EXHIBIT 10.21

                    AMENDMENT AND WAIVER TO CREDIT AGREEMENT


     This  Amendment  and Waiver to Credit Agreement (this "AMENDMENT") is dated
as  of  the  31st  day  of March, 2011 and is by and between Orbit International
Corp.,  Behlman  Electronics,  Inc.,  Tulip  Development  Laboratory,  Inc.  and
Integrated  Consulting  Services,  Inc.  d/b/a Integrated Combat Systems (each a
"BORROWER"  and  collectively,  the  "BORROWERS"),  and  Capital  One,  National
Association  ("BANK")  (this  "AMENDMENT").

     WHEREAS,  on March 10, 2010 the Bank made available to the Borrowers a line
of  credit  in  the  amount  of  $3,000,000.00  and a term loan in the amount of
$4,654,761.84  pursuant to a Credit Agreement dated as of March 10, 2010 between
the  Borrowers  and  the  Bank  (as  amended  from  time  to  time,  the "CREDIT
AGREEMENT")  and  evidenced  by, respectively, a Line of Credit Note dated March
10, 2010 from the Borrowers to the Bank (as amended from time to time, the "LINE
OF  CREDIT NOTE") and the Term Loan Note dated March 10, 2010 from the Borrowers
to  the Bank (as amended from time to time, the "TERM LOAN NOTE") and secured by
a  Security  Agreement  dated March 10, 2010 from the Borrowers to the Bank (the
"SECURITY  AGREEMENT")  (the Credit Agreement, the Line of Credit Note, the Term
Loan  Note,  the  Security  Agreement,  and  all  other  documents  executed and
delivered  in  connection  therewith,  collectively, the "FINANCING DOCUMENTS");

     WHEREAS,  the  Borrowers  have  requested  that  the  Bank  modify  certain
covenants  set  forth  in the Credit Agreement and waive compliance with certain
covenants  set  forth  in  the  Credit  Agreement  to  which the Bank has agreed
provided  the  Borrowers  enter  into  this  Amendment;

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which is hereby acknowledged, the Borrowers and the Bank hereby
agree  as  follows:

1.          Capitalized  terms  not  defined  herein  shall have the meaning set
forth  in  the  Credit  Agreement.

2.     The definition of "Consolidated Debt Service Coverage Ratio" set forth in
Section  1.01  of the Credit Agreement is hereby amended to read in its entirety
as  follows:

     "Consolidated  Debt  Service  Coverage  Ratio"  means  the  ratio  of  the
Borrowers'  (1)  earnings before interest, taxes, depreciation and amortization,
plus  non-cash  goodwill  impairment  charges,  plus  non-cash  share-based
----                                            ----
compensation  expense,  plus  costs  related  to  non-renewal  of senior officer
                        ----
contract,  minus  cash  taxes, minus cash stock repurchases, each calculated for
           -----               -----
the  immediately preceding four quarters, to (2) current maturities of long term
Debt  and  lease  obligations  plus scheduled payments to former officer for the
                               ----
following four quarters plus interest expense for the immediately preceding four
                        ----
quarters,  all  calculated  in  accordance  with  GAAP  and  tested  quarterly.
3.     The  definition  of  "Line  of Credit Maturity Date" set forth in Section
1.01  of  the  Credit  Agreement  is  hereby  amended to read in its entirety as
follows:

     "Line  of  Credit  Maturity  Date"  means  August  15,  2011.

4.     The  following  definition  is hereby added to Section 1.01 of the Credit
Agreement:

     "Liquidity"  shall  mean  cash  plus  marketable  securities  plus  net
                                     ----                          ----
availability  under  the  Borrowing  Base before adding back cash and marketable
securities  and  tested daily and submitted with the Borrowing Base Certificate.

5.     The  following  Section  5.12  is  hereby  added to the Credit Agreement:

     Section  5.12.     Establishment  of  Blocked  Account.
                        -----------------------------------
On  or before April 30, 2011, Orbit International Corp. and Behlman Electronics,
Inc.  shall establish a blocked account at Capital One, National Association and
Tulip  Development  Laboratory,  Inc.  and  Integrated Consulting Services, Inc.
d/b/a  Integrated  Combat  Systems  shall  establish  a  blocked account (each a
"Blocked  Account"  and  collectively,  the "Blocked Accounts") at a third party
 ----------------                            ----------------
bank (the "Third Party Bank"), in the Bank's and the Third Party Bank's name, as
           ----------------
applicable,  for  the benefit of the Borrowers.  Upon the occurrence of an Event
of Default which continues beyond any applicable notice or cure period, the Bank
may  require  that the Borrowers direct all of their Account Debtors to make all
payments  on  the Accounts directly to a post office box ("Lock Box") at Capital
                                                           --------
One,  National Association with respect to Orbit International Corp. and Behlman
Electronics, Inc., and at the Third Party Bank with respect to Tulip Development
Laboratory,  Inc.  and  Integrated  Consulting  Services,  Inc. d/b/a Integrated
Combat Systems, with, in the name of, and under exclusive control of the Bank or
the  Third  Party  Bank,  as  applicable.  All payments received in the Lock Box
shall be deposited into the Blocked Accounts, and the Borrowers will immediately
deposit  into  the  Blocked  Accounts all payments received by the Borrowers for
inventory  or services sold, leased or rendered by the Borrowers and received by
the  Borrowers  in  the  identical  form  in  which such payments were received,
whether  by cash or check.  If the Borrowers, any Affiliate or Subsidiary of the
Borrowers,  or  any  shareholder,  officer,  director,  employee or agent of the
Borrowers  or  any Affiliate or Subsidiary, or any other Person acting for or in
concert  with  the  Borrowers shall receive any monies, checks, notes, drafts or
other  payments  relating  to  or  as  proceeds  of accounts receivable or other
Collateral,  the  Borrowers and each such Person shall receive all such items in
trust  for,  and  as  the  sole and exclusive property of, the Bank or the Third
Party  Bank,  as  applicable,  for  its  benefit  and,  immediately upon receipt
thereof,  shall remit the same (or cause the same to be remitted) in kind to the
Blocked  Account.  The  Borrowers  agree  that  all payments made to the Blocked
Accounts established by the Borrowers or otherwise received by the Bank, whether
in  respect  of the accounts receivable of the Borrowers or as proceeds of other
Collateral  of  the  Borrowers  or otherwise, will be applied, on account of the
Line of Credit Loans, on account of any scheduled currently due monthly payments
on  the  Term Loan and also on account of such other due and payable obligations
(excluding payments on the Term Loan which are not currently due and payable) of
the  Borrowers  as the Bank shall determine in accordance with the terms of this
Agreement.  The  Borrowers  agree  to pay all fees, costs and expenses which the
Borrowers  incur  in  connection  with  opening  and  maintaining a Lock Box and
Blocked  Account.  All  of  such fees, costs and expenses which remain unpaid by
the  Borrowers  pursuant  to  any Lock Box or Blocked Account Agreement with the
Borrowers,  to the extent same shall have been paid by the Bank hereunder, shall
constitute  Line of Credit Loans hereunder, shall be payable to the Bank for its
benefit  by  the  Borrowers upon demand, and, until paid, shall bear interest at
the highest rate then applicable to Line of Credit Loans hereunder.  All checks,
drafts,  instruments  and  other  items  of  payment  or  proceeds of collateral
delivered  to  the Bank or the Third Party Bank in kind shall be endorsed by the
Borrowers  to  the  Bank  or  the  Third Party Bank, as applicable, and, if that
endorsement  of  any such item shall not be made for any reason, the Bank or the
Third Party Bank, as applicable, is hereby irrevocably authorized to endorse the
same on the Borrowers' behalf.  For the purpose of this paragraph, the Borrowers
irrevocably  hereby  make,  constitute  and appoint the Bank and the Third Party
Bank,  as applicable, (and all Persons designated by the Bank or the Third Party
Bank,  as  applicable,  for  that  purpose)  as  the  Borrowers' true and lawful
attorney  and  agent-in-fact (i) to endorse each Borrower's name upon said items
of  payment  and/or proceeds of collateral of the Borrowers and upon any chattel
paper,  document,  instrument, invoice or similar document or agreement relating
to any accounts receivable of the Borrowers or goods pertaining thereto; (ii) to
take  control in any manner of any item of payment or proceeds thereof; (iii) to
have  access  to any lock box or postal box into which any of Borrowers' mail is
deposited;  and  (iv)  open  and  process all mail addressed to any Borrower and
deposited  therein.

6.     Section  7.01  of  the  Credit Agreement is hereby amended to read in its
entirety  as  follows:

     Section 7.01. Consolidated Debt Service Coverage Ratio. Commencing with the
                   ----------------------------------------
period  ending  September  30,  2011  and at all times thereafter, the Borrowers
shall  maintain a Consolidated Debt Service Coverage Ratio of not less than 1.25
to  1.00  (to  be  tested  as  of  the end of September 30, 2011 and each Fiscal
Quarter  thereafter  on  a  rolling  four  (4)  quarter  basis).
7.     Section  7.03  of  the  Credit Agreement is hereby amended to read in its
entirety  as  follows

     Section  7.03.  The  Borrowers,  on  a consolidated basis, shall have a net
profit  before interest, taxes and Bank and other legal fees associated with the
waivers  and amendments to this Agreement dated as of March 31, 2011 of not less
than  (i)  One  Hundred  Thousand  Dollars  ($100,000.00) for the Fiscal Quarter
ending  March  31,  2011  and  (ii)  Five  Hundred  Thirty  Thousand  Dollars
($530,000.00)  for  the  Fiscal  Quarter  ending  June  30,  2011.

8.     The  following  Section  7.04  is  hereby  added to the Credit Agreement:

     Section  7.04  Liquidity.  The  Borrowers  shall  maintain  at  all times a
                    ---------
minimum  Liquidity  of  not  less  than  $1,200,000.00.

9.     The  Bank  hereby  waives  compliance  with  Section  7.03 for the Fiscal
Quarter  ending  December  31,  2010  provided  the actual operating loss before
goodwill  and  Intangible  Asset  impairment  charges  was  not  greater  than
$2,101,000.00  as  at  December  31,  2010.

10.     Exhibit  H  of  the  Credit  Agreement  is hereby amended to read in its
entirety  as  follows:

                             CONTINUED ON NEXT PAGE

<PAGE>
                                   EXHIBIT H


CAPITAL ONE, N.A.
ASSET BASED LENDING DEPARTMENT             BORROWING BASE/LIQUIDITY CERTIFICATE
           COMPANY NAME:               ORBIT INTERNATIONAL CORP AND SUBSIDIARIES
           -------------               -----------------------------------------
                  DATE:
                 ------
                                                Orbit
                                           International  Behlman  Tulip   ICS
                                           ------------   -------  ----  ------
1.Accounts Receivable (line 5 of previous BBC) $         $          $     $

2.Additions to Accounts Receivable
   since last BBC
    New Sales Dated _____/_____/_____
                 to _____/_____/_____          $         $          $      $
                    (Attach Sales Register)

3.Reductions to Accounts Receivable since last BBC
(A) Gross Reductions
 (Remit # ________ to ________)                $         $          $       $

(B) Credit Memos issued since
     last BBC                                 $          $          $       $

(C) Total Reductions                          $          $          $       $

4. Other Adjustments to
  Accounts Receivable (*Explain)              $          $          $       $

5. New Accounts Receivable Balance            $          $          $       $

6.Total Ineligible Accounts
  (line G. from last Monthly BBC)             $          $          $       $

7.Eligible Accounts Receivable
  (line 5 minus line 6)                       $          $          $       $

8. Accounts Receivable Availability
    (85% of line 7)                           $          $          $       $

9. Total Accounts Receivable Avail.
   (Orbit, Behlman, Tulip and ICS - line 8)   $

10. Gross Eligible Inventory
    (From last monthly BBC)                   $          $          $        $

11. Total Gross Eligible Inventory
   (Orbit, Behlman, Tulip and ICS - line 10)  $

12. Inventory Avail. (the lesser of $3MM,
     50% of line 11 or Line 9)                $

13. TOTAL GROSS AVAILABILITY - A/R
      & INVENTORY (line 9 + 12)               $

14.  NEW LINE OF CREDIT LOAN BALANCE          $

15.  AVAILABILITY BEFORE TERM LOAN (13-14)    $

16.  TERM LOAN OUTSTANDING                    $

17.  AVAILABILITY BEORE CASH AND MKT.
      SECURITIES (15-16)                      $

18. If shortfall CASH AND MKT. Securities
     over $1,000M                             $

19. If shortfall enter APPROVED
      OVERADVANCE ONLY                        $

19. Collateral Availability/Shortfall         $

   *Explain:
            -------------------


If a collateral shortfall exists, the loan balance MUST be reduced, or cash
collateral provided, for an amount greater than or equal to the shortfall.

                             LIQUIDITY COVENANT COMPLIANCE

a)Cash + Marketable Securities                                $
b)Borrowing Base Availability before adding back Cash and
 Marketable securities (Line 17 of Borrowing Base Certificate)$
c)Liquidity (a + b)                                           $
d)Required Liquidity                                          $     1,200,000.00
e)Excess/(Shortfall) (c - d)                                  $
f)In compliance? Circle One                                    Yes     /     No

The undersigned hereby certifies to Capital One, N.A. (the "Bank") that (1) the
information provided herein is true, correct, complete and accurate as of the
dates stated above and has been prepared in a manner consistent with the
preparation of prior Borrowing Base/Liquidity Certificates to the Bank, (2)
except as set
forth below, the undersigned is currently in compliance with all terms,
covenants, conditions contained in any agreement between the Bank and the
undersigned and in each of the other loan documents, and all of the
undersigned's representations and warranties in any other loan documents are
currently
true and correct, and (3) except as set forth below, no default or event of
default has occurred and is currently continuing under any agreement between
the undersigned and the Bank, or will occur after giving effect to any loan
requested herewith.  The undersigned agrees that in the event of any conflict
between the Borrowing Base/Liquidity Certificate and other loan documents, the
terms of the other loan documents shall control.  The undersigned further
acknowledges that the Bank will rely on the foregoing in making credit available
to the undersigned.

ORBIT INTERNATIONAL CORP AND SUBSIDIARIES

Prepared by: _____________________ Authorized Signature:________________________


<PAGE>



11.     The  obligation  of  the Bank to enter into this Amendment is subject to
the  following:

     (a)     Receipt  by  the  Bank  of  a  fully  executed  counterpart of this
Amendment  from  the  Borrowers;

(b)     The  Borrowers  shall have established Blocked Accounts at the Bank or a
Third  Party  Bank  by  April  30,  2011;

(c)     Receipt  by  the  Bank of fully executed Blocked Account Agreements from
Orbit  International Corp. and Behlman Electronics, Inc. by April 6, 2011, which
Blocked  Account  Agreements  shall be in form and substance satisfactory to the
Bank;

(d)     Receipt  by  the  Bank  of  a  copy  of  fully  executed Blocked Account
Agreements  between  Tulip  Development  Laboratory, Inc., Integrated Consulting
Services,  Inc.  d/b/a Integrated Combat Systems and a Third Party Bank by April
30,  2011;

     (e)     Receipt  by  the Bank of an assignment of life insurance policy no.
950650077PR  (the "Life Insurance Policy") issued by Metropolitan Life Insurance
Company  (the  "Insurance  Company")  insuring Dennis Sunshine by April 6, 2011,
which  assignment  shall  be  in  form  and  substance satisfactory to the Bank;

(f)     The  Borrowers shall convert the Life Insurance Policy to cash and shall
cause  the  Insurance  Company to deposit in the Blocked Account at the Bank the
sum  of  not  less  than  Five  Hundred Seventy Five Thousand and 00/100 Dollars
($575,000.00) (the "Cash Deposit"), representing a portion of the cash surrender
value  of  the  Life Insurance Policy, on or before October 15, 2011, which Cash
Deposit  shall be pledged to the Bank as additional collateral for the Loans and
the  Borrowers  shall  execute  and  deliver  such  documents,  if  any,  as may
reasonably  be  required  by  the  Bank  to  evidence  said  pledge;  and

     (g)     The  Borrowers  shall pay to the Bank its fee for this Amendment in
the  amount  of  $10,000.00  together  with  all  other  fees  and out-of-pocket
disbursements  incurred by the Bank in connection with this Amendment, including
legal fees incurred by the Bank in the preparation, consummation, administration
and  enforcement  of  this  Amendment.

12.     The  Borrowers  ratify  and  reaffirm  the  Financing  Documents and the
Financing  Documents,  as hereby amended, shall remain in full force and effect.

13.     The  Borrowers  represent  and  warrant that (a) the representations and
warranties  contained  in  the  Credit  Agreement  are  true  and correct in all
material  respects  as  of  the date of this Amendment, (b) no condition, at, or
event which could constitute an event of default under the Credit Agreement, the
Notes  or any other Financing Documents exists, and (c) no condition, event, act
or  omission  has occurred, which, with the giving of notice or passage of time,
would  constitute  an  event of default under the Credit Agreement, the Notes or
any  other  Financing  Document.

14.     The  Borrowers  acknowledge  that  as of the date of this Amendment they
have  no  offsets or defenses with respect to all amounts owed by it to the Bank
arising  under  or related to the Financing Documents on or prior to the date of
this  Amendment.  The Borrowers fully, finally and forever release and discharge
the Bank and its successors, assigns, directors, officers, employees, agents and
representatives  from  any  and  all  claims,  causes  of  action,  debts  and
liabilities,  of whatever kind or nature, in law or in equity, whether now known
or  unknown to them, which they may have and which may have arisen in connection
with  the Financing Documents or the actions or omissions of the Bank related to
the  Financing  Documents  on  or  prior  to  the  date  hereof.  The  Borrowers
acknowledge and agree that this Amendment is limited to the terms outlined above
and  shall  not  be  construed  as  an  agreement  to  change any other terms or
provisions  of  the  Financing  Documents.  This Amendment shall not establish a
course  of  dealing or be construed as evidence of any willingness on the Bank's
part  to  grant  other  or  future  agreements,  should  any  be  requested.

15.     This  Amendment  is  a modification only and not a novation.  Except for
the  above-quoted  modifications,  the Financing Documents, any loan agreements,
credit  agreements,  reimbursement  agreements,  security agreements, mortgages,
deeds  of  trust,  pledge  agreements,  assignments,  guaranties, instruments or
documents executed in connection with the Financing Documents, and all the terms
and  conditions  thereof,  shall be and remain in full force and effect with the
changes  herein  deemed  to  be  incorporated  therein.  This Amendment is to be
considered  attached  to  the Financing Documents and made a part thereof.  This
Amendment  shall  not  release  or  affect the liability of any guarantor of the
Notes  or  credit  facility executed in reference to the Financing Documents, if
any,  or  release  any owner of collateral granted as security for the Financing
Documents.  The validity, priority and enforceability of the Financing Documents
shall  not  be  impaired  hereby.  To  the  extent  that  any  provision of this
Amendment  conflicts  with  any  term  or  condition  set forth in the Financing
Documents,  or any document executed in conjunction therewith, the provisions of
this  Amendment  shall  supersede  and control.  The Bank expressly reserves all
rights  against  all  parties  to  the  Financing  Documents.

16.     This  Amendment  shall  be governed and construed in accordance with the
laws  of  the  State  of  New  York

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as
of  the  day  and  year  first  above  written.

                                   BORROWERS:
ORBIT INTERNATIONAL CORP.

By:  /s/ David Goldman
    -------------------
Name:  David  Goldman
Title: Acting  Chief  Financial  Officer

BEHLMAN ELECTRONICS, INC.

By: /s/ David Goldman
    ------------------
Name:  David  Goldman
Title: Chief  Financial  Officer

TULIP DEVELOPMENT LABORATORY, INC.

By:  /s/ David Goldman
    -------------------
Name:  David  Goldman
Title: Chief  Financial  Officer

INTEGRATED CONSULTING SERVICES, INC.

By:  /s/ David Goldman
     ------------------
Name:  David  Goldman
Title: Chief  Financial  Officer

BANK:

CAPITAL  ONE,
NATIONAL  ASSOCIATION

By:  /s/ Dawn Juliano
    -------------------
Name:     Dawn  Juliano
Title:    Vice  President