 
Agreement shall be sufficiently given if sent to Employee by certified mail 
addressed to him at the following address: 80 Cabot Court, Hauppauge, New 
York, 11788, or at any such other address as he shall designate by notice to 
the Company, and any notice required or permitted to be given to the Company 
pursuant to this Agreement shall be sufficiently given if sent to the Company 
by certified mail addressed to it at 80 Cabot Court, Hauppauge, New York, 
attention of Corporate Secretary, or such other address as the Company shall 
designate by notice to Employee, with a copy to Squadron, Ellenoff, Plesent & 
Sheinfeld, LLP, 551 Fifth Avenue, New York, New York, 10176, Attention: 
Barbara A. Wood.

14.	GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with the 
laws of the State of New York, applicable to agreements made and to be 
performed solely within such state.
15.	WAIVER OF BREACH; PARTIAL INVALIDITY
The waiver by either party of a breach of any provision of this Agreement 
shall not operate or be construed as a waiver of any subsequent breach.  If 
any provisions of this Agreement shall be held to be invalid or 
unenforceable, such invalidity or unenforceability shall attach only to such 
provision and not in any way affect or render invalid or unenforceable any 
other provisions of this Agreement, and this Agreement shall be carried out 
as if such invalid or unenforceable provision were not embodied therein.

16.	ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto and 
there are no representations, warranties or commitments except as set forth 
herein.  This Agreement supersedes all prior and contemporaneous agreements, 
understandings, negotiations and discussions, whether written or oral, of the 
parties hereto relating to the transactions contemplated by this Agreement.  
This Agreement may be amended only in writing executed by the parties hereto 
affected by such amendment.









IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
day and year above-written.
ORBIT INTERNATIONAL CORP.

		By:	                                                      
Dennis Sunshine, President
and Chief Executive Officer


By:	                                                      
Bruce Reissman



	AMENDED AND RESTATED EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of the 15th day of February 1999 (the 
AAgreement@), by and between ORBIT INTERNATIONAL CORP., a Delaware 
corporation (the "Company"), with an office at 80 Cabot Court, Hauppauge, New 
York, and MITCHELL BINDER ("Employee"), with an address at 800 Barberry Lane, 
Woodsburgh, New York 11598.

	W I T N E S S E T H :

WHEREAS, Employee is presently employed by the Company in a senior executive 
capacity pursuant to the terms of a certain Employment Agreement dated as of 
April 1, 1996, between the Company and Employee (the "1996 Employment 
Agreement"). The Company and Employee desire to amend and restate the 1996 
Employment Agreement effective February 15, 1999 and to amend and restate the
terms and conditions upon which Employee shall continue in the employ of the 
Company.
NOW THEREFORE, in consideration of the premises and of the mutual covenants 
hereinafter set forth, the parties hereto have agreed, and do hereby agree, 
as follows:
1.	EMPLOYMENT TERM; AMENDMENT AND RESTATEMENT OF 1996 
		EMPLOYMENT AGREEMENT


1.1	The Company will continue to employ Employee in its business and 
Employee will continue to work for the Company for a term commencing as of 
February 15, 1999 and continuing for the duration of the Employment Period (as 
hereinafter defined).  During the Employment Period, Employee will, if so 
requested, serve as an officer or director of any subsidiary of the Company.  
Employment Period shall mean the period commencing as of February 15, 1999 
and terminating on the date on which the Employment Period is terminated in 
accordance with the provisions of Section 1.2 below.
1.2	The Employment Period shall terminate on the earlier to occur of:
(i)	Employee's death or at the election of the Company at any time after 
Employee's Disability (as such term is hereinafter defined);
(ii)	At the election of the Company on not less than three years' prior 
written notice to Employee;
(iii)	At the election of Employee on not less than six months' prior written 
notice to the Company, or upon a "change of control" in accordance with the 
provisions of Section 7.1 below; or
(iv)	At the election of the Company for "cause" (as such term is 
hereinafter defined).
As used herein the term "cause" means (i) willful and repeated failure by 
Employee to perform his duties hereunder which are not remedied within thirty
days after written notice from the Company, (ii) conviction of Employee for a 
felony, (iii) Employee's dishonesty or willfully engaging in conduct that is 
demonstrably and materially injurious to the Company or (iv) willful 
violation by Employee of any provisions of this Agreement which is not 
remedied within thirty days after written notice from the Company.
2.	DUTIES
2.1	During the Employment Period, Employee shall perform the duties of Vice 
President - Finance and Chief Financial Officer or such other or additional 
executive duties consistent with such office as shall, from time to time, be 
reasonably delegated or assigned to him by the Board of Directors of the 
Company consistent with Employee's abilities.

2.2	During the term of this Agreement, Employee shall, if elected, serve as a 
member of the Board of Directors of the Company and such other committees of 
the Board to which Employee may be appointed.
3.	DEVOTION OF TIME
During the Employment Period, Employee shall expend substantially all of his 
working time for the Company; shall devote his best efforts, energy and skill
to the services of the Company and the promotion of its interests; and shall 
not take part in activities which are detrimental to the best interests of 
the Company or which are directly competitive to the business of the Company.
4.	COMPENSATION DURING EMPLOYMENT PERIOD
4.1	In respect of services to be performed by Employee during the Employment 
Period, the Company agrees to pay Employee an annual salary of Two Hundred 
Eighteen Thousand ($218,000) Dollars ("Basic Compensation"), payable in 
accordance with the Company's customary payroll practices for executive 
employees.
4.2	Employee's Basic Compensation shall be increased by an amount established 
by reference to the "Consumer Price Index for Urban Wage Earners and Clerical 
Workers, New York, New York, all items - Series A-01 (1982 - 84=100)" 
published by the Bureau of Labor Statistics of the United States Department 
of Labor (the "Consumer Price Index").  The base period shall be the month 
ended February 28, 1999 (the "Base Period").  If the Consumer Price Index for 
the month of February  in any year, commencing in 2000, is greater than the 
Consumer Price Index for the Base Period, Basic Compensation shall be 
increased to the amount obtained by multiplying Basic Compensation by a 
fraction, the numerator of which is the Consumer Price Index for the 
month of February of the year in which such determination is being made and 
the denominator of which is the Consumer Price Index for the Base Period.

4.3	In addition to his Basic Compensation, during the Employment Period 
Employee shall also be entitled to receive for all services rendered 
hereunder an annual cash bonus ("Incentive Compensation") 1.60% of the 
Company=s APre-Tax Earnings@  (as hereinafter defined) between $500,001 and 
$1,000,000; 2.00% of the Company=s Pre-Tax Earnings between $1,000,001 
and $2,000,000;  2.40% of the Company=s Pre-Tax Earnings between $2,000,001 
and $3,000,000; and 3.00% of the Company's Pre-Tax Earnings in excess of 
$3,000,001 to be paid on or before March 15 of each year based on the 
Company's Pre-Tax Earnings for its fiscal year ended immediately prior 
thereto.  Employee shall not be entitled to Incentive Compensation if the 
Company=s Pre-Tax Earnings for a fiscal year are less than $500,000.  In the
event that the Employment Period shall end on any day other than the last day 
of a fiscal year the Incentive Compensation payable to Employee hereunder 
shall be prorated based on the ratio that the number of days in that fiscal 
year which are included in the Employment Period bears to the total number 
of days in that fiscal year.
4.4	As used herein, the term Pre-Tax Earnings shall mean the net income of the 
Company and its subsidiaries, as determined on a consolidated basis as shown on
the Company's statement of operations which is included in its audited 
financial statements, in accordance with generally accepted accounting 
principles applied consistently with those employed in the preparation of the
Company's audited financial statements, as adjusted as follows:
(i)	No deduction or provision shall be made for taxes (which term shall 
not include any related interest or penalties) based on income or profits of 
any nature whatsoever (including but not limited to all federal, state, 
municipal and or other income, franchise, excess profit, sales value added, 
gross receipts, surtaxes or other taxes upon the Company or any of its 
subsidiaries or arising from or related to the income of the Company or any 
of its subsidiaries in any jurisdiction);

(ii)	No deduction shall be made for any Incentive Compensation payable 
to Employee hereunder or any incentive compensation, bonus or similar payment 
made to any other executive employee of the Company which is based upon or 
measured by the earnings of the Company (however defined);
(iii)	Pre-tax earnings (or losses) of consolidated subsidiaries of the 
Company which are less than 100% owned by the Company shall be included in 
the computation of "Pre-Tax Earnings" only to the extent of the Company's 
percentage ownership interest in each such subsidiary; and
(iv)	Pre-Tax Earnings shall not include:  (A) extraordinary gains or 
extraordinary losses; or (B) any gain or loss from discontinued business 
operations.
The amounts earned by Employee hereunder shall be initially computed by the 
Company and any dispute between the Company and Employee as to the computation 
thereof shall be determined by the independent certified public accountants 
then regularly retained by the Company based upon financial statements certified
by said accountants and such determination shall be final and binding upon 
the Company and Employee.
4.5	Employee shall also be entitled to such additional increments and bonuses as
shall be determined from time to time by the Board of Directors of the Company.
4.6	As used in this Agreement the term "Total Compensation" shall mean, with 
respect to any period, the total amounts paid or payable to Employee with 
respect to such period whether as Basic Compensation, Incentive Compensation, or
as additional payments made pursuant to Paragraph 4.5.
5.	BENEFITS; REIMBURSEMENT OF EXPENSES

5.1	Employee shall at all times have the use of a Company-owned or leased 
automobile with full maintenance and insurance.  All costs of such 
automobile, including lease costs or purchase price, gasoline and oil and 
garaging (except at Employee's home) shall be paid by the Company.
5.2	The Company shall pay directly, or reimburse Employee, for all other 
reasonable and necessary expenses and disbursements incurred by him for and 
on behalf of the Company in the performance of his duties during the 
Employment Period in accordance with the regular practices of the Company 
regarding the reimbursement of such expenses.
5.3	Employee and any beneficiary of Employee shall be accorded the right to 
participate in and receive benefits under and in accordance with the 
provisions of any pension, insurance, medical and dental insurance or 
reimbursement, or other similar plan or program of the Company now in 
existence or hereafter adopted for the benefit of its executive employees.
5.4	The Company shall maintain keyman life insurance on Employee in the 
minimum amount of $1 million.  Upon termination of employment, Employee may 
continue to pay premiums due under such policy and designate beneficiaries 
thereunder.
6.	DISABILITY
6.1	If the Employment Period is terminated by reason of Employee's Disability, 
as defined below, Employee shall be paid a sum equal to 50% of the Total 
Compensation paid or payable to him with respect to the immediately preceding 
full fiscal year, such payment to be made to him in six substantially equal 
monthly installments commencing promptly following any such termination of 
the Employment Period.
6.2	"Disability" shall mean the inability of Employee, for a continuous 
period of more than six (6) months, to perform substantially all of his 
regular duties and carry out substantially all of his responsibilities 
hereunder because of physical or mental incapacity.  The Company shall 
have the right to have Employee examined by a competent doctor for purposes 
of determining his physical or mental incapacity.

6.3	The obligations of the Company under Article 6.1 may be satisfied, in whole 
or in part, by payments to Employee under disability insurance provided by the 
Company, and under laws providing disability benefits for employees.
7.	CHANGE IN CONTROL
7.1	In the event at any time after February 15, 1999, a majority of the Board 
of Directors is composed of persons who are not "Continuing Directors," as 
hereinafter defined, (i) all stock options and the Shares granted to Employee 
under any of the Company's stock option plans, which stock options are 
currently outstanding and not vested, shall immediately become fully vested 
and (ii) Employee shall have the option, to be exercised by written notice to 
the Company, to resign as an employee and terminate this Agreement, effective 
as of such date as may be specified in his written notice of resignation.
7.2	In the event Employee exercises such option under (ii) above, he shall be 
entitled to receive, as termination pay, a lump sum equal to the maximum amount
that can be paid to Employee, after giving effect to all other benefits 
accruing to Employee upon the termination of his employment, without any 
portion thereof constituting an "excess parachute payment" as defined 
in '280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), or
any successor section of the Code.  The computation of the termination 
payment to be made to Employee under (ii) above shall be performed, at the 
sole cost and expense of the Company, by the independent auditors then 
retained by the Company, or if such auditors notify the Company that they are 
unwilling to perform such computation, then by any nationally or regionally 
recognized independent public accounting firm selected by Employee.  The 
computation provided by such auditors shall be final and binding on the 
Company and Employee.  The Company and Employee shall provide such auditors 
with any documents and other information that the auditors may reasonably 
request.

7.3	"Continuing Directors" shall mean (i) the directors of the Company at the 
close of business on February 15, 1999, and (ii) any person who was or is 
recommended to (A) succeed a Continuing Director or (B) become a director as
a result of an increase in the size of the Board, in each case, by a majority 
of the Continuing Directors then on the Board.
8.	CONFIDENTIAL INFORMATION; INVENTIONS; RESTRICTIVE COVENANT
8.1	Employee agrees not to divulge, furnish or make available to anyone (other 
than in the regular course of business of the Company) any confidential 
knowledge or information with respect to the Company, or with respect to any
other confidential or secret aspect of the Company's activities.
8.2	Any methods, developments, inventions and/or improvements, whether 
patentable or unpatentable, which Employee may conceive or make along the 
lines of the Company's business while in its employ as an employee or 
consultant, shall be and remain the property of the Company.  Employee 
further agrees on request to execute patent applications based on such 
methods, developments, inventions and/or improvements, including any other 
instruments deemed necessary by the Company for the prosecution of such 
patent application or the acquisition of Letters Patent of this and any 
foreign country.
8.3	Employee agrees to communicate and make known to the Company all 
knowledge possessed by him relating to any methods, developments, inventions
and/or improvements, whether patented, patentable or unpatentable, which 
concern in any way the business of the Company, whether acquired by him before 
or during the term hereof, provided, however, that nothing herein shall be 
construed as requiring any such communication where the method, development, 
invention and/or improvement is lawfully protected from disclosure as the 
trade secret of a third party or by any other lawful bar to such communication.

8.4	The services of Employee are unique and extraordinary and essential to the 
business of the Company, especially since Employee shall have access to the 
Company's customer lists, trade secrets and other privileged and confidential 
information essential to the Company's business.  Therefore, Employee agrees 
that if his employment services hereunder shall at any time be terminated for
any reason other than a termination resulting from a breach by the Company of 
any provision of this Agreement, Employee will not at any time within one (1) 
year after such termination, without the prior written approval of the 
Company, directly or indirectly, within one-hundred (100) miles of the 
Company's corporate headquarters in Hauppauge, New York, or any other area in
which the Company shall then conduct substantial operations, engage in any 
business activity which is similar to the business of the Company; and 
further, Employee agrees that during such one (1) year period he shall not 
solicit, directly or indirectly, any employee or customer or account of the 
Company who at the time of such termination was then actively being solicited 
by the Company.

9.	VACATIONS
Employee shall be entitled to reasonable vacations consistent with the 
Company's vacation policy, not less than four weeks per year, during each 
twelve-month period of the term hereof, the time and duration thereof to be 
determined by mutual agreement between Employee and the Company.  In the 
event Employee does not use his entire vacation in a twelve-month period, he 
shall be entitled to receive a cash payment in lieu thereof based upon Basic 
Compensation.
10.	INJUNCTIVE RELIEF

Employee acknowledges and agrees that, in the event he shall violate any of the 
restrictions of Articles 3 and 8 hereof, the Company will be without adequate 
remedy at law and will therefor be entitled to enforce such restrictions by 
temporary or permanent injunctive or mandatory relief obtained in an action 
or may have at law or in equity, and Employee hereby consents to the 
jurisdiction of such Court for such purpose, it being understood that such 
injunction shall be in addition to any remedy which the Company may have at 
law or otherwise.
11.	ASSIGNMENT, ETC.
This Agreement, as it relates to the employment of Employee, is a personal 
contract and the rights and interests of Employee hereunder may not be sold, 
transferred, assigned, pledged or hypothecated.
12.	RIGHT TO PAYMENTS, ETC.
Employee shall not under any circumstances have any option or right to require 
payments hereunder otherwise than in accordance with the terms hereof.  To the 
extent allowed by law, Employee shall not have any power of anticipation, 
alienation or assignment of payments contemplated hereunder, or any rights 
and benefits of Employee, and no other person shall acquire any right, title 
or interest hereunder by reason of any sale, assignment, transfer, claim or 
judgment or bankruptcy proceedings against Employee.
13.	NOTICES, ETC.

Any notice required or permitted to be given to Employee pursuant to this 
Agreement shall be sufficiently given if sent to Employee by certified mail 
addressed to him at the following address: 80 Cabot Court, Hauppauge, New 
York, 11788, or at any such other address as he shall designate by notice to 
the Company, and any notice required or permitted to be given to the Company 
pursuant to this Agreement shall be sufficiently given if sent to the 
Company by certified mail addressed to it at 80 Cabot Court, Hauppauge, New 
York, attention of Corporate Secretary, or such other address as the Company 
shall designate by notice to Employee, with a copy to Squadron, Ellenoff, 
Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New York, 10176, 
Attention: Barbara A. Wood.

14.	GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with the laws 
of the State of New York, applicable to agreements made and to be performed 
solely within such state.
15.	WAIVER OF BREACH; PARTIAL INVALIDITY
The waiver by either party of a breach of any provision of this Agreement 
shall not operate or be construed as a waiver of any subsequent breach.  If 
any provisions of this Agreement shall be held to be invalid or 
unenforceable, such invalidity or unenforceability shall attach only to 
such provision and not in any way affect or render invalid or unenforceable 
any other provisions of this Agreement, and this Agreement shall be carried 
out as if such invalid or unenforceable provision were not embodied therein.

16.	ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto and 
there are no representations, warranties or commitments except as set forth 
herein.  This Agreement supersedes all prior and contemporaneous agreements, 
understandings, negotiations and discussions, whether written or oral, of the 
parties hereto relating to the transactions contemplated by this Agreement. 
This Agreement may be amended only in writing executed by the parties hereto 
affected by such amendment.







IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year above-written.

ORBIT INTERNATIONAL CORP.

		By:	                                                      
Dennis Sunshine, President
and Chief Executive Officer


By:	                                                      
Mitchell Binder