SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                             Form 10-KSB

   X      ANNUAL REPORT UNDER  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT
     OF 1934
     For the fiscal year ended December 31, 2001

                                  or

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

                      Commission File No. 0-3936

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

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

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

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

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

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

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


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

               Yes    X                      No ______

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


Issuer's revenues for its fiscal year ended December 31, 2001: $14,745,000

Aggregate market value of Registrant's voting and non-voting common equity
held by non-affiliates (based
on shares held and the closing price quoted on the Nasdaq SmallCap on March
15, 2002): $8,626,611

Number of shares of common stock outstanding as of March 15, 2002: 2,109,196

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 2002 Annual Meeting of Stockholders.
                                PART I


ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

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

     In August 1996, the Board of Directors of the Company adopted a plan to
sell and/or
liquidate its remaining United States and Canadian apparel operations.  In
connection with a license
agreement entered into in May 1999 with an unaffiliated third party, the
Company is collecting a
minimum royalty of $140,000 payable in sixteen equal quarterly installments
for the use of its
"East/West" trademark (its principal label) in the United States and Canada.
The operations of the
East/West division are limited to servicing such license.

     In March 1996, as part of its plan to dispose of its apparel operations,
the Company entered
into an amended agreement with the sellers of a discontinued apparel division
whereby the purchase
price of the assets was reduced from $15,000,000 to $8,850,000 leaving
$1,850,000 remaining to
be paid at the time of the Amendment.  The Company paid $1,000,000 in three
separate installment
payments through January 1, 1997.  The remaining $850,000 was due in quarterly
installments of
$42,500 commencing in March 2002 through December 2006.  In addition, the
sellers received
warrants to purchase Orbit common shares in which the Company guaranteed a
minimum profit of
$375,000 on the sale of such shares.  In March 2000, the Company reached an
agreement with the
sellers whereby the Company agreed to commence making payments in 2000 rather
than in 2002
as scheduled in consideration for a reduction in the outstanding amount due
from $850,000 to
$660,000.  In July 2001, the warrants were exercised on a cashless basis in
accordance with their
terms and 83,332 shares of common stock were issued.

     In March 1997, the Company commenced bankruptcy proceedings against two
of its apparel
subsidiaries located in Canada.  Orbit appointed a receiver and manager who
liquidated all of the
assets of these subsidiaries.  The proceeds of such sales were used to pay
down the outstanding
obligations to the secured lender of the two subsidiaries.  The Company
received Final Orders of
Discharge for the proceedings on the two subsidiaries in October 2000 and
November 2000,
respectively.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

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

The following sets forth certain selected historical financial information
relating to the Company's
business segments:
<TABLE>
<CAPTION>
<S>                  <C>          <C>
                      December 31,
                              2001      2000

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

Net sales:


Electronics            $ 8,737,000 $  6,135,000
Power Units
Domestic                  5,111,000       897,000    5,552,000
Foreign                   6,008,000    1,019,000

Total Power Units                      6,571,000



Operating income
(loss) (1):


Electronics                939,000      216,000
Power Units                                (7,000)
                      (20,000)



Assets:


Electronics               5,582,000      7,031,000
Power Units           4,019,000      3,888,000

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

Additional financial information relating to the business segments in which
Orbit conducts its
operations is set forth in Note 12 to the Consolidated Financial Statements
appearing elsewhere in
this report.



DESCRIPTION OF BUSINESS

  GENERAL

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

     Orbit's Power Units Segment is operated through its Behlman subsidiary
and is in the
business of manufacturing and selling power supplies, AC power sources
(equipment that produces
power that is the same as what would be received from a public utility),
"frequency converters"
(equipment that converts local power to equivalent foreign power),
"uninterruptable power supplies
("UPS")" (devices that allow a computer to operate while utility power is
lost), associated analytical
equipment and other electronic equipment.  The military division of Behlman
designs and
manufactures "power conversion devices" (equipment that produces power that is
the same as what
would be received from a public utility) and electronic products for
measurement and display.

PRODUCTS

Electronics Segment

     Intercommunication Panels

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

     Graphic Display Terminal

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

     Operator Control Trays

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

     Data Entry, Keyboards, and Display Systems

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

     Color Liquid Crystal Displays (LCD's)

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

     Color Liquid Crystal Display Computers

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

     Command Display Units (CDU'S)

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

COMMAND AND COMMUNICATION DISPLAY TERMINALS


THE  ORBIT INSTRUMENT DIVISION HAS DESIGNED AND IS CURRENTLY UNDER ORDER FOR A
HIGH SPEED AT COMPATIBLE
            COMPUTER THAT WILL MECHANICALLY FIT INTO LIMITED SPACE
APPLICATIONS.  THIS UNIT IS BEING IMPLEMENTED ON
            VARIOUS ARMY AND MARINE PROGRAMS SUCH AS THE FIRE FINDER PROGRAM,
AS WELL AS SEVERAL FOREIGN
            MILITARY PROGRAMS.

RUGGEDIZED DISPLAY TERMINALS


THE ORBIT INSTRUMENT DIVISION HAS DESIGNED, DEVELOPED AND SHIPPED
CONFIGURATIONS OF 18.1 AND 20.1 INCH
            COLOR LIQUID DISPLAYS (LCD'S) FOR SHIPBOARD AND AIRBORNE
APPLICATIONS.  THESE UNITS PROVIDE THE
            OPERATOR WITH STATE OF THE ART COLOR RESOLUTION THAT CAN WITHSTAND
SEVERE ENVIRONMENTAL CONDITIONS.

Power Units Segment

            Power Sources

BEHLMAN'S "AC POWER SOURCES" ARE USED IN THE PRODUCTION OF VARIOUS TYPES OF
EQUIPMENT SUCH AS BALLASTS
            FOR FLUORESCENT LIGHTING, "CRT TERMINALS", HAIR DRYERS, HOSPITAL
BEDS, VACUUM CLEANER MOTORS,
            COMPRESSORS, CIRCUIT BREAKERS, PAINT SPRAY EQUIPMENT, VENDING
MACHINES AND MAJOR HOUSEHOLD
            APPLIANCES AND ARE USED IN TEST LABS TO MEET EUROPEAN COMMUNITY
REQUIRED TESTING, AIRCRAFT TESTING
            AND SIMULATORS.  OTHER USES INCLUDE POWERING EQUIPMENT FOR OIL AND
GAS EXPLORATION.

            Behlman's frequency converters are used to convert local power
frequency (e.g., 60HZ in
the United States) to local frequencies elsewhere (e.g., 50 HZ in Europe) and
are used in the testing
of commercial and military aircraft (400HZ).

            Behlman's UPS products are used for backup power when local power
is lost.  Behlman only
competes in the "ruggedized and industrial market" as opposed to the
commercial "UPS market".


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

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

            Behlman is recognized by the Source Development Department of the
NAVICP and has
been given the opportunity to compete against prime contractors.  Behlman has
a current order for
power sources and positioning assemblies for the F18 FLIR system as a result
of such competition
program.

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

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

            Behlman's inverters which convert system battery power to AC are
being used in utility
substations and electric, gas and water transmission systems.  Units have also
been sold for cranes
that load and unload ships.

            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 has a current order for the design
and development of
prototype C41 workstations that will be used to support the Advanced
Amphibious Assault Vehicle
Program (AAAV).  The keyboard/trackball workstation, designed for the U.S.
Marine Corp., will
have to meet severe military specification requirements including nuclear,
chemical and biological
compliance.

            The Orbit Instrument Division has completed the design and
pre-production orders for
several digital interrogators for full military requirements.  One Digital
Data Entry Device Terminal
(DDEDT) configuration will display real time data to the operator for
interrogation for Naval
shipboard program requirements.  A second configuration, designed as a Remote
Control Unit
(RCU) has the capability to integrate with the system transponder for
interrogation for Naval
shipboard, Combat Fighter Aircraft and Helicopter program requirements.

Power Units Segment

            Belman has developed a new computer controlled front end for its
AC power supplies.  The
unit will be used with its switching AC power supplies.

            Behlman has been developing high power AC sources to replace its
PA-Plus series.  Orders
have been received from customers utilizing the unit for fuel cells.

            Behlman's Custom Division has received orders for COTS power
supplies for use in AEGIS
destroyers and for Forward Looking Infrared Radar ("FLIR") systems on the
F/18-A.  The Custom
Division is also developing a line of COTS power supplies for other military
applications.

            The products and programs described above are presently being
developed by the Company.
However, there can be no assurance that such development efforts will result
in any marketable
products nor result in any meaningful sales.

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

          Many of our competitors are well established, have reputations for
success in the
development and sale of their products and services and have significantly
greater financial,
marketing, distribution, personnel and other resources than us, thereby
permitting them to implement
extensive advertising and promotional campaigns, both in general and in
response to efforts by
additional competitors to enter into new markets and introduce new products
and services.

The electronics industry is characterized by frequent introduction of new
products and services, and
is subject to changing consumer preferences and industry trends, which may
adversely affect our
ability to plan for future design, development and marketing of our products
and services.  The
markets for electronic products, components and related services are also
characterized by rapidly
changing technology and evolving industry standards, often resulting in
product obsolescence or
short product life cycles.  We are constantly required to expend more funds
for research and
development of new technologies.

THE ELECTRONICS SEGMENT'S COMPETITIVE POSITION WITHIN THE ELECTRONICS INDUSTRY
IS, IN MANAGEMENT'S VIEW,
            PREDICATED UPON THE ORBIT INSTRUMENT DIVISION'S MANUFACTURING
TECHNIQUES, ITS ABILITY TO DESIGN AND
            MANUFACTURE PRODUCTS WHICH WILL MEET THE SPECIFIC NEEDS OF ITS
CUSTOMERS AND ITS LONG-STANDING
            SUCCESSFUL RELATIONSHIP WITH ITS MAJOR CUSTOMERS.  (SEE "
            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. 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.


SOURCES AND AVAILABILITY OF RAW MATERIALS

            The Company uses multiple sources for its procurement of raw
materials and is not
dependent on any suppliers for such procurement.  The Company continuously
updates its delivery
schedules and evaluates availability of components so that they are received
on a "just-in-time
schedule".  Occasionally, in the production of certain military units, the
Company will be faced with
procuring certain components that are either obsolete or difficult to procure.
 However, the
Company has access to worldwide brokers using the Internet to assure component
availability.
Nevertheless, there can be no assurance that such components will be
available, and even if so, at
reasonable prices.

MAJOR CUSTOMERS

            Lockheed Martin corp., various agencies of the United States
Government and Raytheon
Company accounted for approximately 18%, 18% and 17%, respectively, of
consolidated net sales
of the Company for the year ended December 31, 2001.  The loss of any of these
customers would
have a material adverse effect on the net sales and earnings of the Company.
The Company does
not have any significant long-term contracts with any of the above-mentioned
customers.

            The major customers of the Electronics Segment are Lockheed Martin
Corp., Raytheon
Company and various agencies of the United States Government, accounting for
approximately
31%, 27% and 13%, respectively, of the net sales of such segment for the year
ended December 31,
2001.  The loss of any of these customers would have a material adverse effect
on the net sales and
earnings of the Electronics Segment.

            The major customer of the Power Units Segment is the United States
Government,
accounting for approximately 26% of the net sales of such segment for the year
ended December
31, 2001.  The loss of this customer would have a material adverse effect on
the net sales and
earnings of the Power Units Segment.

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

BACKLOG

            As of December 31, 2001 and 2000 the Company's backlog was as
follows:

<TABLE>
<CAPTION>

             2001             2000
<S>          <C>              <C>

Electronics  $10,000,000      $6,000,000


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


Total        $12,000,000      $8,000,000
</TABLE>

            Of the backlog at December 31, 2001, approximately $2,300,000
represents backlog under
contracts which will not be shipped during 2002.

            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 years
ended December 31,
2001 and 2000.

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

RESEARCH AND DEVELOPMENT

            The Company incurred approximately $746,000, and $700,000 of
research and development
expenses during the years ended December 31, 2001 and 2000, respectively.

PATENTS

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

EMPLOYEES

            As of March 15, 2002, the Company employed 95 persons on a
full-time basis.  Of these,
the Electronics Segment employed 52 people, consisting of 8 in engineering and
drafting, 6 in sales
and marketing, 9 in direct and corporate administration and the balance in
production. The Power
Units Segment employed 43 people, consisting of 11 in engineering and
drafting, 5 in sales, 2 in
direct and corporate administration and the balance in production.

RISK FACTORS

This report and other reports filed by us contain certain forward-looking
statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ
materially from those projected in the forward-looking statements as a result
of certain uncertainties
set forth below and elsewhere in this report, as well as additional risks and
uncertainties of which
we are currently unaware.

WE ARE HEAVILY DEPENDENT UPON THE CONTINUANCE OF MILITARY SPENDING.

            A significant amount of all the products we manufacture are used
in military applications.
The attacks of September 11, 2001 and subsequent world events have led the
U.S. Government to
increase the level of military spending necessary for domestic and overseas
security.  We are heavily
dependent upon military spending, particularly on the Department of the Navy,
as a source of
revenues and income.  Accordingly, any substantial future reductions in
overall military spending
by the U.S. Government could have a material adverse effect on our sales and
earnings.

WE ARE HAVING DIFFICULTIES IN PROCURING CONTRACTS BECAUSE OF A REDUCTION IN
THE LEVEL OF
INDUSTRY-WIDE FUNDING AND PRICING PRESSURES.

            We continue to pursue many business opportunities, including
programs in which we have
previously participated but, due to industry-wide funding and pricing
pressures, we have
encountered delays in the awards of these contracts.   We continue to seek new
contracts which
require incurring up-front design, engineering, prototype and pre-production
costs.  While we are
attempting to negotiate contract awards for reimbursement of product
development, there is no
assurance that sufficient monies will be set aside by our customers, including
the U.S. Government,
for such effort.  In addition, even if the U.S. Government agrees to reimburse
development costs,
there is still a significant risk of cost overrun which may not be
reimbursable.  Furthermore, once
we have completed the design and pre-production stage, there is no assurance
that funding will be
provided for future production.

          A significant amount of our contracts are subject to termination at
the convenience of the
U.S. Government.  Orders under U.S. Government prime contracts or subcontracts
are customarily
subject to termination at the convenience of the U.S. 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.

WE ARE DEPENDENT ON CERTAIN OF OUR CUSTOMERS  AND WE DO NOT HAVE ANY LONG TERM
CONTRACTS
WITH THESE CUSTOMERS.

            Lockheed Martin Corp, various agencies of the U.S. Government and
Raytheon Company
accounted for approximately 18%, 18% and 17%, respectively, of our
consolidated net sales for the
year ended December 31, 2001.  Lockheed Martin Corp., Raytheon Company and
various agencies
of the U.S. Government accounted for approximately 31%, 27% and 13%,
respectively, of the net
sales of our electronics segment for the year ended December 31, 2001.  The
U.S. Government
accounted for approximately 26% of the net sales of our  power units segment
for the year ended
December 31, 2000.  We do not have any significant long-term contracts with
any of the above-
mentioned customers.  The loss of any of these customers would have a material
adverse effect on
our net sales and earnings.    Due to major consolidations in the defense
industry, it has become
more difficult to avoid dependence on certain customers for revenue and
income.

WE ARE DEPENDENT UPON OUR SENIOR EXECUTIVE OFFICERS AND KEY PERSONNEL FOR THE
OPERATION OF
OUR BUSINESS.

            We are dependent for the operation of our business on the
experience, technology
knowledge, abilities and continued services of our officers, Dennis Sunshine,
President and Chief
Executive Officer, Bruce Reissman, Executive Vice President and Chief
Operating Officer and
Mitchell Binder, Vice President-Finance and Chief Financial Officer.  The loss
of services of any of
such persons would be expected to have a material adverse effect upon our
business and/or our
prospects.  Our future success is dependent upon, among other things, the
successful recruitment
and retention of key personnel including executive officers, for sales,
marketing, finance and
operations.  We face significant competition for skilled and technical talent.
 No assurance can be
made that we will be successful in attracting and retaining such personnel.
If we are unable to retain
existing key employees or hire new employees upon acceptable terms when
necessary, our business
could potentially be adversely effected.


ITEM 2.  DESCRIPTION OF PROPERTIES

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

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


ITEM 3.  LEGAL PROCEEDINGS

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


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 14, 2002, the Company had 481 shareholders of record.
The Company's
stock is traded on the Nasdaq SmallCap Market (Nasdaq symbol: ORBT).

            The quarterly closing prices for the period January 1, 2000
through December 31, 2001,
as reported by Nasdaq, were as follows.
<TABLE>
<S>                                 <C>

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

                                    HIGH       LOW


2000:

  First Quarter:                                   $1.38
                                    $3.13


                                                 1.31
  Second Quarter:                   5.13

                                       4.56
  Third Quarter:                               2.13

                                             2.16  0.38
  Fourth Quarter:



2001:

  First Quarter:                           $1.75    $0.55


  Second Quarter:                   1.99       1.13


  Third Quarter:                    2.10       1.37

                                                 1.65
  Fourth Quarter:                   3.05



</TABLE>



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



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

RESULTS OF OPERATIONS:

Year Ended December 31, 2001 v. Year Ended December 31, 2000

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

          Consolidated net sales for the year ended December 31, 2001
increased by 16.0% to
$14,745,000 from $12,706,000 for the prior year principally due to a 42.4%
increase in sales
recorded from the Electronics Segment that was offset by a 8.6% decrease in
sales from its Power
Units Segment.

          Gross profit, as a percentage of net sales, for the year ended
December 31, 2001 increased
to 37.2% from 35.4% for the prior year. The increase in gross profit, as a
percentage of sales, was
due to an increase in gross profit realized by both the Electronics and Power
Units Segments.  The
increase in gross profit realized by the Electronics Segment was principally
due to an increase in
sales and the increase in gross profit realized by the Power Units Segment was
principally due to a
change in product mix, despite a reduction in sales.

          Selling, general and administrative expenses for the year ended
December 31, 2001
increased to $5,254,000 from $4,946,000 for the year ended December 31, 2000
principally due to
the write off of approximately $103,000 of bank financing costs resulting from
the pay off of the
outstanding balance under the Company's outstanding credit facility in the
first quarter of 2001 and
to a charge to income of approximately $111,000 related to due diligence and
other costs associated
with a terminated potential merger with an unrelated third party in the third
quarter of 2001.
Selling, general and administrative expenses, as a percentage of sales, for
the year ended December
31, 2001 decreased to 35.6% from 38.9% for the prior year principally due to
increased sales during
the current year.

          Interest expense for the year ended December 31, 2001 decreased to
$212,000 from
$336,000 for the year ended December 31, 2000 principally due to the payoff of
the outstanding
balance under the Company's credit facility in the first quarter of 2001 and
due to lower interest
rates.

          Investment and other income for the year ended December 31, 2001
increased to $200,000
from $166,000 for the prior year principally due to the amortization of
deferred income realized on
the sale-leaseback of the Company's operating facility completed in the first
quarter of 2001 that
was partially offset by a decrease in funds available for investment during
the current year.

          Income before income tax and extraordinary item was $214,000 for the
year ended
December 31, 2001, compared to a loss of $620,000 for the year ended December
31, 2000.  The
increase in income was principally due to the increase in sales from the
Company's Electronics
Segment.

          During the first quarter of 2001, the Company completed the
sale-leaseback of its operating
facility.  For tax purposes, the Company will be able to offset the capital
gain realized on the sale
of the facility with its net operating loss carryforward.  As a result of the
transaction and pursuant
to Statement of Financial Standards No. 109 "Accounting for Income Taxes", the
Company
adjusted its valuation allowance against its deferred tax asset thereby taking
a charge of $400,000
to income for the year ended December 31, 2001.

          The net loss before extraordinary item for the year ended December
31, 2001 decreased to
a loss of $186,000 compared to a loss of $620,000 for the year ended December
31, 2000.

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

          As a result of the foregoing, the net loss for the year ended
December 31, 2001 was
$186,000 compared to a net loss of $430,000 for the year ended December 31,
2000.


Liquidity, Capital Resources and Inflation

          Working capital increased to $6,038,000 at December 31, 2001
compared to $5,462,000
at December 31, 2000.  The ratio of current assets to current liabilities
increased to 2.5 to 1 at
December 31, 2001 from 2.2 to 1 at December 31, 2000.

          Net cash flows used in operations for the year ended December 31,
2001 was $1,046,000,
primarily attributable to the net loss for the period, the increase in
inventories and other assets and
the decrease in customer advance, accounts payable, accrued expenses and
liabilities and reserves
for discontinued operations that was partially offset by the non-cash flow
effects of depreciation and
amortization and the reduction in the deferred tax asset.  Net cash flows used
in operations for the
year ended December 31, 2000 was $1,126,000, primarily attributable to the net
loss for the period,
the non cash flow effect of income related to the forgiveness of debt and an
increase in accounts
receivable, inventory and other assets that was partially offset by an
increase in accounts payable,
customer advances and the non cash flow effect of depreciation and amortization.

          Cash flows provided by investing activities for the year ended
December 31, 2001 was
$2,741,000, primarily attributable to the proceeds from the Company's
operating facility.  Cash
flows used in investing activities for the year ended December 31, 2000 was
$38,000, attributable
to purchases of property, plant and equipment.

          Cash flows used in financing activities for the year ended December
31, 2001 was
$2,052,000, primarily attributable to the repayments of long term debt that
was partially offset by
the proceeds from debt from the new credit facility. Cash flows used in
financing activities for the
year ended December 31, 2000 was $709,000 which was primarily attributable to
repayments of
long-term debt.

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

THE COMPANY'S CONTRACTUAL OBLIGATIONS AND COMMITMENTS ARE SUMMARIZED AS FOLLOWS:

                              LESS THAN    1-3            4-5         AFTER 5
          OBLIGATION          TOTAL          1 YEAR            YEARS    YEARS
YEARS

Long-term debt        $1,444,000   $1,180,000        $264,000               0
           0

Capital lease
    obligations                      1,000                   1,000        0
        0       0

Operating leases         4,828,000      421,000    1,201,000     825,000
  2,381,000

Other long-term
    obligations                 594,000               594,000            0
       0        0

Total contractual
    obligations            $6,867,000          $2,196,000     $1,465,000
$825,000       $2,381,000

          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

               Up until the beginning of 2001, the Company faced a very
difficult business
environment encountering significant delays in the award of new contracts from
the U.S.
Government and its prime contractors as well as industry wide funding and
pricing pressures.  In
addition, due to major consolidations in the defense industry, it became more
difficult to avoid
dependence on certain customers for revenue and income.  Contract delays
adversely affected
revenue levels for 1999 and 2000.  However, the Company realized an increase
in bookings in 2000
and in 2001 and consequently, has experienced an improvement to revenue levels
in 2001.  Due to
the events of September 11, 2001, the Company may be requested to increase
production of its
existing product lines as well as realize new business opportunities stemming
from the deployment
of assets by the Department of Defense for the current military campaign.

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

               The Company is heavily dependent upon military spending,
particularly the
Department of the Navy, as a source of revenues and income.  The U.S. Navy
fleet has been
significantly reduced in the past several years thereby impacting the
procurement of equipment.
However, the current military campaign could very likely reverse this trend.
In addition, Behlman's
line of commercial products gives the Company some diversity and the Orbit
Instrument Division
is beginning to introduce certain of its products into commercial and foreign
markets as well as to
other divisions of the U.S. Departments of Defense.

Forward Looking Statements

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

Quantitative and Qualitative Disclosures About Market Risks

          The Company is exposed to market risk related to changes in interest
rates.  Most of the
Company's debt is at a variable rate of interest and is not hedged by any
derivative instruments.
That debt which is subject to a variable rate of interest amounted to
approximately $938,000 at
December 31, 2001.  If market interest rates increase by five percent from
levels at December 31,
2001, the effect on the Company's results of operations would be approximately
$47,000.

ITEM 7.   FINANCIAL STATEMENTS

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


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

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

                                    PART III

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

               Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2002 Annual Meeting of Stockholders.

ITEM 10.  EXECUTIVE COMPENSATION

               Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2002 Annual Meeting of Stockholders.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

               Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2002 Annual Meeting of Stockholders.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               Incorporated by reference to the Company's definitive proxy
statement to be filed
pursuant to regulation 14A promulgated under the Securities Exchange Act of
1934 in connection
with the Company's 2002 Annual Meeting of Stockholders.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

                    (a)  The following documents are filed as part of this
Annual Report on Form
10-KSB for the fiscal year ended December 31, 2001.

               1and 2.   Financial Statements and Schedule:

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

               3.  Exhibits:

Exhibit No.    Description of Exhibit

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

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

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

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

  4 (c)             Orbit International Corp. 2000 Employee Stock Option Plan
Incorporated by
          reference to Exhibit 4(b) to Registrant's Annual Report on Form
10-KSB for the
          fiscal year ended December 31, 2000.

  4 (d)*            Orbit International Corp. 2002 Stock Incentive Plan.

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

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

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

  10 (d)* Form of Indemnification Agreement between the Company and each of
its Directors
          dated as of September 10, 2001.

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

10 (g)              Amendment dated as of March 1, 2000 to the Agreement dated
March 28,
          1996 among Kenneth Freedman, Frederick Meyers, The Panda Group, Inc.
and
          Orbit International Corp.  Incorporated by reference to Exhibit 4(b)
to Registrant's
          Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000.

10 (h)              Financing Agreement dated January 8, 2001 between the
Company and
          Rosenthal & Rosenthal, Inc. including exhibits and schedules
thereto.  Incorporated
          by reference to Exhibit 4(b) to Registrant's Annual Report on Form
10-KSB for the
          fiscal year ended December 31, 2000.

10 (i)              Financing Agreement dated January 8, 2001 between Behlman
Electronics,
          Inc. and Rosenthal & Rosenthal, Inc. including exhibits and
schedules thereto.
          Incorporated by reference to Exhibit 4(b) to Registrant's Annual
Report on Form
          10-KSB for the fiscal year ended December 31, 2000.

10 (j)              Purchase and Sale Agreement between the Company and 80
Cabot Realty
          LLC dated February 26, 2001.  Incorporated by reference to Exhibit
4(b) to
          Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31,
          2000.

10(k)               Lease Agreement between the Company and 80 Cabot Realty
LLC dated
          February 26, 2001.  Incorporated by reference to Exhibit 4(b) to
Registrant's Annual
          Report on Form 10-KSB for the fiscal year ended December 31, 2000.

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


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

  23*          Consent of Goldstein Golub Kessler LLP.



(b)  Reports on Form 8-K:
          None.
                         __________
          * Filed herewith.





ORBIT INTERNATIONAL CORP.
 AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001


                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES


                           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


INDEPENDENT AUDITOR'S REPORT                                  F-1


CONSOLIDATED FINANCIAL STATEMENTS:

   Balance Sheet as of December 31, 2001 and 2000             F-2
   Statement of Operations for the Years Ended December 31, 2001 and 2000   F-3
   Statement of Stockholders' Equity for the Years Ended December 31, 2001 and
2000   F-4
   Statement of Cash Flows for the Years Ended December 31, 2001 and 2000   F-5
   Notes to Consolidated Financial Statements              F-6 - F-16



INDEPENDENT AUDITOR'S REPORT




To the Stockholders and Board of Directors
Orbit International Corp.


We have audited the accompanying consolidated balance sheets of Orbit
International Corp. and
Subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of
operations, stockholders' equity, and cash flows for the years then ended.
These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United
States of America.  Those standards require that we plan and perform the audit
to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material
respects, the financial position of Orbit International Corp. and Subsidiaries
as of December 31, 2001
and 2000 and the results of their operations and their cash flows for the
years then ended in conformity
with accounting principles generally accepted in the United States of America.





GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 8, 2002



                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                             CONSOLIDATED BALANCE SHEET


DECEMBER 31,
2001                                                              2000

ASSETS

Current Assets:
  Cash and cash equivalents             $     745,000
  $  1,102,000
  Investments in marketable securities          3,000
  3,000
  Accounts receivable, less allowance for doubtful accounts of $165,000
2,088,000
  2,137,000
  Inventories                               7,213,000
  6,654,000
  Other current assets                         80,000
  104,000
  Deferred tax assets                          75,000
  75,000
  TOTAL CURRENT ASSETS                     10,204,000       10,075,000
Property, Plant and Equipment, at cost, less accumulated
 depreciation and amortization                220,000
  2,024,000
Excess of Cost over the Fair Value of Assets Acquired, less
 accumulated amortization of $522,000 and $426,000 in 2001
 and 2000, respectively                       868,000
  963,000
Other Assets                                  757,000
  758,000
Deferred Tax Assets                           275,000
  675,000
  TOTAL ASSETS                            $12,324,000      $14,495,000

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

                                                  Current Liabilities:
  Current portion of long-term obligations$     243,000
  $     841,000
  Accounts payable                          1,335,000
  1,486,000
  Notes payable                               938,000
  -
  Accrued expenses                            814,000
  858,000
  Accounts payable, accrued expenses and reserves applicable
   to discontinued operations                 594,000
  758,000
  Customer advances                           157,000
  670,000
  Deferred income                              85,000
  -
  TOTAL CURRENT LIABILITIES                 4,166,000        4,613,000
Deferred Income                               854,000
  -
Long-term Obligations                         264,000
  2,664,000
  TOTAL LIABILITIES                         5,284,000        7,277,000
Commitments and Contingencies
                                                 Stockholders' Equity:
  Common stock - $.10 par value               312,000
  304,000
  Additional paid-in capital               24,165,000
  24,165,000
  Accumulated deficit                     (7,587,000)
  (7,401,000)
                                           16,890,000       17,068,000
  Treasury stock, at cost                 (9,850,000)
  (9,850,000)
  STOCKHOLDERS' EQUITY                      7,040,000        7,218,000
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$12,324,000    $14,495,000



                            ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENT OF OPERATIONS


YEAR ENDED DECEMBER 31,
   2001
   2000

Net sales                                 $14,745,000
  $12,706,000

Cost of sales                               9,265,000
  8,210,000
Gross profit                                5,480,000
  4,496,000


Selling, general and administrative expenses5,254,000
   4,946,000

Interest expense                              212,000
  336,000

Investment and other income, net            (200,000)
  (166,000)
Total expenses                              5,266,000
  5,116,000


Income (loss) before income tax and extraordinary item     214,000
  (620,000)

Income tax provision                          400,000
  -

Loss before extraordinary item              (186,000)
  (620,000)

Extraordinary item                           -
  190,000
Net loss                               $    (186,000)
  $    (430,000)


Net loss per common share - basic and diluted:
  Loss before extraordinary item      $          (0.09)
  $          (0.30)
  Extraordinary item                            -
..09
Net loss                              $          (0.09)
  $          (0.21)



                            ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


YEARS ENDED DECEMBER 31, 2001 AND 2000

                            COMMON STOCK
                          25,000,000 SHARES
                             AUTHORIZED   ADDITIONAL
                          SHARES            PAID-IN  ACCUMULATED  TREASURY STOCK
                          ISSUED   AMOUNT   CAPITAL   DEFICIT    SHARES
AMOUNT     TOTAL

Balance at December 31,
19993,040,000$304,000$24,165,000$(6,971,000)(1,014,000)$(9,850,000)$7,648,000

Net loss               -         -      -          (430,000)  -

(430,000)
Balance at December 31,
20003,040,000304,00024,165,000(7,401,000)(1,014,000)(9,850,000)7,218,000

Exercise of warrants     83,000    8,000-          -          -

8,000

Net loss               -         -      -          (186,000)  -

(186,000)
Balance at December 31,
20013,123,000$312,000$24,165,000$(7,587,000)(1,014,000)$(9,850,000)$7,040,000


                            ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31,
2001                                                              2000

Cash flows from operating activities:
  Net loss                                $   (186,000)
    $   (430,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Forgiveness of debt                         -
    (190,000)
    Depreciation and amortization               125,000
    161,000
    Amortization of goodwill                     96,000
    96,000
    Deferred income                            (85,000)
    -
    Deferred tax provision                      400,000
    -
    Write-off of bank financing costs           103,000
    15,000
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable 49,000
    (746,000)
      Increase in inventories                 (559,000)
    (850,000)
      Decrease in other current assets           24,000
    32,000
      Increase in other assets                (141,000)
    (131,000)
      (Decrease) increase in accounts payable (151,000)
    343,000
      Decrease in accrued expenses             (44,000)
    (26,000)
      (Decrease) increase in customer advances(513,000)
    670,000
      Decrease in assets held for sale, discontinued operations-
    41,000
      Decrease in accounts payable, accrued expenses and reserves
       applicable to discontinued operations  (164,000)
    (111,000)
   NET CASH USED IN OPERATING ACTIVITIES   (1,046,000)     (1,126,000)

                                 Cash flows from investing activities:
  Sales of property, plant and equipment                 2,783,000
   -
  Purchase of property, plant and equipment                 (42,000)
   (38,000)
   NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES   2,741,000(38,000)

                                 Cash flows from financing activities:
  Repayments of long-term debt             (2,998,000)
   (709,000)
  Proceeds from notes payable                1,000,000
   -
  Repayments of notes payable                 (62,000)
   -
  Proceeds from exercise of warrants            8,000
   -
   NET CASH USED IN FINANCING ACTIVITIES   (2,052,000)       (709,000)

Net decrease in cash and cash equivalents    (357,000)
   (1,873,000)

Cash and cash equivalents at beginning of year1,102,000
   2,975,000
Cash and cash equivalents at end of year  $    745,000
   $ 1,102,000


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the year for interest   $    149,000
    $    336,000



                            ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

<TABLE>
<S>              <C>
  1.ORGANIZATION The consolidated financial statements include
AND BUSINESS:    the accounts of Orbit International
                 Corp. and its wholly owned subsidiaries
                 (collectively, the "Company"). All significant
                 intercompany transactions have been eliminated
                 in consolidation.

                 The Company has two reportable segments: (a) the
                 Orbit Instrument Ddivision
                 (Electronics Segment) is engaged in the design,
                 manufacture and sale of customized
                 electronic components and subsystems, and (b)
                 the Behlman Electronics, Inc.
                 subsidiary (Power Units Segment) is engaged in
                 the design and manufacture of
                 distortion-free commercial power units, power
                 conversion devices and electronic
                 devices for measurement and display.  On August
                 6, 1996, the board of directors of
                 the Company adopted a plan to dispose of its
                 U.S. and Canadian apparel operations.
                 At December 31, 2001 and 2000, the liabilities
                 of the discontinued operations
                 consisted primarily of accrued expenses and
                 other reserves.




  2.SUMMARY OF   The Company considers all highly liquid
SIGNIFICANT      investments with a maturity of three months
ACCOUNTING       or less when purchased to be cash equivalents.
POLICIES:
                 Inventories are priced at the lower of cost
                 (first-in, first-out basis) or market.

                 Property, plant and equipment is recorded at
                 cost.  Depreciation and amortization of
                 the respective assets are computed using the
                 straight-line method over their estimated
                 useful lives ranging from 5 to 40 years.
                 Leasehold improvements are amortized using
                 the straight-line method over the remaining term
                 of the lease or the term of the
                 improvement, whichever is less.

                 Excess of cost over the fair value of net assets
                 acquired is being amortized on a straight-
                 line basis over 15 years.

                 THE COMPANY'S INVESTMENT IN AVAILABLE-FOR-SALE
                 SECURITIES IS STATED AT FAIR VALUE
                 WITH THE UNREALIZED GAINS AND LOSSES, NET OF
                 TAX, REPORTED IN OTHER COMPREHENSIVE
                 INCOME.  REALIZED GAINS AND LOSSES AND DECLINES
                 IN VALUE JUDGED TO BE OTHER-THAN-
                 TEMPORARY ON AVAILABLE-FOR-SALE SECURITIES ARE
                 INCLUDED IN INVESTMENT INCOME. THE
                 COST OF SECURITIES SOLD IS BASED ON THE
                 SPECIFIC-IDENTIFICATION METHOD.  INTEREST AND
                 DIVIDENDS ON SUCH SECURITIES ARE INCLUDED IN
                 INVESTMENT INCOME.

                 Substantially all of the Company's revenue is
                 recognized from the sale of tangible
                 products.  The Company records sales upon
                 delivery of the units under its
                 manufacturing contracts.

                 The preparation of the consolidated financial
                 statements in conformity with accounting
                 principles generally accepted in the United
                 States of America requires management to
                 make estimates and assumptions that affect the
                 consolidated financial statements and
                 accompanying notes.  Actual results could differ
                 from those estimates.

                 When impairment indicators are present, the
                 Company reviews the carrying value of its
                 long-lived assets in determining the ultimate
                 recoverability of their unamortized values
                 using future undiscounted cash flow analyses.



                 The Company measures employee stock-based
                 compensation cost using Accounting
                 Principles Board ("APB") Opinion No. 25 as is
                 permitted by Statement of Financial
                 Accounting Standards ("SFAS") No. 123,
                 Accounting for Stock-Based Compensation.

                 The fair value of the Company's long-term
                 obligations is estimated based on the current
                 rates offered to the Company for debt of similar
                 terms and maturities.  Using this method, the
                 Company's fair value of long-term obligations
                 was not significantly different than the stated
                 value at December 31, 2001 and 2000.

                 As of January 1, 1998, SFAS No. 130, Reporting
                 Comprehensive Income,
                 established new rules for the reporting and
                 display of comprehensive income and its
                 components; however, the adoption of this
                 statement had no impact on the Company's net
                 income or stockholders' equity.  SFAS No. 130
                 requires unrealized gains or losses on the
                 Company's available-for-sale securities, which
                 prior to adoption was reported separately in
                 stockholders' equity, to be included in other
                 comprehensive income. The related tax effect on
                 comprehensive income is not material for the
                 periods presented.


                 In July 2001, the Financial Accounting Standards
                 Board (the "FASB") issued SFAS No. 141, Business
                 Combinations, and SFAS No. 142, Goodwill and
                 Other Intangible Assets.

                 SFAS No. 141 addresses financial accounting and
                 reporting for business combinations.  This
                 statement requires the purchase method of
                 accounting to be used for all business
                 combinations, and prohibits the
                 pooling-of-interests method of accounting. This
                 statement is effective for all business
                 combinations initiated after June 30, 2001 and
                 supersedes APB Opinion No. 16, Business
                 Combinations, as well as SFAS No. 38, Accounting
                 for Preacquisition Contingencies of Purchased Enterprises.
                 SFAS No. 142 addresses how intangible assets
                 that are acquired individually or with a group
                 of other assets should be accounted for in
                 financial statements upon their acquisition.
                 This statement requires goodwill to be
                 periodically reviewed for impairment rather than
                 amortized, beginning on January 1, 2002.  SFAS
                 No. 142 supersedes APB Opinion No. 17,
                 "Intangible Assets".


                 In August 2001, the FASB issued SFAS No. 144,
                 Accounting for the Impairment or Disposal of
                 Long-Lived Assets (SFAS No. 144).  This
                 Statement addresses financial accounting and
                 reporting for the impairment or disposal of
                 long-lived assets. This Statement supersedes
                 SFAS No. 121, Accounting for the Impairment of
                 Long-Lived Assets and for Long-Lived Assets to
                 Be Disposed Of, and amends the accounting and
                 reporting provisions of APB Opinion No. 30,
                 Reporting the Results of Operations - Reporting
                 the Effect of Disposal of a Segment of a
                 Business, and Extraordinary, Unusual and
                 Infrequently Occurring Events and Transactions,
                 for the disposal of a segment of a business. The
                 provisions of SFAS No. 144 will be effective for
                 fiscal years beginning after December 15, 2001.

                 The Company is currently evaluating the
                 implications of adoption of SFAS No. 142 and
                 SFAS No. 144 and anticipates adopting the
                 provisions for its fiscal year beginning January
                 1, 2002.

                 Research and development costs are expensed when
                 incurred. The Company expensed approximately
                 $746,000 and $700,000 for research and
                 development during the years ended December 31,
                 2001 and 2000, respectively.  Such expenses are
                 included in selling, general and administrative expenses.




  34.INVENTORIES:Inventories consist of the following:

</TABLE>
       December 31,20012000

                Raw materials                $3,559,000$3,231,000
                Work-in-progress              3,133,0002,857,000
                 Finished goods                 521,000566,000
                                             $7,213,000$6,654,000

<TABLE>
<S>              <C>
  4.PROPERTY,    Property, plant and equipment consists of:
PLANT AND
EQUIPMENT:       December 31, 20012000

</TABLE>
      LAND AND BUILDING$2,688,000
                BUILDING AND LEASEHOLD IMPROVEMENTS    293,000
                MACHINERY AND EQUIPMENT      $1,114,0001,113,000
                Furniture and fixtures          622,000581,000
                                                        1,736,0004,675,000
                ACCUMULATED DEPRECIATION AND AMORTIZATION1,516,0002,651,000
                                            $   220,000$2,024,000


<TABLE>
<S>              <C>
    56.DEBT:     IN MARCH 2001, THE COMPANY ENTERED INTO A
                 SALE-LEASEBACK OF ITS OPERATING FACILITY
                 WHEREBY IT RECEIVED PROCEEDS OF $3,000,000 AND
                 ENTERED INTO AN OPERATING LEASE WITH
                 AN INITIAL TERM EXPIRING IN 2013.  THE COMPANY
                 USED THE PROCEEDS FROM THE SALE TO PAY
                 OFF THE AMOUNT OUTSTANDING UNDER ITS EXISTING
                 MORTGAGE WITH THE REMAINDER USED FOR
                 WORKING CAPITAL.

                 IN JANUARY 2001, THE COMPANY ENTERED INTO AN
                 AGREEMENT WITH AN ASSET-BASED LENDER
                 THAT PROVIDED A $1,000,000 LOAN, COLLATERALIZED
                 BY THE COMPANY'S ACCOUNTS RECEIVABLE
                 AND INVENTORY, AT AN INTEREST RATE OF PRIME PLUS
                 1.75%.  THE COMPANY USED THE
                 PROCEEDS TO PAY OFF ALL AMOUNTS OUTSTANDING
                 UNDER ITS EXISTING TERM LOANS AND A PORTION
                 OF THE AMOUNT OUTSTANDING UNDER ITS EXISTING
                 MORTGAGE.  PURSUANT TO THE TERMS OF THE
                 AGREEMENT, THE COMPANY MUST COMPLY WITH, AMONG
                 OTHER MATTERS, CERTAIN FINANCIAL
                 COVENANTS WHICH INCLUDE MINIMUM LEVELS OF
                 WORKING CAPITAL AND TANGIBLE NET WORTH,
                 AS DEFINED.  AT DECEMBER 31, 2001, THE COMPANY
                 HAD AN OUTSTANDING BALANCE OF
                 $938,000.

                 ON AUGUST 4, 1998, THE COMPANY ENTERED INTO AN
                 AGREEMENT WITH A BANK THAT PROVIDED
                 FOR A $950,000 TERM LOAN, A $2,550,000 MORTGAGE
                 AND A $500,000 SETTLEMENT LOAN
                 (COLLECTIVELY, THE "AGREEMENT").  THE COMPANY
                 RECEIVED THE PROCEEDS UNDER THE TERM
                 LOAN AND MORTGAGE DURING THE YEAR ENDED DECEMBER
                 31, 1998 AND USED SUCH PROCEEDS
                 TO REPAY AMOUNTS OUTSTANDING UNDER ITS PREVIOUS
                 CREDIT AGREEMENTS.  THE COMPANY
                 RECEIVED THE PROCEEDS UNDER THE SETTLEMENT LOAN
                 DURING THE YEAR ENDED DECEMBER 31,
                 1999 AND USED SUCH PROCEEDS TO PARTIALLY FUND
                 THE A CLASS ACTION SECURITIES LITIGATION
                 SETTLEMENT OF $1,000,000(SEE NOTE 13).

                 IN 1996, THE COMPANY ENTERED INTO AN AGREEMENT
                 WITH THE SELLERS OF A DISCONTINUED
                 APPAREL DIVISION THAT PROVIDED FOR A PROMISSORY
                 NOTE TO SUCH SELLERS FOR $850,000,
                 NONINTEREST-BEARING, IMPUTED INTEREST AT 6%,
                 PAYABLE IN 20 QUARTERLY INSTALLMENTS OF
                 $42,500 INCLUDING INTEREST, COMMENCING MARCH 31,
                 2002.  IN MARCH 2000, THE
                 COMPANY REACHED AN AGREEMENT WITH THE SELLERS
                 WHEREBY THE COMPANY WOULD
                 COMMENCE MAKING PAYMENTS ON THE PROMISSORY NOTE
                 PAYABLE TO SUCH SELLERS IN 2000
                 RATHER THAN IN 2002 AS SCHEDULED, IN
                 CONSIDERATION FOR A REDUCTION IN THE PROMISSORY
                 NOTE FROM $850,000 TO $660,000.  SUCH REDUCTION
                 HAS BEEN RECORDED AS AN
                 EXTRAORDINARY ITEM IN THE ACCOMPANYING STATEMENT
                 OF OPERATIONS.

</TABLE>
               THE COMPANY'S LONG-TERM DEBT OBLIGATIONS ARE AS FOLLOWS:

                 December 31,                       20012000

                 Mortgage note collateralized by certain real estate of the
                 Company, interest at prime(9.5% at December 31, 2001) plus
                 1.75%, paid in full during March 2001 in conjunction with
                 the sale-leaseback of the operating facility (see Note
                 10)payable in monthly installments of $14,167 with a final
                 payment of $850,000 in September 2008 (see Note 16).-
$2,153,000

                 Term loan collateralized by accounts receivable, inventories
                 and machinery and equipment, interest at prime (    % at
                 December 31, 2001) plus 1.75%, paid in full during January
                 2001 in conjunction with the agreement with an asset-based
                 lender payable in 20 quarterly installments of $47,500 through
                 June 2003 (see Note 16).-                        475,000

                 Promissory note payable to the sellers of a discontinued
                 apparel division through December 2004$396,000  528,000

                 Note due to the estate of the former principal officer,
                 noninterest-bearing interest at prime (4.75% at December 31,
                 2001), payable in monthly installments through 2001.110,000
                                                                  161,000

                 Capitalized lease obligation collateralized by certain computer
                 software, interest at 10%, payable in monthly installments of
                 $1,804 through 20011,000                          21,000


                                                           (continued)
                 December 31,                       20012000

                 Settlement loan collateralized by accounts receivable,
                 inventories and machinery and equipment, interest at
                 prime (    % at December 31, 2001) plus 1.25%, paid in
                 full during January 2001 in conjunction with the
                 agreement with an asset-based lender payable in quarterly
                 installments of $41,667 through December 2001 (see
                 Note 16).-                                  $   167,000
                                                $507,0003,505,000

                Less current portion             243,000841,000
                                                $264,000$2,664,000
                <TABLE>
<S>              <C>
                 PAYMENTS DUE ON THE COMPANY'S LONG-TERM DEBT ARE
                 AS FOLLOWS:

</TABLE>
      Year ending December 31,
                       2002$243,000
                       20032132,000
                       20043132,000
                         $507,000


<TABLE>
<S>              <C>
  68.STOCK-BASED The Company has stock option plans which provide
COMPENSATION     for the granting of nonqualified
PLANS:           or incentive stock options to officers, key
                 employees and nonemployee directors.  The
                 plans authorize the granting to officers and key
                 employees options to acquire up to
                 700,000 common shares.  Additionally, the plans
                 authorize the granting to
                 nonemployee directors of the Company options to
                 acquire up to 50,000 common
                 shares.  Each plan grants options at the market
                 value of the Company's stock on the
                 date of such grant.  All options are exercisable
                 at times as determined by the board
                 of directors, not to exceed 10 years from the
                 date of grant.

                 Pro forma information regarding net loss and net
                 loss per share is required by SFAS
                 No. 123 and has been determined as if the
                 Company had accounted for its stock
                 options granted using the fair value method of
                 SFAS No. 123.  The fair value for
                 these options was estimated at the date of grant
                 using the Black-Scholes option
                 pricing model with the following
                 weighted-average assumptions for the years ended
                 December 31, 2001 and 2000:  risk-free interest
                 rates of 4.7% to 5.2% and 6.5% and
                 6.0%, respectively; no dividend yield;
                 volatility factors of the expected market price
                 of the Company's common stock of 160% and 163%
                 and 100.2%, respectively, and
                 a weighted-average expected life of the options
                 of 9.0 and 6.0 and 9.0 years,
                 respectively.

                 The Black-Scholes option valuation model was
                 developed for use in estimating the
                 fair value of traded options which have no
                 vesting restrictions and are fully
                 transferable.  In addition, option valuation
                 models require the input of highly
                 subjective assumptions including the expected
                 stock price volatility.  Because the
                 Company's employee stock options have
                 characteristics significantly different from
                 those of traded options, and because changes in
                 the subjective input assumptions can
                 materially affect the fair value estimate, in
                 management's opinion, the existing models
                 do not provide a reliable single measure of the
                 fair value of its employee stock
                 options.

</TABLE>
               For purposes of pro forma disclosures, the estimated
fair value of the options is
                         amortized to expense over the options' vesting
period.  The Company's pro forma
                         information is as follows:

                 December 31,                     20012000

                Net loss:
                  As reported               $(186,000)$(430,000)
                  Pro forma                  (463,000)(728,000)

                Basic and diluted EPS:
                  As reported            $         (.09)$        (.21)
                   Pro forma             $         (.20)$        (.36)

<TABLE>
<S>             <C>
                THE FOLLOWING TABLE SUMMARIZES ACTIVITY IN STOCK OPTIONS:

</TABLE>
      December 31,20012000

                                            Weighted-
                Weighted-
                                             average
                average
                                            Exercise
                Exercise
                                      Options Price  Options
                Price

                Outstanding at beginning
                 of year            544,000   $3.33394,000       $3.62

                Granted        158,000    $1.49160,000           $2.65

                Forfeited      (9,000)    $2.43(10,000)          $3.66

                Exercised                           -                -
                                           Outstanding at end of year
   693,000
$2.89544,000$3.33


                Exercisable at end of year467,000         388,000

                Weighted-average fair
                 value of options granted
                 during the year              $1.50              $1.86

                The following table summarizes information about stock options
outstanding and
                exercisable at December 31, 2001:

                                 Weighted
                                  Number        AverageWeighted-
                                Outstanding    Remainingaverage
                   Range of         and       ContractualExercise
                Exercise Price  Exercisable      LifePrice



                $  .94 - $1.67   148,000   9 years$1.49
                $1.97 - $2.43    125,000   6 years$2.20
                $2.52 - $3.75    396,000   5 years$3.48
                $4.68 - $7.32     24,000   7 years$5.31

                At December 31, 2001, 40,000 shares of common stock were
reserved for future issuance of stock
                options.


<TABLE>
<S>              <C>
  79.EMPLOYEE    A profit-sharing and incentive-savings plan
BENEFIT PLANS:   provides benefits to certain employees
                 who meet specified minimum service and age
                 requirements. The plan provides for
                 contributions by the Company equal to one-half
                 of employee contributions (but not
                 more than 2% of eligible compensation) and the
                 Company may make additional
                 contributions out of current or accumulated net
                 earnings at the sole discretion of the
                 Company's board of directors.

                 The Company contributed approximately $135,000
                 and $105,000 to the plan during
                 the years ended December 31, 2001 and 2000, respectively.



  108.INCOME TAXES:During the year ended December 31, 20010, the
                 Company offset the capital gain
                 realized on the sale of its facility (Ssee Note
                 10) with its net operating loss
                 carryforward.  As a result of the transaction,
                 the Company adjusted itsthe valuation
                 allowance against its deferred tax asset,
                 thereby resulting in an income tax provision
                 of $400,000 for the year ended December 31,
                 2001.  The adjustment resulted in a
                 reduction of the deferred tax asset toof
                 $350750,000, of which $75,000 is classified
                 as current.  For the year ended December 31,
                 2000, the Company recorded no income
                 tax provision.


                 For the year ended December 31, 2001, the
                 Company recorded no net income tax
                 provision.  At December 31, 2001, the Company
                 has an alternative minimum tax
                 credit of approximately $564,000 with no
                 limitation on the carryforward period and
                 net operating loss carryforwards of
                 approximately $27,370,00028,785,000 which
                 expire through 20210.

</TABLE>

                 The reconciliation of income tax computed at the U.S. federal
statutory tax rates
                 to income tax expense is as follows:



                 Tax (benefit) at U.S. statutory rates  34.0%(34.0)%
                 Increase in valuation allowance  153.034.0
                                                  187.0%- 0 - %


                Deferred tax assets are comprised of the following:

                December 31,                        20012000

                Deferred tax assets:
                  Alternative minimum tax credit carryforward $      564,000$

                564,000

                Net operating loss and capital loss carryforwards
                 (including pre-acquisition net operating loss
                 carryforwards)                9,306,0009,787,000

                Various temporary differences  1,705,000676,000

                    Total deferred tax assets11,575,00011,027,000

     Valuation allowances(11,225,000)(10,277,000)
                Net deferred tax assets   $      350,000$
                750,000


<TABLE>
<S>              <C>
  911.SIGNIFICANTCUSTOMERS ANDSales to significant customers accounted for
CONCENTRATIONS   approximately 54% (18%, 18% and
OF CREDIT RISK:  18%) and 41% (25% and 16%) of the Company's
                 consolidated net sales for the years
                 ended December 31, 2001 and 2000, respectively.

                 Significant customers of the Company's
                 Electronics Segment accounted for
                 approximately 71% (31%, 27% and 13%) and 73%
                 (28%, 1827% and 2718%)
                 of the Electronics Segment's net sales for the
                 years ended December 31, 2001 and
                 2000, respectively.

                 A significant customer of the Company's Power
                 Units Segment accounted for
                 approximately 26% and 24% of the Power Units
                 Segment's net sales for the years
                 ended December 31, 2001 and 2000, respectively.

                 Certain significant customers of the Company
                 sell the Company's products to the
                 U.S. government. Accordingly, a substantial
                 portion of the net sales is subject to
                 audit by agencies of the U.S. government. In the
                 opinion of management,
                 adjustments to such net sales, if any, will not
                 have a material effect on the
                 Company's financial position or results of operations.

                 Financial instruments which potentially subject
                 the Company to concentrations of
                 credit risk consist principally of cash and
                 trade receivables from its customers.
                 The Company performs credit evaluations on its
                 customers and collateral is
                 generally not required. Credit losses are
                 provided for in the consolidated financial
                 statements during the period in which an
                 impairment has been determined.  At
                 times, cash at financial institutions may be in
                 excess of FDIC insurance limits.




1012.LEASING     In March 2001, the Company entered into a
ARRANGEMENTS:    sale-leaseback of its operating facility
                 whereby it received proceeds of $3,000,000 and
                 entered into an operating lease with
                 an initial term expiring in 2013.  The lease may
                 be extended by the Company at its
                 option through February 2025.  The Company used
                 the proceeds from the sale to pay
                 off the amount outstanding under its existing
                 mortgage with the remainder used for
                 working capital.    Additional oOperating leases
                 are for a sales office, certain
                 equipment and vehicles and are subject to annual
                 increases based on changes in the
                 Consumer Price Index and increases in real
                 estate taxes and certain operating
                 expenses.

                 Future minimum lease payments as of December 31,
                 2001 under operating lease
                 agreements that have initial or remaining
                 noncancelable lease terms in excess of one
                 year are as follows:

</TABLE>
      Year ending December 31,
                      2002$   421,000

                      2003389,000
                      2004411,000
                      2005401,000
                      2006396,000
                   Thereafter2,810,000
                Total future minimum lease payments$4,828,000

                 Rent expense for operating leases was approximately $246,000
and $16,000 for
                 the years ended December 31, 2001 and 2000, respectively.
Lease commitments
                 attributed to the discontinued operations amounted to
approximately $          .


<TABLE>
<S>              <C>
                 (a)The Company has employment agreements with
1113.COMMITMENTS  its three executive officers which
AND              may be terminated by the Company with not less
CONTINGENCIES:   than three years' prior notice and
                 with two other principal officers, for aggregate
                 annual compensation of
                 $1,111068,000.  In the event of a change in
                 control of the Company, the executive
                 officers have the right to elect a lump sum
                 payment representing future compensation
                 due them over the remaining years of their
                 agreements.  In addition, the five officers
                 are entitled to bonuses based on a percentage of
                 earnings before taxes, as defined.
                 Total bonus compensation expense was
                 approximately $37,00010,000 and $10,0000
                 for the years ended December 31, 2001 and 2000, respectively.In
September 1993, a class action securities
                 litigation was commenced by an alleged
                 stockholder of USA Classic (formerly a
                 subsidiary of the Company), against USA
                 Classic and certain of its directors in the U.S.
                 District Court for the Southern District
                 of New York.





1214. BUSINESS   The Company operates through two business
SEGMENTS:        segments.  Its Electronics Segment,
                 through the Orbit Instrument Division, is
                 engaged in the design, manufacture and sale
                 of customized electronic components and
                 subsystems.  Its Power Units Segment,
                 through the Behlman Electronics, Inc.
                 subsidiary, is engaged in the design,
                 manufacture and sale of distortion -free
                 commercial power units, power conversion
                 devices and electronic devices for measurement
                 and display.

                 The Company's reportable segments are business
                 units that offer different products.
                 The Company's reportable segments are each
                 managed separately as they
                 manufacture and distribute distinct products
                 with different production processes.

</TABLE>
      The following is the Company's business segment information as
of and for the
                years ended December 31, 2001 and 2000:

                December 31,                       20012000

                Net sales:
                  Electronics              $  8,737,000$  6,135,000

                Power Units:
                  Domestic                    5,111,0005,552,000
                  Foreign                       897,0001,019,000
                Total Power Units             6,008,0006,571,000
                                                       Total net sales
$14,745,000$12,706,000

                Income (loss) from continuing operations:
                  Electronics             $     939,000$     216,000
                  Power Units                  (20,000)(7,000)
                  General corporate expenses not allocated   (472,000)(402,000)
                  Depreciation and amortization(125,000)(161,000)
                  Amortization of goodwill     (96,000)(96,000)
                  Interest expense            (212,000)(336,000)
                  Investment and other income, net200,000166,000
                                                         Income (loss) from
continuing operations
                   before income taxes (benefit)$     214,000$   (620,000)

                Assets:
                  Electronics              $  5,582,000$  7,031,000
                  Power Units                 4,019,0003,888,000
                General corporate assets not allocated  2,723,0003,576,000
                Total assets                $12,324,000$14,495,000


<TABLE>
<S>              <C>
13.LOSS PER      The following table sets forth the computation
COMMON SHARE:    of basic and diluted loss per common
                 share:

                 December 31,20012000

</TABLE>
       Denominator:
                   Denominator for basic income (loss) per
                   share - weighted-average common shares    2,068,0002,026,000

                Effect of dilutive securities:
                  Employee and director stock options(a)(a)
                  Warrants                          (a)(a)
                                                       Dilutive potential
common shares       (a)(a)

                Denominator for diluted income (loss)
                 per share - weighted-average common
                 shares and assumed conversions2,068,0002,026,000

                 The numerator for basic and diluted loss per share for the
years ended December
                 31, 2001 and 2000 is the net loss for both such years.

                 (a)     There is no effect of common stock equivalents as
such effect would be
                   antidilutive.


<TABLE>
<S>              <C>
14.SUBSEQUENT    IN JANUARY 2002, THE COMPANY'S BOARD OF
EVENTS:          DIRECTORS APPROVED THE 2002 STOCK
                 INCENTIVE PLAN (THE "PLAN") COVERING THE GRANT
                 OF OPTIONS AND/OR RESTRICTED STOCK AWARDS TO
                 ACQUIRE UP TO 350,000 SHARES OF COMMON STOCK.
                 THE COMPANY WILL SEEK SHAREHOLDER APPROVAL OF
                 THE PLAN AT ITS ANNUAL MEETING OF SHAREHOLDERS,
                 EXPECTED TO TAKE PLACE IN JUNE 2002.



                 IN JANUARY 2001, THE COMPANY ENTERED INTO AN
                 AGREEMENT WITH AN ASSET-BASED LENDER THAT
                 PROVIDED A $1,000,000 LOAN, COLLATERALIZED BY
                 THE COMPANY'S ACCOUNTS RECEIVABLE AND INVENTORY,
                 AT AN INTEREST RATE OF PRIME PLUS 1.75%.  THE
                 COMPANY USED THE PROCEEDS TO PAY OFF ALL AMOUNTS
                 OUTSTANDING UNDER ITS EXISTING TERM LOANS AND A
                 PORTION OF THE AMOUNT OUTSTANDING UNDER ITS
                 EXISTING MORTGAGE.  PURSUANT TO THE TERMS OF THE
                 AGREEMENT, THE COMPANY MUST COMPLY WITH, AMONG
                 OTHER MATTERS, CERTAIN FINANCIAL COVENANTS WHICH
                 INCLUDE MINIMUM LEVELS OF WORKING CAPITAL AND
                 TANGIBLE NET WORTH, AS DEFINED.  THE COMPANY
                 WOULD HAVE BEEN IN COMPLIANCE WITH THESE
                 COVENANTS AT DECEMBER 31, 2000.

</TABLE>
















                              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 29, 2002                   BY: /S/ DENNIS SUNSHINE
                                      DENNIS SUNSHINE, PRESIDENT AND CHIEF
                                      EXECUTIVE OFFICER

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS
BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN
THE CAPACITIES
AND ON THE DATES INDICATED.

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

SIGNATURE                TITLE                  DATE


 /S/ DENNIS SUNSHINE     PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTORMARCH
29, 2002
DENNIS SUNSHINE          (PRINCIPAL EXECUTIVE OFFICER)



 /S/ MITCHELL BINDER     VICE PRESIDENT-FINANCE,   CHIEF FINANCIAL MARCH 29,
2002
MITCHELL BINDER                OFFICER AND
                                DIRECTOR
                         (PRINCIPAL FINANCIAL OFFICER)



 /S/ BRUCE REISSMAN      EXECUTIVE VICE PRESIDENT,CHIEF OPERATING MARCH 29, 2002
BRUCE REISSMAN           OFFICER AND
                         DIRECTOR



 /S/ HARLAN SYLVAN             TREASURER,       MARCH 29, 2002
HARLAN SYLVAN            SECRETARY AND CONTROLLER


 /S/ MARK MANNO          DIRECTOR               MARCH 29, 2002
MARK MANNO


 /S/ JOHN MOLLOY         DIRECTOR               MARCH 29, 2002
JOHN MOLLOY


 /S/ BERNARD KARCINELL   DIRECTOR               MARCH 29, 2002
BERNARD KARCINELL


 /S/ DENIS FELDMAN       DIRECTOR               MARCH 29, 2002
DENIS FELDMAN
</TABLE>



EXHIBIT 4 (D)  ORBIT INTERNATIONAL CORP. 2002 STOCK INCENTIVE PLAN

    ORBIT INTERNATIONAL CORP. 2002 EMPLOYEE STOCK INCENTIVE PLAN
(APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 23, 2002)

                        STATEMENT OF PURPOSE

     THE ORBIT INTERNATIONAL CORP. 2002 EMPLOYEE STOCK INCENTIVE PLAN IS
INTENDED TO AFFORD AN INCENTIVE
TO EMPLOYEES, CORPORATE OFFICERS AND OTHER KEY PERSONS EMPLOYED OR RETAINED BY
ORBIT INTERNATIONAL
CORP. AND ITS SUBSIDIARIES AND AFFILIATES TO ACQUIRE A PROPRIETARY INTEREST IN
THE COMPANY AND TO ENABLE THE
COMPANY AND ITS SUBSIDIARIES AND AFFILIATES TO ATTRACT AND RETAIN SUCH
PERSONS.

                         DEFINITIONS

FOR PURPOSES OF THE PLAN, THE FOLLOWING TERMS ARE DEFINED AS SET FORTH BELOW:

A. "10% HOLDER"  SHALL MEAN ANY PERSON WHO, FOR PURPOSES OF SECTION 422 OF THE
CODE OWNS MORE THAN 10% OF
THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK OF THE EMPLOYER
CORPORATION OR OF ANY SUBSIDIARY.

B. "AWARD" MEANS A STOCK OPTION, STOCK APPRECIATION RIGHT OR RESTRICTED STOCK.

C. "BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.

D. "CHANGE OF CONTROL" HAS THE MEANING SET FORTH IN SECTION 4.3.1.

E. "CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO
TIME, AND ANY SUCCESSOR THERETO.

F. "COMMITTEE" MEANS THE COMMITTEE REFERRED TO IN SECTION 3.1.

G. "COMMON STOCK" MEANS COMMON STOCK, PAR VALUE $.10 PER SHARE, OF THE
COMPANY.

H. "COMPANY" MEANS ORBIT INTERNATIONAL CORP., A DELAWARE CORPORATION.

I. "COVERED EMPLOYEE" MEANS A PARTICIPANT DESIGNATED PRIOR TO THE GRANT OF
RESTRICTED STOCK BY THE COMMITTEE
WHO IS OR MAY BE A "COVERED EMPLOYEE" WITHIN THE MEANING OF SECTION 162(M)(3)
OF THE CODE IN THE YEAR IN WHICH
RESTRICTED STOCK IS EXPECTED TO BE TAXABLE TO SUCH PARTICIPANT.

J. "ELIGIBLE PERSONS" MEANS THE ELIGIBLE PERSONS REFERRED TO IN SECTION 2 OF
THE PLAN.

K. "EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED FROM
TIME TO TIME, AND ANY SUCCESSOR
THERETO.
L. "FAIR MARKET VALUE" MEANS, AS OF ANY GIVEN DATE, (I) IF THE COMMON STOCK IS
LISTED OR ADMITTED TO TRADE ON A
NATIONAL SECURITIES EXCHANGE, THE CLOSING PRICE OF THE COMMON STOCK ON THE
COMPOSITE TAPE, AS PUBLISHED IN THE
WALL STREET JOURNAL, OF THE PRINCIPAL NATIONAL SECURITIES EXCHANGE ON WHICH
THE COMMON STOCK IS SO LISTED OR
ADMITTED TO TRADE, ON SUCH DATE, OR, IF THERE IS NO TRADING OF THE COMMON
STOCK ON SUCH DATE, THEN THE CLOSING
PRICE OF THE COMMON STOCK AS QUOTED ON SUCH COMPOSITE TAPE ON THE NEXT
PRECEDING DATE ON WHICH THERE WAS
TRADING IN SUCH SHARES; (II) IF THE COMMON STOCK IS NOT LISTED OR ADMITTED TO
TRADE ON A NATIONAL SECURITIES
EXCHANGE BUT IS LISTED AND QUOTED ON THE NASDAQ STOCK MARKET ("NASDAQ"), THE
LAST SALE PRICE FOR THE COMMON
STOCK ON SUCH DATE AS REPORTED BY NASDAQ, OR, IF THERE IS NO REPORTED TRADING
OF THE COMMON STOCK ON SUCH DATE,
THEN THE LAST SALE PRICE FOR THE COMMON STOCK ON THE NEXT PRECEDING DATE ON
WHICH THERE WAS TRADING IN THE
COMMON STOCK; (III) IF THE COMMON STOCK IS NOT LISTED OR ADMITTED TO TRADE ON
A NATIONAL SECURITIES EXCHANGE AND
IS NOT LISTED AND QUOTED ON NASDAQ, THE MEAN BETWEEN THE CLOSING BID AND ASKED
PRICE FOR THE COMMON STOCK ON
SUCH DATE, AS FURNISHED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
INC. ("NASD") OVER-THE-COUNTER
BULLETIN BOARD (THE "OTCBB"); (IV) IF THE COMMON STOCK IS NOT LISTED OR
ADMITTED TO TRADE ON A NATIONAL
SECURITIES EXCHANGE, NOT LISTED AND QUOTED ON NASDAQ AND CLOSING BID AND ASKED
PRICES ARE NOT FURNISHED BY THE
OTCBB, THE MEAN BETWEEN THE CLOSING BID AND ASKED PRICE FOR THE COMMON STOCK
ON SUCH DATE, AS FURNISHED
BY THE PINK SHEETS, LLC ("PINK SHEETS") OR SIMILAR ORGANIZATION; AND (V) IF
THE STOCK IS NOT LISTED OR ADMITTED
TO TRADE ON A NATIONAL SECURITIES EXCHANGE, NOT LISTED AND QUOTED ON NASDAQ
AND IF BID AND ASKED PRICES FOR THE
COMMON STOCK ARE NOT FURNISHED BY THE OTCBB, PINK SHEETS OR A SIMILAR
ORGANIZATION, THE VALUE ESTABLISHED
IN GOOD FAITH BY THE COMMITTEE.

M. "INCENTIVE STOCK OPTION" MEANS ANY STOCK OPTION DESIGNATED AS, AND INTENDED
TO QUALIFY AS, AN "INCENTIVE
STOCK OPTION" WITHIN THE MEANING OF SECTION 422 OF THE CODE.

N. "NON-QUALIFIED STOCK OPTION" MEANS ANY STOCK OPTION THAT IS NOT AN
INCENTIVE STOCK OPTION.

O. "PERFORMANCE GOALS" MEANS THE PERFORMANCE GOALS ESTABLISHED BY THE
COMMITTEE IN CONNECTION WITH THE GRANT
OF RESTRICTED STOCK.

P. "PLAN" MEANS THE ORBIT INTERNATIONAL CORP. 2002 EMPLOYEE STOCK INCENTIVE
PLAN, AS SET FORTH HEREIN AND AS
HEREINAFTER AMENDED FROM TIME TO TIME.

Q. "QUALIFIED PERFORMANCE-BASED AWARD" MEANS AN AWARD OF RESTRICTED STOCK
DESIGNATED AS SUCH BY THE
COMMITTEE AT THE TIME OF GRANT, BASED UPON A DETERMINATION THAT (I) THE
RECIPIENT IS OR MAY BE A "COVERED
EMPLOYEE" WITHIN THE MEANING OF SECTION 162(M)(3) OF THE CODE IN THE YEAR IN
WHICH THE COMPANY WOULD EXPECT
TO BE ABLE TO CLAIM A TAX DEDUCTION WITH RESPECT TO SUCH RESTRICTED STOCK AND
(II) THE COMMITTEE WISHES SUCH
AWARD TO QUALIFY FOR THE SECTION 162(M) EXEMPTION.

R. "RESTRICTED STOCK" MEANS AN AWARD GRANTED UNDER SECTION 6.

S. "SECTION 162(M) EXEMPTION" MEANS THE EXEMPTION FROM THE LIMITATION ON
DEDUCTIBILITY IMPOSED BY SECTION
162(M) OF THE CODE THAT IS SET FORTH IN SECTION 162(M)(4)(C) OF THE CODE.

T. "STOCK APPRECIATION RIGHT" MEANS AN AWARD GRANTED UNDER SECTION 5.

U. "STOCK OPTION" MEANS AN AWARD GRANTED UNDER SECTION 4.

V.  "SUBSIDIARY" SHALL HAVE THE MEANING GIVEN TO THE TERM "SUBSIDIARY
CORPORATION" IN SECTION 424(F) OF THE CODE.

W. "TERMINATION OF EMPLOYMENT" MEANS THE TERMINATION OF THE PARTICIPANT'S
EMPLOYMENT WITH THE COMPANY AND
ANY OF ITS SUBSIDIARIES. A PARTICIPANT EMPLOYED BY A SUBSIDIARY SHALL ALSO BE
DEEMED TO INCUR A TERMINATION OF
EMPLOYMENT IF THE SUBSIDIARY CEASES TO BE SUCH A SUBSIDIARY, AND THE
PARTICIPANT DOES NOT IMMEDIATELY
THEREAFTER BECOME AN EMPLOYEE OF THE COMPANY OR ANOTHER SUBSIDIARY. TEMPORARY
ABSENCES FROM EMPLOYMENT
BECAUSE OF ILLNESS, VACATION OR LEAVE OF ABSENCE AND TRANSFERS AMONG THE
COMPANY AND ITS SUBSIDIARIES SHALL NOT
BE CONSIDERED TERMINATIONS OF EMPLOYMENT. IF SO DETERMINED BY THE COMMITTEE, A
PARTICIPANT SHALL BE DEEMED
NOT TO HAVE INCURRED A TERMINATION OF EMPLOYMENT IF THE PARTICIPANT ENTERS
INTO A CONTRACT WITH THE COMPANY
OR A SUBSIDIARY PROVIDING FOR THE RENDERING BY THE PARTICIPANT OF CONSULTING
SERVICES TO THE COMPANY OR SUCH
SUBSIDIARY ON TERMS APPROVED BY THE COMMITTEE; HOWEVER, TERMINATION OF
EMPLOYMENT OF THE PARTICIPANT SHALL
OCCUR WHEN SUCH CONTRACT CEASES TO BE IN EFFECT.

     IN ADDITION, CERTAIN OTHER TERMS USED HEREIN HAVE DEFINITIONS GIVEN TO
THEM IN THE FIRST PLACE IN WHICH
THEY ARE USED.

                        STATEMENT OF THE PLAN

1.   SHARES SUBJECT TO THE PLAN.

     SUBJECT TO THE PROVISIONS OF SECTION 7, THE MAXIMUM NUMBER OF SHARES OF
SHARES WHICH MAY BE ISSUED
UNDER THE PLAN SHALL BE THREE HUNDRED FIFTY THOUSAND (350,000) SHARES OF
COMMON STOCK, PAR VALUE $.10 PER
SHARE, OF THE COMPANY (THE "SHARES"). THE COMPANY SHALL AT ALL TIMES WHILE THE
PLAN IS IN EFFECT RESERVE SUCH
NUMBER OF SHARES OF COMMON STOCK AS WILL BE SUFFICIENT TO SATISFY THE
REQUIREMENTS OF OUTSTANDING AWARDS
GRANTED UNDER THE PLAN. THE SHARES SUBJECT TO THE PLAN SHALL BE EITHER
AUTHORIZED AND UNISSUED SHARES OR
TREASURY SHARES OF COMMON STOCK. IF ANY AWARD IS FORFEITED, OR IF ANY STOCK
OPTION (AND RELATED STOCK
APPRECIATION RIGHT, IF ANY) TERMINATES, EXPIRES OR LAPSES  FOR ANY REASON
WITHOUT HAVING BEEN EXERCISED IN FULL
OR SHALL CEASE FOR ANY REASON TO BE EXERCISABLE IN WHOLE OR IN PART, OR IF ANY
STOCK APPRECIATION RIGHT IS EXERCISED
FOR CASH, THE UNPURCHASED SHARES SUBJECT TO SUCH AWARDS SHALL AGAIN BE
AVAILABLE FOR DISTRIBUTION UNDER THE PLAN.
NO MORE THAN 30% OF THE SHARES OF COMMON STOCK AVAILABLE FOR GRANT UNDER THE
PLAN AS OF THE FIRST DAY OF ANY
CALENDAR YEAR IN WHICH THE PLAN IS IN EFFECT SHALL BE UTILIZED IN THAT FISCAL
YEAR FOR THE GRANT OF AWARDS IN THE
FORM OF RESTRICTED STOCK.

2.   ELIGIBILITY.

     AWARDS MAY BE GRANTED ONLY TO EMPLOYEES, SALARIED OFFICERS AND OTHER KEY
PERSONS EMPLOYED OR RETAINED
BY THE COMPANY OR ITS SUBSIDIARIES ("ELIGIBLE PERSONS"). AS USED IN THIS PLAN,
THE TERM "SUBSIDIARIES" SHALL
INCLUDE SUBSIDIARIES OF A SUBSIDIARY. DIRECTORS WHO ARE NOT SALARIED OFFICERS
OR EMPLOYEES OF THE COMPANY OR ITS
SUBSIDIARIES OR WHO ARE MEMBERS OF THE COMMITTEE SHALL NOT BE ELIGIBLE FOR
AWARDS UNDER THIS PLAN.

3.   ADMINISTRATION OF THE PLAN.

     3.1. THE PLAN SHALL BE ADMINISTERED EITHER BY EITHER THE FULL BOARD OF
DIRECTORS OR BY A COMMITTEE
(EITHER THE FULL BOARD OR THE COMMITTEE IS REFERRED TO HEREINAFTER AS THE
"COMMITTEE") COMPOSED OF AT LEAST TWO
NON-EMPLOYEE DIRECTORS, EACH OF WHOM SHALL BE A DISINTERESTED PERSON, AS
DEFINED BY RULE 16B-3(C)(2)(I) UNDER
THE EXCHANGE ACT, WHICH COMMITTEE SHALL BE APPOINTED BY AND SERVE AT THE
PLEASURE OF THE BOARD. WITHIN THE
LIMITS OF THE EXPRESS PROVISIONS OF THE PLAN, THE COMMITTEE SHALL HAVE THE
AUTHORITY TO DETERMINE, IN ITS ABSOLUTE
DISCRETION, (I) THE INDIVIDUALS TO WHOM, AND THE TIME OR TIMES AT WHICH AWARDS
SHALL BE GRANTED, (II) WHETHER AND
TO WHAT EXTENT INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS, STOCK
APPRECIATION RIGHTS AND RESTRICTED
STOCK OR ANY COMBINATION THEREOF ARE TO BE GRANTED HEREUNDER, (III) THE NUMBER
OF SHARES TO BE COVERED BY EACH
AWARD GRANTED HEREUNDER, (IV) SUBJECT TO SECTIONS 4.7 AND 6.3(G), THE TERMS
AND CONDITIONS OF ANY AWARD
GRANTED HEREUNDER INCLUDING, BUT NOT LIMITED TO, THE OPTION PRICE, ANY VESTING
CONDITION, RESTRICTION OR LIMITATION
(WHICH MAY BE RELATED TO THE PERFORMANCE OF THE PARTICIPANT, THE COMPANY OR
ANY SUBSIDIARY), AND ANY VESTING,
ACCELERATION, FORFEITURE OR WAIVER REGARDING ANY AWARD AND THE SHARES OF
COMMON STOCK RELATING THERETO, (V)
MODIFY, AMEND OR ADJUST THE TERMS AND CONDITIONS OF ANY AWARD, AT ANY TIME OR
FROM TIME TO TIME, INCLUDING BUT
NOT LIMITED TO, PERFORMANCE GOALS; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY
NOT ADJUST UPWARDS THE AMOUNT
PAYABLE WITH RESPECT TO QUALIFIED PERFORMANCE-BASED AWARDS OR WAIVE OR ALTER
THE PERFORMANCE GOALS
ASSOCIATED THEREWITH OR CAUSE SUCH RESTRICTED STOCK TO VEST EARLIER THAN
PERMITTED BY SECTION 6.3(G); (VI) TO WHAT
EXTENT AND UNDER WHAT CIRCUMSTANCES COMMON STOCK AND OTHER AMOUNTS PAYABLE
WITH RESPECT TO AN AWARD SHALL
BE DEFERRED; AND (VII) UNDER WHAT CIRCUMSTANCES AN AWARD MAY BE SETTLED IN
CASH OR COMMON STOCK UNDER
SECTIONS 6.3(B) AND 10.2.  IN MAKING SUCH DETERMINATIONS, THE COMMITTEE MAY
TAKE INTO ACCOUNT SUCH FACTORS AS
THE COMMITTEE, IN ITS ABSOLUTE DISCRETION, SHALL DEEM RELEVANT. SUBJECT TO THE
EXPRESS PROVISIONS OF THE PLAN, THE
COMMITTEE SHALL ALSO HAVE THE AUTHORITY TO INTERPRET THE PLAN, TO PRESCRIBE,
AMEND AND RESCIND RULES AND
REGULATIONS RELATING TO IT, TO DETERMINE THE TERMS AND PROVISIONS OF THE
RESPECTIVE OPTION INSTRUMENTS OR
AGREEMENTS (WHICH NEED NOT BE IDENTICAL) AND TO MAKE ALL OTHER DETERMINATIONS
AND TAKE ALL OTHER ACTIONS
NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN. THE COMMITTEE'S
DETERMINATIONS ON THE MATTERS
REFERRED TO IN THIS SECTION 3.1 SHALL BE CONCLUSIVE. ANY DETERMINATION BY A
MAJORITY OF THE MEMBERS OF THE
COMMITTEE SHALL BE DEEMED TO HAVE BEEN MADE BY THE WHOLE COMMITTEE.

     3.2.      EACH MEMBER OF THE COMMITTEE SHALL BE INDEMNIFIED AND HELD
HARMLESS BY THE COMPANY AGAINST
ANY COST OR EXPENSE (INCLUDING COUNSEL FEES) REASONABLY INCURRED BY HIM OR
HER, OR LIABILITY (INCLUDING ANY SUM
PAID IN SETTLEMENT OF A CLAIM WITH THE APPROVAL OF THE COMPANY) ARISING OUT OF
ANY ACT OR OMISSION TO ACT IN
CONNECTION WITH THE PLAN UNLESS ARISING OUT OF SUCH MEMBER'S OWN FRAUD OR BAD
FAITH, TO THE EXTENT PERMITTED BY
APPLICABLE LAW. SUCH INDEMNIFICATION SHALL BE IN ADDITION TO ANY RIGHTS OF
INDEMNIFICATION THE MEMBERS MAY HAVE
AS DIRECTORS OR OTHERWISE UNDER THE BY-LAWS OF THE COMPANY, ANY AGREEMENT OR
VOTE OF STOCKHOLDERS OR
DISINTERESTED DIRECTORS OR OTHERWISE.
4.   STOCK OPTIONS.

     STOCK OPTIONS MAY BE GRANTED ALONE OR IN ADDITION TO OTHER AWARDS.  STOCK
OPTIONS GRANTED HEREUNDER
MAY BE EITHER INCENTIVE STOCK OPTIONS OR NON-QUALIFIED STOCK OPTIONS.  ANY
STOCK OPTION GRANTED HEREUNDER
SHALL BE IN SUCH FORM AS THE COMMITTEE MAY FROM TIME TO TIME APPROVE.
STOCK OPTIONS GRANTED UNDER THE PLAN SHALL BE SUBJECT TO THE FOLLOWING TERMS
AND CONDITIONS AND SHALL CONTAIN
SUCH ADDITIONAL TERMS AND CONDITIONS AS THE COMMITTEE SHALL DEEM DESIRABLE:

     4.1. STOCK OPTION EXERCISE PRICE.     EXCEPT FOR INCENTIVE STOCK OPTIONS,
THE EXERCISE PRICE OF EACH
STOCK OPTION GRANTED UNDER THE PLAN SHALL BE DETERMINED BY THE COMMITTEE IN
ITS ABSOLUTE DISCRETION, BUT IN NO
EVENT SHALL SUCH PRICE BE LESS THAN THE PAR VALUE OF THE SHARES SUBJECT TO THE
STOCK OPTION. THE EXERCISE PRICE FOR
INCENTIVE STOCK OPTIONS SHALL NOT BE LESS THAN 100% OF THE FAIR MARKET VALUE
PER SHARE OF THE COMMON STOCK
AT THE TIME THE STOCK OPTION IS GRANTED, NOR LESS THAN 110% OF SUCH FAIR
MARKET VALUE IN THE CASE OF AN INCENTIVE
STOCK OPTION GRANTED TO AN INDIVIDUAL WHO, AT THE TIME THE OPTION IS GRANTED,
IS A 10% HOLDER. THE FAIR MARKET
VALUE OF THE SHARES SHALL BE DETERMINED IN GOOD FAITH BY THE COMMITTEE, WITH
THE APPROVAL OF THE BOARD, IN
ACCORDANCE WITH THE PLAN AND APPLICABLE LAW.

     4.2.      MAXIMUM STOCK OPTION GRANT.    WITH RESPECT TO STOCK OPTIONS
WHICH ARE INTENDED TO QUALIFY
AS INCENTIVE STOCK OPTIONS, THE AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF
THE TIME THE STOCK OPTION IS
GRANTED) OF THE COMMON STOCK WITH RESPECT TO WHICH INCENTIVE STOCK OPTIONS
GRANTED TO ANY PARTICIPANT
(WHETHER UNDER THIS PLAN OR UNDER ANY OTHER STOCK OPTION PLAN OF THE COMPANY
OR ITS SUBSIDIARIES) BECOME
EXERCISABLE FOR THE FIRST TIME IN ANY CALENDAR YEAR MAY NOT EXCEED $100,000.
THE NUMBER OF SHARES FOR WHICH
ANY PARTICIPANT, IN ANY CALENDAR YEAR, MAY BE GRANTED STOCK OPTIONS UNDER THE
PLAN NOT TREATED AS INCENTIVE
STOCK OPTIONS SHALL BE LIMITED TO NOT MORE THAN 100,000.  NOTWITHSTANDING THE
FORGOING, NOTHING CONTAINED IN THE
PLAN SHALL BE CONSTRUED TO PROHIBIT THE GRANT OF STOCK OPTIONS UNDER THE PLAN
TO AN ELIGIBLE PERSON BY REASON
OF HIS OR HER HOLDING STOCK OPTIONS TO PURCHASE SHARES OF COMMON STOCK OR ANY
OTHER SECURITIES OF THE COMPANY
GRANTED OTHERWISE THAN UNDER THE PLAN.

     4.3.      EXERCISE OF STOCK OPTIONS.

     4.3.1.    SUBJECT TO THE PROVISIONS IN THIS SECTION 4.3 AND IN SECTION 9,
STOCK OPTIONS MAY BE EXERCISED
IN WHOLE OR IN PART.  THE COMMITTEE, IN ITS ABSOLUTE DISCRETION, SHALL
DETERMINE THE TIME OR TIMES AT WHICH ANY
STOCK OPTION GRANTED UNDER THE PLAN MAY BE EXERCISED; PROVIDED, HOWEVER, THAT
EACH STOCK OPTION:

          (A)  SHALL BE EXERCISABLE BY A PARTICIPANT ONLY IF SUCH PARTICIPANT
WAS AN ELIGIBLE PERSON
(AND IN THE CASE OF AN INCENTIVE STOCK OPTION, WAS AN EMPLOYEE OR SALARIED
OFFICER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES) AT ALL TIMES BEGINNING FROM THE DATE OF THE GRANT OF THE
INCENTIVE STOCK OPTION TO A DATE NOT MORE
THAN THREE MONTHS (EXCEPT AS OTHERWISE PROVIDED IN SECTION 8) BEFORE EXERCISE
OF SUCH STOCK OPTION;

          (B)  MAY NOT BE EXERCISED PRIOR TO THE EXPIRATION OF AT LEAST ONE
YEAR FROM THE DATE OF GRANT
EXCEPT IN THE CASE OF THE DEATH OR DISABILITY OF THE PARTICIPANT OR OTHERWISE
WITH THE APPROVAL OF THE COMMITTEE
OR THE BOARD OF DIRECTORS OR, IF THE OPTION AGREEMENT EVIDENCING SUCH STOCK
OPTION SO PROVIDES, UPON A "CHANGE
OF CONTROL" AS DEFINED BELOW.

          (C)  SHALL EXPIRE NO LATER THAN THE EXPIRATION OF TEN YEARS (FIVE
YEARS IN THE CASE OF AN
INCENTIVE STOCK OPTION GRANTED TO A 10% HOLDER) FROM THE DATE OF ITS GRANT;
AND

          (D)  SHALL NOT BE EXERCISABLE BY A PARTICIPANT UNTIL SUCH
PARTICIPANT EXECUTES AND DELIVERS
A WRITTEN REPRESENTATION TO THE EFFECT THAT HE OR SHE IS ACQUIRING THE COMMON
STOCK FOR INVESTMENT AND NOT WITH
THE INTENT OF DISTRIBUTING THE SAME (UNLESS SUCH COMMON STOCK SHALL BE
APPROPRIATELY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR EXEMPT FROM REGISTRATION THEREUNDER).

     A "CHANGE OF CONTROL" AS USED IN THIS SECTION 4.3 SHALL MEAN ANY OF THE
FOLLOWING:

          (I)  ANY CONSOLIDATION, MERGER OR SALE OF THE COMPANY IN WHICH THE
COMPANY IS NOT THE
CONTINUING OR SURVIVING CORPORATION OR PURSUANT TO WHICH SHARES OF THE
COMPANY'S STOCK WOULD BE CONVERTED INTO
CASH, SECURITIES OR OTHER PROPERTY; OR

          (II) THE STOCKHOLDERS OF THE COMPANY APPROVE AN AGREEMENT FOR THE
SALE, LEASE, EXCHANGE
OR OTHER TRANSFER (IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS) OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE COMPANY; OR

          (III)     ANY APPROVAL BY THE STOCKHOLDERS OF THE COMPANY OF ANY
PLAN OR PROPOSAL FOR  THE
LIQUIDATION OR DISSOLUTION OF THE COMPANY; OR

          (IV) THE ACQUISITION OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF
RULE  13D-3 UNDER THE
EXCHANGE ACT OF AN AGGREGATE OF 25% OR MORE OF THE VOTING POWER OF THE
COMPANY'S OUTSTANDING VOTING
SECURITIES BY ANY SINGLE PERSON OR GROUP (AS SUCH TERM IS USED IN RULE 13D-5
UNDER THE EXCHANGE ACT), UNLESS SUCH
ACQUISITION WAS APPROVED BY THE BOARD OF DIRECTORS PRIOR TO THE CONSUMMATION
THEREOF); OR

          (V)  THE APPOINTMENT OF A TRUSTEE IN A CHAPTER 11 BANKRUPTCY
PROCEEDING INVOLVING THE
COMPANY OR THE CONVERSION OF SUCH A PROCEEDING INTO A CASE UNDER CHAPTER 7.

AS A CONDITION OF THE GRANT OF A STOCK OPTION, THE COMMITTEE, IN ITS ABSOLUTE
DISCRETION, MAY REQUIRE AN ELIGIBLE
PERSON TO ENTER INTO AN EMPLOYMENT AGREEMENT WITH THE COMPANY OR ANY
SUBSIDIARY OR AFFILIATE OF THE COMPANY
COVERING A PERIOD OF AT LEAST ONE YEAR FOLLOWING THE GRANT, AND IF THE GRANT
SPECIFICALLY REQUIRES, COMPLIANCE WITH
ALL TERMS AND CONDITIONS OF ANY SUCH EMPLOYMENT AGREEMENT SHALL BE A CONDITION
TO THE EXERCISE BY THE
PARTICIPANT OF HIS OR HER STOCK OPTION (PROVIDED, HOWEVER, THAT SUCH
COMPLIANCE MAY BE WAIVED BY THE
COMMITTEE IN ITS ABSOLUTE DISCRETION).

     4.3.2.    STOCK OPTIONS GRANTED UNDER THE PLAN SHALL BE EXERCISED BY THE
DELIVERY BY THE HOLDER THEREOF
TO THE COMPANY AT ITS PRINCIPAL OFFICES (TO THE ATTENTION OF THE SECRETARY) OF
WRITTEN NOTICE OF THE NUMBER OF
SHARES WITH RESPECT TO WHICH THE STOCK OPTION IS BEING EXERCISED, ACCOMPANIED
BY PAYMENT IN FULL OF THE STOCK
OPTION EXERCISE PRICE OF SUCH SHARES. THE EXERCISE PRICE SHALL BE PAYABLE IN
CASH BY A CERTIFIED OR BANK CHECK
OR SUCH OTHER INSTRUMENT AS THE COMPANY MAY ACCEPT; PROVIDED, HOWEVER, THAT IN
LIEU OF PAYMENT IN CASH, A
PARTICIPANT MAY, WITH THE APPROVAL OF THE COMPANY'S BOARD AND ON THE
RECOMMENDATION OF THE COMMITTEE, PAY
FOR ALL OR PART OF THE SHARES TO BE PURCHASED UPON EXERCISE OF HIS OR HER
STOCK OPTION BY:

          (A)  TENDERING TO THE COMPANY SHARES OF THE COMPANY'S COMMON STOCK
OWNED BY SUCH
PARTICIPANT AND HAVING A FAIR MARKET VALUE (AS DETERMINED PURSUANT TO SECTION
4.1) EQUAL TO THE EXERCISE PRICE
(OR THE BALANCE THEREOF) APPLICABLE TO SUCH PARTICIPANT'S STOCK OPTION; OR

          (B)  MAKE AVAILABLE ANY EXERCISE AND SELL (OR CASHLESS EXERCISE)
PROGRAM WHICH THE COMPANY
HAS ESTABLISHED WITH A BROKER-DEALER.


     4.3.3.    THE HOLDER OF AN OPTION SHALL HAVE NONE OF THE RIGHTS OF A
STOCKHOLDER WITH RESPECT TO THE SHARES
          COVERED BY HIS OR HER OPTION UNTIL SUCH SHARES SHALL BE ISSUED TO
HIM OR HER UPON THE EXERCISE
          OF HIS OR HER OPTION.

     4.4.      TERMINATION OF SERVICE.  IN THE EVENT THAT THE SERVICE OF AN
INDIVIDUAL TO WHOM A STOCK OPTION
HAS BEEN GRANTED UNDER THE PLAN SHALL TERMINATE (OTHERWISE THAN BY REASON OF
HIS OR HER DEATH OR TOTAL DISABILITY,
OR FOR CAUSE), SUCH OPTION MAY BE EXERCISED (IF AND TO THE EXTENT THAT SUCH
INDIVIDUAL WAS ENTITLED TO DO SO AT THE
DATE OF TERMINATION OF HIS OR HER SERVICE) AT ANY TIME WITHIN THREE MONTHS
AFTER SUCH TERMINATION AND IN NO EVENT
AFTER THE EXPIRATION OF THE TERM OF THE OPTION. NO OPTION GRANTED UNDER THE
PLAN MAY BE EXERCISED BY A
PARTICIPANT FOLLOWING TERMINATION OF SUCH PARTICIPANT'S EMPLOYMENT FOR CAUSE.
"TERMINATION FOR CAUSE" SHALL
MEAN DISMISSAL FOR DISHONESTY, CONVICTION OR CONFESSION OF A CRIME PUNISHABLE
BY LAW (EXCEPT MINOR VIOLATIONS),
FRAUD, MISCONDUCT OR DISCLOSURE OF CONFIDENTIAL INFORMATION. IF THE SERVICE OF
AN INDIVIDUAL TO WHOM A STOCK
OPTION HAS BEEN GRANTED UNDER THE PLAN SHALL BE SUSPENDED PENDING AN
INVESTIGATION OF WHETHER OR NOT THE
INDIVIDUAL SHALL BE TERMINATED FOR CAUSE, ALL OF THE INDIVIDUALS RIGHTS UNDER
ANY OPTION GRANTED HEREUNDER
LIKEWISE SHALL BE SUSPENDED DURING THE PERIOD OF INVESTIGATION.

     4.5.      DEATH OR TOTAL DISABILITY OF A STOCK OPTION HOLDER.  IN THE
EVENT OF THE DEATH OR TOTAL DISABILITY
OF AN INDIVIDUAL TO WHOM A STOCK OPTION HAS BEEN GRANTED UNDER THE PLAN (I)
WHILE SERVING AS AN ELIGIBLE PERSON;
OR (II) WITHIN THREE MONTHS AFTER THE TERMINATION OF SUCH SERVICE, OTHERWISE
THAN FOR CAUSE, SUCH OPTION MAY BE
EXERCISED (IF AND TO THE EXTENT THAT THE DECEASED INDIVIDUAL WAS ENTITLED TO
DO SO AT THE DATE OF HIS OR HER DEATH
OR TOTAL DISABILITY) BY A LEGATEE OR LEGATEES OF SUCH PARTICIPANT UNDER SUCH
INDIVIDUAL'S LAST WILL AND TESTAMENT OR
BY HIS OR HER PERSONAL REPRESENTATIVES OR DISTRIBUTEES, AT ANY TIME WITHIN
TWELVE MONTHS AFTER HIS OR HER DEATH
OR TOTAL DISABILITY, BUT IN NO EVENT AFTER THE EXPIRATION OF THE TERM OF THE
OPTION.

     AS USED IN THIS PLAN, THE TERM "TOTAL DISABILITY" REFERS TO A MENTAL OR
PHYSICAL IMPAIRMENT OF THE
INDIVIDUAL WHICH HAS LASTED OR IS EXPECTED TO LAST FOR A CONTINUOUS PERIOD OF
TWELVE MONTHS OR MORE AND WHICH
CAUSES THE INDIVIDUAL TO BE UNABLE, IN THE OPINION OF THE COMPANY AND TWO (IF
MORE THAN ONE IS REQUIRED BY THE
COMPANY IN ITS SOLE DISCRETION) INDEPENDENT PHYSICIANS, TO PERFORM HIS OR HER
DUTIES FOR THE COMPANY AND TO BE
ENGAGED IN ANY SUBSTANTIAL GAINFUL ACTIVITY. TOTAL DISABILITY SHALL BE DEEMED
TO HAVE OCCURRED ON THE FIRST DAY
AFTER THE COMPANY AND THE TWO (IF MORE THAN ONE IS REQUIRED BY THE COMPANY IN
ITS SOLE DISCRETION) INDEPENDENT
PHYSICIANS HAVE FURNISHED THEIR OPINION OF TOTAL DISABILITY TO THE COMMITTEE.

     4.6. NON-TRANSFERABILITY OF STOCK OPTIONS. A STOCK OPTION SHALL NOT BE
TRANSFERABLE OTHERWISE THAN
BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION AND IS EXERCISABLE DURING THE
LIFETIME OF THE EMPLOYEE ONLY BY HIM
OR HIS GUARDIAN OR LEGAL REPRESENTATIVE. NOTWITHSTANDING THE FOREGOING, THE
COMMITTEE SHALL HAVE DISCRETIONARY
AUTHORITY TO GRANT STOCK OPTIONS WHICH WILL BE TRANSFERABLE TO MEMBERS OF A
PARTICIPANT'S IMMEDIATE FAMILY,
INCLUDING TRUSTS FOR THE BENEFIT OF SUCH FAMILY MEMBERS AND PARTNERSHIPS IN
WHICH SUCH FAMILY MEMBERS ARE THE
ONLY PARTNERS. A TRANSFERRED OPTION WOULD BE SUBJECT TO ALL OF THE SAME TERMS
AND CONDITIONS AS IF SUCH OPTION HAD
NOT BEEN TRANSFERRED. UPON ANY ATTEMPT TO TRANSFER A STOCK OPTION GRANTED
UNDER THIS PLAN OTHERWISE THAN AS
PERMITTED HEREUNDER, OR UPON THE LEVY OF ATTACHMENT OR SIMILAR PROCESS UPON
SUCH OPTION, SUCH OPTION SHALL
AUTOMATICALLY BECOME NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT.

     4.7. EVIDENCE OF STOCK OPTION GRANT.  EACH OPTION GRANTED PURSUANT TO THE
PLAN SHALL BE EVIDENCED
BY AN AGREEMENT (THE "OPTION AGREEMENT") WHICH SHALL CLEARLY IDENTIFY THE
STATUS OF THE STOCK OPTIONS GRANTED
THEREUNDER (I.E, WHETHER AN INCENTIVE STOCK OPTION OR NON-QUALIFIED STOCK
OPTION).  THE OPTION AGREEMENT
SHALL COMPLY IN ALL RESPECTS WITH THE TERMS AND CONDITIONS OF THE PLAN AND MAY
CONTAIN SUCH ADDITIONAL PROVISIONS,
INCLUDING, WITHOUT LIMITATION, RESTRICTIONS UPON THE EXERCISE OF THE OPTION,
AS THE COMMITTEE SHALL DEEM ADVISABLE.


     4.8. DEFERRAL OF STOCK OPTION SHARES. THE COMMITTEE MAY FROM TIME TO TIME
ESTABLISH PROCEDURES
PURSUANT TO WHICH A PARTICIPANT MAY ELECT TO DEFER, UNTIL A TIME OR TIMES
LATER THAN THE EXERCISE OF A STOCK OPTION,
RECEIPT OF ALL OR A PORTION OF THE SHARES OF COMMON STOCK SUBJECT TO SUCH
STOCK OPTION AND/OR TO RECEIVE CASH AT
SUCH LATER TIME OR TIMES IN LIEU OF SUCH DEFERRED SHARES, ALL ON SUCH TERMS
AND CONDITIONS AS THE COMMITTEE SHALL
DETERMINE. IF ANY SUCH DEFERRALS ARE PERMITTED, THEN NOTWITHSTANDING SECTIONS
4.3.1 AND  4.3.2. ABOVE, A
PARTICIPANT WHO ELECTS SUCH DEFERRAL SHALL NOT HAVE ANY RIGHTS AS A
STOCKHOLDER WITH RESPECT TO SUCH DEFERRED
SHARES UNLESS AND UNTIL SHARES ARE ACTUALLY DELIVERED TO THE PARTICIPANT WITH
RESPECT THERETO, EXCEPT TO THE EXTENT
OTHERWISE DETERMINED BY THE COMMITTEE.

5.   STOCK APPRECIATION RIGHTS

     5.1. GRANT AND EXERCISE. STOCK APPRECIATION RIGHTS MAY BE GRANTED IN
CONJUNCTION WITH ALL OR PART
OF ANY STOCK OPTION GRANTED UNDER THE PLAN. IN THE CASE OF A NON-QUALIFIED
STOCK OPTION, SUCH RIGHTS MAY BE
GRANTED EITHER AT OR AFTER THE TIME OF GRANT OF SUCH STOCK OPTION. IN THE CASE
OF AN INCENTIVE STOCK OPTION, SUCH
RIGHTS MAY BE GRANTED ONLY AT THE TIME OF GRANT OF SUCH STOCK OPTION. A STOCK
APPRECIATION RIGHT SHALL TERMINATE
AND NO LONGER BE EXERCISABLE UPON THE TERMINATION OR EXERCISE OF THE RELATED
STOCK OPTION.
     A STOCK APPRECIATION RIGHT MAY BE EXERCISED BY A PARTICIPANT IN
ACCORDANCE WITH SECTION 5.2 BY
SURRENDERING THE APPLICABLE PORTION OF THE RELATED STOCK OPTION IN ACCORDANCE
WITH PROCEDURES ESTABLISHED BY
THE COMMITTEE. UPON SUCH EXERCISE AND SURRENDER, THE PARTICIPANT SHALL BE
ENTITLED TO RECEIVE AN AMOUNT
DETERMINED IN THE MANNER PRESCRIBED IN SECTION 5.2. STOCK OPTIONS WHICH HAVE
BEEN SO SURRENDERED SHALL NO
LONGER BE EXERCISABLE TO THE EXTENT THE RELATED STOCK APPRECIATION RIGHTS HAVE
BEEN EXERCISED.
     5.2  TERMS AND CONDITIONS. STOCK APPRECIATION RIGHTS SHALL BE SUBJECT TO
SUCH TERMS AND
CONDITIONS AS SHALL BE DETERMINED BY THE COMMITTEE, INCLUDING THE FOLLOWING:

          (A) STOCK APPRECIATION RIGHTS SHALL BE EXERCISABLE ONLY AT SUCH TIME
OR TIMES AND TO THE EXTENT
THAT THE STOCK OPTIONS TO WHICH THEY RELATE ARE EXERCISABLE IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 4 AND
THIS SECTION 5.

          (B) UPON THE EXERCISE OF A STOCK APPRECIATION RIGHT, A PARTICIPANT
SHALL BE ENTITLED TO RECEIVE
AN AMOUNT IN CASH, SHARES OF COMMON STOCK OR BOTH, IN VALUE EQUAL TO THE
EXCESS OF THE FAIR MARKET VALUE OF
ONE SHARE OF COMMON STOCK OVER THE OPTION PRICE PER SHARE SPECIFIED IN THE
RELATED STOCK OPTION MULTIPLIED BY
THE NUMBER OF SHARES IN RESPECT OF WHICH THE STOCK APPRECIATION RIGHT SHALL
HAVE BEEN EXERCISED, WITH THE
COMMITTEE HAVING THE RIGHT TO DETERMINE THE FORM OF PAYMENT.

          (C) STOCK APPRECIATION RIGHTS SHALL BE TRANSFERABLE ONLY TO
PERMITTED TRANSFEREES OF THE
UNDERLYING STOCK OPTION IN ACCORDANCE WITH SECTION 4.6.
          (D) UPON THE EXERCISE OF A STOCK APPRECIATION RIGHT, THE STOCK
OPTION OR PART
THEREOF TO WHICH SUCH STOCK APPRECIATION RIGHT IS RELATED SHALL BE DEEMED TO
HAVE BEEN EXERCISED FOR THE PURPOSE
OF THE LIMITATION SET FORTH IN SECTION 1 ON THE NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED UNDER THE PLAN,
BUT ONLY TO THE EXTENT OF THE NUMBER OF SHARES COVERED BY THE STOCK
APPRECIATION RIGHT AT THE TIME OF EXERCISE
BASED ON THE VALUE OF THE STOCK APPRECIATION RIGHT AT SUCH TIME.

5.    RESTRICTED STOCK

     6.1. ADMINISTRATION. SHARES OF RESTRICTED STOCK MAY BE AWARDED EITHER
ALONE OR IN ADDITION TO OTHER
AWARDS GRANTED UNDER THE PLAN. THE COMMITTEE SHALL DETERMINE THE ELIGIBLE
PERSONS TO WHOM AND THE TIME OR
TIMES AT WHICH GRANTS OF RESTRICTED STOCK WILL BE AWARDED, THE NUMBER OF
SHARES TO BE AWARDED TO ANY ELIGIBLE
PERSON, THE CONDITIONS FOR VESTING, THE TIME OR TIMES WITHIN WHICH SUCH AWARDS
MAY BE SUBJECT TO FORFEITURE AND
ANY OTHER TERMS AND CONDITIONS OF THE AWARDS, IN ADDITION TO THOSE CONTAINED
IN SECTION 6.3.
     6.2. AWARDS AND CERTIFICATES. SHARES OF RESTRICTED STOCK SHALL BE
EVIDENCED IN SUCH
MANNER AS THE COMMITTEE MAY DEEM APPROPRIATE, INCLUDING BOOK-ENTRY
REGISTRATION OR ISSUANCE OF ONE OR MORE
STOCK CERTIFICATES. ANY CERTIFICATE ISSUED IN RESPECT OF SHARES OF RESTRICTED
STOCK SHALL BE REGISTERED IN THE NAME
OF SUCH ELIGIBLE PERSON AND SHALL BEAR AN APPROPRIATE LEGEND REFERRING TO THE
TERMS, CONDITIONS, AND RESTRICTIONS
APPLICABLE TO SUCH AWARD, SUBSTANTIALLY IN THE FOLLOWING FORM:

          "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT
          TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ORBIT
INTERNATIONAL CORP. 2002 STOCK
          INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT. COPIES OF SUCH PLAN
AND AGREEMENT ARE ON
          FILE AT THE OFFICES OF ORBIT INTERNATIONAL CORP., 80 CABOT COURT,
HAUPPAUGE, NEW YORK 11788."

THE COMMITTEE MAY REQUIRE THAT THE CERTIFICATES EVIDENCING SUCH SHARES BE HELD
IN CUSTODY BY THE COMPANY UNTIL
THE RESTRICTIONS THEREON SHALL HAVE LAPSED AND THAT, AS A CONDITION OF ANY
AWARD OF RESTRICTED STOCK, THE
PARTICIPANT SHALL HAVE DELIVERED A STOCK POWER, ENDORSED IN BLANK, RELATING TO
THE COMMON STOCK COVERED BY SUCH
AWARD.
     6.3. TERMS AND CONDITIONS. SHARES OF RESTRICTED STOCK SHALL BE SUBJECT TO
THE FOLLOWING
TERMS AND CONDITIONS:

          (A) THE COMMITTEE MAY, PRIOR TO OR AT THE TIME OF GRANT, DESIGNATE
AN AWARD OF RESTRICTED
STOCK AS A QUALIFIED PERFORMANCE-BASED AWARD, IN WHICH EVENT IT SHALL
CONDITION THE GRANT OR VESTING, AS
APPLICABLE, OF SUCH RESTRICTED STOCK UPON THE ATTAINMENT OF PERFORMANCE GOALS.
IF THE COMMITTEE DOES NOT
DESIGNATE AN AWARD OF RESTRICTED STOCK AS A QUALIFIED PERFORMANCE-BASED AWARD,
IT MAY ALSO CONDITION THE
GRANT OR VESTING THEREOF UPON THE ATTAINMENT OF PERFORMANCE GOALS. REGARDLESS
OF WHETHER AN AWARD OF
RESTRICTED STOCK IS A QUALIFIED PERFORMANCE-BASED AWARD, THE COMMITTEE MAY
ALSO CONDITION THE GRANT OR
VESTING THEREOF UPON THE CONTINUED SERVICE OF THE PARTICIPANT. THE CONDITIONS
FOR GRANT OR VESTING AND THE OTHER
PROVISIONS OF RESTRICTED STOCK AWARDS (INCLUDING WITHOUT LIMITATION ANY
APPLICABLE PERFORMANCE GOALS) NEED
NOT BE THE SAME WITH RESPECT TO EACH RECIPIENT. THE COMMITTEE MAY AT ANY TIME,
IN ITS SOLE DISCRETION, ACCELERATE
OR WAIVE, IN WHOLE OR IN PART, ANY OF THE FOREGOING RESTRICTIONS; PROVIDED,
HOWEVER, THAT IN THE CASE OF RESTRICTED
STOCK THAT IS A QUALIFIED PERFORMANCE-BASED AWARD, THE APPLICABLE PERFORMANCE
GOALS HAVE BEEN SATISFIED.
          (B) SUBJECT TO THE PROVISIONS OF THE PLAN AND THE RESTRICTED STOCK
AGREEMENT REFERRED
TO IN SECTION 6.3(F), DURING THE PERIOD, IF ANY, SET BY THE COMMITTEE,
COMMENCING WITH THE DATE OF SUCH AWARD
FOR WHICH SUCH PARTICIPANT'S CONTINUED SERVICE IS REQUIRED (THE "RESTRICTION
PERIOD"), AND UNTIL THE LATER OF (I)
THE EXPIRATION OF THE RESTRICTION PERIOD AND (II) THE DATE THE APPLICABLE
PERFORMANCE GOALS (IF ANY) ARE SATISFIED,
THE PARTICIPANT SHALL NOT BE PERMITTED TO SELL, ASSIGN, TRANSFER, PLEDGE OR
OTHERWISE ENCUMBER SHARES OF RESTRICTED
STOCK; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT PREVENT A PARTICIPANT
FROM PLEDGING RESTRICTED STOCK AS
SECURITY FOR A LOAN, THE SOLE PURPOSE OF WHICH IS TO PROVIDE FUNDS TO PAY THE
OPTION PRICE FOR STOCK OPTIONS.
          (C) EXCEPT AS PROVIDED IN THIS SECTION 6.3(C) AND SECTIONS 6.3(A)
AND 6.3(B) AND THE
RESTRICTED STOCK AGREEMENT, THE PARTICIPANT SHALL HAVE, WITH RESPECT TO THE
SHARES OF RESTRICTED STOCK, ALL OF THE
RIGHTS OF A STOCKHOLDER OF THE COMPANY HOLDING THE CLASS OR SERIES OF COMMON
STOCK THAT IS THE SUBJECT OF THE
RESTRICTED STOCK, INCLUDING, IF APPLICABLE, THE RIGHT TO VOTE THE SHARES AND
THE RIGHT TO RECEIVE ANY DIVIDENDS. IF
SO DETERMINED BY THE COMMITTEE IN THE APPLICABLE RESTRICTED STOCK AGREEMENT,
(I) CASH DIVIDENDS ON THE CLASS
OR SERIES OF COMMON STOCK THAT IS THE SUBJECT OF THE RESTRICTED STOCK AWARD
SHALL BE AUTOMATICALLY DEFERRED AND
REINVESTED IN ADDITIONAL RESTRICTED STOCK, HELD SUBJECT TO THE VESTING OF THE
UNDERLYING RESTRICTED STOCK, OR HELD
SUBJECT TO MEETING PERFORMANCE GOALS APPLICABLE ONLY TO DIVIDENDS; AND (II)
DIVIDENDS PAYABLE IN COMMON STOCK
SHALL BE PAID IN THE FORM OF RESTRICTED STOCK OF THE SAME CLASS AS THE COMMON
STOCK WITH WHICH SUCH DIVIDEND
WAS PAID, HELD SUBJECT TO THE VESTING OF THE UNDERLYING RESTRICTED STOCK, OR
HELD SUBJECT TO MEETING PERFORMANCE
GOALS APPLICABLE ONLY TO DIVIDENDS.
          (D) EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE APPLICABLE
RESTRICTED STOCK
AGREEMENT OR SECTIONS 6.3(A), 6.3(B), 6.3(E) OR 8.1(D), UPON A PARTICIPANT'S
TERMINATION OF EMPLOYMENT FOR ANY
REASON DURING THE RESTRICTION PERIOD OR BEFORE THE APPLICABLE PERFORMANCE
GOALS ARE SATISFIED, ALL SHARES STILL
SUBJECT TO RESTRICTION SHALL BE FORFEITED BY THE PARTICIPANT.
          (E) EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN SECTION 8.1(D), IN
THE EVENT THAT A
PARTICIPANT RETIRES OR SUCH PARTICIPANT'S EMPLOYMENT IS INVOLUNTARILY
TERMINATED, THE COMMITTEE SHALL HAVE THE
DISCRETION TO WAIVE, IN WHOLE OR IN PART, ANY OR ALL REMAINING RESTRICTIONS
(OTHER THAN, IN THE CASE OF RESTRICTED
STOCK WITH RESPECT TO WHICH A PARTICIPANT IS A COVERED EMPLOYEE, SATISFACTION
OF THE APPLICABLE PERFORMANCE
GOALS UNLESS THE PARTICIPANT'S EMPLOYMENT IS TERMINATED BY REASON OF DEATH OR
DISABILITY) WITH RESPECT TO ANY
OR ALL OF SUCH PARTICIPANT'S SHARES OF RESTRICTED STOCK.

          (F) IF AND WHEN ANY APPLICABLE PERFORMANCE GOALS ARE SATISFIED AND
THE RESTRICTION PERIOD
EXPIRES WITHOUT A PRIOR FORFEITURE OF THE RESTRICTED STOCK, UNLEGENDED
CERTIFICATES FOR SUCH SHARES SHALL BE
DELIVERED TO THE PARTICIPANT UPON SURRENDER OF THE LEGENDED CERTIFICATES.
          (G) EACH AWARD SHALL BE CONFIRMED BY, AND BE SUBJECT TO, THE TERMS
OF A RESTRICTED
STOCK AGREEMENT.
          (H) NOTWITHSTANDING THE FOREGOING, BUT SUBJECT TO THE PROVISIONS OF
SECTION 8 HEREOF,
NO AWARD IN THE FORM OF RESTRICTED STOCK, THE VESTING OF WHICH IS CONDITIONED
ONLY UPON THE CONTINUED SERVICE
OF THE PARTICIPANT, SHALL VEST EARLIER THAN THE FIRST, SECOND AND THIRD
ANNIVERSARIES OF THE DATE OF GRANT THEREOF,
ON EACH OF WHICH DATES A MAXIMUM OF ONE-THIRD OF THE SHARES OF COMMON STOCK
SUBJECT TO THE AWARD MAY VEST,
AND NO AWARD IN THE FORM OF RESTRICTED STOCK, THE VESTING OF WHICH IS
CONDITIONED UPON THE ATTAINMENT OF A
SPECIFIED PERFORMANCE GOAL OR GOALS, SHALL VEST EARLIER THAN THE FIRST
ANNIVERSARY OF THE DATE OF GRANT THEREOF.

5.   ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

     IN THE EVENT OF CHANGES IN THE OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY BY REASON OF STOCK
DIVIDENDS, STOCK SPLITS, REVERSE STOCK SPLITS, RECAPITALIZATIONS, MERGERS,
CONSOLIDATIONS, COMBINATIONS OR EXCHANGES
OF SHARES, SEPARATIONS, REORGANIZATIONS OR LIQUIDATIONS, THE NUMBER AND CLASS
OF SHARES AVAILABLE UNDER THE PLAN,
THE NUMBER AND CLASS OF SHARES OR THE AMOUNT OF CASH OR OTHER ASSETS OR
SECURITIES AVAILABLE UPON THE EXERCISE
OF ANY AWARD GRANTED HEREUNDER AND THE NUMBER OF SHARES TO BE ISSUED PURSUANT
TO AN AWARD SHALL BE
CORRESPONDINGLY ADJUSTED, TO THE END THAT THE PARTICIPANT'S PROPORTIONATE
INTEREST IN THE COMPANY, ANY SUCCESSOR
THERETO OR IN THE CASH, ASSETS OR OTHER SECURITIES INTO WHICH SHARES ARE
CONVERTED OR EXCHANGED SHALL BE
MAINTAINED TO THE SAME EXTENT, AS NEAR AS MAY BE PRACTICABLE, AS IMMEDIATELY
BEFORE THE OCCURRENCE OF ANY SUCH
EVENT. ALL REFERENCES IN THIS PLAN TO "COMMON STOCK" FROM AND AFTER THE
OCCURRENCE OF SUCH EVENT SHALL BE
DEEMED FOR ALL PURPOSES OF THIS PLAN TO REFER TO SUCH OTHER CLASS OF SHARES OR
SECURITIES ISSUABLE UPON THE EXERCISE
OR PAYMENT OF AWARDS GRANTED PURSUANT HERETO.

5.   MATERIAL TRANSACTION, LIQUIDATION OR DISSOLUTION OF THE COMPANY.

     8.1. IN THE EVENT OF A REORGANIZATION, MERGER OR CONSOLIDATION IN WHICH
THE COMPANY IS NOT THE
SURVIVING CORPORATION, OR A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE COMPANY TO ANOTHER PERSON OR ENTITY
(EACH A "MATERIAL TRANSACTION"), UNLESS OTHERWISE PROVIDED IN THE OPTION
AGREEMENT, THE COMMITTEE SHALL:

          (A)  PROVIDE FOR THE ASSUMPTION OF OUTSTANDING AWARDS, OR THE
SUBSTITUTION OF OUTSTANDING
AWARDS FOR NEW AWARDS, FOR EQUITY SECURITIES OF THE SURVIVING, SUCCESSOR OR
PURCHASING CORPORATION, OR A PARENT
OR SUBSIDIARY THEREOF, WITH APPROPRIATE ADJUSTMENTS AS TO THE NUMBER, KIND AND
PRICES OF SHARES SUBJECT TO SUCH
AWARDS, AS DETERMINED IN GOOD FAITH BY THE BOARD IN ITS SOLE DISCRETION, OR

          (B)  PROVIDE THAT THE VESTING OF EACH OUTSTANDING STOCK OPTION AND
STOCK APPRECIATION RIGHT
SHALL AUTOMATICALLY BE ACCELERATED SO THAT 100% OF THE UNVESTED SHARES COVERED
BY SUCH AWARD SHALL BE FULLY
VESTED UPON THE CONSUMMATION OF THE MATERIAL TRANSACTION, AND

               (I)  PROVIDE NOTICE TO PARTICIPANTS THAT ALL OUTSTANDING STOCK
OPTIONS MUST BE
                    EXERCISED ON OR BEFORE A SPECIFIED DATE (WHICH DATE SHALL
BE AT LEAST FIVE DAYS
                    FROM THE DATE OF NOTICE), AFTER WHICH THE STOCK OPTIONS
AND STOCK
                    APPRECIATION RIGHTS SHALL TERMINATE; OR

               (II)      TERMINATE EACH OUTSTANDING STOCK OPTION AND STOCK
APPRECIATION RIGHT IN ITS
                    ENTIRETY AND EXCHANGE SUCH AWARD FOR A PAYMENT OF CASH,
SECURITIES AND/OR
                    PROPERTY EQUAL TO THE FAIR MARKET VALUE OF THE COMMON
STOCK INTO WHICH
                    SUCH AWARD CONVERTIBLE, LESS THE EXERCISE PRICE FOR SUCH
AWARD.

          (C)  PROVIDE THAT THE RESTRICTIONS AND DEFERRAL LIMITATIONS
APPLICABLE TO ANY RESTRICTED STOCK
SHALL LAPSE, AND SUCH RESTRICTED STOCK SHALL BECOME FREE OF ALL RESTRICTIONS
AND BECOME FULLY VESTED AND
TRANSFERABLE, AND
          (D)  THE COMMITTEE MAY ALSO MAKE ADDITIONAL ADJUSTMENTS AND/OR
SETTLEMENTS OF
OUTSTANDING AWARDS AS IT DEEMS APPROPRIATE AND CONSISTENT WITH THE PLAN'S
PURPOSES.

     8.2.      IN THE EVENT OF THE DISSOLUTION OR LIQUIDATION THE COMPANY,
WHETHER VOLUNTARY OR OTHERWISE, THAT
IS NOT A MATERIAL TRANSACTION, ALL OUTSTANDING UNEXERCISED STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS MUST
BE EXERCISED, IF AT ALL, WITHIN THE NINETY DAY PERIOD COMMENCING ON THE DATE
SPECIFIED IN SECTION 8.3 BELOW. ALL
SUCH AWARDS WHICH BECOME EXERCISABLE DURING THE NINETY DAY PERIOD COMMENCING
ON THE DATE SPECIFIED IN SECTION
8.3 BELOW, SHALL TERMINATE AT THE END OF SUCH NINETY DAY PERIOD TO THE EXTENT
NOT EXERCISED PRIOR THERETO.

     8.3. THE DATE SPECIFIED IN THIS SECTION 8.3 IS THE DATE OF THE EARLIEST
TO OCCUR OF THE FOLLOWING EVENTS:

          (I)  THE ENTRY, IN A COURT HAVING JURISDICTION, OF AN ORDER THAT THE
COMPANY BE LIQUIDATED
OR DISSOLVED;

          (II)      ADOPTION BY THE STOCKHOLDERS OF THE COMPANY OF A
RESOLUTION RESOLVING THAT THE
COMPANY BE LIQUIDATED OR DISSOLVED VOLUNTARILY; OR

          (III)     ADOPTION BY THE STOCKHOLDERS OF THE COMPANY OF A
RESOLUTION TO THE EFFECT THAT THE
COMPANY CANNOT, BY REASON OF ITS LIABILITIES, CONTINUE ITS BUSINESS AND THAT
IT IS ADVISABLE TO LIQUIDATE OR DISSOLVE
THE COMPANY.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT MAY
ANY OPTION GRANTED HEREUNDER
BE EXERCISED AFTER THE EXPIRATION OF THE TERM OF SUCH OPTION.

5.   FURTHER CONDITIONS.

     EACH AWARD GRANTED UNDER THE PLAN SHALL BE SUBJECT TO THE REQUIREMENT
THAT IF AT ANY TIME THE
COMMITTEE SHALL DETERMINE, IN ITS ABSOLUTE DISCRETION, THAT IT IS NECESSARY OR
DESIRABLE AS A CONDITION OF, OR IN
CONNECTION WITH THE GRANT AND/OR ISSUANCE OF AWARD OR THE EXERCISE THEREOF, TO
EFFECT OR OBTAIN, AS THE CASE MAY
BE:

           (I)      THE LISTING, REGISTRATION OR QUALIFICATION OF THE SHARES
SUBJECT TO SUCH AWARD UPON ANY
SECURITIES EXCHANGE OR UNDER ANY STATE OR FEDERAL LAW;

          (II)      THE CONSENT OR APPROVAL OF ANY GOVERNMENTAL BODY;

          (III)     ANY INVESTMENT REPRESENTATION OR AGREEMENT BY THE
INDIVIDUAL DESIRING TO BE ISSUED OR
TO EXERCISE AN AWARD GRANTED UNDER THE PLAN; OR

          (IV)      AN OPINION OF COUNSEL FOR THE COMPANY,

THEN, NO AWARD MAY BE ISSUED OR EXERCISED, AS THE CASE MAY BE, IN WHOLE OR IN
PART UNLESS SUCH LISTING,
REGISTRATION, QUALIFICATION, CONSENT, APPROVAL, INVESTMENT OR REPRESENTATION
AGREEMENT OR OPINION SHALL HAVE BEEN
EFFECTED OR OBTAINED, AS THE CASE MAY BE, FREE OF ANY CONDITION NOT ACCEPTABLE
TO THE BOARD OR THE COMMITTEE.

5.   EXCHANGE AND BUYOUT OF AWARDS.

     10.1.     THE COMMITTEE MAY, AT ANY TIME OR FROM TIME TO TIME, AUTHORIZE
THE COMPANY, WITH THE CONSENT
OF THE RESPECTIVE PARTICIPANTS, TO ISSUE NEW AWARDS IN EXCHANGE FOR THE
SURRENDER AND CANCELLATION OF ANY OR ALL
OUTSTANDING AWARDS.

     10.2.     THE COMMITTEE MAY, AT ANY TIME OR FROM TIME TO TIME, AUTHORIZE
THE COMPANY TO BUY FROM A
PARTICIPANT AN AWARD PREVIOUSLY GRANTED WITH PAYMENT IN CASH, SHARES
(INCLUDING RESTRICTED STOCK) OR OTHER
CONSIDERATION, BASED ON SUCH TERMS AND CONDITIONS AS THE COMMITTEE AND THE
PARTICIPANT MAY AGREE.

5.   TERMINATION, MODIFICATION AND AMENDMENT.

     11.1      THE PLAN (BUT NOT AWARDS PREVIOUSLY GRANTED UNDER THE PLAN)
SHALL TERMINATE ON, AND NO
AWARDS SHALL BE GRANTED AFTER, THE TENTH ANNIVERSARY OF ITS ADOPTION BY THE
BOARD; PROVIDED THAT THE BOARD MAY
AT ANY TIME TERMINATE THE PLAN PRIOR THERETO UPON THE ADOPTION OF A RESOLUTION
OF THE BOARD.

     11.2 THE BOARD SHALL HAVE COMPLETE POWER AND AUTHORITY TO MODIFY OR AMEND
THE PLAN IN WHOLE OR
IN PART AND FROM TIME TO TIME IN SUCH RESPECTS AS IT SHALL DEEM ADVISABLE;
PROVIDED, HOWEVER, THAT THE BOARD SHALL
NOT, WITHOUT THE APPROVAL OF THE VOTES REPRESENTED BY A MAJORITY OF THE
OUTSTANDING COMMON STOCK OF THE
COMPANY PRESENT OR REPRESENTED AND ENTITLED TO VOTE AT A MEETING OF
STOCKHOLDERS DULY HELD IN ACCORDANCE WITH
THE APPLICABLE LAWS OF THE COMPANY'S JURISDICTION OF INCORPORATION OR BY THE
WRITTEN CONSENT OF STOCKHOLDERS
OWNING STOCK REPRESENTING A MAJORITY OF THE VOTES OF THE COMPANY'S OUTSTANDING
STOCK ENTITLED TO VOTE:

           (I)      INCREASE THE NUMBER OF SHARES AVAILABLE FOR THE GRANT OF
AWARDS UNDER SECTION 1 OF THE
PLAN  (EXCEPT AS PROVIDED IN SECTION 7);

          (II)      EXTEND THE TERM OF THE PLAN OR THE PERIOD DURING WHICH
AWARDS MAY BE GRANTED OR
EXERCISED;

          (III)     REDUCE THE STOCK OPTION PRICE, IN THE CASE OF INCENTIVE
STOCK OPTIONS BELOW 100%
(110% IN THE CASE OF AN INCENTIVE STOCK OPTION GRANTED TO A 10% HOLDER) OF THE
FAIR MARKET VALUE OF THE SHARES
ISSUABLE UPON EXERCISE OF STOCK OPTIONS AT THE TIME OF THE GRANTING THEREOF,
OTHER THAN TO CHANGE THE MANNER OF
DETERMINING THE FAIR MARKET VALUE THEREOF;


          (IV)      ALTER THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR THE GRANT
OF AWARDS IN THE FORM OF
INCENTIVE STOCK OPTIONS AND RESTRICTED STOCK;

          (V)  MATERIALLY INCREASE THE BENEFITS ACCRUING TO PARTICIPANTS UNDER
THE PLAN;

          (VI)      MODIFY THE REQUIREMENTS AS TO ELIGIBILITY FOR
PARTICIPATION IN THE PLAN;

          (VII)     MODIFY THE NATURE OF THE AWARDS WHICH MAY BE GRANTED UNDER
THE PLAN;

          (VIII)    WITH RESPECT TO STOCK OPTIONS WHICH ARE INCENTIVE STOCK
OPTIONS, AMEND THE PLAN IN
ANY RESPECT WHICH WOULD CAUSE SUCH STOCK OPTIONS TO NO LONGER QUALIFY FOR
INCENTIVE STOCK OPTION TREATMENT
PURSUANT TO THE CODE; AND

          (IX)  ALTER THE PROVISIONS SET FORTH IN SECTION 6.3(H) WITH RESPECT
TO MINIMUM VESTING SCHEDULES
RELATING TO AWARDS IN THE FORM OF RESTRICTED STOCK.

NO TERMINATION OR AMENDMENT OF THE PLAN SHALL, WITHOUT THE CONSENT OF THE
INDIVIDUAL PARTICIPANT, SHALL ADVERSELY
AFFECT THE RIGHTS OF SUCH PARTICIPANT UNDER AN AWARD THERETOFORE GRANTED TO
HIM OR HER.

5.   TAXES.

     THE COMPANY MAY MAKE SUCH PROVISIONS AS IT MAY DEEM APPROPRIATE FOR THE
WITHHOLDING OF ANY TAXES
WHICH IT DETERMINES IS REQUIRED IN CONNECTION WITH ANY AWARDS GRANTED UNDER
THE PLAN.  THE COMPANY MAY
FURTHER REQUIRE NOTIFICATION FROM THE PARTICIPANTS UPON ANY DISPOSITION OF
COMMON STOCK ACQUIRED PURSUANT TO
THE AWARDS GRANTED HEREUNDER.

5.   EFFECTIVENESS OF THE PLAN.

     THE PLAN SHALL BECOME EFFECTIVE IMMEDIATELY UPON ITS APPROVAL AND
ADOPTION BY THE BOARD, SUBJECT TO
APPROVAL BY A MAJORITY OF THE VOTES OF THE OUTSTANDING SHARES OF CAPITAL STOCK
OF THE STOCKHOLDERS OF THE COMPANY
CAST AT ANY DULY CALLED ANNUAL OR SPECIAL MEETING OF THE COMPANY'S
STOCKHOLDERS HELD WITHIN ONE YEAR FROM THE
DATE OF BOARD ADOPTION AND APPROVAL.

5.   DESIGNATION OF BENEFICIARY BY PARTICIPANT.

     A PARTICIPANT MAY DESIGNATE ONE OR MORE  BENEFICIARIES TO RECEIVE ANY
RIGHTS AND PAYMENTS TO WHICH SUCH
PARTICIPANT MAY BE ENTITLED IN RESPECT OF ANY OPTION GRANTED UNDER THE PLAN IN
THE EVENT OF SUCH PARTICIPANT'S
DEATH.  SUCH DESIGNATION SHALL BE ON A WRITTEN FORM ACCEPTABLE TO AND FILED
WITH THE COMMITTEE.  THE COMMITTEE
SHALL HAVE THE RIGHT TO REVIEW AND APPROVE BENEFICIARY DESIGNATIONS.  A
PARTICIPANT MAY CHANGE THE PARTICIPANT'S
BENEFICIARY(IES) FROM TIME TO TIME IN THE SAME MANNER AS THE ORIGINAL
DESIGNATION, UNLESS SUCH PARTICIPANT HAS
MADE AN IRREVOCABLE DESIGNATION.  ANY DESIGNATION OF BENEFICIARY UNDER THE
PLAN (TO THE EXTENT IT IS VALID AND
ENFORCEABLE UNDER APPLICABLE LAW) SHALL BE CONTROLLING OVER ANY OTHER
DISPOSITION, TESTAMENTARY OR OTHERWISE, AS
DETERMINED BY THE COMMITTEE.  IF NO DESIGNATED BENEFICIARY SURVIVES THE
PARTICIPANT AND IS LIVING ON THE DATE ON
WHICH ANY RIGHT OR AMOUNT BECOMES PAYABLE TO SUCH PARTICIPANT'S
BENEFICIARY(IES), SUCH PAYMENT WILL BE MADE
TO THE LEGAL REPRESENTATIVES OF THE PARTICIPANT'S ESTATE, AND THE TERM
"BENEFICIARY" AS USED IN THE PLAN SHALL BE
DEEMED TO INCLUDE SUCH PERSON OR PERSONS.  IF THERE IS ANY QUESTION AS TO THE
LEGAL RIGHT OF ANY BENEFICIARY TO
RECEIVE A DISTRIBUTION UNDER THE PLAN, THE COMMITTEE MAY DETERMINE THAT THE
AMOUNT IN QUESTION BE PAID TO THE
LEGAL REPRESENTATIVES OF THE ESTATE OF THE PARTICIPANT, IN WHICH EVENT THE
COMPANY, THE COMMITTEE, THE BOARD AND
THE COMMITTEE AND THE MEMBERS THEREOF WILL HAVE NO FURTHER LIABILITY TO ANY
PERSON OR ENTITY WITH RESPECT TO SUCH
AMOUNT.

5.   CERTIFICATES.

     ALL SHARES DELIVERED UNDER THIS PLAN WILL BE SUBJECT TO SUCH STOCK
TRANSFER ORDERS, LEGENDS AND OTHER
RESTRICTIONS AS THE COMMITTEE MAY DEEM NECESSARY OR ADVISABLE, INCLUDING
RESTRICTIONS UNDER ANY APPLICABLE
FEDERAL, STATE OR FOREIGN SECURITIES LAW, OR ANY RULES, REGULATIONS AND OTHER
REQUIREMENTS PROMULGATED UNDER SUCH
LAWS OR ANY STOCK EXCHANGE OR AUTOMATED QUOTATION SYSTEM UPON WHICH THE SHARES
MAY BE LISTED OR QUOTED AND
EACH STOCK CERTIFICATE EVIDENCING SUCH SHARES AND OTHER CERTIFICATES SHALL
HAVE THE APPROPRIATELY LEGEND.

5.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

     16.1.      THE ISSUANCE OF AWARDS UNDER THE PLAN WILL NOT BE EFFECTIVE
UNLESS SUCH ISSUANCE IS MADE IN
COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS, RULES AND
REGULATIONS OF ANY GOVERNMENTAL BODY,
AND THE REQUIREMENTS OF ANY STOCK EXCHANGE OR AUTOMATED QUOTATION SYSTEM UPON
WHICH THE SHARES MAY THEN BE
LISTED OR QUOTED, AS THEY ARE IN EFFECT ON THE DATE OF ISSUANCE/GRANT AND ALSO
ON THE DATE OF EXERCISE OR OTHER
ISSUANCE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS PLAN, THE COMPANY WILL
HAVE NO OBLIGATION TO ISSUE OR
DELIVER STOCK CERTIFICATES FOR SHARES UNDER THIS PLAN PRIOR TO:

          (I)  OBTAINING ANY APPROVALS FROM GOVERNMENTAL AGENCIES THAT THE
COMMITTEE DETERMINES
     ARE NECESSARY OR ADVISABLE; AND/OR

          (II) COMPLETION OF ANY REGISTRATION OR OTHER QUALIFICATION OF SUCH
SHARES UNDER ANY STATE OR
     FEDERAL LAW OR RULING OF ANY GOVERNMENTAL BODY THAT THE COMMITTEE
DETERMINES TO BE NECESSARY OR
     ADVISABLE.

     16.2.       THE COMPANY WILL BE UNDER NO OBLIGATION TO REGISTER THE
SHARES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR TO EFFECT COMPLIANCE WITH THE REGISTRATION, QUALIFICATION
OR LISTING REQUIREMENTS OF ANY STATE
SECURITIES LAWS, STOCK EXCHANGE OR AUTOMATED QUOTATION SYSTEM, AND THE COMPANY
WILL HAVE NO LIABILITY FOR ANY
INABILITY OR FAILURE TO DO SO.



17.  NO OBLIGATION TO EMPLOY.

     THE PLAN SHALL NOT CONSTITUTE A CONTRACT OF EMPLOYMENT AND NOTHING IN
THIS PLAN SHALL CONFER OR BE
DEEMED TO CONFER ON ANY PARTICIPANT ANY RIGHT TO CONTINUE IN THE EMPLOY OF, OR
TO CONTINUE ANY OTHER RELATIONSHIP
WITH, THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY OR LIMIT IN
ANY WAY THE RIGHT OF THE COMPANY
OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY TO TERMINATE THE PARTICIPANT'S
EMPLOYMENT OR OTHER RELATIONSHIP
AT ANY TIME, WITH OR WITHOUT CAUSE.

17.  NON-EXCLUSIVITY OF THE PLAN.

     NEITHER THE ADOPTION OF THE PLAN BY THE BOARD, THE SUBMISSION OF THE PLAN
TO THE SHAREHOLDERS OF THE
COMPANY FOR APPROVAL, NOR ANY PROVISION OF THIS PLAN WILL BE CONSTRUED AS
CREATING ANY LIMITATIONS ON THE POWER
OF THE BOARD OR THE COMMITTEE TO ADOPT SUCH ADDITIONAL COMPENSATION
ARRANGEMENTS AS THE BOARD MAY DEEM
DESIRABLE, INCLUDING, WITHOUT LIMITATION, THE GRANTING OF STOCK OPTIONS
OTHERWISE THAN UNDER THE PLAN, AND SUCH
ARRANGEMENTS MAY BE EITHER GENERALLY APPLICABLE OR APPLICABLE ONLY IN SPECIFIC
CASES.

17.  MISCELLANEOUS PROVISIONS.

395455 V.1 [8H4V01!.WPD]      -    10 -

                               ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES


     19.1.     NO EMPLOYEE OR OTHER PERSON SHALL HAVE ANY CLAIM OR RIGHT TO BE
GRANTED AN OPTION UNDER THE PLAN UNDER
ANY CONTRACT, AGREEMENT OR OTHERWISE.  DETERMINATIONS MADE BY THE COMMITTEE
UNDER THE PLAN NEED NOT BE UNIFORM AND
MAY BE MADE SELECTIVELY AMONG ELIGIBLE PERSONS UNDER THE PLAN, WHETHER OR NOT
SUCH ELIGIBLE PERSONS ARE SIMILARLY
SITUATED.

     19.2 NO SHARES, OTHER COMPANY SECURITIES OR PROPERTY, OTHER SECURITIES OR
PROPERTY, OR OTHER FORMS OF
PAYMENT SHALL BE ISSUED HEREUNDER WITH RESPECT TO ANY OPTION GRANTED UNDER THE
PLAN UNLESS COUNSEL FOR THE COMPANY
SHALL BE SATISFIED THAT SUCH ISSUANCE WILL BE IN COMPLIANCE WITH APPLICABLE
FEDERAL, STATE, LOCAL AND FOREIGN LEGAL, SECURITIES
EXCHANGE AND OTHER APPLICABLE REQUIREMENTS.

     19.3.     IT IS THE INTENT OF THE COMPANY THAT THE PLAN COMPLY IN ALL
RESPECTS WITH RULE 16B-3 UNDER THE EXCHANGE
ACT, THAT ANY AMBIGUITIES OR INCONSISTENCIES IN CONSTRUCTION OF THE PLAN BE
INTERPRETED TO GIVE EFFECT TO SUCH INTENTION AND
THAT IF ANY PROVISION OF THE PLAN IS FOUND NOT TO BE IN COMPLIANCE WITH RULE
16B-3, SUCH PROVISION SHALL BE DEEMED NULL
AND VOID TO THE EXTENT REQUIRED TO PERMIT THE PLAN TO COMPLY WITH RULE 16B-3.

     19.4.     THE APPROPRIATE OFFICERS OF THE COMPANY SHALL CAUSE TO BE FILED
ANY REPORTS, RETURNS OR OTHER INFORMATION
REGARDING THE GRANT OF STOCK OPTIONS HEREUNDER OR ANY SHARES ISSUED PURSUANT
HERETO AS MAY BE REQUIRED BY SECTION 13
OR 15(D) OF THE EXCHANGE ACT (OR ANY SUCCESSOR PROVISION) OR ANY OTHER
APPLICABLE STATUTE, RULE OR REGULATION.

     19.5.     THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND
EFFECT OF THE PLAN, AND OF ITS RULES AND
REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND AWARDS GRANTED UNDER THE PLAN
AND ANY AGREEMENTS IN CONNECTION
THEREWITH, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF
LAW RULES, OF THE STATE OF NEW YORK.





EXHIBIT 10 (D)*  FORM OF INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND
EACH OF ITS
                  DIRECTORS DATED AS OF  SEPTEMBER 10, 2001.

                        INDEMNIFICATION AGREEMENT

            THIS INDEMNIFICATION AGREEMENT (THE "AGREEMENT") IS MADE AS OF THE
10TH DAY OF
          SEPTEMBER, 2001, BY AND BETWEEN ORBIT INTERNATIONAL CORP., A
DELAWARE CORPORATION
          (THE "COMPANY"), AND DENNIS SUNSHINE ("EXECUTIVE"), AN OFFICER AND
DIRECTOR OF THE
          COMPANY.

                                RECITALS

            A. THE COMPANY AND EXECUTIVE RECOGNIZE THAT THE VAGARIES OF PUBLIC
POLICY AND THE
          INTERPRETATION OF AMBIGUOUS STATUTES, REGULATIONS, AND COURT
OPINIONS ARE TOO UNCERTAIN
          TO PROVIDE THE COMPANY'S OFFICERS AND DIRECTORS WITH ADEQUATE OR
RELIABLE ADVANCE
          KNOWLEDGE OR GUIDANCE WITH RESPECT TO THE LEGAL RISKS AND POTENTIAL
LIABILITIES TO WHICH
          THEY MAY BECOME PERSONALLY EXPOSED AS A RESULT OF PERFORMING THEIR
DUTIES IN GOOD FAITH
          FOR THE COMPANY.

            B. THE CORNPANY AND EXECUTIVE ARE AWARE OF THE SUBSTANTIAL GROWTH
IN THE NUMBER
          OF LAWSUITS FILED AGAINST CORPORATE OFFICERS AND DIRECTORS IN
CONNECTION WITH THEIR
          ACTIVITIES  IN  SUCH CAPACITIES AND BY REASON OF THEIR STATUS AS SUCH.

            C. THE COMPANY AND EXECUTIVE RECOGNIZE THAT THE COST OF DEFENDING
AGAINST SUCH
          LAWSUITS, WHETHER OR NOT MERITORIOUS, IS TYPICALLY BEYOND THE
FINANCIAL RESOURCES OF MOST
          OFFICERS AND DIRECTORS OF THE COMPANY.

          D.   THE COMPANY AND EXECUTIVE RECOGNIZE THAT THE LEGAL RISKS AND
POTENTIAL
          LIABILITIES, AND THE VERY THREAT THEREOF, ASSOCIATED WITH LAWSUITS
FILED AGAINST THE
          OFFICERS OR DIRECTORS OF THE COMPANY, AS WELL AS THEIR SPOUSES, AND
THE RESULTANT
          SUBSTANTIAL TIME, EXPENSE, HARASSMENT, RIDICULE, ABUSE AND ANXIETY
SPENT AND
          ENDURED IN DEFENDING AGAINST SUCH LAWSUITS, BEARS NO REASONABLE OR
LOGICAL
          RELATIONSHIP TO THE AMOUNT OF COMPENSATION RECEIVED BY THE COMPANY'S
OFFICERS AND
          DIRECTORS, AND THUS POSES A SIGNIFICANT DETERRENT AND INCREASED
RELUCTANCE ON THE PART
          OF EXPERIENCED AND CAPABLE INDIVIDUALS TO SERVE AS OFFICERS AND
DIRECTORS OF THE
          COMPANY.

          E.   WHILE THE COMPANY CURRENTLY MAINTAINS  LIABILITY INSURANCE TO
PROVIDE
          PROTECTION AGAINST THE LEGAL  RISKS AND POTENTIAL LIABILITIES
REFERRED TO IN THE PREVIOUS
          RECITALS, SUCH INSURANCE IS BASED, IN PART, UPON THE INDEMNIFICATION
OBLIGATIONS OF THE
          COMPANY;  IN ADDITION,  SUCH INSURANCE MAY NOT IN ALL CONTEXTS BE
ADEQUATE; AND THUS,
          IT WOULD BE IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS TO CONTRACT WITH
          ITS OFFICERS AND DIRECTORS, INCLUDING THE EXECUTIVE, TO INDEMNIFY
THEM TO THE FULLEST
          EXTENT PERMITTED BY  LAW AGAINST PERSONAL LIABILITY FOR ACTIONS
TAKEN IN GOOD FAITH THE
          PERFORMANCE OF THEIR DUTIES TO THE COMPANY AND ITS SUBSIDIARIES.

          F.   SECTION 145 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE, WHICH SETS
          FORTH CERTAIN PROVISIONS RELATING TO THE MANDATORY AND PERMISSIVE
INDEMNIFICATION OF
          OFFICERS AND DIRECTORS (AMONG OTHERS) OF A DELAWARE CORPORATION, BY
SUCH CORPORATION
          IS SPECIFICALLY NOT EXCLUSIVE OF OTHER RIGHTS TO WHICH THOSE SEEKING
INDEMNIFICATION OR
          INDEMNIFIED THEREUNDER MAY BE ENTITLED UNDER ANY BYLAW,  AGREEMENT,
VOTE OF
          STOCKHOLDERS OR DISINTERESTED DIRECTORS OR OTHERWISE, AND THUS, DOES
NOT BY ITSELF LIMIT
          THE EXTENT TO WHICH THE COMPANY MAY INDEMNIFY PERSONS SERVING AS ITS
OFFICERS AND
          DIRECTORS (AMONG OTHERS).

       G.  IN ORDER TO INDUCE AND ENCOURAGE HIGHLY EXPERIENCED AND CAPABLE
PERSONS SUCH AS
     EXECUTIVE TO SERVE AS AN OFFICER OR A DIRECTOR OF THE COMPANY OR ONE OR
MORE OF ITS SUBSIDIARIES
     AND TO OTHERWISE PROMOTE THE DESIRABLE END THAT SUCH PERSONS WILL RESIST
WHAT THEY CONSIDER
     UNJUSTIFIABLE LAWSUITS AND CLAIMS MADE AGAINST THEM  OR  THEIR  SPOUSES
IN  CONNECTION  WITH
     THE  GOOD  FAITH PERFORMANCE OF THEIR DUTIES TO THE COMPANY AND ITS
SUBSIDIARIES, SECURE  IN
     THE  KNOWLEDGE  THAT  CERTAIN  EXPENSES,  COSTS  AND LIABILITIES INCURRED
BY THEM IN THEIR DEFENSE
     OF SUCH LITIGATION WILL BE BORNE BY THE COMPANY AND THAT THEY WILL
RECEIVE THE MAXIMUM
     PROTECTION AGAINST SUCH RISKS AND LIABILITIES AS MAY BE AFFORDED BY LAW,
THE BOARD OF DIRECTORS
     OF THE COMPANY HAS DETERMINED, AFTER DUE CONSIDERATION AND INVESTIGATION
OF THE TERMS AND
     PROVISIONS OF THIS AGREEMENT AND THE VARIOUS OTHER OPTIONS AVAILABLE TO
THE COMPANY AND THE
     INDEMNITEES HEREUNDER IN LIEU OF THIS AGREEMENT, THAT THIS AGREEMENT IS
NOT ONLY REASONABLE
     AND PRUDENT BUT NECESSARY TO PROMOTE AND ENSURE THE BEST INTERESTS OF THE
COMPANY AND ITS
     STOCKHOLDERS.

       H. THE  COMPANY  AND  EXECUTIVE  ALSO  RECOGNIZE  THAT INDEMNIFICATION,
 IF PERMITTED TOO
     BROADLY,  MAY VIOLATE BASIC TENETS OF PUBLIC POLICY AND THAT IT IS
INAPPROPRIATE TO PERMIT
     MANAGEMENT OF THE COMPANY TO USE CORPORATE FUNDS TO AVOID THE
CONSEQUENCES  OF  CRIMINAL,
     FRAUDULENT,  RECKLESS  OR  WILLFUL MISCONDUCT IN OR DISREGARD FOR THE
PERFORMANCE OF THEIR DUTIES
     TO THE COMPANY, AND THEREFORE, THAT AN OFFICER OR A DIRECTOR OF THE
COMPANY WHO ACTED
     WRONGFULLY OR IN BAD FAITH IN THE PERFORMANCE OF HIS OR HER DUTIES TO THE
COMPANY SHOULD NOT
     EXPECT TO RECEIVE ASSISTANCE FROM THE COMPANY FOR LEGAL OR OTHER EXPENSES
AND SHOULD BE
     REQUIRED TO SATISFY NOT ONLY ANY JUDGMENT ENTERED AGAINST HIM OR HER BUT
ALSO ANY EXPENSES
     AND AMOUNTS PAID IN SETTLEMENT INCURRED IN CONNECTION WITH SUCH
PROCEEDING, FROM HIS OR HER
     PERSONAL ASSETS, AND THAT ANY OTHER RULE WOULD TEND TO ENCOURAGE SOCIALLY
UNDESIRABLE CONDUCT
     AND WOULD BE DETRIMENTAL TO THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS.

          I.   THE COMPANY DESIRES THAT EXECUTIVE CONTINUE TO SERVE AS AN
OFFICER OR A DIRECTOR OF THE
        COMPANY OR ONE OR MORE OF ITS SUBSIDIARIES,  FREE  FROM  UNDUE
CONCERN  FOR  UNPREDICTABLE,
        INAPPROPRIATE OR UNREASONABLE LEGAL RISKS AND PERSONAL LIABILITIES BY
REASON OF HIS OR HER
        ACTING IN GOOD FAITH IN THE PERFORMANCE OF HIS OR HER DUTIES TO THE
COMPANY; PROVIDED, AND
        ON THE EXPRESS CONDITION, THAT HE OR SHE IS FURNISHED WITH THE
INDEMNITY SET FORTH HEREAFTER.

                                AGREEMENT

       NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS
SET FORTH
     BELOW AND BASED ON THE PREMISES SET FORTH ABOVE, THE COMPANY AND
EXECUTIVE DO HEREBY
     AGREE AS FOLLOWS:

       1. AGREEMENT TO SERVE.  EXECUTIVE AGREES TO CONTINUE TO SERVE AS AN
OFFICER AND DIRECTOR
     OF THE COMPANY, AND, IF EXECUTIVE IS ALSO AN OFFICER OR DIRECTOR OF A
SUBSIDIARY OF THE COMPANY,
     IN SUCH CAPACITY, AT THE WILL OF THE COMPANY OR UNDER SEPARATE CONTRACT,
AS THE CASE MAY BE,
     FOR SO LONG AS HE OR SHE IS DULY ELECTED OR APPOINTED OR, SUB]ECT TO THE
TERMS OF ANY SEPARATE
     CONTRACT,  UNTIL  SUCH TIME AS HE OR SHE TENDERS HIS OR HER RESIGNATION
IN WRITING.  THE
     PROVISIONS OF THIS AGREEMENT ARE NOT INTENDED TO ALTER THE OBLIGATIONS OF
THE COMPANY OR ANY
     OF ITS SUBSIDIARIES OR EXECUTIVE UNDER ANY OTHER CONTRACT BETWEEN THEM.

       2. DEFINITIONS.  AS USED IN THIS AGREEMENT:

      (A) THE TERM "PROCEEDING" SHALL INCLUDE ANY THREATENED, PENDING OR
COMPLETED
     ACTION, SUIT OR PROCEEDING, WHETHER BROUGHT IN THE NAME OF THE COMPANY OR
OTHERWISE,  AND
     WHETHER OF A COMMERCIAL  CIVIL,  CRIMINAL,  ADMINISTRATIVE  OR
INVESTIGATIVE NATURE,  INCLUDING
     BUT  NOT  LIMITED  TO,  ACTIONS,  SUITS  OR PROCEEDINGS BROUGHT UNDER OR
BASED UPON THE
     SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, OR ANY
STATE SECURITIES OR "BLUE
     SKY" LAW, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IN WHICH THE
INDEMNITEES (AS
     HEREAFTER DEFINED), OR EITHER OF THEM, MAY BE OR MAY HAVE BEEN INVOLVED
AS A PARTY OR
     OTHERWISE BY REASON OF THE FACT THAT EXECUTIVE IS OR WAS AN OFFICER,
DIRECTOR, EMPLOYEE OR AGENT
     OF THE COMPANY,  OR ITS SUBSIDIARIES,  AS APPLICABLE; BY REASON OF ANY
ACTION TAKEN BY HIM OR
     HER OR OF ANY INACTION ON HIS OR HER PART WHILE ACTING AS SUCH OFFICER,
DIRECTOR, EMPLOYEE OR
     AGENT; BY REASON OF THE FACT THAT HE OR SHE IS OR WAS SERVING AT THE
REQUEST OF THE COMPANY AS
     A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION,
PARTNERSHIP, JOINT VENTURE, TRUST
     OR OTHER ENTERPRISE; OR, WITH RESPECT TO THE SPOUSE OF EXECUTIVE, BY
REASON OF, OR AS A RESULT OF,
     HIS OR HER SPOUSAL  RELATIONSHIP WITH  EXECUTIVE  (AND  INCLUDING,
WITHOUT LIMITATION, ANY
     PROCEEDING WITH INVOLVES OR INCLUDES CLAIMS (I) ATTRIBUTING TO SUCH
SPOUSE KNOWLEDGE
     CONCERNING THE BUSINESS, AFFAIRS, PROSPECTS OR PLANS OF THE COMPANY OR
ITS SUBSIDIARIES KNOWN
     TO EXECUTIVE OR (II) WHICH WOULD IN ALL PROBABILITY NOT HAVE BEEN MADE IF
SUCH SPOUSAL
     RELATIONSHIP HAD NOT EXISTED); WHETHER OR NOT HE OR SHE IS SERVING IN
SUCH CAPACITY AT THE TIME
     ANY LIABILITY OR EXPENSE IS INCURRED FOR WHICH INDEMNIFICATION OR
REIMBURSEMENT IS PROVIDED
     UNDER THIS AGREEMENT, WITH THE PROVISO THAT IF AT THE TIME OF
COMMENCEMENT OF ANY SUCH
     PROCEEDING AN INDIVIDUAL HAS CEASED TO BE A SPOUSE OF EXECUTIVE AS A
RESULT OF A MARITAL
     DISSOLUTION, SUCH INDIVIDUAL SHALL NOT BE ENTITLED TO INDEMNIFICATION
UNDER  THIS  AGREEMENT,
     UNLESS  THE  BOARD  OF DIRECTORS OF THE COMPANY SHALL DETERMINE,
FOLLOWING RECEIPT OF THE
     WRITTEN REQUEST OF THE FORMER SPOUSE FOR INDEMNIFICATION PURSUANT TO
SECTION 7 OF THIS
     AGREEMENT, THAT THERE IS A REASONABLE LIKELIHOOD THAT EXECUTIVE WOULD BE
RESPONSIBLE FOR THE
     EXPENSES, JUDGEMENTS, FINES OR PENALTIES, OR A PORTION THEREOF, OF THE
FORMER SPOUSE ARISING BUT
     OF OR RELATING TO SUCH PROCEEDING.  ANY DETERMINATION MADE BY THE BOARD
OF DIRECTORS
     PURSUANT TO THE LAST CLAUSE OF THE PREVIOUS SENTENCE SHALL BE CONCLUSIVE
AND BINDING UPON
     EXECUTIVE AND HIS OR HER FORMER SPOUSE, AND SHALL NOT BE SUBJECT TO
CHALLENGE.

          (B) THE TERM "EXPENSES" INCLUDES, WITHOUT LIMITATION, EXPENSES OF
INVESTIGATIONS, JUDICIAL
     OR ADMINISTRATIVE PROCEEDINGS OR APPEALS, AMOUNTS PAID IN SETTLEMENT BY
OR ON BEHALF OF THE
     INDEMNITEES (IF SUCH SETTLEMENT IS APPROVED BY THE COMPANY, WHICH
APPROVAL SHALL NOT BE
     UNREASONABLY WITHHELD), ATTORNEYS' FEES AND DISBURSEMENTS AND ANY
EXPENSES OF ESTABLISHING
     A RIGHT TO INDEMNIFICATION UNDER SECTION 7 OF THIS AGREEMENT, BUT SHALL
NOT INCLUDE THE
     AMOUNT OF ANY JUDGEMENT, FINE OR PENALTY ACTUALLY LEVIED AGAINST ANY OF
THE INDEMNITEES.

          (C) EXCEPT  AS  PROVIDED  IN  SECTION  2(A)  OF THIS AGREEMENT, THE
TERM "INDEMNITEES"
     SHALL MEAN EXECUTIVE AND THE SPOUSE OF EXECUTIVE; AND THE TERM
"INDEMNITEE" SHALL IN EACH
     INSTANCE REFER TO EITHER OR BOTH OF INDEMNITEES.

          (D) REFERENCES TO "OTHER ENTERPRISE" SHALL INCLUDE EMPLOYEE BENEFIT
PLANS; REFERENCES TO
     "FINES" SHALL INCLUDE ANY EXCISE TAX ASSESSED WITH RESPECT TO ANY
EMPLOYEE BENEFIT PLAN;
     REFERENCES TO "OR," UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES, SHALL
MEAN "AND/OR";
     REFERENCES TO "SERVING AT THE REQUEST OF THE CORNPANY" SHALL  INCLUDE ANY
SERVICE AS AN OFFICER,
     DIRECTOR, EMPLOYEE OR AGENT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
WHICH IMPOSES DUTIES
     ON,  OR  INVOLVES  SERVICES  BY,  SUCH OFFICER, DIRECTOR, EMPLOYEE OR
AGENT WITH RESPECT TO AN
     EMPLOYEE BENEFIT PLAN, ITS PARTICIPANTS OR BENEFICIARIES; AND A PERSON
WHO ACTS IN GOOD FAITH
     AND IN A MANNER HE OR SHE REASONABLY BELIEVES TO BE IN THE INTEREST OF
THE PARTICIPANTS AND
     BENEFICIARIES OF AN EMPLOYEE BENEFIT PLAN SHALL BE DEEMED TO HAVE ACTED
IN A MANNER "NOT
     OPPOSED TO THE BEST INTERESTS OF THE COMPANY" AS REFERRED TO IN THIS
AGREEMENT.

      3. INDEMNIFICATION  IN THIRD  PARTY  PROCEEDINGS.   THE COMPANY  SHALL
INDEMNIFY
     INDEMNITEE  IN  ACCORDANCE WITH  THE PROVISIONS OF THIS SECTION 3 IF
INDEMNITEE IS A PARTY TO
     OR THREATENED TO BE MADE A PARTY TO OR OTHERWISE INVOLVED IN ANY
PROCEEDING (OTHER THAN A
     PROCEEDING BY OR IN THE NAME OF THE COMPANY TO PROCURE A JUDGMENT IN ITS
FAVOR), AGAINST ALL
     EXPENSES, JUDGMENTS, FINES AND PENALTIES, ACTUALLY AND REASONABLY
INCURRED BY INDEMNITEE
     IN CONNECTION WITH THE DEFENSE OR SETTLEMENT (IF SUCH SETTLEMENT IS
APPROVED BY THE COMPANY,
     WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD), OF SUCH PROCEEDING;
PROVIDED, THAT IT IS
     DETERMINED PURSUANT TO SECTION 7 OF THIS AGREEMENT, OR BY THE COURT
BEFORE WHICH SUCH ACTION
     WAS BROUGHT, THAT INDEMNITEE ACTED IN GOOD FAITH AND IN A MANNER WHICH HE
OR SHE REASONABLY
     BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY
AND, IN THE CASE OF A
     CRIMINAL ACTION OR PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE THAT
HIS OR HER CONDUCT WAS
     UNLAWFUL.  THE TERMINATION OF ANY SUCH PROCEEDING BY JUDGEMENT, ORDER OF
COURT, SETTLEMENT,
     CONVICTION, OR UPON A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT, SHALL
NOT, OF ITSELF, CREATE A
     PRESUMPTION THAT INDEMNITEE DID NOT ACT IN GOOD FAITH AND IN A MANNER
WHICH HE OR SHE
     REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE
COMPANY, OR WITH
     RESPECT TO ANY CRIMINAL ACTION OR G, THAT SUCH PERSON HAD REASONABLE
CAUSE TO BELIEVE THAT HIS
     OR HER CONDUCT WAS UNLAWFUL.

       4. INDEMNIFICATION IN PROCEEDINGS BY OR IN THE NAME OF THE COMPANY.
THE COMPANY SHALL
     INDEMNIFY INDEMNITEE IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4
IF INDEMNITEE IS A
     PARTY TO OR THREATENED TO BE MADE A PARTY TO OR OTHERWISE INVOLVED IN ANY
PROCEEDING BY OR
     IN THE NAME OF THE COMPANY TO PROCURE A JUDGEMENT IN ITS FAVOR,  AGAINST
ALL  EXPENSES
     ACTUALLY AND REASONABLY INCURRED BY SUCH INDEMNITEE IN CONNECTION WITH
THE DEFENSE OR
     SETTLEMENT (IF SUCH SETTLEMENT IS APPROVED BY THE COMPANY, WHICH APPROVAL
SHALL NOT BE
     UNREASONABLY WITHHELD) OF SUCH PROCEEDING, BUT ONLY IF THE INDEMNITEE
ACTED IN GOOD FAITH AND
     IN A MANNER WHICH HE OR SHE REASONABLY BELIEVED TO BE IN OR NOT OPPOSED
TO THE BEST INTERESTS
     OF THE COMPANY, AND EXCEPT THAT NO INDEMNIFICATION FOR EXPENSES SHALL BE
MADE UNDER THIS
     SECTION 4 IN RESPECT OF ANY CLAIM, ISSUE OR MATTER AS TO WHICH THE
INDEMNITEE SHALL HAVE BEEN
     ADJUDGED TO BE LIABLE TO THE COMPANY, UNLESS AND THEN ONLY TO THE EXTENT
THAT ANY COURT IN
     WHICH SUCH PROCEEDING IS BROUGHT SHALL DETERMINE UPON APPLICATION THAT,
DESPITE THE
     ADJUDICATION OF LIABILITY BUT IN VIEW OF ALL THE CIRCUMSTANCES OF THE
CASE, THE INDEMNITEE IS
     FAIRLY AND REASONABLY ENTITLED TO INDEMNITY FOR SUCH EXPENSES AS SUCH
COURT SHALL DEEM PROPER.

      5. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY.  NOT WITHSTANDING
ANY OTHER
     PROVISIONS OF THIS AGREEMENT, TO THE EXTENT THAT AN INDEMNITEE HAS BEEN
SUCCESSFUL ON THE
     MERITS OR OTHERWISE, IN DEFENSE OF ANY PROCEEDING OR IN DEFENSE OF ANY
CLAIM, ISSUE OR MATTER
     THEREIN, INCLUDING THE DISMISSAL OF AN ACTION WITHOUT PREJUDICE, THAT
INDEMNITEE SHALL BE
     INDEMNIFIED AGAINST ALL EXPENSES ACTUALLY AND REASONABLY INCURRED IN
CONNECTION THEREWITH.

      6. ADVANCEMENT OF EXPENSES.  ANY EXPENSES INCURRED BY AN INDEMNITEE IN ANY
     PROCEEDING, INCLUDING, WITHOUT LIMITATION, THOSE DESCRIBED IN SECTION 4
OF THIS AGREEMENT,
     SHALL BE PAID BY THE COMPANY IN ADVANCE OF THE FINAL DISPOSITION OF SUCH
PROCEEDING AND ON
     OR PRIOR TO THE DATE WHEN PAYMENT OF SUCH EXPENSES IS DUE; PROVIDED THAT
THE INDEMNITEE HAS
     MADE A WRITTEN REQUEST TO THE COMPANY TO P AY IN ADVANCE SUCH EXPENSES
INCURRED OR TO BE
     INCURRED BY THE INDEMNITEE IN CONNECTION WITH SUCH PROCEEDING, WHICH
WRITTEN REQUEST (A)
     MAKES REFERENCE TO THIS INDEMNITY AGREEMENT; (B) DESCRIBES THE PROCEEDING
IN GENERAL TERMS;
     AND (C) INCLUDES AN UNDERTAKING BY THE INDEMNITEE TO REPAY THE AMOUNTS
PAID BY THE
     COMPANY PURSUANT TO THIS SECTION 6 TO THE EXTENT THAT IT IS ULTIMATELY
DETERMINED THAT SUCH
     INDEMNITEE IS NOT ENTITLED TO INDEMNIFICATION.  AN INDEMNITEE SHALL NOT
BE REQUIRED TO MAKE
     MORE THAN ONE WRITTEN REQUEST WITH RESPECT TO ANY PROCEEDING; AND ONCE A
WRITTEN REQUEST HAS
     BEEN SO MADE, THE COMPANY SHALL BE OBLIGATED TO PAY IN ADVANCE ALL
EXPENSES RELATING TO THE
     PROCEEDING.  TO THE EXTENT THAT AN INDEMNITEE HAS PERSONALLY PAID ANY
EXPENSES PRIOR TO
     MAKING A REQUEST UNDER THIS SECTION 6, THE COMPANY SHALL, IF SO REQUESTED
BY THE INDEMNITEE,
     PROMPTLY REIMBURSE THE INDEMNITEE FOR ALL AMOUNTS SO PAID.

       IF THE COMPANY SHALL BE OBLIGATED UNDER THIS SECTION 6 TO ADVANCE THE
EXPENSES OF ANY
     PROCEEDINGS AGAINST AN INDEMNITEE, THE COMPANY, IF IT DETERMINES THE SAME
TO BE APPROPRIATE,
     SHALL BE ENTITLED TO ASSUME THE DEFENSE OF SUCH PROCEEDING, WITH COUNSEL
APPROVED BY SUCH
     INDEMNITEE, UPON THE DELIVERY TO THE INDEMNITEE OF WRITTEN NOTICE OF THE
COMPANY'S ELECTION
     TO DO SO.   AFTER DELIVERY OF SUCH NOTICE,  APPROVAL  OF SUCH  COUNSEL
BY THE INDEMNITEE AND THE
     RETENTION OF SUCH COUNSEL BY THE COMPANY, THE COMPANY WILL NOT BE LIABLE
TO THE INDEMNITEE
     UNDER THIS AGREEMENT FOR ANY FEES OF COUNSEL SUBSEQUENTLY INCURRED BY
SUCH INDEMNITEE WITH
     RESPECT TO THE SAME PROCEEDING,  PROVIDED THAT  (I)  THE INDEMNITEE SHALL
HAVE THE RIGHT TO
     EMPLOY SEPARATE COUNSEL IN ANY SUCH PROCEEDING AT INDEMNITEE'S EXPENSE;
AND (II) IF (A) THE
     EMPLOYMENT OF COUNSEL BY INDEMNITEE HAS BEEN PREVIOUSLY AUTHORIZED BY THE
COMPANY, (B)
     INDEMNITEE SHALL HAVE REASONABLY CONCLUDED THAT THERE MAY BE A CONFLICT
OF INTEREST BETWEEN
     THE COMPANY AND INDEMNITEE IN THE CONDUCT OF ANY SUCH DEFENSE, OR (C) THE
COMPANY SHALL
     NOT, IN FACT, HAVE EMPLOYED COUNSEL TO ASSUME THE DEFENSE OF SUCH
PROCEEDING, THEN THE
     COMPANY SHALL PAY THE FEES AND EXPENSES OF INDEMNITEE'S COUNSEL.

      7. RIGHTS  OF  INDEMNITEES  TO  INDEMNIFICATION  UPON APPLICATION;
PROCEDURE UPON
     APPLICATION.  ANY INDEMNIFICATION OR ADVANCE UNDER SECTIONS 3, 4 OR 6 OF
THIS AGREEMENT,
     UNLESS ORDERED BY A COURT, SHALL BE MADE NO LATER THAN 45 DAYS AFTER
RECEIPT OF THE WRITTEN
     REQUEST OF AN INDEMNITEE, UNLESS A DETERMINATION IS MADE WITHIN SAID 45
DAY PERIOD BY (A) THE
     BOARD OF DIRECTORS OF THE COMPANY BY A MAJORITY VOTE CONSISTING OF
DIRECTORS WHO WERE NOT
     PARTIES TO SUCH PROCEEDING EVEN THOUGH LESS THAN A QUORUM, OR (B) BY A
COMMITTEE OF SUCH
     DIRECTORS DESIGNATED BY A MAJORITY VOTE OF SUCH DIRECTORS, EVEN THOUGH
LESS THAN A QUORUM,
     OR (C) IF THERE ARE NO SUCH DIRECTORS,  OR IF SUCH DIRECTORS SO DIRECT,
BY INDEPENDENT LEGAL
     COUNSEL IN A WRITTEN OPINION, OR (D) A MAJORITY VOTE OF A QUORUM OF THE
STOCKHOLDERS OF THE
     COMPANY, THAT THE INDEMNITEE  HAS  NOT  MET  THE  RELEVANT  STANDARDS
FOR  THE INDEMNIFICATION
     SET FORTH IN SECTIONS 3, 4 OR 6, AS APPLICABLE.

       THE RIGHT TO INDEMNIFICATION OR ADVANCES AS PROVIDED BY THIS AGREEMENT
SHALL BE ENFORCEABLE
     BY ANY AFFECTED INDEMNITEE IN ANY COURT OF COMPETENT JURISDICTION.   THE
BURDEN OF PROVING
     THAT INDEMNIFICATION OR ADVANCES ARE NOT APPROPRIATE SHALL BE ON THE
COMPANY.  NEITHER THE
     FAILURE OF THE COMPANY (INCLUDING ITS BOARD OF DIRECTORS, STOCKHOLDERS OR
INDEPENDENT LEGAL
     COUNSEL) TO HAVE MADE A DETERMINATION PRIOR TO THE COMMENCEMENT OF SUCH
ACTION THAT
     INDEMNIFICATION OR ADVANCES ARE PROPER IN THE CIRCUMSTANCES BECAUSE SUCH
INDEMNITEE HAS
     MET THE APPLICABLE STANDARD OF CONDUCT, NOR AN ACTUAL DETERMINATION BY
THE COMPANY
     (INCLUDING ITS BOARD OF DIRECTORS, STOCKHOLDERS OR INDEPENDENT LEGAL
COUNSEL) THAT THE
     INDEMNITEE HAS NOT MET SUCH APPLICABLE STANDARD OF CONDUCT, SHALL BE A
DEFENSE TO THE ACTION
     OR CREATE A PRESUMPTION THAT INDEMNITEE HAS NOT MET THE APPLICABLE
STANDARD OF CONDUCT.
     INDEMNITEE'S EXPENSES INCURRED IN CONNECTION WITH SUCCESSFULLY
ESTABLISHING HIS OR HER RIGHT
     TO INDEMNIFICATION OR ADVANCES, IN WHOLE OR IN PART, IN ANY SUCH
PROCEEDING SHALL ALSO BE
     INDEMNIFIED BY THE COMPANY.

      8. INDEMNIFICATION  HEREUNDER  NOT  EXCLUSIVE.     THE INDEMNIFICATION
PROVIDED BY THIS
     AGREEMENT SHALL NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH AN
INDEMNITEE MAY BE
     ENTITLED UNDER THE CERTIFICATE OF INCORPORATION, THE BYLAWS, ANY
AGREEMENT, ANY VOTE OF
     STOCKHOLDERS OR DISINTERESTED DIRECTORS, THE  GENERAL  CORPORATION  LAW
OF THE  STATE OF
     DELAWARE,  OR OTHERWISE, BOTH AS TO ACTION IN HIS OR HER OFFICIAL
CAPACITY AND AS TO ACTION IN
     ANOTHER CAPACITY WHILE HOLDING SUCH OFFICE, OR OTHERWISE.  EXCEPT AS
PROVIDED IN THE PROVISO
     SET FORTH IN SECTION 2(A) OF THIS AGREEMENT, THE INDEMNIFICATION UNDER
THIS AGREEMENT SHALL
     CONTINUE AS TO EACH INDEMNITEE EVEN THOUGH EXECUTIVE MAY HAVE CEASED TO
BE AN OFFICER OR
     DIRECTOR OF THE COMPANY OR AN OFFICER, AGENT, EMPLOYEE OR DIRECTOR OF ANY
SUBSIDIARY
     COMPANY.

       9. SCOPE OF INDEMNIFICATION.  NOTWITHSTANDING AN  OTHER PROVISION OF
THIS AGREEMENT (OTHER
     THAN THE PROVISO SET FORTH IN SECTION 2(A) OF THIS AGREEMENT), THE
COMPANY AGREES TO
     INDEMNIFY THE  INDEMNITEES  TO  THE  FULLEST  EXTENT  PERMITTED  BY  LAW,
NOTWITHSTANDING THAT
     SUCH INDEMNIFICATION IS NOT SPECIFICALLY AUTHORIZED BY THE OTHER
PROVISIONS  OF THIS AGREEMENT,
     THE COMPANY'S CERTIFICATE OF INCORPORATION, THE COMPANY'S BYLAWS OR BY
STATUTE.   IN THE
     EVENT OF ANY CHANGE IN ANY APPLICABLE LAW, STATUTE OR RULE WHICH NARROWS
THE RIGHT OR
     OBLIGATION OF A DELAWARE CORPORATION TO INDEMNIFY A MEMBER OF ITS BOARD
OF DIRECTORS OR AN
     OFFICER, SUCH CHANGE, TO THE EXTENT NOT OTHERWISE REQUIRED BY SUCH LAW,
STATUTE OR RULE TO BE
     APPLIED TO THIS AGREEMENT, SHALL HAVE NO EFFECT ON THIS AGREEMENT OR
RIGHTS AND OBLIGATIONS OF
     THE PARTIES UNDER THIS AGREEMENT.

       10. PARTIAL INDEMNIFICATION.  IF ANY OF THE INDEMNITEES IS ENTITLED
UNDER ANY PROVISION OF
     THIS AGREEMENT TO INDEMNIFICATION BY THE COMPANY FOR SOME OR A PORTION OF
THE EXPENSES,
     JUDGMENTS, FINES OR PENAL TIES ACTUALLY AND REASONABLY INCURRED BY HIM OR
HER IN THE
     INVESTIGATION,  DEFENSE,  APPEAL  OR SETTLEMENT OF ANY PROCEEDINQ BUT
NOT, HOWEVER, FOR THE TOTAL
     AMOUNT THEREOF, THE COMPANY SHALL INDEMNIFY SUCH INDEMNITEE FOR THE
PORTION OF SUCH
     EXPENSES, JUDGMENTS, FINE OR PENALTIES TO WHICH THE INDEMNITEE IS ENTITLED.

       11. MUTUAL ACKNOWLEDGEMENT.   THE COMPANY AND EXECUTIVE RESPECTIVELY
ACKNOWLEDGE
     THAT IN CERTAIN INSTANCES, FEDERAL LAW OR APPLICABLE PUBLIC POLICY  MAY
PROHIBIT  THE  COMPANY
     FROM INDEMNIFYING ITS OFFICERS OR DIRECTORS UNDER THIS AGREEMENT OR
OTHERWISE.  THE COMPANY
     HAS UNDERTAKEN OR MAY BE REQUIRED IN THE FUTURE TO UNDERTAKE TO THE
SECURITIES AND EXCHANGE
     COMMISSION TO SUBMIT THE QUESTION OF INDEMNIFICATION TO A COURT IN
CERTAIN CIRCUMSTANCES FOR
     A DETERMINATION OF THE COMPANY'S RIGHT OR OBLIGATION UNDER PUBLIC POLICY
TO INDEMNIFY THE
     INDEMNITEES.

       12. OFFICER AND DIRECTOR LIABILITY INSURANCE.  THE COMPANY SHALL,  FROM
TIME TO TIME,
     MAKE THE GOOD FAITH DETERMINATION WHETHER OR NOT IT IS PRACTICABLE FOR
THE COMPANY TO OBTAIN
     AND MAINTAIN  A POLICY OR  POLICIES OF INSURANCE WITH  REPUTABLE
     INSURANCE COMPANIES PROVIDING THE OFFICERS AND DIRECTORS OF THE COMPANY
WITH COVERAGE FOR
     LOSSES FROM WRONGFUL ACTS, OR TO ENSURE THE COMPANY'S PERFORMANCE OF ITS
INDEMNIFICATION
     OBLIGATIONS UNDER THIS AGREEMENT.   AMONG OTHER CONSIDERATIONS, THE
COMPANY WILL WEIGH THE
     COSTS OF OBTAINING SUCH INSURANCE COVERAGE AGAINST THE PROTECTION
AFFORDED BY SUCH COVERAQE.
     IN ALL POLICIES OF OFFICER LIABILITY INSURANCE, INDEMNITEES SHALL BE
NAMED AS AN INSURED IN SUCH
     A MANNER AS TO PROVIDE INDEMNITEES THE SAME RIGHTS AND BENEFITS AS ARE
ACCORDED TO THE MOST
     FAVORABLY INSURED OF THE COMPANY'S OFFICERS AND DIRECTORS.
NOTWITHSTANDING THE FOREGOING,
     THE COMPANY SHALL HAVE NO OBLIGATION TO OBTAIN OR MAINTAIN SUCH INSURANCE
IF THE COMPANY
     DETERMINES IN GOOD FAITH THAT SUCH INSURANCE IS NOT REASONABLY AVAILABLE,
IF THE PREMIUM COSTS
     FOR SUCH INSURANCE ARE DISPROPORTIONATE TO THE AMOUNT OF COVERAGE
PROVIDED, IF THE COVERAGE
     PROVIDED BY SUCH INSURANCE IS LIMITED BY EXCLUSIONS SO AS TO PROVIDE AN
INSUFFICIENT BENEFIT,
     OR IF INDEMNITEES ARE COVERED BY SIMILAR INSURANCE MAINTAINED BY A
SUBSIDIARY OR PARENT OF
     THE COMPANY.

        13   NOTICE OF INSURERS.  IF, AT THE TIME OF THE RECEIPT OF A NOTICE
OF A PROCEEDING MADE AGAINST
OR INVOLVING AN INDEMNITEE, THE COMPANY HAS A DIRECTOR AND OFFICER LIABILITY
INSURANCE IN  EFFECT,  THE
COMPANY  SHALL   IVE  PROMPT  NOTICE POLICY COMMENCEMENT OF SUCH PROCEEDING TO
GIVE INSURER ISSUING
SUCH POLICY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE POLICY.  THE
COMPANY SHALL THEREAFTER
TAKE ALL NECESSARY OR DESIRABLE ACTION TO CAUSE SUCH INSURER TO PAY, ON BEHALF
OF THE INDEMNITEE, ALL
AMOUNTS PAYABLE AS A RESULT OF SUCH PROCEEDING IN ACCORDANCE WITH THE TERMS OF
SUCH POLICY.

       14. EXCEPTIONS.  ANY OTHER PROVISION HEREIN TO THE CONTRARY NOTWI THSTA
NDING, THE
     COMPANY SHALL NOT BE OBLIGATED PURSUANT TO THE TERMS OF THIS AGREEMENT;

          (A) CLAIMS INITIATED BY AN INDEMNITEE.  TO INDEMNIFY OR ADVANCE
EXPENSES TO AN
     INDEMNITEE WITH RESPECT TO PROCEEDINGS INITIATED OR BROUGHT VOLUNTARILY
BY THE INDEMNITEE
     AND NOT BY WAY OF DEFENSE,  EXCEPT WITH  RESPECT  TO  PROCEEDINGS
BROUGHT TO ESTABLISH OR
     ENFORCE A RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT OR ANY OTHER
STATUTE OR OTHERWISE AS
     REQUIRED UNDER SECTION 145 OF THE DELAWARE GENERAL CORPORATION LAW, BUT
SUCH
     INDEMNIFICATION OR ADVANCEMENT OF EXPENSES MAY BE PROVIDED BY THE COMPANY
IN SPECIFIC
     CASES IF THE BOARD OF DIRECTORS HAS APPROVED THE INITIATION OR BRINGING
OF SUCH SUIT; OR

      (B) LACK OF GOOD FAITH.  TO INDEMNIFY AN INDEMNITEE FOR ANY EXPENSES
INCURRED BY
     INDEMNITEE WITH RESPECT TO ANY PROCEEDING INSTITUTED BY INDEMNITEE TO
ENFORCE OR INTERPRET
     THIS AGREEMENT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT EACH
OF THE MATERIAL
     ASSERTIONS MADE BY THE INDEMNITEE IN SUCH PROCEEDING WAS NOT MADE IN GOOD
FAITH OR WAS
     FRIVOLOUS; OR

          (C) INSURED CLAIMS.  TO INDEMNIFY AN INDEMNITEE FOR EXPENSES OR
LIABILITIES OIF ANY TYPE
     WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, JUDGMENTS, FINES, ERISA EXCISE
TAXES OR PENAL TIES,
     AND AMOUNTS PAID IN SETTLEMENT) WHICH HAVE BEEN PAID DIRECTLY TO

          INDEMNITEE BY AN INSURANCE CARRIER UND ERA POLICY OF OFFICERS' AND
DIRECTORS' LIABILITY
     INSURANCE MAINTAINED BY THE COMPANY; OR

          (D) CLAIMS UNDER SECTION 16(B).   TO INDEMNIFY AN INDEMNITEE FOR
EXPENSES AND THE
     PAYMENT OF PROFITS ARISING FROM THE PURCHASE OR SALE BY THE INDEMNITEE OF
SECURITIES IN
     VIOLATION OF SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANY
SIMILAR SUCCESSOR
     STATUTE.

       15. CONSENT TO JURISDICTION.  TO THE EXTENT PERMITTED BY LAW, ANY AND
ALL DISPUTES, LEGAL
     ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RE A ING TO THIS
AGREEMENT OR THE TRANSACTIONS
     CONTEMPLATED HEREBY, WHETHER LEGAL OR EQUITABLE IN NATURE, OR ARISING OUT
OF CONTRACT OR TORT
     CLAIMS, MUST BE BROUGHT ONLY IN ANY NEW YORK OR FEDERAL COURT LOCATED IN
THE CITY OF NEW
     YORK, STATE OF NEW YORK, OR THE ASSERTION OF AHY CLAIM OF BENEFITS
HEREUNDER, THE COMPANY AND
     EACH INDEMNITEE, REGARDLESS OF THEIR RESIDENCE, EACH IRREVOCABLY SUBMITS
TO THE EXCLUSIVE
     JURISDICTION OF THE COURTS LOCATED IN THE CITY OF NEW YORK, STATE OF NEW
YORK, IN ANY DISPUTE,
     LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS
     CONTEMPLATED HEREBY.

       16. SAVINGS CLAUSE.  IF THIS AGREEMENT OR ANY PORTION OF THIS AGREEMENT
SHALL BE
     INVALIDATED ON ANY GROUND BY ANY COURT OF COMPETENT JURISDICTION,  THEN
THE COMPANY SHALL
     NEVERTHELESS INDEMNIFY EACH INDEMNITEE AS TO EXPENSES, JUDGMENTS, FINES
AND PENALTIES WITH
     RESPECT TO ANY PROCEEDING TO THE FULLEST EXTENT PERMITTED BY ANY
APPLICABLE PORTION OF THIS
     AGREEMENT THAT SHALL NOT HAVE BEEN SO INVALIDATED, OR BY ANY OTHER
APPLICABLE LAW.

       17. ENTIRE AGREEMENT.  THIS AGREEMENT CONTAINS THE FULL AND COMPLETE
UNDERSTANDING OF
     THE PARTIES HERETO WITH REFERENCE TO THE SUBJECT MATTER HEREOF AND
SUPERCEDES ALL PRIOR
     AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL PERTAINING THERETO.

       18. COUNTERPARTS.  THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH
     OF WHICH SHALL CONSTITUTE AN ORIGINAL.

       19. SUCCESSORS  AND ASSIGNS.   THIS AGREEMENT SHALL BE BINDING UPON THE
COMPANY AND
     ITS SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF EACH
INDEMNITEE AND EACH
     INDEMNITEE'S RESPECTIVE ESTATE, HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS.

       20. ATTORNEYS'  FEES.   IN THE EVENT THAT ANY ACTION IS INSTITUTED
UNDER THIS AGREEMENT BY
     AN INDEMNITEE TO ENFORCE OR INTERPRET OF THE TERMS HEREOF, SUCH
INDEMNITEE SHALL BE ENTITLED
     TO BE PAID  ALL COURT COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES,
INCURRED BY THE INDEMNITEE
     WITH RESPECT TO SUCH ACTION, UNLESS AS A PART OF SUCH ACTION, THE COURT
OF COMPETENT JURISDICTION
     DETERMINES THAT EACH OF THE MATERIAL ASSERTIONS MADE BY THE INDEMNITEE AS
A BASIS FOR SUCH
     ACTION WERE NOT MADE IN GOOD FAITH OR WERE FRIVOLOUS.  IN THE EVENT OF AN
ACTION INSTITUTED BY
     OR IN THE NAME OF THE COMPANY UNDER THIS AGREEMENT TO ENFORCE OR
INTERPRET ANY OF THE TERMS
     OF THIS AGREEMENT, AN INDEMNITEE SHALL BE ENTITLED TO BE PAID ALL COURT
COSTS AND EXPENSES,
     INCLUDING ATTORNEYS' FEES, INCURRED BY THE INDEMNITEE IN DEFENSE OR SUCH
ACTION (INCLUDING
     WITH RESPECT TO INDEMNITEE'S COUNTERCLAIMS AND CROSS-CLAIMS MADE IN SUCH
ACTION), UNLESS AS
     A PART OF SUCH ACTION THE COURT DETERMINES THAT EACH OF SUCH INDEMNITEE'S
MATERIAL DEFENSES
     TO SUCH ACTION WERE MADE IN BAD FAITH OR WERE FRIVOLOUS.  AS USED IN
SECTION 19, ATTORNEYS' FEES
     SHALL BE DEEMED TO MEAN THE FULL AND ACTUAL COSTS OF ANY LEGAL SERVICES
ACTUALLY PERFORMED IN
     CONNECTION WITH THE MATTERS INVOLVED, CALCULATED ON THE BASIS OF THE
USUAL FEE CHARGED BY THE
     ATTORNEY PERFORMING SUCH SERVICES AND SHALL NOT BE LIMITED TO "REASONABLE
ATTORNEYS'  FEES" AS
     DEFINED IN ANY STATUTE OR RULE OF COURT.

       21. NOTICE.   ALL  NOTICES,  REQUESTS,  DEMANDS AND OTHER
COMMUNICATIONS UNDER THIS
     AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN (I) IF
DELIVERED BY HAND AND
     RECEIPTED FOR BY THE PARTY ADDRESSEE, ON THE DATE OF SUCH RECEIPT, OR
(II) IF MAILED BY DOMESTIC
     CERTIFIED OR REGISTERED MAIL WITH POSTAGE PREPAID, ON THE SECOND BUSINESS
DAY AFTER THE DATE
     POSTMARKED. ADDRESSES FOR NOTICE TO EITHER PARTY ARE AS SHOWN ON THE
SIGNATURE PAGE OF THIS
     AGREEMENT, OR AS SUBSEQUENTLY MODIFIED BY WRITTEN NOTI CE.

       22. GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.


       IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS
OF THE DATE
     AND YEAR FIRST ABOVE WRITTEN.


                        ORBIT INTERNATIONAL CORP.






                             80 CABOT COURT
                        HAUPPAUGE, NEW YORK  11788

                      BY:     BRUCE REISSMAN



                   VICE PRESIDENT AND CHIEF OPERATING
                                 OFFICER
                         DENNIS SUNSHINE ("EXECUTIVE")

                        ADDRESS:

                        32 RYDER AVENUE
                        DIX HILLS, NEW YORK 11746


                             ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS









EXHIBIT 23
INDEPENDENT AUDITOR'S CONSENT


TO THE BOARD OF DIRECTORS
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES


WE HEREBY CONSENT TO INCORPORATION BY REFERENCE IN REGISTRATION NUMBER
333-25979 ON FORM S-8
OF OUR REPORT DATED MARCH 8, 2002, ON THE CONSOLIDATED BALANCE SHEET OF ORBIT
INTERNATIONAL CORP.
AND SUBSIDIARIES AS OF DECEMBER 31, 2001 AND 2000 AND THE RELATED CONSOLIDATED
STATEMENTS OF
OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE YEARS THEN ENDED,
WHICH APPEAR IN THE
DECEMBER 31, 2001 ANNUAL REPORT ON FORM 10-KSB OF ORBIT INTERNATIONAL CORP.



GOLDSTEIN GOLUB KESSLER LLP
NEW YORK, NEW YORK

MARCH 29, 2002
IN MARCH 2001, THE COMPANY ENTERED INTO A SALE-LEASEBACK OF ITS OPERATING
FACILITY WHEREBY IT
RECEIVED PROCEEDS OF $3,000,000 AND ENTERED INTO AN OPERATING LEASE WITH AN
INITIAL TERM EXPIRING
IN 2013.  THE LEASE MAY BE EXTENDED BY THE COMPANY AT ITS OPTION THROUGH
FEBRUARY 2025.  THE
COMPANY USED THE PROCEEDS FROM THE SALE TO PAY OFF THE AMOUNT OUTSTANDING
UNDER ITS EXISTING
MORTGAGE WITH THE REMAINDER USED FOR WORKING CAPITAL.  FUTURE MINIMUM LEASE
PAYMENTS UNDER
THE LEASE AGREEMENT ARE AS FOLLOWS:

                YEAR ENDING DECEMBER 31,
                 2002
                 2003
                 2004
                 2005
                 2006
                 THEREAFTER