UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington,  DC  20549

                                 FORM  10-K
(Mark  One)

X    ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
=    ACT  OF  1934  for  the  fiscal  year  ended  December  31,  2009

     or

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934  for  the  transition  period  from ____ to  ____

                    Commission  File  No.  0-3936

                     ORBIT  INTERNATIONAL  CORP.
      (Name  of  registrant  as  specified  in  its  charter)

             DELAWARE                                      11-1826363
     (State  or  Other  Jurisdiction  of               (I.R.S.  Employer
       Incorporation  or  Organization)                Identification  No.)

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

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

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

COMMON STOCK, $.10 PAR VALUE PER SHARE            NASDAQ CAPITAL MARKET
-------------------------------------- ---------------------------------------
       (TITLE OF EACH CLASS)         (NAME OF EACH EXCHANGE ON WHICH REGISTERED)

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

Indicate  by  check  mark  if the registrant is a well-known seasoned issuer, as
defined  in  Rule  405  of  the  Securities  Act.
     Yes               No  X
                           =

Indicate  by  check  mark  if  the  registrant  is  not required to file reports
pursuant  to  Section  13  or  Section  15(d)  of  the  Act.
     Yes                    No X
                               =

Indicate by check mark whether the Registrant (1) has 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  whether  Registrant  has submitted electronically and
posted on its Corporate Website, if any, every Interactive Data File required to
be  submitted and posted pursuant to Rule 405 of Regulation S0t( 232.405 of this
Chapter)  during  the  preceding  12 months (or for such shorter period that the
Registrant  was  required  to  submit  and  posted  such  files).
               Yes          No
Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K. X
            =

Indicate  by  check mark whether the Registrant is a large accelerated filer, an
accelerated  filer,  a  non-accelerated  filer,  or a smaller reporting company.
Large  accelerated  filer     Accelerated  Filer
Non-accelerated  filer        Smaller  reporting  company  X
                                                           =
Indicate  by check mark whether the Registrant is a shell company (as defined in
Rule  12b-2  of  the  Act).Yes     No  X
                                       =

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  Capital  Market  on  June  30,  2009):  $9,908,979

Number  of  shares  of  common stock outstanding as of March 30, 2010: 4,581,074
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  2010  Annual  Meeting of
Stockholders.

------
PART I
------

               INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

          Statements in this Annual Report on Form 10-K which are not statements
of historical or current fact 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  (the  "Exchange  Act").  Such
forward-looking  statements  involve  known and unknown risks, uncertainties and
other  factors  that could cause our actual financial or operating results to be
materially  different  from  the  historical  results or from any future results
express  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  our most recent results.  In
addition  to  statements  which  explicitly describe any risks and uncertainties
(including factors noted in Item 7 below - "Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations"),  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 our reports and
registration  statements  filed  with  the  Securities  and Exchange Commission.
While  we  may  elect  to update forward-looking statements at some point in the
future,  we specifically disclaim any obligation to do so, even if our estimates
change.


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.  We conduct
our  operations  through  our Orbit Instrument Division ("Orbit Instrument") and
our  wholly  owned  subsidiaries,  Behlman  Electronics,  Inc.  ("Behlman"), TDL
Development  Laboratory,  Inc. ("TDL") and Integrated Consulting Services, Inc.,
d/b/a  Integrated Combat Systems ("ICS"). Through our Orbit Instrument Division,
which  includes  our  wholly owned subsidiaries, Orbit Instrument of California,
Inc.  and  TDL, we are engaged in the design, manufacture and sale of customized
electronic  components  and  subsystems.  ICS,  based  in  Louisville, Kentucky,
performs systems integration for gun weapons systems and fire control interface,
as well as logistics support and documentation. Behlman is engaged in the design
and  manufacture  of  high  quality  commercial power units, AC power, frequency
converters, uninterruptible power supplies and commercial-off-the-shelf ("COTS")
power  solutions.


FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS

     We  currently  operate  in two industry segments.  Our Electronics Group is
comprised  of  our  Orbit  Instrument  Division, our TDL subsidiary, and our ICS
subsidiary.  Orbit  Instrument and TDL are engaged in the design and manufacture
of electronic components and subsystems. ICS performs system integration for gun
weapons  systems  and  fire  control  interface as well as logistics support and
documentation.  Our  Power  Group  is comprised of our Behlman subsidiary and is
engaged  in  the  design  and  manufacture  of  commercial  power  units.

     The  following sets forth certain selected historical financial information
relating  to  our  business  segments:

<TABLE>
<CAPTION>

                                       December 31,
                                       ------------
                                     2009           2008
                              -----------   ------------
<S>                           <C>           <C>
Net sales (1):
---------
Electronics Group
    Domestic                   $13,595,000   $15,678,000
    Foreign                      3,116,000     1,851,000
                              ------------  ------------
Total Electronics Group        $16,711,000   $17,529,000

Power Group
    Domestic                   $ 9,014,000   $ 8,605,000
    Foreign                      1,170,000     1,516,000
                              ------------  ------------

Total Power Group              $10,184,000   $10,121,000

Operating income (loss) (2):

Electronics Group              $(1,569,000)  $(6,059,000)
Power Group                    $ 1,509,000   $ 1,654,000

Assets:

Electronics Group              $12,629,000   $12,888,000
Power Group                    $ 5,916,000   $ 5,834,000
<FN>
(1)     Includes  intersegment  sales.
(2)     Exclusive of corporate overhead expenses, interest expense, and
investment and other income- net, which are not allocated to the business
segments. Includes goodwill and intangible assets impairment charges of
$2,048,000 and $6,889,000 in 2009 and 2008, respectively.
</TABLE>


     Additional financial information relating to the business segments in which
Orbit  conducts  its  operations  is  set  forth  in Note 16 to the Consolidated
Financial  Statements  appearing  elsewhere  in  this  report.



DESCRIPTION  OF  BUSINESS


GENERAL


     Our  Electronics  Group  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, primarily in support of specific military programs.  More
recently,  we  have  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.  Our Electronics Group's products,
which in all cases are designed for customer requirements on a firm, fixed-price
contract  basis,  have  been  successfully incorporated into systems deployed on
surveillance  aircraft,  including  E-2C, E-2D, 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,  including  the  TAD  (Towed  Artillery
Digitization)  fire  control  system.  Through  ICS,  the Electronics Group also
performs  (i)  analysis  and  evaluation  of  medium and major caliber Naval Gun
Weapon  Systems  performance,  including interoperability and compatibility with
combat  systems,  interface systems, ammunition, subsystems and components, (ii)
engineering  requirements,  such  as  the  design, integration and production of
medium  and  major  caliber  Naval  Gun  Weapon  Systems'  components  and (iii)
engineering  supplies  and services in support of medium and major caliber Naval
Gun  Weapon  Systems  initiatives, including the development of test plans, test
equipment,  test articles/units, analyses, trouble shooting, repair, maintenance
and  reporting.

     Our  Power  Group  manufactures  and sells 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),  "uninterruptible  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
our  Behlman  subsidiary  designs and manufactures power solutions that use COTS
power  modules  to  meet  customer  specifications.







PRODUCTS

Electronics  Group

     IFF-  Identification  Friend  or  Foe

     Our  Orbit  Instrument Division has designed and developed a remote control
unit  ("RCU") that has supported the Common Transponder ("CXP") program for both
the  U.S.  Navy  and  U.S. Army. Our RCU has been fully qualified for shipboard,
aircraft and ground based programs, which are now functional and supporting U.S.
forces  in  air,  sea  and  ground  battlefield  conditions. Orbit's RCU now has
embedded  proprietary  software  code  for  Mode  S,  Enhanced Traffic Alert and
Collision  Avoidance  Systems  ("ETCAS"),  and  Mode  5 IFF combat applications.

     After  shipping more than 3,000 units in support of U.S. Army and U.S. Navy
CXP  program  requirements,  our  Orbit  Instrument  division  has  designed and
qualified a new Integrated Remote Control Unit ("IRCU") which has been qualified
to  support  U.S.  Air  Force  retrofit  program,  as  well  as  new  program
opportunities.

     Intercommunication Panels

     Our  Orbit  Instrument division has designed and developed various types of
shipboard  communication  terminals.  These  communication  terminals  support
existing  shipboard  secure  and  non-secure  voice communication switches.  The
panels  contained  within  the  terminals  have  recently  been  upgraded  with
state-of-the-art  color  LCD  displays,  including options for touch screens. In
addition,  Orbit  Instrument  has  upgraded  the  communications  terminals with
"telco-based"  capability.  The  upgraded  communication  terminals  have  been
successfully  embedded  within  combat  information center ("CIC") consoles on a
number  of  U.S.  Naval  ship  configurations.

Orbit  Instrument  has designed and developed the next generation color LCD flat
panel  technology  with  a  touch  screen based computer controlled Action Entry
Panel  for  the  AEGIS class ships. The new Color Entry Panel (CEP) is currently
replacing  our  existing, functional yet aging Plasma Entry Panel (PEP) that now
exceeded  decades of 24/7 critical useful life naval service.  The CEP continues
to  be  deployed  as  a form fit replacement display for the previously designed
PEP.

     Displays

     Our  Electronics  Group,  through  Orbit  Instrument and TDL, has designed,
developed,  qualified  and  successfully supported a number of critical programs
for prime contractors and government procurement agencies. Our Electronics Group
has  designed  displays  using  electroluminescent  ("EL"),  plasma,  and  LCD
technologies  for  military  and  rugged  environments.

Displays  designed  by  our  Electronics  Group  allow  one or more operators to
monitor  and  control  radar  systems  for  aircraft,  helicopter,  shipboard,
ground-based,  and tracked vehicles systems. Our unique modular design technique
allows  our  displays  to  provide "smart technology", in the form of high-speed
graphics  to  operators  in  the  most  severe  combat conditions. TDL and Orbit
Instrument displays are readable under both sunlight and night vision conditions
("NVIS"),  and  continue  to operate in nuclear, biological and chemical ("NBC")
environments.

     Both our Orbit Instrument division and our TDL subsidiary have penetrated a
niche  defense  electronics  marketplace  by  providing  avionic  displays  and
keyboards for a number of Air Force jet fighter, bomber, surveillance and tanker
refueling  programs.  Displays  may  vary from four (4) inches, up to forty five
(45) inches long, incorporating multiple inputs and outputs for operator program
requirements.

     With years of prime contractor and procurement agency support, both TDL and
Orbit  Instrument  have  designed  and embedded displays for U.S. Army programs,
providing  multiple  display  systems supporting commander, fire control and GPS
driver  requirements  for  the  Abrams,  Bradley,  and  Challenger  programs.

     Our  TDL  subsidiary has developed a number of color LCD displays that have
been  qualified  and  currently  support  a  number  of helicopter, jet fighter,
bomber,  tracked  vehicle  and  armored  vehicle  programs  requirements.

Working  together  with  prime contractors, TDL has designed a number of display
configurations  to support retrofit and upgrade programs for B-52 aircraft, V-22
Osprey  cockpit  and  rear  displays,  as  well  as the latest fleet upgrade for
domestic  and  foreign  military  F-16  aircraft.

     TDL  has  successfully  designed  and  qualified  an  input device assembly
("IDA"),  which  includes  a  fully  integrated  keyboard, trackball and display
assembly  that  is  worn  (via  velcro),  on  the co-pilot's thigh during flight
missions.  This  unique  wearable  system  provides  co-pilots  with  additional
information that is easy to access, and does not require additional space within
the cockpit environment. This allows the aircraft to actually have four bullnose
systems,  the  last  being  the  TDL  designed  IDA  thigh  pad.

By  focusing  on  the avionics market, TDL has designed, qualified and delivered
displays  for  mission support in the CH-53 helicopter, providing real time data
to the operator. This program opportunity will support both current and retrofit
program  requirements.

     Our Orbit Instrument Division has supported programs that include displays,
keyboards  and  track  balls to form complete operator systems on "trays". These
trays  are  qualified  for  sub-surface, shipboard, aircraft and tracked vehicle
program  opportunities.

     Orbit  Instrument  has successfully designed and qualified a display tablet
in  support  of  an  ongoing  Chinook  Helicopter  upgrade  program. The initial
quantity  of  production  tablets  will enhance and upgrade mission avionics and
control  capabilities  in  the  Chinook  helicopter. These tablets are currently
scheduled  for  delivery  during  the  first  quarter  of  2011.

     Orbit  Instrument  has  designed and developed a 6.5" display, as well as a
sunlight  readable  20.1"  display for the U.S. Navy's Carrier MCS programs. The
qualification phase of these displays will be second quarter 2010. Production of
these displays is presently expected to start during the fourth quarter 2010 for
delivery  and  installation  on  the  Navy's  CVN-78  aircraft  carrier.

Orbit  Instrument designed, developed and delivered pre-production 12.1" display
units,  for  the  maintenance  panel  of  the  Littoral  Combat  Ships.  The
pre-production  phase  has  been  completed and the production phase is expected
start  in  the  next  couple  of  years.

     Keyboards,  Keypads  and  Pointing  Devices

     Orbit Instrument and TDL have designed a number of custom backlit keyboards
and  keypads  to meet military specifications.  These keyboards and keypads have
been  designed  for  shipboard,  airborne,  sub-surface  and  land-based program
requirements,  as well as for the Federal Aviation Administration. The keyboards
include  various microprocessor-based serial interfaces, such as RS-232, RS-422,
PS/2,  USB  and  SUN  type interfaces. Depending on the requirement, some of the
backlit keyboards are night vision goggle compatible and designed for NVIS Green
A  or  Green  B  night  vision  requirements.

     Orbit  Instrument designed/developed pointing devices, trackballs and force
sticks.  It  manufactures  various  militarized  trackballs in various sizes for
airborne,  shipboard,  Army  and  FAA requirements. The trackballs and the force
sticks  include  various  microprocessor based serial interfaces such as RS-232,
RS-422,  PS/2,  USB  and  SUN  type  interfaces.

     Operator Control Trays

     Our  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  aircraft programs, standard shipboard display console requirements
and  land-based  defense systems applications. The operator trays are integrated
with  Orbit  designed/developed  keyboards, flat panel technology-based computer
controlled  action  entry  panels,  switch  panels  and  pointing  devices.

Command  Display  Units  (CDU'S)

Our  Orbit  Instrument  division currently has orders for command display panels
that  are  being  utilized  in  vehicular,  shipboard  and  sheltered  platform
requirements.  The  display panels are flat panel technology based and include a
Pentium  based  single board computer. We have designed/developed several models
of  the  CDU  to be used by U.S. Navy, U.S. Army and U.S. Marines, and the South
Korean  and  Canadian  armies.



Mobile  Key  Panel  Receivers

TDL  is  under  contract  for  the production of mobile key panel receivers that
provide  battlefield operators with real-time position, velocity, navigation and
timing  (PVNT)  information  in  stand  alone,  hand-held  and  lightweight
configurations.

     MK  119  Gun  Console  System  Computer  (GCSC)

     ICS  is  under  a multi-year contract for production of the MK 119 GCSC, an
unmanned  environmentally  isolated  shipboard  enclosure that houses a standard
19-inch  electronics  rack containing processors, electronic devices and cooling
and  power  conditioning equipment that perform processing, interfacing and data
extraction  functions.

     MK  437  Gun  Mount  Control  Panel  (GMCP)

      ICS  is  also  under  contract to provide the GMCP, a manned control panel
located  shipboard  in the gun loader room.  The GMCP consists of an interactive
operator  control/display  terminal that permits the operator to control the Gun
Mount  and the GCSC.  The operator is able to enter ammunition and environmental
pre-engagement  data  and to monitor the Gun Mount status and operation.  In the
event of a loss of the Gun Console ("GC"), the GMCP can serve as a casualty mode
of  system  operation.

     Selected Products

     ICS  builds a wide range of system integration-related products, including:
fiber optic cables, specialty enclosures, traditional shipboard cable sets (both
low  smoke  and  non-low  smoke)  and  training  devices.

Power  Group

     Our  Behlman  subsidiary's  Commercial  Power  Supply  Division designs and
manufactures  AC  power  sources.  These  products  are used for clean regulated
power and for frequency and voltage conversion applications.  Behlman's AC power
supplies  are  used  on  production  lines, in engineering labs, for oil and gas
exploration,  on  aircraft  and ships (both manned and unmanned), and on related
ground  support  systems.

Behlman's  frequency  converters are used to convert power from one frequency to
another.  They  are  used  to  test products to be exported to foreign countries
from  the  point of origin (e.g., in the U.S., 60 Hz. is converted to 50 Hz) and
to  test  products  requiring  the supply of 400 Hz for aircraft and ship power.
These  frequency  converters  are  also  used  in rugged applications such as on
airplanes  to  supply  the  60  Hz.  required  by  standard  equipment,  such as
computers,  from  the 400 Hz. available on the aircraft.  In addition, Behlman's
products  are  used  for  railroad  signaling.  Its  frequency  converters  are
manufactured  for  most  of  the  passenger  railroads  in  the  United  States.
Behlman's  power  sources  have  power  levels  from  100  VA  to  120,000  VA.

Behlman's  Uninterruptible  Power  Supply  ("UPS")  products are used for backup
power  when  local  power  is  lost.  Behlman only competes in the "ruggedized",
industrial  and  military  markets.  Behlman  is now producing its UPS units for
DDG-51  class  Aegis  destroyers,  LHD  Wasp  class ships and military aircraft.

Behlman's  inverters  which convert system battery power to AC are being used in
electric,  gas  and  water  transmission  systems  and  in  utility substations.

Behlman's  COTS  Division  designs and manufactures power supplies that use COTS
power  modules  to  meet  its  customers'  environmental  specifications.  This
technique  requires less engineering resources and produces a more reliable unit
in  much  less  time.  Customers include the U.S. and NATO military services and
their  prime contractors, and nuclear power plant control systems manufacturers.

     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  supplier  when  the  old  manufacturer  cannot  or  will  not supply the
equipment.

Behlman  is  a  long  time  supplier to the Source Development Department of the
Navel  Inventory  Control Point ("NAVICP") and has been given the opportunity to
compete  against prime contractors.  Behlman has supplied power supplies used on
a  broad  array  of  equipment including submarines, surface ships, aircraft and
ground  support  equipment.

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

PROPOSED  PRODUCTS

Electronics  Group

     Our  Electronics  Group  continues  to  identify new program opportunities,
which require new hardware and software designs to support prime contractors and
defense  procurement  agency  land,  sea  and  air  solutions.

     TDL  continues  to  be  a leading supplier of display and keyboard designs,
supporting  defense  electronics  and  industrial  program requirements. TDL has
developed  a  second  LCD  display  configuration,  which  is supporting transit
authority  communication  directly  with  the  driver.  This device is typically
mounted  within  a  bus  and  allows the driver to input and receive information
throughout  the  intended  route.  TDL  continues to support this transportation
display  requirement  and can provide solutions to each transit authority as new
awards  are  released.

     Our  Electronics  Group  has developed several new color smart displays for
use on helicopters. Given the critical requirements of helicopter missions, each
configuration has been designed as sunlight readable and night vision qualified,
and provides the crew with real time data under extreme environmental and combat
requirements.


Our  Electronics Group continues to provide a family of state of the art display
configurations  which  combine  various stand alone switch panels and data input
devices  onto a single display. These displays provide an operator with a single
source  of  easy  to  access  information that supports naval consoles, aircraft
cockpits,  armor  vehicle  suites  and  helicopter  cockpit  requirements.

     Orbit  Instrument  has  designed and developed a 6.5" display, as well as a
sunlight  readable 20.1" display for the U.S. Navy's Carrier MCS programs. Orbit
Instrument  also has designed and developed an 8" display for U.S. Navy ships as
part  of  the  NBC  detection  program.

     Orbit  Instrument continues to develop new GPS Control Display Unit ("CDU")
panels  that  support U.S. Army land navigation system requirements. A number of
CDU  panels have been designed as a total solution for customer requirements. As
each foreign country procures this Fire Finder system from the prime contractor,
critical  country mapping and targeting code is written by the division segment,
and  embedded  into  the  CDU  as  an  operational  requirement.

     Our  Electronics Group continues to target ongoing retrofit programs, which
are  intended to extend the life cycle of ships, aircraft, and armored vehicles.
To  that  extent,  Orbit  Instrument  and TDL have designed state-of-the art LED
switch  panels,  keyboards,  and  communication  panels  that  are  form fit and
replaceable  for  units  that have exceeded their intended operational usage. In
all  cases,  the  new  technological  designs  supporting  the  switch  panels,
keyboards,  and  communication  panels  are intended to replace units which have
been  operational in combat mode for decades. As the Electronics Group continues
to  receive  new  contract  awards  for  program  opportunities,  developing new
hardware  to  replace  our  previously  designed  units  will  continue  to be a
significant  part  of  our  Electronics  Group's  business  strategy.

     Orbit  Instrument is developing a voice over IP version of its Secure Audio
System  ("SAS")  used on LSD-class ships. The new SAS panel will include a color
LCD  panel  and  a VOIP interface. It has provided the plasma display version of
the SAS Panel in the past. The new LCD display based SAS panel will be developed
to  work  with  Common  Enterprise  Display  System ("CEDS") and target retrofit
opportunities.

     Orbit  Instrument  is in the process of design and development of color LCD
display  version  of  the  Radio Frequency Transmission Line Test Set ("RFTLTS")
Test set. It has supported the RTFLTS with an Electro Luminescent ("EL") display
in  the  past, and the new color LCD version will target retrofit opportunities.

     We have recognized the timing and availability opportunity to strategically
penetrate  the  armored vehicle defense electronics market, at the prime vehicle
manufacture  level,  in conjunction with prime electronics contractors.  We have
designed  displays  that  now  support the Bradley Vehicle, the Abrams Tank, the
Stryker  Vehicle,  and  displays  supporting  the  M777  towed  howitzer.

     Given the visibility of displays designed by TDL for these critical program
requirements,  we  have  been  contacted  by  several major prime contractors to
support  additional  Mine  Resistant  Ambush  Protected ("MRAP") armored vehicle
programs.

TDL  has  designed,  qualified,  and  delivered a number of Limited Rate Initial
Production  displays  to  support  the  latest  MRAP-ATV  vehicle,  which  is
manufactured  by  Oshkosh  Corporation.

     Working under an exclusive Supplier Partner Agreement (SPA), with Synexxus,
TDL  has  delivered  a  quantity  of displays that have been deployed in various
configurations  of  MRAP  vehicles,  which  are  currently  deployed in Iraq and
Afghanistan  theaters  of  operations.

     TDL  will  now  try  to strategically leverage these prime contract display
configurations  that have been qualified and embedded and deployed in support of
a  number  of  critical  armored  vehicles  programs,  and  provide solutions to
retrofit  and  full  production  opportunities.

     In  response to market-based influences ICS is planning to develop a family
of  shock-isolated  cabinets  to  house  both  custom and COTS components.  This
family  of  cabinets  will  be  qualified  to the full spectrum of environmental
criteria  mandated  by  our  Department  of  Defense  customer  base.

     Future modifications of the GCSC will incorporate touch sensitive displays,
detailed  built-in-test  capabilities  and  a  robust  graphic  interface.

Littoral  Combat  Ship  (LCS)

With  the  ability  to  maneuver in shallow waters inaccessible to other surface
combatants,  the  Littoral  Combat Ship (LCS) is a new class of warship meant to
facilitate  U.S.  Navy  access  to,  and  operations in the littorals, which are
waters  close  to  shore.  The Navy plans a major investment in the LCS program,
which  is  currently  projected  to  cost  $28 billion for 55 ships and related,
interchangeable  combat capability. The planned 55 ships would comprise about 38
percent  of  the Navy's surface combatants in a 313-ship Navy. The Navy is using
two contractors, Lockheed Martin Corporation and General Dynamics Corporation to
build  differently  designed ships, (or seaframes).  The USS Freedom (LCS-1) was
designed  by  Lockheed  Martin  and  was  commissioned  in  2008,  while the USS
Independence  (LCS-2)  was  designed  by  General Dynamics, commissioned in late
2009.  The  Navy  plans  to  select one design in fiscal year 2010 and award the
winning  contractor 10 seaframes and 15 combat management systems.  ICS has been
working  diligently  to support both prime contractors as they prepare their bid
responses  for  the  LCS  procurement.

Serial  Data  Converter

The  MK  119  Gun Computer System designed and built by ICS is being adapted for
use in the DDG-51 and CG-47 Aegis Modernization (AMOD) programs.  This redesign,
which  is  called a Serial Data Converter (SDC), will allow the newly modernized
Combat  Management  System aboard AMOD hulls to easily interface with legacy Gun
System  hardware.  The SDC will be installed aboard the DDG-51 through DDG-78 as
well  as CG-59 through CG-73.  Additionally, ICS is performing a design study to
assess  the viability of the SDC design for installation aboard the DDG-113 (and
follow-on)  procurement.

Naval  Fires  Control  System

The  Naval  Fires  Control  System  (NFCS)  is becoming the Navy's key system to
manage  surface  fires  in littoral warfare. NFCS, technically the AN/SYQ-27, is
bringing  Navy  surface  combatants  into  the digital fires arena, enabling the
concepts  of  the  Marine  Corps  Operational  Maneuver  From the Sea (OMFS) and
Ship-to-Objective  Maneuver  (STOM). These concepts are setting the standard for
the  naval  combatant  operations.  They  also  are  leading  the way for buying
advanced  technologies  to depict battle-space three dimensionally and develop a
common  operational  picture  (COP).

     The  NFCS provides this COP while interfacing with the advanced FA tactical
data  system  (AFATDS),  among other systems.  NFCS is a variable message format
(VMF)  based  system that manages naval fires for Arleigh Burke Class destroyers
equipped with the MK 160 Gun Fire Control System (GFCS).  ICS is the OEM for the
MK  160  GFCS and is exploring opportunities to add NFCS related products to its
portfolio.

Power Group

     In  an  effort  to  expand  our  Power  Group's  product  base,  Behlman is
developing  new,  higher power inverters.  These products are designed to expand
our  presence  in the utility market and to establish a presence in the military
inverter  market  where  the  inverter  can be used on vehicles such as Hummers.

Behlman  is  expanding  its high power BL series to be used on new aircraft that
utilize  "wild  frequency"  systems.

Behlman  is  expanding its "P" series of low cost AC power supplies to add power
factor  corrected  input  and  CE  marking  in order to enhance its sales to the
European  Community.

Behlman  is  developing  a new line of ruggedized UPS to be used in military and
high  end  industrial  applications.

In  response  to customer requests, Behlman is developing COTS power supplies to
be  used  in  applications such as satellite, nuclear power plant control, sonar
and  fire  control  optics.  Behlman  continues  to  be the company of choice by
certain  divisions  of  military procurement to replace obsolete power equipment
with  modern  COTS  versions.

SALES  AND  MARKETING

     Products  of  our Electronics Group are marketed by the sales personnel and
management  of  the respective operating units.  The COTS division's products of
our  Power  Group are marketed by Behlman's sales and program managers and other
management  personnel.  Commercial  products  of  our  Power  Group  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.

     Our  Electronics  Group's  competitive  position  within  the  electronics
industry is, in management's view, predicated upon our manufacturing techniques,
our  ability  to  design  and  manufacture products which will meet the specific
needs  of  our  customers  and  our  long-standing  relationship  with our major
customers.  (See "Major Customers" below). There are numerous companies, many of
which  have  greater  resources  than  us,  which  are  capable  of  producing
substantially  all  of  our  products.

     Competition  in  the  markets for our Power Group'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 our knowledge, some of
Behlman's  regular  competitors  include  companies  with  substantially greater
capital  resources  and larger engineering, administrative, sales and production
staffs  than  Behlman's.

SOURCES AND AVAILABILITY OF RAW MATERIALS

     We  use  multiple  sources for our procurement of raw materials and are not
dependent  on  any  specific  suppliers  for  such procurement.  We continuously
update  our  delivery  schedules and evaluate availability of components so that
they are received on a "just-in-time schedule".  Occasionally, in the production
of  certain  military  units, we will be faced with procuring certain components
that  are  either  obsolete or difficult to procure.  However, we have 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

     Various  agencies of the United States Government and BAE Systems accounted
for  approximately  25% and 15%, respectively, of our consolidated net sales for
the year ended December 31, 2009.  The loss of any of these customers would have
a  material  adverse  effect  our  net  sales  and earnings.  We do not have any
significant  long-term  contracts  with  any  of  the above-mentioned customers.

     The  major  customers  of our Electronics Group are various agencies of the
United  States  Government and BAE Systems, accounting for approximately 31% and
23%,  respectively, of the net sales of such segment for the year ended December
31,  2009.  The  loss  of  any  of these customers would have a material adverse
effect  on  the  net  sales  and  earnings  of  our  Electronics  Group.

The major customers of our Power Group are various agencies of the United States
Government  and  Telephonics  Inc.,  both  accounting  for  approximately  14%,
respectively,  of  the net sales of such segment for the year ended December 31,
2009.  The  loss  of these customers would have a material adverse effect on the
net  sales  and  earnings  of  our  Power  Group.

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

BACKLOG

As  of  December  31,  2009  and  2008  our  backlog  was  as  follows:


                                               2009               2008
                                               ----               ----

                    Electronics Group     $ 14,000,000       $9,000,000
                    Power Group              6,000,000        7,000,000
                                           -----------       ----------
                    Total                  $20,000,000      $16,000,000
                                           ===========      ===========

     All  but  approximately  $1,393,000  of  the  backlog at December 31, 2009,
represents  backlog under contracts that are expected to be shipped during 2010.

     The  backlog  at December 31, 2008 did not include approximately $1,100,000
of  orders  not  yet  received  under  a  Master Order Agreement received from a
customer whereby we were authorized to procure material to complete such orders.
Those  orders  were  received  in  2009.

     A  significant  amount  of  our 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 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.

During  the year ended December 31, 2007, our Power Group was a subcontractor to
a  prime  contractor  on  a  program that was terminated by the U.S. Government,
under  which  we recovered all of our costs of approximately $200,000 during the
year  ended  December 31, 2008.  No material terminations of contracts of either
our  Electronics  Group  or  the  Power  Group  at  the  convenience of the U.S.
Government  occurred  during  the  years  ended  December  31,  2009  and  2008.

A  significant  portion  of  our  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.  We  believe  that
adjustments to such revenues, if any, will not have a material adverse effect on
our  financial  position  or  results  of  operations.

RESEARCH  AND  DEVELOPMENT

     We  incurred  approximately  $1,446,000  and  $1,398,000  of  research  and
development  expenses  during  the  years  ended  December  31,  2009  and 2008,
respectively.  During  the years ended December 31, 2009 and 2008, we recognized
revenue  of  approximately  $987,000  and  $649,000,  respectively, for customer
funded  research  and  development.

PATENTS

     We  do not own any patents which we believe are of material significance to
our  operations.

EMPLOYEES

     As  of  March  12, 2010, we employed 144 persons, all on a full-time basis.
Of  these,  our  Electronics  Group  employed  92  people,  consisting  of 23 in
engineering  and  drafting, 6 in sales and marketing, 17 in direct and corporate
administration  and  the  balance  in  production.  Our  Power Group employed 52
people,  consisting  of  14 in engineering and drafting, 7 in sales, 3 in direct
and  corporate  administration  and  the  balance  in  production.

ITEM  1A.     RISK  FACTORS

     Not  applicable,  as  we  are  a  smaller  reporting  company.

ITEM  1B.     UNRESOLVED  STAFF  COMMENTS

     Not  applicable,  as  we  are  a  smaller  reporting  company.

ITEM  2.     PROPERTIES

     We  owned  our  plant  and  executive  offices  located  at 80 Cabot Court,
Hauppauge, New York.  This facility consists of approximately 60,000 square feet
(of  which  approximately  50,000  square  feet  are available for manufacturing
operations)  in  a  two-story, brick building, was completed in October 1982 and
expanded  in 1985. We are currently operating this facility at approximately 70%
of capacity. In March 2001, we completed a sale leaseback transaction whereby we
sold  our  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 us at our
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.

     In  December  2007,  our  Behlman subsidiary entered into a new lease for a
2,000  square  foot  facility  at  2363  Teller  Road,  Unit  108, Newbury Park,
California, which is used as a selling office for all of the Company's operating
units. The five year lease provides for monthly payments of approximately $2,100
with  annual  increases of approximately 3%. The lease provides for an option to
renew  for  an additional five years at a monthly rent equal to the rent charged
for  comparable  space  in  the  geographical  area.

In  April  2009,  our  TDL  subsidiary entered into a five-year lease for 50,000
square  feet  at  300 Commerce Boulevard, Quakertown, Pennsylvania which is used
for  manufacturing,  engineering  and administration.  The facility is currently
operating  at  60%  of capacity.  TDL paid certain operating expenses only, from
April  through October 2009, and lease payments commenced November 1, 2009.  The
lease provides for monthly lease payments of approximately $15,300 for the first
two  years of the lease and approximately $16,600, $17,200 and $17,800 for years
three,  four  and  five,  respectively.  The lease includes one five-year option
based  on  the  CPI  Index (Philadelphia, PA area) and a second five-year option
based  on  fair  market  value  rent.  In  connection with the new facility, TDL
incurred  approximately $537,000 in leasehold improvements.  In August 2009, TDL
entered  into  a sublease with the landlord on a month-to-month basis for 15,000
square  feet which is being utilized for storage.  The sublease provides for TDL
to  receive  $1,250  per  month.

     On April 5, 2005, TDL entered into a five-year lease for 19,000 square feet
at 1765 Walnut Drive, Quakertown, Pennsylvania which was used for manufacturing,
engineering  and  administration.  The  facility  had  been  operating  at  full
capacity.  TDL  vacated the facility in October 2009 but continued to make lease
payments  through January 2010 at which time the facility was sold by the lessor
to  an  unrelated  third  party.  The  lessor  of  this  facility  was a limited
partnership, the ownership of which was controlled by the former shareholders of
TDL.

     Our ICS subsidiary operates out of two facilities in Louisville, KY, one of
which  is  used  for engineering, logistics and administration and the other for
manufacturing.  In  December 2008, ICS entered into a new lease for engineering,
logistics  and  administration for approximately 14,000 square feet and provides
for  monthly  payments of approximately $6,800 per month from April 2009 through
March  2014  and  includes  an option to extend the lease for an additional five
years at approximately $8,400 per month.  The facility is currently operating at
approximately  65%  of  capacity.  The  lease  for  manufacturing  space  is for
approximately  13,000  square  feet  and  provides  for  monthly  payments  of
approximately  $5,000  pursuant  to an option in the lease that was exercised in
April  2009.  The  facility  is  currently  operating  at  approximately  70% of
capacity.  ICS  also  entered  into  a  three  year  lease for a sales office in
Virginia Beach, VA, which consists of approximately 800 square feet and provides
for  monthly  rent  of approximately $1,000.  The lease expired in December 2008
and  ICS  did  not  renew  it.

ITEM  3.     LEGAL  PROCEEDINGS

     From  time  to  time,  we  may  become a party to litigation or other legal
proceedings  that  we  consider  to  be  a  part  of  the ordinary course of our
business.  We  are  not  currently  involved  in  legal  proceedings  that could
reasonably  be  expected  to  have  a  material  adverse effect on our business,
prospects,  financial  condition  or  results  of  operations.  We  could become
involved  in  material  legal  proceedings  in  the  future.

ITEM 4.     REMOVED AND RESERVED

                                    PART II
                                    -------

ITEM  5.          MARKET  FOR  REGISTRANT'S  COMMON  EQUITY, RELATED STOCKHOLDER
MATTERS  AND  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

     Our  common  stock  is quoted on the Nasdaq Capital Market under the symbol
"ORBT".

The following table sets forth the high and low sales prices of our common stock
for each quarter from January 1, 2008 through its fiscal year ended December 31,
2009,  as  reported  on  the  Nasdaq  Capital  Market.




                                  HIGH           LOW
                                  ----           ---

2008:

First Quarter:                   $9.28          $7.43

Second Quarter:                   8.00           6.75

Third Quarter:                    7.00           3.75

Fourth Quarter:                   4.53           1.12


2009:

First Quarter:                   $2.60          $1.68

Second Quarter:                   3.66           2.27

Third Quarter:                    3.78           3.07

Fourth Quarter:                   4.10           3.60


HOLDERS

     As  of  March  15,  2010,  the  Company  had  182  stockholders  of record.

DIVIDENDS

     We  have  not  paid  or  declared  any  cash  dividends  to date and do not
anticipate  paying any in the foreseeable future.  We intend to retain earnings,
if  any,  to  support  the  growth  of  the  business.

PERFORMANCE  GRAPH

     The  graph  below  compares  the cumulative total stockholder return on the
Common  Stock for the last five fiscal years with the cumulative total return on
the  Nasdaq  Stock  Market-U.S.  Index  ("Nasdaq  Composite"), and the Dow Jones
Wilshire  MicroCap  over the same period (assuming the investment of $100 in the
Common Stock, the Nasdaq Composite, and Dow Jones Wilshire MicroCap. on December
31,  2004,  and  the  reinvestment  of  all  dividends).


                              [GRAPHIC OMITTED]



                              [GRAPHIC OMITTED]



<PAGE>
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
                  AMONG ORBIT INTERNATIONAL CORP., THE NASDAQ
                     STOCK MARKET-US INDEX AND A PEER GROUP
                                 (in  dollars)
          Orbit
          International                            Dow  Jones
          Corp.               Nasdaq           Wilshire  MicroCap
         -------------      ---------         --------------------
12/04       100.00             100.00               100.00
12/05       138.20             101.33               101.21
12/06        90.51             114.01               116.28
12/07        95.83             123.71               106.37
12/08        19.63              73.11                58.53
12/09        42.70             105.61                81.44

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  following  table  sets  forth,  as  of  December  31,  2009:

-     the  number  of  shares  of  our  common  stock  issuable upon exercise of
outstanding options, warrants and rights, separately identified by those granted
under  equity  incentive  plans  approved  by our stockholders and those granted
under  plans,  including  individual compensation contracts, not approved by our
stockholders  (column  a),

-     the  weighted average exercise price of such options, warrants and rights,
also  as  separately  identified  (column  b),  and

-     the  number  of  shares remaining available for future issuance under such
plans,  other  than  those shares issuable upon exercise of outstanding options,
warrants  and  rights  (column  c).

EQUITY COMPENSATION PLAN INFORMATION TABLE
<TABLE>
<CAPTION>
<S>                  <C>                         <C>                        <C>
                     (a)                         (b)                       (c)
Plan Category        Number of securities to      Weighted-average          Number of securities
                     be issued upon exercise      exercise price of         remaining available for
                     of outstanding options,      outstanding options,      future issuance under
                     warrants and rights          warrants and rights       equity compensation
                                                                            plans (excluding
                                                                            securities reflected in column (a))
--------------      ---------------------------  --------------------      -------------------------------------
Equity compensation
plans approved by
security holders             476,000                  $ 3.58                            52,000

Equity compensation
plans not approved by
security holders                -0-                     N/A                               -0-
                            --------                 --------                         --------
Total                        476,000                  $ 3.58                            52,000
                            ========                 ========                         ========
</TABLE>

ISSUER'S  PURCHASE  OF  EQUITY  SECURITIES:
<TABLE>
<CAPTION>
<S>                      <C>               <C>                  <C>                                  <C>
                         (a)               (b)                  (c)                                  (d)
Period                   Total Number of   Average Price Paid    Total Number of Shares (or Units)    Maximum Number(or
                         Shares (or        per Share (or Unit)   Purchased as part of Publicly        Approximate Dollar Value)
                         Units)                                  Announced Plans or Programs          of Shares (or Units) that May
                         Purchased                                                                    Yet Be Purchased Under the
                                                                                                      Plans or Programs
--------------------    -----------------  --------------------  ----------------------------------  -----------------------------
October 1- 31, 2009        4,300                 $ 3.54                      4,300                            $ 2,087,000
November 1-30, 2009            0                   N/A                         0                              $ 2,087,000
December 1-31, 2009            0                   N/A                         0                              $ 2,087,000
                         -------                --------                   -------                            ------------
Total                      4,300                 $ 3.54                      4,300                            $ 2,087,000
                         =======                ========                    ======                            ===========
</TABLE>

     Additional  information  relating  to  the  Issuer's  purchase  of  equity
securities  is  provided  in  Item  7.  Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations.

RECENT  SALE  OF  UNREGISTERED  SECURITIES

     During  2009 and 2008, we issued, respectively, 83,825 and 40,245 shares of
restricted  stock  to  management,  key  employees  and  directors.

ITEM 6.     SELECTED FINANCIAL DATA

          Not  applicable,  as  we  are  a  smaller  reporting  company.



ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
          FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS


     You  should  read the following discussion and analysis in conjunction with
our  financial  statements and related notes contained elsewhere in this report.
This  discussion  contains  forward-looking  statements  that  involve  risks,
uncertainties  and  assumptions.  Our  actual results may differ materially from
those  anticipated  in these forward-looking statements as a result of a variety
of  factors  discussed  in this report and those discussed in other documents we
file  with  the  SEC.  In  light  of these risks, uncertainties and assumptions,
readers  are  cautioned  not  to  place  undue  reliance on such forward-looking
statements.  These  forward-looking statements represent beliefs and assumptions
only as of the date of this report. While we may elect to update forward-looking
statements  at some point in the future, we specifically disclaim any obligation
to  do  so,  even  if  our  estimates  change.

Executive Overview
------------------

     Although  we  recorded  good operating results in our fourth quarter before
the  intangible  assets  and  goodwill impairment charges, our operating results
decreased in 2009 as compared to 2008.   After completing our impairment testing
of  goodwill  and  other intangible assets, we concluded an impairment charge of
$1,622,000  and  $426,000  should  be  taken  in  connection  with  the recorded
intangible  assets  and goodwill, respectively, arising from the ICS acquisition
in  2007.  In  2008,  we  recorded  an  impairment charge of $6,889,000 taken in
connection  with the recorded goodwill arising from our TDL and ICS acquisitions
made  in  2005  and  2007,  respectively.

Our  sales  decreased  for the year ended December 31, 2009 by 3.1%, principally
due  to  a  decrease  in  sales  from our Electronics Group, which was primarily
attributable  to a delay by several months in the receipt of the MK 119 order by
ICS.  Gross  profit  margins  decreased  for  the  year  ended December 31, 2009
compared  to  the  prior  year.    Our  loss  before  income  tax  provision was
$1,568,000 for the year ended December 31, 2009 compared to a loss of $5,899,000
for the year ended December 31, 2008.  This decrease in loss was principally due
to  a  decrease in the goodwill and intangible asset impairment charges taken in
the current year, a decrease in selling, general and administrative expenses and
interest  expense,  an  increase  in  investment  and  other income, and despite
decreased  sales  from  our  Electronics  Group  and a decrease in gross profit.

Our  backlog  at  December  31,  2009  was approximately $20,500,000 compared to
$15,800,000 at December 31, 2008.  There is no seasonality to our business.  Our
shipping  schedules  are generally determined by the shipping schedules outlined
in  the  purchase  orders  received  from  our customers.  Both of our operating
segments  are pursuing a significant amount of business opportunities and we are
confident  that  we  will  receive  many of the orders we are pursuing, although
timing  is  always  an  uncertainty.






Our  success  over the past few years has significantly strengthened our balance
sheet,  as  evidenced  by our 4.8 to 1 current ratio at December 31, 2009.  As a
result  of  lower  profitability  related  primarily  to  customer  shipping and
contract  delays,  we  were  not  in  compliance  with  certain of our financial
covenants  at  various  quarterly reporting periods during 2009 and 2008.  These
covenant  defaults  were  waived  by  our  financial lender in consideration for
waiver  fees  and  other  consideration.  In  March  2010, we entered into a new
credit  agreement  with  a  new  commercial  lender  pursuant  to  which  we (a)
established  a  line  of credit of up to $3,000,000, and (b) entered into a term
loan  in  the  amount  of approximately $4,700,000.  These new credit facilities
were  used  to  pay  off  in  full  our obligations to our former primary lender
pursuant  to  a  prior  credit  facility  and  to provide for us general working
capital  needs.  The  new credit facilities are secured by a first priority lien
and  security  interest  in  substantially  all  of  our  assets.

In  August  2008,  our  Board of Directors authorized a stock repurchase program
allowing  us  to purchase up to $3.0 million of our outstanding shares of common
stock  in  open  market or privately negotiated transactions.  During the period
from August 2008 through December 31, 2009, we repurchased approximately 368,000
shares  at  an  average  price  of $2.48 per share.  Total consideration for the
repurchased  stock  was  approximately $913,000.  From August 2008 through March
29,  2010,  we  purchased  approximately  369,000 shares of our common stock for
total  cash consideration of $915,000 representing an average price of $2.48 per
share.


CRITICAL  ACCOUNTING  POLICIES


     The  discussion  and analysis of our financial condition and the results of
operations  are  based  on our financial statements and the data used to prepare
them.  Our  financial  statements  have  been  prepared  based  on  accounting
principles  generally  accepted in the United States of America.  On an on-going
basis,  we  re-evaluate  our  judgments and estimates including those related to
inventory valuation, the valuation allowance on our deferred tax asset, goodwill
impairment,  valuation of share-based compensation, revenue and cost recognition
on  long-term  contracts accounted for under the percentage-of-completion method
and  other  than temporary impairment on marketable securities.  These estimates
and  judgments  are based on historical experience and various other assumptions
that  are  believed  to  be  reasonable  under  current  business conditions and
circumstances.  Actual  results  may differ from these estimates under different
assumptions  or  conditions.  We  believe  the  following  critical  accounting
policies  affect  more significant judgments and estimates in the preparation of
the  consolidated  financial  statements.


Inventories
-----------

Inventory  is  valued  at  the  lower  of  cost (specific, average and first-in,
first-out  basis)  or market.  Inventory items are reviewed regularly for excess
and obsolete inventory based on an estimated forecast of product demand.  Demand
for our products can be forecasted based on current backlog, customer options to
reorder  under  existing  contracts,  the need to retrofit older units and parts
needed  for  general  repairs.  Although  we  make  every  effort  to insure the
accuracy  of  our  forecasts  of  future  product  demand,  any  significant
unanticipated  changes  in  demand  or  technological developments could have an
impact  on the level of obsolete material in our inventory and operating results
could  be  affected, accordingly.  However, world events have forced our country
into  various  situations of conflict whereby equipment is used and parts may be
needed  for  repair.  This could lead to increased product demand as well as the
use  of  some  older inventory items that we had previously determined obsolete.

Deferred  Tax  Asset
--------------------

At  December 31, 2009, we had an alternative minimum tax credit of approximately
$573,000  with  no  limitation on the carry-forward period and Federal and state
net  operating  loss carry-forwards of approximately $19,000,000 and $6,000,000,
respectively that expire through 2020. Approximately, $16,000,000 of federal net
operating  loss carry-forwards expire between 2010-2012. In addition, we receive
a  tax  deduction  when our employees exercise their non-qualified stock options
thereby  increasing  our deferred tax asset.  We record a valuation allowance to
reduce  its deferred tax asset when it is more likely than not that a portion of
the amount may not be realized.  We estimate our valuation allowance based on an
estimated  forecast  of  our  future  profitability.  Any significant changes in
future  profitability  resulting  from variations in future revenues or expenses
could  affect  the  valuation  allowance on its deferred tax asset and operating
results  could  be  affected,  accordingly.

Impairment  of  Goodwill
------------------------

     We  have  a  significant amount of goodwill and acquired intangible assets.
In determining the recoverability of goodwill and intangible assets, assumptions
are  made  regarding  estimated future cash flows and other factors to determine
the  fair  value  of  the  assets.  After  completing  the impairment testing of
goodwill  and  intangible  assets,  we  concluded an impairment charge should be
taken  at  December  31,  2009  in  connection  with  the  recorded goodwill and
intangible  assets arising from the acquisition of ICS in 2007.  In addition, we
concluded  an  impairment  charge  should  be  taken  at  December  31,  2008 in
connection  with the recorded goodwill arising from our TDL and ICS acquisitions
made  between  2005  and  2007.

  Our  analysis  employed  the  use  of  both  a  market  and  income  approach.
Significant  assumptions used in the income approach include growth and discount
rates,  margins  and  our  weighted  average cost of capital. We used historical
performance  and management estimates of future performance to determine margins
and  growth  rates.  Discount rates selected for each reporting unit varied. Our
weighted  average cost of capital included a review and assessment of market and
capital  structure  assumptions.  The  balance  of  our goodwill for each of our
operating  units  as  of  December  31,  2009  is  as follows: TDL $820,000, ICS
$795,000  and  Behlman  $868,000.  After  the  impairment  charges  taken on the
goodwill  and  intangible  assets  of  ICS  at  December  31, 2009, of the three
reporting  units with goodwill, TDL, ICS and Behlman has a fair value that is in
excess  of  its  carrying value by approximately 45%, 67% and 33%, respectively.
Considerable  management  judgment  is  necessary  to  evaluate  the  impact  of
operating  changes  and  to  estimate  future  cash flows. Changes in our actual
results  and/or  estimates  or any of our other assumptions used in our analysis
could  result  in  a  different  conclusion.

Share-Based  Compensation
-------------------------

     We  account  for  share-based compensation awards by recording compensation
based  on  the  fair value of the awards on the date of grant and expensing such
compensation  over  the vesting periods of the awards, which is generally one to
ten  years.  Total  share-based  compensation  expense was $310,000 for the year
ended  December  31, 2009. The estimated fair values of stock options granted in
2009  were calculated using the Black-Scholes model. This model requires the use
of  input  assumptions.  These assumptions include expected volatility, expected
life,  expected  dividend  rate,  and  expected  risk-free  rate  of  return.

Revenue  and  Cost  Recognition
-------------------------------

Revenue  and  costs  under  larger,  long-term  contracts  are  reported  on the
percentage-of-completion  method.  For  projects  where  materials  have  been
purchased,  but  have not been placed in production, the costs of such materials
are  excluded  from  costs  incurred  for the purpose of measuring the extent of
progress  toward  completion. The amount of earnings recognized at the financial
statement date is based on an efforts-expended method, which measures the degree
of  completion  on  a  contract  based  on  the amount of labor dollars incurred
compared  to  the total labor dollars expected to complete the contract. When an
ultimate  loss is indicated on a contract, the entire estimated loss is recorded
in  the period. Assets related to these contracts are included in current assets
as they will be liquidated in the normal course of contract completion, although
this  may  require  more  than  one  year.

Marketable  Securities
----------------------

     We  currently  have  approximately  $900,000  invested  in  government  and
corporate  bonds.  We treat our investments as available-for-sale which requires
us  to  assess our portfolio each reporting period to determine whether declines
in  fair  value  below book value are considered to be other than temporary.  We
must first determine that we have both the intent and ability to hold a security
for a period of time sufficient to allow for an anticipated recovery in its fair
value  to  its  amortized  cost.  In assessing whether the entire amortized cost
basis  of the security will be recovered, we compare the present value of future
cash  flows  expected  to  be collected from the security (determination of fair
value)  with  the  amortized  cost  basis  of the security. If the impairment is
determined  to  be  other  than temporary, the investment is written down to its
fair  value and the write-down is included in earnings as a realized loss, and a
new  cost  is  established  for  the  security.   Any  further impairment of the
security  related  to  all  other  factors  is recognized in other comprehensive
income.  Any  subsequent  recovery  in  fair  value  is not recognized until the
security  either  is  sold  or  matures.

We  use  several  factors  in our determination of the cash flows expected to be
collected  including  i) the length of time and extent to which market value has
been  less than cost; ii) the financial condition and near term prospects of the
issuer;  iii)  whether  a  decline  in  fair  value  is  attributable to adverse
conditions  specifically  related  to  the security or specific conditions in an
industry;  iv)  whether interest payments continue to be made and v) any changes
to  the rating of the security by a rating agency.  Although we received all our
interest  payments  during the current year, we recorded an other than temporary
impairment  write-down  of  $39,000  for  the  three months ended March 31, 2009
consisting  of  bonds  held  in  two separate issuers in which we determined the
decline  in fair value was due to adverse conditions specifically related to the
security  or specific conditions in an industry.  We did not take any additional
other  than  temporary  impairment  charges  for  the  remainder  of  2009.


RESULTS  OF  OPERATIONS:

Year  Ended  December  31,  2009  vs.  Year  Ended  December  31,  2008
-----------------------------------------------------------------------

     We  currently  operate  in  two  industry  segments.  Our  Orbit Instrument
Division  and  our  TDL  subsidiary are engaged in the design and manufacture of
electronic  components  and  subsystems  and  our ICS subsidiary performs system
integration  for  Gun  Weapons  Systems  and  Fire  Control Interface as well as
logistics  support  and  documentation  (the  "Electronics Group").  Our Behlman
subsidiary  is  engaged  in the design and manufacture of commercial power units
and  COTS  power  solutions  (the  "Power  Group").

     Consolidated  net  sales  for the year ended December 31, 2009 decreased by
3.1% to $26,518,000 from $27,364,000 for the year ended December 31, 2008 due to
a  decrease  in sales from our Electronics Group which was partially offset by a
slight increase in sales from our Power Group.  Sales from our Electronics Group
decreased  by  4.7%  due  to  primarily  to a delay in the receipt of the MK 119
order  by  ICS  until  the  end  of  the  third quarter of 2009.  This order was
expected  early  in  the  second  quarter of 2009 which approximated the time of
receipt  in  the  prior  year.  The  MK  119 is recorded under the percentage of
completion  method.  Sales  from our Orbit Instrument Division increased for the
year  and  sales  from  our  TDL  subsidiary  decreased due to certain scheduled
deliveries that were delayed at the request of our customer in order for them to
complete  testing  of their completed unit.  Sales from our Power Group slightly
increased  by  0.1%  for  the  current  year  as the segment recorded its second
consecutive  year  of  record  sales.

Gross profit, as a percentage of net sales, for the year ended December 31, 2009
decreased  to 40.5% from 42.2% for the prior year. This decrease resulted from a
lower  gross  profit  from our Electronics Group (36.4% v. 38.7%) due to a lower
gross  profit from ICS due to a decrease in sales, which was partially offset by
a  higher  gross  profit  from TDL despite lower sales and a higher gross profit
from  our Orbit Instrument Division.  The slight decrease in gross profit (46.4%
v.  47.2%)  from  our Power Group was principally due to product mix and despite
the  slight  increase  in  sales.

Selling,  general  and  administrative expenses decreased by 1.3% to $10,248,000
for  the  year  ended  December  31,  2009  from  $10,381,000 for the year ended
December  31,  2008  principally  due  to  a  decrease  in  selling, general and
administrative  expenses from our Electronics Group that was partially offset by
higher selling, general and administrative costs from our Power Group and higher
corporate  costs.  Selling, general and administrative expenses, as a percentage
of sales, for the year ended December 31, 2009 increased to 38.7% from 37.9% for
the  year ended December 31, 2008 principally due to the aforementioned decrease
in  sales  that  was  not  commensurate  with  the  decrease  in  expenses.

     During  the  fourth  quarter,  in  addition to the significant delay in the
receipt of the MK 119 order, we were notified by our customer that a replacement
was under consideration for a portion of future MK119 requirements for which ICS
was  being  considered  but  not  guaranteed of future awards.  Consequently, we
determined  that  future cash flows for ICS, particularly with respect to MK 119
orders,  could potentially decrease. As a result, we determined the undiscounted
future  cash  flows  for  certain  of our intangible assets were less than their
carrying  value.  Therefore,  we  recorded  an impairment charge relating to our
intangible  assets  in  the  amount of $1,622,000 in the year ended December 31,
2009 representing the excess carrying values over their fair values. Also during
the  fourth  quarter  2009,  after  completing  the annual impairment testing of
goodwill  pursuant  to  ASC  350,  we concluded an impairment charge of $426,000
should  be  take in connection with the goodwill arising from the acquisition of
ICS  in  2007  In  the  prior  year, after completing our impairment testing, we
concluded  an impairment charge of $6,889,000 should be taken in connection with
the recorded goodwill arising from our TDL and ICS acquisitions made in 2005 and
2007,  respectively.

Interest expense for the year ended December 31, 2009 decreased to $208,000 from
$342,000  for  the year ended December 31, 2008 due to a decrease in the amounts
owed  to lenders in the current year due to the pay down of our term debt and to
a  decrease  in  interest  rates.

Investment  and  other  income for the year ended December 31, 2009 increased to
$208,000  from  $154,000  for the prior year principally due to a $130,000 other
than  temporary  impairment  loss  taken  in  the  prior year related to certain
corporate  bonds held by us and despite a decrease in the amounts invested and a
decrease  in  interest  rates.

Loss  before income tax provision was $1,568,000 for the year ended December 31,
2009  compared  to  a  loss  of $5,899,000 for the year ended December 31, 2008.
This  decrease  in  loss  was  principally due to a decrease in the goodwill and
intangible  asset  impairment  charges  taken in the current year, a decrease in
selling,  general  and administrative expenses and interest expense, an increase
in  investment and other income and despite decreased sales from our Electronics
Group  and  a  decrease  in  gross  profit.

Income  taxes for the year ended December 31, 2009 and December 31, 2008 consist
of $39,000 and $108,000, respectively, in state income and Federal minimum taxes
that cannot be offset by any state or Federal net operating loss carry-forwards.

As  a result of the foregoing, net loss for the year ended December 31, 2009 was
$1,607,000  compared  to  a  loss  of $6,007,000 for the year ended December 31,
2008.

     Earnings before interest, taxes, depreciation and amortization (EBITDA) for
the year ended December 31, 2009 decreased to $1,427,000 from $2,158,000 for the
year  ended December 31, 2008.  Listed below is the EBITDA reconciliation to net
income:

                                                        Year  ended
                                                       December  31,
                                                       -------------
                                                 2009                   2008
                                                 ----                   ----

Net  loss                                    $(1,607,000)          $(6,007,000)
Interest  expense                                208,000               342,000
Income  tax  expense                              39,000               108,000
Goodwill  and  intangible  asset  impairment   2,048,000             6,889,000
Depreciation  and  amortization                  739,000               826,000
                                              ----------           -----------
EBITDA                                      $  1,427,000          $  2,158,000
                                            ============          ============

     EBITDA  is  a  non-GAAP financial measure and should not be construed as an
alternative  to  net  income. An element of our growth strategy has been through
strategic acquisitions which have been substantially funded through the issuance
of  debt.  This  has  resulted  in significant interest expense and amortization
expense.  EBITDA is presented as additional information because we believe it is
useful  to  our  investors  and management as a measure of cash generated by our
business  operations  that  will  be  used  to  service our debt and fund future
acquisitions  as well as provide an additional element of operating performance.

Liquidity,  Capital  Resources  and  Inflation
----------------------------------------------

     Working  capital  decreased to $16,558,000 at December 31, 2009 as compared
to  $17,136,000  at December 31, 2008.  Despite the decrease in working capital,
the  ratio of current assets to current liabilities was 4.8 to 1 at December 31,
2009 compared to 4.4 to 1 at December 31, 2008. The reduction in working capital
was  principally  due  to  the  repayment  of long-term debt and the purchase of
treasury  stock.

Net  cash  provided by operating activities for the year ended December 31, 2009
was  $2,174,000,  primarily  attributable  to  the non-cash intangible asset and
goodwill impairment charges, amortization of intangible assets, depreciation and
stock  based  compensation  and  the  decrease  in  accounts receivable that was
partially offset by the net loss for the year, an increase in cost and estimated
earnings  in  excess  of  billings and a decrease in accounts payable.  Net cash
used  in  operating  activities  for  the  year  ended  December  31,  2008  was
$1,210,000,  primarily  attributable  to the net loss for the year, the non cash
deferred  income,  increase in accounts receivable and inventory and decrease in
accrued  expenses, taxes payable and customer advances that was partially offset
by  the  non-cash goodwill impairment charge, amortization of intangible assets,
depreciation  and  stock  based compensation, the decrease in cost and estimated
earnings in excess of billings and amounts due from ICS sellers, and an increase
in  accounts  payable

Cash flows used in investing activities for the year ended December 31, 2009 was
$445,000, attributable to the purchase of fixed assets ($537,000 incurred by TDL
in  connection with its new operating facility) that was partially offset by the
sale  of  marketable  securities  and  fixed  assets.  Cash  flows  provided  by
investing  activities  for  the  year  ended  December  31, 2008 was $2,257,000,
attributable  to  the sale of marketable securities that was partially offset by
the  purchase  of  marketable  securities and fixed assets, and costs associated
with  our  ICS  acquisition.

Cash flows used in financing activities for the year ended December 31, 2009 was
$1,488,000,  primarily  attributable  to  the  repayments  of long term debt and
purchase of treasury stock that was partially offset from loan proceeds from our
line  of  credit  and  stock  option  exercises.  Cash  flows  used in financing
activities  for  the  year  ended  December  31,  2008 was $2,543,000, primarily
attributable  to the repayments of long term debt and purchase of treasury stock
that  was  partially  offset  from  loan  proceeds  from  our  line  of  credit.

In  April  2005,  we  entered into a five-year $5,000,000 term loan agreement to
finance  the  acquisition  of  TDL  and  its  manufacturing affiliate ("TDL Term
Loan").  In  December  2007,  we  entered  into a five-year $4,500,000 term loan
agreement  to  finance  the  acquisition  of  ICS  ("ICS Term Loan").  Principal
payments  under  the  two  term  loan facilities were approximately $113,000 per
month.  In  December 2007, we also amended an existing $3,000,000 line of credit
facility  with a commercial lender secured by accounts receivable, inventory and
property  and  equipment.  In  connection with the ICS Term Loan entered into in
December  2007,  the interest rates on both term loan facilities and the line of
credit  facility  were  amended to equal a certain percentage plus the one month
LIBOR  (0.23%  at  December 31, 2009) depending on a matrix related to a certain
financial  covenant.  The  line  of credit facility was to continue from year to
year  unless  sooner terminated for an event of default including non-compliance
with  certain  financial  covenants.

     In  April 2005, we entered into a five year $2,000,000 promissory note with
the  selling shareholders of TDL ("TDL Shareholder Note") at an interest rate of
prime  plus  2.00% (3.25% at December 31, 2009).  Principal payments of $100,000
were  made  on  a quarterly basis along with accrued interest.  In June 2007, we
refinanced  the  $1,050,000  balance  due  on  the TDL Shareholder Note with our
primary  commercial  lender.  Under  the terms of the new term loan entered into
with  our primary commercial lender ("TDL Refinanced Shareholder Loan"), monthly
payments  of $35,000 were made over a thirty-month period (through January 2010)
along with accrued interest pursuant to the interest terms described below.  The
TDL  Refinanced  Shareholder  Loan  was  paid  off  in  January  2010.

     As  a  result of lower profitability related to customer shipping delays in
the  first and second quarter of 2008, we were not in compliance with two of our
financial covenants at September 30, 2008.  In November 2008, our primary lender
waived the covenant default of two of our financial ratios at September 30, 2008
and  we  renegotiated  the financial covenant ratios for the quarterly reporting
periods  December  31,  2008  and  March 31, 2009.  Beginning June 30, 2009, the
covenants  were to revert back to their original ratios with a modification to a
certain  financial  ratio  covenant definition.  The lender instituted an unused
line  fee of .25% per annum, as a cost to us for the waiver and amendment to the
loan  agreements.  In  connection  therewith,  the interest rate on the TDL Term
Loan and TDL Refinanced Shareholder Loan, increased to the sum of 2.50% plus the
one  month  LIBOR  and the interest rate on the ICS Term Loan and line of credit
was  increased  to  the  sum  of  2.25%  plus  the  one month LIBOR.  We were in
compliance  with  all  financial  covenants  at  March  31,  2009.

As  a result of decreased revenue and profitability due to the customer contract
delay for the MK 119 that is recorded under the percentage of completion method,
we  were  not in compliance with two of our financial covenant ratios as of June
30,  2009.  In  August  2009,  our primary lender agreed to waive these covenant
defaults.  The lender, in consideration of such waiver, assessed a waiver fee of
$10,000 and increased the interest rate on all term debt, including the TDL Term
Loan,  TDL Refinanced Shareholder Loan and ICS Term Loan, and the line of credit
equal  to  the sum of 3.50% plus the one month LIBOR.  In addition, we agreed to
reduce  our line of credit from $3,000,000 to $2,500,000 until October 31, 2009,
at  which  time  it  was  further  reduced  to  $2,000,000.

     As  a  result  of  the  customer  contract delay for the MK 119 and capital
expenditures  made for our new TDL operating facility, we were not in compliance
with  two  of  our financial covenant ratios at September 30, 2009.  In November
2009,  our  primary lender agreed to waive the covenant defaults as of September
30,  2009  and  to  amend  the  requirement  for  two of the financial ratios at
December  31,  2009  and for one of the financial ratios at March 31, 2010.  Our
lender,  in  consideration  of such waiver, assessed a waiver fee of $15,000 and
increased  the  interest rate on all term debt, including the TDL Term Loan, TDL
Refinanced Shareholder Loan and ICS Term Loan, and the Line of Credit to the sum
of 4.00% plus the one month LIBOR.  In addition, we agreed to reduce our Line of
Credit from $2,000,000 to $1,500,000 at December 31, 2009. We were in compliance
with  all  financial  covenants  at  December  31,  2009.

On  March  10,  2010,  we  entered  into  a  new  credit  agreement (the "Credit
Agreement")  with a new commercial lender pursuant to which we (a) established a
new  line of credit of up to $3,000,000, and (b) entered into a term loan in the
amount of approximately $4,655,000. These new credit facilities were used to pay
off  all  of our obligations to our former primary lender and to provide for our
general  working capital needs. The new credit facilities are secured by a first
priority  security  interest  in  substantially  all  of  our  assets.

The term loan is payable in 60 consecutive monthly installments of principal and
interest  and  matures  on March 1, 2015.  The line of credit matures on June 1,
2011.  Payment  of  interest  on  all  loans  is due at a rate per annum (at our
option) as follows: (1) for a prime rate loan under the line of credit at a rate
equal  to  the  Prime Rate established by the Bank plus 0%, (2) for a prime rate
loan  under  the  term loan at a rate equal to the Prime Rate established by the
Bank plus 0.5%, (3) for a LIBOR loan under the line of credit at a rate equal to
LIBOR  plus  2%  and (4) for a LIBOR loan under the term loan at a rate equal to
LIBOR  plus  3%.

The  Credit  Agreement contains customary affirmative and negative covenants and
certain  financial covenants.  Available borrowings under the line of credit are
subject  to a borrowing base of eligible accounts receivable, inventory and, for
the  term  loan  facility  only,  cash  and  marketable  securities.  The Credit
Agreement  also  contains  customary  events  of  default  such  as non-payment,
bankruptcy  and  material  adverse  change.

Pursuant  to  the  terms  of our new lending arrangement entered into with a new
commercial  lender  in  March  2010  and  in  accordance  with  ASC  470, we (i)
reclassified  the  TDL Term Loan, with a maturity date in 2010, to long term and
(ii) reclassified the short term portion of our term loans at December 31, 2009.

Our  existing  capital  resources,  including our bank credit facilities and our
cash  flow  from  operations,  is  expected  to  be  adequate  to cover our cash
requirements  for  the  foreseeable  future.

     In  August  2008,  our  Board  of  Directors  authorized a stock repurchase
program  allowing us to purchase up to $3.0 million of our outstanding shares of
common  stock  in  open market or privately negotiated transactions.  During the
period  from August 2008 through December 31, 2009, we repurchased approximately
368,000  shares at an average price of $2.48 per share.  Total consideration for
the  repurchased  stock  was  approximately  $913,000.  From August 2008 through
March  29,  2010,  we purchased approximately 369,000 shares of our common stock
for  total cash consideration of $915,000 representing an average price of $2.48
per  share.

Inflation  has  not  materially  impacted  the  operations  of  our  Company.


Certain  Material  Trends
-------------------------

     During  the  second  quarter  of  2008,  our  Orbit Instrument Division was
verbally  advised  by  one  of  its  larger customers to provide support for the
immediate  development  of  certain  modifications to a critical product for the
division.  This "out of scope" support caused a delay in a significant amount of
shipments  scheduled throughout 2008 which resulted in a decrease in revenue and
profitability  for  2008.  We  worked closely with this customer and shipment of
the  units resumed in the third quarter.  However, a significant number of units
scheduled  for  shipment by December 31, 2008 were shipped in 2009. In addition,
that  same  customer  approached us and requested a modification to the existing
Memorandum  of  Agreement  so that additional units could be procured before the
end  of the year.  However, this modification was delayed and not received by us
until  August  2009.  Consequently,  certain  shipments planned for 2009 will be
delayed  until 2010.  In addition, the modification also contained an option for
our  customer  to procure additional units provided such option was exercised by
the  2009  year  end.  Our  customer requested and we agreed to additional units
being  added  to  the option quantity and such option was exercised by year end.
These  units  are  also  scheduled for delivery in 2010 for our Orbit Instrument
Division.

ICS  experienced  a  delay  in the award for its MK 119 Gun Console System which
affected its first and second quarter shipments in 2009.  This award was finally
received by ICS at the end of September 2009.  ICS had commenced the procurement
process  of  material and labor resources were allocated to the job beginning in
the  second  quarter.  As  a result, certain cabinets were delivered by year end
2009  but  due to the delay in the receipt of the award, other cabinets will not
be  delivered  until  the  second  quarter of 2010.   Shipment delays related to
contracting,  funding and engineering issues are commonplace in our industry and
could,  in  the  future,  have  an  adverse effect on our financial performance.

During  the  fourth quarter of 2009, in addition to the significant delay in the
receipt of the MK 119 order, we were notified by our customer that a replacement
was under consideration for a portion of future MK119 requirements for which ICS
was  being  considered  but  not  guaranteed of future awards.  Consequently, we
believe  that  cash  flows  for  ICS  in the immediate future, particularly with
respect  to  MK  119  orders,  could potentially decrease.  After completing the
impairment testing of goodwill and intangible assets pursuant to ASC 350 and ASC
360,  we  concluded  an  impairment  charge of $1,622,000 and $426,000 should be
taken  in  connection  with  the recorded intangible assets and goodwill arising
from  the  acquisition  of ICS in 2007.  However, ICS, in addition to its bid on
two  of  the  replacement  programs,  is  currently  being  considered  as  a
subcontractor  for  one  of  the  prime  contractors  currently  bidding for the
Littoral Combat Ship which is a significant program being considered by the U.S.
Navy.  In  the event that MK 119 awards are even less than expected for 2010 and
the  prospects  for  additional  MK  119  awards  or  replacement  opportunities
diminish,  the  fair  market  value of the goodwill for ICS of $795,000 could be
further  impaired.

Our  Power  Group  had a record year of bookings and revenue in 2008 and another
record  year of revenue in 2009.  The commercial division of our Power Group has
historically  been  vulnerable  to  a  weak economy.  Bookings in the commercial
division  were  weak  during  most  of  2009 but bookings from the COTS division
remained  fairly  strong.  However,  despite current economic conditions and its
effect  on  capital spending, our Power Group's commercial division recorded its
strongest  bookings  of the year in the fourth quarter of 2009.  However, due to
continued  weakness  in  the  economy,  it  is  uncertain whether the commercial
division  can  sustain the improvement from the fourth quarter.  The strength of
our COTS division will position our Power Group for a strong year of revenue and
profitability for 2010 but improvement in the commercial division will be needed
to  continue  its  trend  of  record  revenues.

In  April  2005, our Company completed the acquisition of TDL and its operations
became  part  of  our  Electronics  Group.  In  December  2007, we completed the
acquisition  of  ICS  which  also  became  part  of  our Electronics Group.  Our
Electronics Group and the COTS Division of our Power Group are heavily dependent
on  military  spending.  The events of September 11, 2001, have put a tremendous
emphasis on defense and homeland security spending and we have benefited from an
increasing  defense  budget.   Although  our  Electronics  Group  and  our  COTS
Division  of our Power Group are pursuing several opportunities for reorders, as
well  as new contract awards, we have normally found it difficult to predict the
timing  of  such  awards.  In  addition,  we have an unprecedented amount of new
opportunities  that  are  in  the  prototype  or  pre-production  stage.  These
opportunities  generally  move  to  a  production  stage at a later date but the
timing  of  such  is  also  uncertain.

     There  is  no  seasonality  to  our  business.  Our  revenues are generally
determined  by  the  shipping schedules outlined in the purchase orders received
from  its  customers.  We  stratify  all  the  opportunities  we are pursuing by
various  confidence  levels.  We generally realize a very high success rate with
those  opportunities  to  which  we apply a high confidence level.  We currently
have  a significant amount of potential contract awards to which we have applied
a high confidence level.  However, because it is difficult to predict the timing
of awards for most of the opportunities we are pursuing, it is also difficult to
predict  when  we  will commence shipping under these contracts.  A delay in the
receipt  of  any  contract  from  our customer ultimately causes a corresponding
delay  in  shipments  under  that  contract.  During  2007  through 2009, due to
shipping  schedules  resulting from contract delays, our second half of the year
was  stronger than the first half.  We again expect ICS's new orders for 2010 to
be  received  at  a similar time as was received in 2009 so we once again expect
the  second  half  of  2010  to  be  stronger  than  the  first  half.

Despite  the  increase  in  military  spending,  we  still  face  a  challenging
environment.  The  government is emphasizing the engineering of new and improved
weaponry  and  it  continues  to be our challenge to work with each of our prime
contractors  so  that  we  can  participate on these new programs.  In addition,
these  new  contracts  require incurring up-front design, engineering, prototype
and  pre-production  costs.  While  we  attempt 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  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  that  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.  In such event, even if we are reimbursed our
development  costs  it  will  not  generate  any  significant  profits.

     We are heavily dependent upon military spending as a source of revenues and
income.  However,  even  increased  military  spending  does  not  necessarily
guarantee  us  increased  revenues,  particularly, when the allocation of budget
dollars may vary depending on what may be needed for specific military conflicts
Any  future  reductions  in  the level of military spending by the United States
Government  due  to  budget  constraints  or  for any other reason, could have a
negative  impact  on  our future revenues and earnings.  We believe that defense
budget dollars that are allocated to modernization and refurbishment of military
equipment  will  generally benefit us.  In addition, due to major consolidations
in  the  defense  industry,  it has become more difficult to avoid dependence on
certain customers for revenue and income.  Behlman's line of commercial products
gives  us  some diversity and the additions of TDL and ICS gives our Electronics
Segment  a  more  diversified  customer  base.

     Our  business strategy had been to expand our operations through strategic,
accretive  acquisitions.  Through  the  past  several years, we reviewed various
potential  acquisitions  and  believe there are numerous opportunities presently
available,  particularly to integrate into our current operating facilities.  In
April  2005,  we  completed  the  acquisition  of  TDL  and in December 2007, we
completed  the  acquisition  of  ICS.     However,  due  to  current  economic
conditions  and  tightening of credit markets, there can be no assurance that we
will obtain the necessary financing to complete additional acquisitions and even
if  we  do,  there  can be no assurance that we will have sufficient income from
operations of such acquired companies to satisfy the interest payments, in which
case,  we  will  be  required  to  pay  them  out of our operations which may be
adversely  affected.

During  the second quarter of 2007, we expanded the activities of our investment
banker to include the pursuit of alternative strategies, including the potential
sale  of the Company as a means of enhancing shareholder value. In June 2008, we
terminated  such activities with the investment banker.  In May 2009, we hired a
new  investment  banker and continue to pursue strategic alternatives to enhance
shareholder  value.  However,  there  is  no assurance that a sale or any of the
other  strategic  alternatives  will  be  accomplished.

ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Not  applicable,  as  we  are  a  smaller  reporting  company.



ITEM  8     .     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The information required under this Item appears in Item 15 of this report.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE
     None.

ITEM  9A  (T).     CONTROLS  AND  PROCEDURES

     DISCLOSURE  CONTROLS  AND  PROCEDURES

     We  maintain disclosure controls and procedures that are designed to ensure
that  information required to be disclosed in our filings under the Exchange Act
is  recorded, processed, summarized and reported within the periods specified in
the  rules  and forms of the SEC.  Our management, including our Chief Executive
Officer  and  Chief Financial Officer, evaluated the effectiveness of the design
of  our  disclosure  controls  and  procedures, as defined in Rules 13a-15(e) or
15d-15(e)  under  the  Exchange  Act as of the end of the period covered by this
report.  Based  on  that  evaluation,  the Chief Executive Officer and the Chief
Financial  Officer  concluded  that  our  disclosure controls and procedures are
effective.

     MANAGEMENT'S  REPORT  ON  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING

     Our  management  is  responsible  for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a - 15(f) of the
Exchange  Act.

     Our management conducted an evaluation of the effectiveness of its internal
control  over  financial  reporting,  as  of  December  31,  2009,  based on the
framework  and  criteria established in Internal Control - Integrated Framework,
issued  by the Committee of Sponsoring Organizations of the Treadway Commission.
This  evaluation included review of the documentation of controls, evaluation of
the  design effectiveness of controls, testing of the operating effectiveness of
controls  and  a  conclusion  on  this  evaluation.  Based  on  this evaluation,
management  concluded  that  the  Company's  internal  control  over  financial
reporting  was  effective  as  of  December  31,  2009.

     There have been no changes in our internal control over financial reporting
during  the three months ended December 31, 2009, that have materially affected,
or  are  reasonably  likely  to  materially  affect,  our  internal control over
financial  reporting.

     This  annual  report  does  not  include  an  attestation  report  of  our
independent  registered  public  accounting firm regarding internal control over
financial  reporting.  Management's report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
Securities  and  Exchange Commission that permit us to provide only management's
report  in  this  annual  report.

     We  believe  that  a  controls  system,  no  matter  how  well designed and
operated, can not provide absolute assurance that the objectives of the controls
system  are  met,  and  no evaluation of controls can provide absolute assurance
that  all  control  issues and instances of fraud, if any, within a company have
been  detected.

ITEM  9B.     OTHER  INFORMATION

     There  have  not  been any other material changes in our affairs which have
not  been  described  in  a  report  on Form 8-K during the fourth quarter ended
December  31,  2009.


          PART  III
          ---------

ITEM  10.     DIRECTORS,  EXECUTIVE  OFFICERS,  AND  CORPORATE     GOVERNANCE.

     Incorporated  by  reference  to  our definitive proxy statement to be filed
pursuant to Regulation 14A promulgated under the Exchange Act in connection with
our  2010  Annual  Meeting  of  Stockholders.

ITEM  11.     EXECUTIVE  COMPENSATION

     Incorporated  by  reference  to  our definitive proxy statement to be filed
pursuant to Regulation 14A promulgated under the Exchange Act in connection with
our  2010  Annual  Meeting  of  Stockholders.

ITEM  12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

     Incorporated  by  reference  to  our definitive proxy statement to be filed
pursuant to Regulation 14A promulgated under the Exchange Act in connection with
our  2010  Annual  Meeting  of  Stockholders.



ITEM  13.     CERTAIN  RELATIONSHIPS,  AND  RELATED  TRANSACTIONS  AND
DIRECTOR  INDEPENDENCE

     Incorporated  by  reference  to  our definitive proxy statement to be filed
pursuant to Regulation 14A promulgated under the Exchange Act in connection with
our  2010  Annual  Meeting  of  Stockholders.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Incorporated  by  reference  to  our  definitive proxy statement to be
filed  pursuant  to  Regulation  14A  promulgated  under  the  Exchange  Act  in
connection  with  our  2010  Annual  Meeting  of  Shareholders.

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES

     (a) The following documents are filed as part of this Annual Report on Form
10-K  for  the  fiscal  year  ended  December  31,  2009.

1.     Financial  Statements

2.     Schedules-

               None.

3.     Exhibits:

Exhibit  No.     Description  of  Exhibit
------------     ------------------------


2.1          Stock  Purchase  Agreement,  dated  December 13, 2004, by and among
Orbit  International  Corp., TDL Development Laboratory, TDL Manufacturing, Inc.
and  the  respective  Shareholders  of  TDL Development Laboratory, Inc. and TDL
Manufacturing,  Inc.  Incorporated  by  reference to Exhibit 2.1 to Registrant's
Current  Report  on  Form  8-K  for  December  13,  2004.

2.2     Stock  Purchase  Agreement,  dated December 19, 2007, by and among Orbit
International  Corp.,  Integrated  Consulting  Services, Inc. and the respective
shareholders  of  Integrated Consulting Services, Inc. Incorporated by reference
to Exhibit 2.1 to Registrant's Current Report on Form 8-K for December 19, 2007.

3.1     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.

3.2     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.

4.1     Orbit  International  Corp.  2003 Stock Incentive Plan.  Incorporated by
reference to Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2002.

10.1     Employment Agreement, dated as of December 14, 2007, between Registrant
and  Mitchell  Binder.  Incorporated by reference to Registrant's Current Report
on  Form  8-K  for  December  11,  2007.

10.2     Amendment  to  Employment  Agreement  dated  December  22, 2009 between
Registrant  and  Mitchell  Binder.  Incorporated  by  reference  to Registrant's
Current  Report  on  form  8-K  for  December  23,  2009.

10.3     Employment Agreement, dated as of December 14, 2007, between Registrant
and Bruce Reissman.  Incorporated by reference to Registrant's Current Report on
Form  8-K  for  December  11,  2007.

10.4     Employment Agreement, dated as of December 14, 2007, between Registrant
and  Dennis  Sunshine.  Incorporated by reference to Registrant's Current Report
on  Form  8-K  for  December  11,  2007.

10.5     Form  of  Indemnification Agreement between the Company and each of its
Directors  dated  as of September 10, 2001. Incorporated by reference to Exhibit
10(d)  to  Registrant's Annual Report on Form 10-KSB for the year ended December
31,  2001.

10.6     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.

10.7     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.
     Capital  One  Bank.  N.A.  Incorporate  by  referral  to  8-K.

10.8     Credit  Agreement dated as of March 10, 2010 between Registrant and its
subsidiaries  Behlman  Electronics,  Inc,  Tulip  Development Laboratory Inc and
Integrated Consulting Services, and  Capital One, N.A. Incorporated by reference
to  Exhibit  10.1 to Registrant's current report on form 8-K for March 16, 2010.

10.9     Term Loan and Security Agreement dated as of December 19, 2007, between
Orbit  International  Corp.  and  Merrill Lynch Business Financial Services Inc.
("MLBFS").  Incorporated  by  reference  to Exhibit 10.6 to Registrant's Current
Report  on  Form  8-K  for  December  19,  2007.

10.10     Net  lease  dated  as  of  April  4,  2005  by  and  between  Rudy's
Thermo-Nuclear  Devices,  as  Landlord,  and  TDL  Manufacturing,  Inc.  and TDL
Development  Laboratory, Inc.  Incorporated by reference to Registrant's Current
Report  on  Form  8-K  for  April  4,  2005.

10.11     Term Loan and Security Agreement dated as of April 4, 2005 between the
Company  and  Merrill  Lynch  Financial  Business Services Inc.  Incorporated by
reference  to  Registrant's  Current  Report  on  Form  8-K  for  April 4, 2005.

10.12     Collateral  Installment  Note  to  Merrill  Lynch  Financial  Business
Services  Inc.  dated  as  of  April 4, 2005, from the Company.  Incorporated by
reference  to  Registrant's  Current  Report  on  Form  8-K  for  April 4, 2005.

10.13     Employment  Agreement,  dated  December  19,  2007, between Integrated
Consulting  Services,  Inc.  and  Kenneth  J.  Ice. Incorporated by reference to
Registrant's  Current  Report  on  Form  8-K  for  December  19,  2007.

10.14     Employment  Agreement,  dated  December  19,  2007, between Integrated
Consulting  Services,  Inc.  and  Michael R. Rhudy. Incorporated by reference to
Registrant's  Current  Report  on  Form  8-K  for  December  19,  2007.

10.15     Employment  Agreement,  dated  December  19,  2007, between Integrated
Consulting  Services,  Inc. and Julie A. McDearman. Incorporated by reference to
Registrant's  Current  Report  on  Form  8-K  for  December  19,  2007.

10.16     Custody, Pledge and Security Agreement, dated as of December 19, 2007,
by  and  among Orbit International Corp. ("Pledgor"), Kenneth J. Ice, Michael R.
Rhudy and Julie A. McDearman ("Pledgees"), and Phillips Nizer LLP ("Custodian").
Incorporated  by  reference  to  Registrant's  Current  Report  on  Form 8-K for
December  19,  2007.

10.17     Form  of Contingent Promissory Note (three substantially similar notes
were  issued)  from Orbit International Corp. to Kenneth J. Ice. Incorporated by
reference  to  Registrant's  Current  Report  on Form 8-K for December 19, 2007.

10.18     Form  of  Code  of  Ethics between the Company and its Chief Executive
Officer,  Chief Financial Officer and Chief Accounting Officer.  Incorporated by
reference to Registrant's Annual Report on Form 10K-SB for the fiscal year ended
December  31,  2003.

21.1*     Subsidiaries  of  Registrant.

23.1*     Consent  of  Amper,  Politziner  &  Mattia,  LLP.

23.2*     Consent  of  McGladrey  &  Pullen,  LLP.

31.1*     Certification  of  the  Chief  Executive  Officer  required  by  Rule
13a-14(a)  or  Rule  15d-14(a)  and  18  U.S.C.  1350.

31.2*     Certification  of  the  Chief  Financial  Officer  required  by  Rule
13a-14(a)  or  Rule  15d-14(a)  and  18  U.S.C.  1350.

32.1*     Certification  of  the  Chief  Executive  Officer  required  by  Rule
13a-14(b)  or  Rule  15d-14(b)  and  18  U.S.C.  1350.

32.2*     Certification  of  the  Chief  Financial  Officer  required  by  Rule
13a-14(b)  or  Rule  15d-14(b)  and  18  U.S.C.  1350.
_________
     *  Filed  herewith.

                   ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

<TABLE>
<CAPTION>

<S>                                                                                                                <C>
Report of Independent Registered Public Accounting Firm -                                                          F-1
   Amper, Politziner & Mattia, LLP

Report of Independent Registered Public Accounting Firm -                                                          F-2
   McGladrey & Pullen, LLP

Consolidated Financial Statements:

   Balance Sheets as of December 31, 2009 and 2008                                                                 F-3
   Statements of Operations for the Years Ended December 31, 2009 and 2008                                         F-4
   Statements of Stockholders' Equity and Comprehensive Income (Loss) for the Years Ended
     December 31, 2009 and 2008                                                                                    F-5
   Statements of Cash Flows for the Years Ended December 31, 2009 and 2008                                      F-6 - F-7
   Notes to Consolidated Financial Statements                                                                   F-8 - F-25
</TABLE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To  the  Board  of  Directors  and  Stockholders
Orbit  International  Corp.


We  have  audited  the  accompanying  consolidated  balance  sheet  of  Orbit
International  Corp.  and  Subsidiaries as of December 31, 2009, and the related
consolidated  statements  of  operations, stockholders' equity and comprehensive
income  (loss),  and  cash  flows  for  the  year then ended. These consolidated
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  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial  statements  are  free  of  material  misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal  control  over financial reporting. Our audit included consideration of
internal  control  over  financial  reporting  as  a  basis  for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing  an  opinion  on  the effectiveness of the Company's internal control
over  financial  reporting.  Accordingly,  we  express no such opinion. An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  consolidated  financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as  well as evaluating the overall consolidated financial statement
presentation.  We  believe  that  our  audit provides 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,  2009,  and the results of their
operations  and  their  cash  flows  for the year then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


/S/  AMPER,  POLITZINER  &  MATTIA,  LLP


March  31,  2010
New  York,  New  York




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To  the  Board  of  Directors  and  Stockholders
Orbit  International  Corp.


We  have  audited  the  accompanying  consolidated  balance  sheet  of  Orbit
International  Corp.  and  Subsidiaries as of December 31, 2008, and the related
consolidated  statements  of  operations, stockholders' equity and comprehensive
income  (loss),  and  cash  flows  for  the  year  then  ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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  audit  provides  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,  2008  and  the results of their
operations  and their cash flows for the year then ended in conformity with U.S.
generally  accepted  accounting  principles.

/S/  MCGLADREY  &  PULLEN,  LLP
New  York,  New  York

March  31,  2009


<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


DECEMBER 31,                                                                       2009                             2008
------------                                                                     -------                          ---------
ASSETS
<S>                                                                           <C>                               <C>
Current Assets:
  Cash and cash equivalents                                                   $ 2,321,000                       $ 2,080,000
  Investments in marketable securities                                          1,019,000                         1,127,000
  Accounts receivable, less allowance for doubtful accounts of $145,000         3,857,000                         6,333,000
  Inventories                                                                  11,624,000                        11,536,000
  Costs and estimated earnings
   in excess of billings on uncompleted contracts                               1,079,000                               -
  Deferred tax assets                                                             714,000                           850,000
  Other current assets                                                            287,000                           198,000
                                                                              -----------                       -----------
TOTAL CURRENT ASSETS                                                           20,901,000                        22,124,000

Property and equipment, net                                                     1,246,000                           655,000
Intangible assets, net                                                            227,000                         2,346,000
Goodwill                                                                        2,483,000                         2,909,000
Deferred tax assets                                                             1,403,000                         1,322,000
Other assets                                                                      661,000                           644,000
                                                                               ----------                       -----------
TOTAL ASSETS                                                                  $26,921,000                       $30,000,000
                                                                              ===========                       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt                                           $   995,000                       $ 1,777,000
  Notes payable - bank                                                            988,000                           399,000
  Accounts payable                                                              1,084,000                         1,499,000
  Income taxes payable                                                             57,000                            69,000
  Accrued expenses                                                              1,102,000                         1,122,000
  Customer advances                                                                32,000                            37,000
  Deferred income                                                                  85,000                            85,000
                                                                              -----------                       -----------
TOTAL CURRENT LIABILITIES                                                       4,343,000                         4,988,000

Deferred income                                                                   171,000                           257,000
Long-term debt, net of current maturities                                       4,034,000                         5,029,000
                                                                              -----------                       -----------
TOTAL LIABILITIES                                                               8,548,000                        10,274,000
                                                                              -----------                       -----------

Stockholders' Equity:
 Common stock, $.10 par value, 10,000,000 shares authorized,
   4,931,000 and 4,772,000 shares issued at 2009 and 2008, respectively,
   and 4,563,000 and 4,535,000 shares outstanding at 2009 and 2008,
   respectively                                                                   493,000                           477,000
Additional paid-in capital                                                     21,464,000                        21,032,000
Treasury stock, at cost                                                          (913,000)                         (529,000)
Accumulated other comprehensive income (loss), net of income tax                   65,000                          (125,000)
Accumulated deficit                                                            (2,736,000)                       (1,129,000)
                                                                              -----------                      ------------
STOCKHOLDERS' EQUITY                                                           18,373,000                        19,726,000
                                                                              -----------                       -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $26,921,000                       $30,000,000
                                                                              ===========                      ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<S>                                                                           <C>                              <C>
YEARS ENDED DECEMBER 31,                                                             2009                              2008
-----------------------                                                         -----------                     -------------

Net sales                                                                      $26,518,000                        $27,364,000

Cost of sales                                                                   15,790,000                         15,805,000
                                                                               -----------                       ------------
Gross profit                                                                    10,728,000                         11,559,000
                                                                                ----------                        -----------

Selling, general and administrative expenses                                    10,248,000                         10,381,000

Impairment of intangible assets                                                  1,622,000                               -

Goodwill impairment                                                                426,000                          6,889,000

Interest expense                                                                   208,000                            342,000

Investment and other income, net                                                  (208,000)                          (154,000)
                                                                                ----------                         -----------
Total expenses, net                                                             12,296,000                         17,458,000
                                                                                ----------                         -----------
Loss before income tax provision                                                (1,568,000)                        (5,899,000)

Income tax provision                                                                39,000                            108,000
                                                                                ----------                         -----------
Net loss                                                                       $(1,607,000)                       $(6,007,000)
                                                                               ============                        ===========

Net loss per common share:

Basic                                                                          $      (.37)                       $     (1.33)
                                                                               ============                       ============
Diluted                                                                        $      (.37)                       $     (1.33)
                                                                               ============                       ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>



ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2009 AND 2008
--------------------------------------
<S>                                                                           <C>                              <C>
                                                                                                         ACCUMULATED
                                        COMMON STOCK                                                     OTHER
                                       10,000,000 SHARES                                                 COMPREHENSIVE
                                         AUTHORIZED       ADDITIONAL   RETAINED EARNINGS                 INCOME (LOSS),
                                  SHARES                  PAID-IN     (ACCUMULATED     TREASURY STOCK    NET OF
                                  ISSUED       AMOUNT     CAPITAL      DEFICIT)       SHARES    AMOUNT   INCOME TAX           TOTAL
                                  -------      -------    -------      -----------    ------     -----   -------------    ---------
Balance at January 1, 2008        4,724,000    $472,000  $20,766,000    $4,878,000       -          -      $(33,000)    $26,083,000

Share-based compensation expense      -           -          250,000          -          -          -        -              250,000

Issuance of restricted stock         40,000       4,000       (4,000)         -          -          -        -                 -

Exercise of options                   8,000       1,000        9,000          -          -          -        -               10,000

Tax benefit of stock option exercise    -           -         11,000          -          -          -        -               11,000

Purchase of treasury stock              -            -           -            -       237,000   $(529,000)   -             (529,000)

Unrealized gain (loss) on marketable
  securities, net of income tax         -            -           -            -          -          -       (92,000)        (92,000)

Net loss                                -            -           -       (6,007,000)     -          -        -           (6,007,000)
                                                                                                                         ----------
Comprehensive loss- 2008                                                                                                 (6,099,000)
                                  ---------    -------   -----------   ------------   --------   --------  ---------    -----------
Balance at December 31, 2008      4,772,000     477,000   21,032,000     (1,129,000)  237,000    (529,000) (125,000)     19,726,000

Share-based compensation expense       -           -         310,000          -            -         -          -           310,000

Issuance of restricted stock         84,000       8,000       (8,000)         -            -         -          -              -

Exercise of options                  75,000       8,000       76,000          -           -          -          -            84,000

Tax benefit of stock option exercise    -            -        54,000          -           -          -          -            54,000

Purchase of treasury stock              -            -          -             -       131,000    (384,000)      -          (384,000)

Unrealized gain (loss) on marketable
  securities, net of income tax         -            -         -              -          -           -      190,000         190,000

Net  loss                               -            -         -         (1,607,000)     -           -          -        (1,607,000)
                                                                                                                         ----------
Comprehensive loss-2009                                                                                                  (1,417,000)
                                  ---------    --------    -----------  -----------   -------  ---------   --------     -----------
Balance at December 31, 2009      4,931,000    $493,000   $21,464,000   $(2,736,000)  368,000   $(913,000)  $65,000     $18,373,000
                                 ==========    ========   ===========   ===========  ========   ========== ========     ===========


</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,                                                          2009                             2008
------------------------                                                      ---------                       ----------


<S>                                                                     <C>                                   <C>
Cash flows from operating activities:

  Net loss                                                              $    (1,607,000)                     $(6,007,000)

  Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:

    Impairment of intangible assets                                           1,622,000                            -
    Goodwill impairment                                                         426,000                        6,889,000
    Share-based compensation expense                                            310,000                          250,000
    Amortization of intangible assets                                           497,000                          623,000
    Depreciation and amortization                                               242,000                          203,000
    Bond premium amortization                                                     6,000                           15,000
    Loss on disposal of fixed assets                                               -                              23,000
    Bad debts                                                                    10,000                             -
    Unrealized impairment loss on write down of marketable securities            39,000                          130,000
    (Gain) loss on sale of marketable securities                                (26,000)                          11,000
    Deferred income                                                             (86,000)                        (332,000)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                              2,466,000                       (1,772,000)
      Increase in inventories                                                   (88,000)                      (1,083,000)
      (Increase) decrease in costs and earnings in excess of billings        (1,079,000)                         136,000
      (Increase) decrease in other current assets                               (89,000)                          91,000
      Increase in other assets                                                  (17,000)                         (10,000)
      (Decrease) increase in accounts payable                                  (415,000)                         115,000
      Decrease in customer advances                                              (5,000)                        (126,000)
      Decrease in taxes payable                                                 (12,000)                         (93,000)
      Decrease in accrued expenses                                              (20,000)                        (273,000)
                                                                            ------------                     ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                           2,174,000                       (1,210,000)

Cash flows from investing activities:
    Purchase of marketable securities                                              -                          (1,029,000)
    Sale of marketable securities                                               388,000                        3,598,000
    Purchase of property and equipment                                         (842,000)                        (190,000)
    Sale of fixed asset                                                           9,000                             -
    Cash paid for acquisition of ICS                                               -                            (122,000)
                                                                             -----------                      -----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                            (445,000)                       2,257,000

Cash flows from financing activities:
  Purchase of treasury stock                                                   (384,000)                        (529,000)
  Repayments of long-term debt and note payable-bank                         (2,884,000)                      (3,943,000)
  Proceeds from issuance of note payable-bank                                 1,696,000                        1,919,000
  Proceeds from exercise of stock options                                        84,000                           10,000
                                                                              ----------                      ----------
NET CASH USED IN FINANCING ACTIVITIES                                        (1,488,000)                      (2,543,000)

(continued)

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------
(CONTINUED)


Net increase (decrease) in cash and cash equivalents                            241,000                       (1,496,000)

Cash and cash equivalents at beginning of year                                2,080,000                        3,576,000
                                                                          -------------                     ------------
Cash and cash equivalents at end of year                                  $   2,321,000                      $ 2,080,000
                                                                          =============                      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
--------------------------------------------------

Cash paid during the year for interest                                   $      207,000                      $   349,000
                                                                         ==============                       ==========
Cash paid during the year for income taxes                               $       61,000                      $   256,000
                                                                         ==============                       ==========


</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION  AND  BUSINESS:

The  consolidated  financial  statements  include  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 currently operates in two reporting segments, the Electronics Group
and  the  Power Group. The Electronics Group is comprised of the Company's Orbit
Instrument  Division  ("Orbit"),  its  TDL subsidiary, and Integrated Consulting
Services,  Inc.  d/b/a  Integrated  Combat  Systems  ("ICS").  Orbit and TDL are
engaged  in  the design and manufacture of electronic components and subsystems.
ICS  performs  system  integration  for  gun  weapons  systems  and fire control
interface  as  well  as  logistics support and documentation. The Power Group is
comprised  of  the Company's Behlman subsidiary and is engaged in the design and
manufacture  of commercial and custom power units. The Electronics Group and the
Power  Group  both  conduct  their  operations  in  the  United  States.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES:

     GENERAL

     The  preparation  of  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. On an on-going basis, we re-evaluate our judgments
and  estimates  including  those  related  to inventory valuation, the valuation
allowance  on  our  deferred  tax  asset,  goodwill  impairment,  valuation  of
share-based  compensation,  revenue  and cost recognition on long-term contracts
accounted for under the percentage-of-completion method and other than temporary
impairment  on  marketable  securities.

     RECLASSIFICATION

     For  comparability,  certain  2008  amounts  have  been reclassified, where
appropriate,  to  conform  to  the  financial  presentation  in  2009.

     CASH  EQUIVALENTS

     The  Company  considers  all  highly  liquid investments with a maturity of
three  months  or  less  when  purchased  to  be  cash  equivalents. The Company
maintains  cash  in  bank  deposit  accounts,  which, at times, exceed federally
insured  limits.  The  Company has not experienced any losses on these accounts.

     MARKETABLE  SECURITIES

     The  Company's  investments are classified as available-for-sale securities
and are stated at fair value, based on quoted market prices, with the unrealized
gains  and  losses,  net  of  income tax, reported in other comprehensive income
(loss).  Realized  gains  and losses are included in investment income. Prior to
adoption  of  an  amendment  to  Accounting  Standards Codification ("ASC") 320,
Investments  -  Debt  and  Equity  Securities, any decline in value judged to be
other-than-temporary on available-for-sale securities was included in investment
income. After adoption of an amendment to ASC 320 at the beginning of the second
quarter  of  2009,  any  decline  in  value judged to be other-than-temporary on
available-for-sale securities are included in earnings to the extent they relate
to  a  credit loss. A credit loss is the difference between the present value of
cash  flows  expected  to  be collected from the security and the amortized cost
basis.  The amount of any impairment related to other factors will be recognized
in  comprehensive  income.  The  cost  of  securities  is  based  on  the
specific-identification  method.  Interest  and dividends on such securities are
included  in  investment  income.

     ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

     Accounts  receivable  are  reported  at  their outstanding unpaid principal
balances  reduced  by an allowance for doubtful accounts.  The Company estimates
doubtful  accounts  based  on  historical bad debts, factors related to specific
customers'  ability  to pay and current economic trends.  The Company writes off
accounts  receivable  against  the  allowance when a balance is determined to be
uncollectible.

     INVENTORIES

     Inventories,  which consist of raw materials, work-in-process, and finished
goods,  are  recorded  at  the  lower  of  cost (specific, average and first-in,
first-out  basis)  or  market.

     PROPERTY  AND  EQUIPMENT

     Property  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 3 to 10 years.  Leasehold improvements are
amortized using the straight-line method over the remaining term of the lease or
the  estimated  useful  life  of  the  improvement,  whichever  is  less.

     LONG-LIVED  ASSETS

     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. In the
event  the  future  undiscounted cash flows of the long-lived asset is less than
the  carrying  value,  the  Company  will  record  an  impairment charge for the
difference  between  the  carrying  value  and  the fair value of the long-lived
asset.

     GOODWILL

     The  Company records goodwill as the excess of purchase price over the fair
value  of identifiable net assets acquired. In accordance with ASC 350, goodwill
is  not amortized but instead tested for impairment on at least an annual basis.
The Company's annual goodwill impairment test is performed in the fourth quarter
each  year. If the goodwill is deemed to be impaired, the difference between the
carrying  amount  reflected  in  the financial statements and the estimated fair
value  is recognized as an expense in the period in which the impairment occurs.
In  determining  the  recoverability of goodwill, assumptions are made regarding
estimated future cash flows and other factors to determine the fair value of the
assets.

     INCOME  TAXES

     The  Company  recognizes  deferred  tax assets and liabilities based on the
expected  future  tax  consequences  of  events  that  have been included in the
financial  statements or tax returns. Under this method, deferred tax assets and
liabilities  are  determined  based  on  the  difference  between  the financial
statement  and  tax  bases  of assets and liabilities using enacted tax rates in
effect  for the year in which the differences are expected to reverse. Valuation
allowances  have  been  established  to reduce deferred tax assets to the amount
expected  to  be  realized.

     REVENUE  AND  COST  RECOGNITION

     The  Company  recognizes a substantial portion of its revenue upon delivery
of  product,  however  for  certain  products,  revenue  and costs under larger,
long-term  contracts  are  reported  on the percentage-of-completion method. For
projects  where  materials  have  been  purchased  but have not been placed into
production, the costs of such materials are excluded from costs incurred for the
purpose  of  measuring  the  extent of progress toward completion. The amount of
earnings  recognized  at  the  financial  statement  date  is  based  on  an
efforts-expended  method,  which measures the degree of completion on a contract
based  on  the  amount  of  labor  dollars  incurred compared to the total labor
dollars expected to complete the contract. When an ultimate loss is indicated on
a  contract,  the  entire  estimated  loss is recorded in the period the loss is
identified.  Assets  related  to  these  contracts  are  included  in  costs and
estimated  earnings  in excess of billings on uncompleted contracts as they will
be  liquidated  in  the  normal course of contract completion, although this may
require  more  than  one  year. The components of cost and estimated earnings in
excess  of  billings  on  uncompleted  contracts  are  the  sum  of  the related
contract's  direct  material, direct labor, manufacturing overhead and estimated
earnings  less  accounts  receivable  billings.

     All  contracts  are  for  products made to specific customer specifications
with  no  right  of  return.  All  units  are  shipped with a one-year warranty.

     COMPREHENSIVE  INCOME  (LOSS)

     Comprehensive  income  (loss)  consists of net income (loss) and unrealized
gains  and  losses  on  marketable  securities,  net  of  tax.

     STOCK  BASED  COMPENSATION

     The  Company accounts for share-based compensation awards based on the fair
value  of  the  awards on the date of grant and expensing such compensation over
the  vesting  periods  of  the  awards.

     EARNINGS  PER  SHARE

     Basic  earnings  per  share  is  computed  by  dividing net earnings by the
weighted  average number of shares of common stock outstanding. Diluted earnings
per  share  is  computed  by  dividing  net  earnings by the sum of the weighted
average  number  of  shares  of common stock and the effect of unexercised stock
options  and  the  unearned  portion  of  restricted  stock  awards.

     FREIGHT  AND  DELIVERY  COSTS

     The Company's freight and delivery costs were $116,000 and $106,000 for the
years  ended  December 31, 2009 and 2008, respectively. These costs are included
in  selling,  general  and  administrative  expenses.

     RESEARCH  AND  DEVELOPMENT  EXPENSES

     Research  and  development  costs  are expensed when incurred.  The Company
expensed  approximately  $1,446,000  and $1,398,000 for research and development
during  the  years  ended  December  31,  2009  and  2008,  respectively.


     RECENT  ACCOUNTING  PRONOUNCEMENTS

     The  Financial  Accounting  Standards Board ("FASB") issued FASB Accounting
Standards Codification effective for financial statements issued for interim and
annual  periods  ending  after  September 15, 2009. The ASC is an aggregation of
previously  issued  authoritative  U.S. generally accepted accounting principles
("GAAP")  in  one  comprehensive  set  of guidance organized by subject area. In
accordance  with  the  ASC, references to previously issued accounting standards
have  been  replaced  by  ASC  references.  Subsequent revisions to GAAP will be
incorporated  into  the  ASC through Accounting Standards Updates (ASU). The ASC
did  not  have  an effect on the Company's consolidated results of operations or
financial  condition.

     In  April  2009,  the  FASB issued amended accounting principles related to
recognition  and  presentation  of  other-than-temporary  impairments (ASC 320).
These  amended  principles  changed existing guidance for determining whether an
impairment  of  debt  securities is other than temporary. It also required other
than  temporary  impairments  to  be  separated into the amount representing the
decrease  in cash flows expected to be collected from a security (referred to as
credit  losses)  which is recognized in earnings and the amount related to other
factors which is recognized in other comprehensive income (loss). This noncredit
loss  component  of the impairment may only be classified in other comprehensive
income (loss) if the holder of the security concludes that it does not intend to
sell  and  it  will  not  more  likely than not be required to sell the security
before  it  recovers  its  value. If these conditions are not met, the noncredit
loss  must be recognized in earnings. When adopting this amendment, an entity is
required  to  record  a  cumulative effect adjustment as of the beginning of the
period  of  adoption  to  reclassify  the  noncredit  component  of a previously
recognized other than temporary impairment from retained earnings to accumulated
other  comprehensive income. This amendment was effective for interim and annual
periods  ending  after  June  15,  2009.  The adoption of this amendment did not
materially  impact  the  Company's  consolidated  financial  statements.

In  April  2009,  the  FASB  issued  amended  accounting  principles  related to
determining  fair  value  when the volume and level of activity for the asset or
liability have significantly decreased and identifying transactions that are not
orderly.  (ASC  820).  This amendment provides additional guidance on estimating
fair  value when the volume and level of activity for an asset or liability have
significantly  decreased  in relation to normal market activity for the asset or
liability. The amendment also provides additional guidance on circumstances that
may indicate that a transaction is not orderly. This amendment was effective for
interim  and  annual  periods  ending  after June 15, 2009. The adoption of this
amendment  did  not  materially  impact  the  Company's  consolidated  financial
statements.


     In  April  2009,  the  FASB  issued  amended  principles related to interim
disclosures  about fair value of financial instruments (ASC 825). This amendment
relates  to  fair  value  disclosures for any financial instruments that are not
currently  reflected  on  the balance sheet of companies at fair value. Prior to
issuance,  fair values for these assets and liabilities were only required to be
disclosed  once  a  year.  This  amendment  now  requires these disclosures on a
quarterly  basis  effective June 30 2009, providing qualitative and quantitative
information  about  fair value estimates for all those financial instruments not
measured  on  the  balance  sheet  at  fair  value.


3.  INVENTORIES:

Inventories  consist  of  the  following:

December 31,                        2009                 2008
                                  -------              -------
Raw materials                   $  7,569,000       $  7,108,000
Work-in-process                    3,328,000          3,853,000
Finished goods                       727,000            575,000
                                ------------      -------------
                                $ 11,624,000       $ 11,536,000
                                ============      =============

4.  MARKETABLE SECURITIES:

The  following  is  a  summary  of  the  Company's available-for-sale marketable
securities  at  December  31,  2009  and  2008:


                                                  Unrealized
                          Adjusted     Fair       Holding
December 31, 2009         Cost         Value      Gain (loss)
-----------------         -------      -----      ------------

Corporate Bonds        $   915,000    $1,018,000    $  103,000
U.S. Government
  Agency Bonds               1,000         1,000          -
                       -----------     ----------   ----------
Total                  $   916,000    $1,019,000    $  103,000
                       ===========    ==========    ==========


December 31, 2008
-----------------

Corporate Bonds         $  974,000   $   779,000      (195,000)
U.S. Government
  Agency Bonds             350,000       348,000        (2,000)
                        ----------   -----------     ----------
Total                   $1,324,000   $ 1,127,000     $(197,000)
                        ==========   ===========     ==========

Maturities of marketable securities classified as available-for-sale at December
31,  2009  are  as  follows:


Due after one year through five years                  $830,000
Due after five years through ten years                   86,000
                                                       --------
                                                       $916,000
                                                       ========

During  2009  and  2008, the Company charged $39,000 and $130,000, respectively,
against investment and other income-net to record the impairment in market value
of  certain  available-for-sale  securities  deemed  to be other than temporary.


5.  FAIR VALUE OF FINANCIAL INSTRUMENTS:

Effective  January 1, 2008, the Company adopted ASC 820, Fair Value Measurements
and  Disclosures, which applies to all financial assets and liabilities that are
being  measured  and  reported  on  a  fair  value  basis.  ASC 820 requires new
disclosure  that  establishes  a  framework for measuring fair value in GAAP and
expands  disclosure  about  fair  value measurements. This statement enables the
reader  of  the  financial statements to assess the inputs used to develop those
measurements by establishing a hierarchy for ranking the quality and reliability
of  the  information  used to determine fair values. The statement requires that
assets and liabilities carried at fair value will be classified and disclosed in
one  of  the  following  three  categories:

     Level 1: Quoted market prices in active markets for identical assets or
              liabilities.
     Level 2: Observable market based inputs or unobservable inputs that are
              corroborated by market data.
     Level 3: Unobservable inputs that are not corroborated by market data.

In  determining the appropriate levels, the Company performs a detailed analysis
of  the assets and liabilities that are subject to ASC 820. All of the Company's
cash  and  cash  equivalents  are  considered  Level  1  investments.

The  tables  below  present  the  balances, as of December 31, 2009 and 2008, of
assets  and  liabilities  measured  at  fair value on a recurring basis by level
within  the  hierarchy.


     2009             Total       Level  1       Level  2       Level  3
     ----             -----       --------       --------       --------

Corporate  Bonds   $1,018,000     $1,018,000     $   -          $   -
U.S.  Government
Agency  Bonds           1,000          1,000         -              -
                  -----------    -----------     ---------       ------

Total  Assets      $1,019,000     $1,019,000     $   -          $   -
                   ==========     ==========     ========        =======


     2008             Total       Level  1      Level  2       Level  3
     ----             -----       --------     --------        --------

Corporate  Bonds   $ 779,000      $ 779,000     $   -           $   -
U.S.  Government
Agency  Bonds        348,000        348,000         -               -
                    -------        -------       ------         -------

Total  Assets     $1,127,000     $1,127,000     $   -           $   -
                  ==========     ==========      ======          =======


The  Company's  only  asset  or  liability  that  is measured at fair value on a
recurring  basis  is  marketable  securities,  based  on quoted market prices in
active  markets  and  therefore  classified  as  level  1  within the fair value
hierarchy. The carrying value of cash and cash equivalents, accounts receivable,
accounts payable and short-term debt reasonably approximate their fair value due
to  their  relatively  short  maturities.  Long-term  debt  carrying  value  is
approximate  to  its  fair  value  at  the  balance  sheet  date. The fair value
estimates  presented  herein were based on market or other information available
to  management. The use of different assumptions and/or estimation methodologies
could  have  a  significant  effect  on  the  estimated  fair  value  amounts.


6. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS:

At  December  31,  2009,  costs  and estimated earnings in excess of billings on
uncompleted  contracts  consist  of:

Costs  incurred  on  uncompleted  contracts          $2,211,000
Estimated  earnings                                     980,000
                                                      ----------
                                                      3,191,000
Less:  billings  to  date                            (2,112,000)
                                                     -----------
Cost  and  estimated  earnings  in  excess  of
   billings  on  uncompleted  contracts              $1,079,000
                                                     ===========


  7.     INTANGIBLE ASSETS AND GOODWILL:

The  Company  applies  ASC 350, Intangibles-Goodwill and Other. ASC 350 requires
that  an  intangible  asset with a finite life be amortized over its useful life
and  that  goodwill  and  other  intangible  assets with indefinite lives not be
amortized  but  evaluated  for  impairment.  The  Company  performs  its  annual
impairment  test  of  goodwill at the end of its fiscal year and tests its other
intangible  assets  when  impairment  indicators  are  present.

At  December  31,  2009, the Company's goodwill and intangible assets consist of
the  following:
<TABLE>
<CAPTION>
<S>                            <C>             <C>                <C>               <C>                <C>
                               Estimated         Gross                                                  Net
                               Useful            Carrying          Accumulated       Accumulated        Carrying
                               Life              Value             Amortization      Impairment         Value
                             ------------     ------------        -------------      ----------         -----------

Goodwill                                        $9,798,000              -           $(7,315,000)       $2,483,000
                                               ===========        ==============    ============      ===========

Intangible Assets:

  Contract relationships      15 Years           2,000,000           (267,000)       (1,593,000)          140,000
  Contract backlog            1-5 Years          1,750,000         (1,668,000)            -                82,000
  Non-compete
     agreements                3 Years             415,000           (381,000)          (29,000)            5,000
                                                ----------         -----------      -----------       ------------
                                                $4,165,000        $(2,316,000)      $(1,622,000)      $   227,000
                                                ==========        ============      ============      ============

</TABLE>

At December 31, 2008, the Company's goodwill and intangible assets consist of
the following:
<TABLE>
<CAPTION>
<S>                            <C>             <C>                <C>               <C>                <C>
                               Estimated         Gross                                                  Net
                               Useful            Carrying          Accumulated       Accumulated        Carrying
                               Life              Value             Amortization      Impairment         Value
                             ------------     ------------        -------------      ----------         ----------

Goodwill                                        $9,798,000              -           $(6,889,000)       $2,909,000
                                               ===========        ==============    ============      ============

Intangible Assets:

  Contract relationships      15 Years           2,000,000           (133,000)            -             1,867,000
  Contract backlog            1-5 Years          1,750,000         (1,338,000)            -               412,000
  Non-compete
     agreements                3 Years             415,000           (348,000)            -                67,000
                                                ----------         -----------      -----------       ------------
                                                $4,165,000        $(1,819,000)            -           $ 2,346,000
                                                ==========        ============      ============      ============
</TABLE>
Amortization expense for the next five years is expected to be as follows:

     Year ending December 31,

     2010          98,000
     2011          11,000
     2012          11,000
     2013          11,000
     2014          11,000


The  Company  recognized  amortization  expense of $497,000 and $623,000 for the
years  ended  December  31,  2009  and  2008,  respectively.

During  the fourth quarter of 2009, the Company's ICS subsidiary was notified by
one  of  its  major  customers  that a replacement was under consideration for a
portion  of  significant  future  contract  requirements for which ICS was being
considered  but  not  guaranteed  a  future  award.  Consequently,  the  Company
determined  that  future  cash  flows  for  ICS could potentially decrease. As a
result, the Company determined the undiscounted future cash flows for certain of
the  Company's  intangible assets are less than their carrying value. Therefore,
the  Company has recorded an impairment charge relating to its intangible assets
in  the  amount  of $1,622,000 in the year ended December 31, 2009, representing
the  excess  carrying  values  over  their  fair  values. Also during the fourth
quarter  2009,  after  completing  the  annual  impairment  testing  of goodwill
pursuant  to  ASC  350,  the  Company concluded an impairment charge of $426,000
should  be taken in connection with the goodwill arising from the acquisition of
ICS  in  2007.  In  the prior year, after completing our impairment testing, the
Company  concluded  an  impairment  charge  of  $6,889,000  should  be  taken in
connection  with the recorded goodwill arising from our TDL and ICS acquisitions
made  in  2005  and  2007,  respectively. The methods used to determine the fair
value  of the Company's reporting units were an income approach (discounted cash
flow  analysis  based  on  financial  and  operating  projections)  and a market
approach  (comparison  of financial data for publicly traded companies engage in
similar  lines  of  business).

8.  PROPERTY AND EQUIPMENT:


Property  and  equipment  at  cost,  consists  of  the  following:



December 31,                                      2009              2008
                                                 ------            ------
Leasehold improvements                     $     851,000       $    274,000
Computer equipment                               572,000            487,000
Machinery and equipment                        1,479,000          1,421,000
Autos                                             87,000            101,000
Furniture and fixtures                           778,000            677,000
                                           -------------       -------------
                                               3,767,000          2,960,000
Accumulated depreciation and amortization     (2,521,000)        (2,305,000)
                                           -------------       ------------
                                           $   1,246,000       $    655,000
                                           =============       ============

The  Company recognized, on a straight-line basis, depreciation and amortization
expense of $242,000 and $203,000 for the years ended December 31, 2009 and 2008,
respectively.

  9.  DEBT:

     During March 2010, the Company entered into a new $3,000,000 line of credit
with a new commercial lender secured by all assets of the Company.  In addition,
the  Company  refinanced  its  existing  term loans with the same aforementioned
commercial  lender  with  a  new  five-year  $4,655,000  term loan facility that
matures April 2015.  The interest rate on the line of credit is equal to; at the
Company's  option,  either  2%  plus  the  one-month  LIBOR or the prime rate of
interest  plus  0%.  The  interest  rate  on  the  term loan is equal to; at the
Company's  option,  either  3%  plus  the  one-month  LIBOR or the prime rate of
interest  plus  0.5%.  The  aggregate  amount of principal outstanding under the
line  of  credit  cannot exceed a borrowing base of eligible accounts receivable
and inventory, as defined. The line of credit will expire on June 1, 2011 unless
sooner  terminated  for  an  event  of  default  including  adherence to certain
financial  covenants.

The  Company  previously  had  a credit agreement and three term loan agreements
with  a  different commercial lender. As a result of lower profitability related
to  customer  contract and shipping delays during 2008 and 2009, the Company was
not  in  compliance  with  certain  of  its  financial  covenants during certain
reporting  periods  during  2008  and 2009. In all instances, such defaults were
waived by the Company's lender in consideration for waiver fees. The Company was
in  compliance with all of the financial covenants of its new lender at December
31,  2009.

     In March 2010, the Company fully paid the outstanding principal on its term
loans  and  line  of  credit  with  its  previous commercial lender. Outstanding
borrowings under the previous line of credit were $988,000 at December 31, 2009.

The Company's long-term debt obligations are as follows:

<TABLE>
<CAPTION>
<S>                                                                            <C>                   <C>
December 31,                                                                       2009                 2008
--------------------------------------------------------------                 ----------            ---------
Term loan agreement, collateralized by all business assets of
the Company, used to finance the acquisition of TDL ("TDL
Shareholder Note"). Payable in thirty (30) monthly payments
of approximately $35,000. The loan bears interest equal to
the one-month LIBOR rate (0.23% at December 31, 2009)
plus 4.00%. The loan was fully paid in January 2010.                          $   35,000          $  455,000

Term loan agreement, collateralized by all business assets of
the Company, used to finance the acquisition of TDL ("TDL
 Term Loan"). Payable in fifty-nine (59) monthly principal
payments of approximately $60,000 and a sixtieth payment
of approximately $1,190,000 in 2010. The loan bears interest
 equal to the one-month LIBOR rate (0.23% at December 31,
 2009) plus 4.00%. The loan was fully paid in March 2010.                      1,726,000           2,440,000

Term loan agreement, collateralized by all business assets of
the Company, used to finance the acquisition of ICS ("The
ICS Term Loan"). Payable in fifty-nine (59) monthly
payments of approximately $54,000 and a sixtieth (60th)
 payment of approximately $1,339,000 in 2013. The loan
 bears interest equal to the one-month LIBOR rate (0.23%
at December 31, 2009) plus 4.00%. The loan was fully paid in
 March 2010.                                                                   3,268,000           3,911,000
                                                                              ----------         -----------
                                                                               5,029,000           6,806,000
Less: current portion                                                            995,000           1,777,000
                                                                              ----------         -----------
                                                                              $4,034,000          $5,029,000
                                                                              ==========          ==========
</TABLE>


     Pursuant  to  the  terms of its new lending arrangement entered into with a
new  commercial lender in March 2010 and in accordance with ASC 470, the Company
(i)  reclassified  the TDL Term Loan, with a maturity date in 2010, to long term
and  (ii)  reclassified the short term portion of its term loans at December 31,
2009.

     Principal  payments  due  on  the  Company's long-term debt are as follows:


Year ending December 31,

2010                       $995,000
2011                        931,000
2012                        931,000
2013                        931,000
2014 and thereafter       1,241,000
                         ----------
                        $ 5,029,000
                        ===========



  10.  STOCK-BASED COMPENSATION PLANS:

     The  Company  has various stock-based compensation plans, which provide for
the  granting of nonqualified and incentive stock options, as well as restricted
stock  awards  to  officers,  key employees and nonemployee directors. The plans
authorize  the  granting  to  officers  and  key  employees,  stock  options and
restricted  stock  awards,  to acquire up to 1,891,000 common shares.  Each plan
grants  options  at  the market value of the Company's stock on the date of such
grant  and  all  options  expire ten years after granted.  The terms and vesting
schedules for share-based awards vary by type of grant and the employment status
of the grantee with vesting ranging from one to ten years.  Generally the awards
vest based upon time-based conditions. Stock option exercises are funded through
the  issuance  of the Company's common stock. Stock compensation expense for the
years  ended December 31, 2009 and 2008 was $310,000 and $250,000, respectively.




The  following  table  summarizes  activity  in  stock  options:

December 31,                      2009                            2008
-------------                   -------                         --------

                                           Average
                               Weighted-   Remaining                   Weighted-
                               Average     Contractual                 Average
                               Exercise    Term                        Exercise
                    Options    Price       (in years)       Options    Price
                   --------  ----------   -----------      --------  ----------
Outstanding at
 beginning of year    591,000     $3.19        4            599,000     $3.15

Granted                85,000      2.00        6              9,000      7.51

Forfeited            (125,000)     2.15        -             (9,000)     5.94

Exercised             (75,000)     1.13        -             (8,000)     1.26
                     ---------  -------     -------        ---------   --------

Outstanding at end of
 Year                 476,000     $3.58        3            591,000     $3.19
                      =======     =====      =====          =======     =====
Outstanding
 exercisable at end
 of year              405,000     $3.85        3            582,000     $3.13
                      =======     =====      =====          =======    ======
Weighted-average fair
 value of options granted
 during the year                  $2.00                         $3.06
                                  =====                         =====

The  following  table summarizes information about stock options outstanding and
exercisable  at  December  31,  2009:

                 Options  Outstanding                Options  Exercisable
                 --------------------               ---------------------
                                Weighted-
                                average       Weighted-              Weighted-
                                Remaining     average                average
Range  of          Number       Contractual   Exercise   Number      Exercise
Exercise  Prices   Outstanding  Life/Years    Price      Exercisable Price
----------------  ------------ -----------  ---------  -----------  -----------
$  .60  -  $1.07     99,000         1          $1.06      99,000      $1.06
$1.26  -   $1.62     11,000         -          $1.26      11,000      $1.26
$1.92  -   $2.04    111,000         4          $1.98      40,000      $1.96
$2.40  -   $3.70      4,000         3          $3.61       4,000      $3.61
$4.51  -   $9.07    251,000         4          $5.38     251,000      $5.38
----------------  ----------   ---------  ----------  ----------   --------
$  .60  -  $9.07    476,000         3          $3.58     405,000      $3.85
================  ==========   =========  ==========  ==========   ========

At  December  31,  2009, 125,000 shares of common stock were reserved for future
issuance  of  stock  options,  restricted  stock  and stock appreciation rights.

At  December  31, 2009, the aggregate intrinsic value of options outstanding was
$514,000  and the aggregate intrinsic value of options exercisable was $383,000.
At  December  31, 2008, the aggregate intrinsic value of options outstanding and
exercisable  was  $127,000.  The intrinsic value of options exercised during the
years  ended  December 31, 2009 and 2008 was approximately $147,000 and $30,000,
respectively.

The  Company  estimated the fair value of its stock option awards on the date of
grant  using  the  Black-Scholes valuation model. The assumptions used for stock
option  grants  issued  during  the  following  periods  were  as  follows:

December  31,                                  2009                  2008
-------------                              --------                ----------

Expected  Volatility                           61.86%        49.16%  to  49.62%

Risk-free  interest  rate                       1.88%         3.70%  to  4.16%

Expected  term  of  options  (in  years)        4.5                  3.6

Dividend  Yield                                  -                    -


Expected  volatility  assumptions  utilized  for 2009 and 2008 were based on the
volatility  of  the  Company's  stock price for 4.5 and 3.6 years, respectively,
prior  to grant date. The risk-free rate for 2009 and 2008 is derived from the 5
and  10  year U.S. treasury yield on grant date, respectively. Expected life for
2009  was  estimated  using  the  "simplified"  method,  as  allowed  under  the
provisions  of  the  Securities  and Exchange Commission Staff Bulletin No. 107,
since  there  was no prior history of similar stock option grants. Expected life
for  2008  was based on prior history of similar option activity. Dividend yield
is  based  on  prior  history  of  cash  dividends  declared.

The following table summarizes the Company's nonvested stock option activity for
the  year  ended  December  31,  2009:

                                     Number  of     Weighted-Average
                                     Shares         Grant-Date  Fair  Value
                                     ------         -----------------------

Nonvested  stock  options
 at  January  1,  2009                  9,000               $3.06

Granted                                85,000                1.02

Vested                                (22,000)               1.74

Forfeited                              (1,000)               2.91
                                       ------                ----

Nonvested  stock  options
 at  December  31,  2009               71,000               $1.02
                                       ======              ======


At  December  31, 2009, there was approximately $13,000 of unearned compensation
cost  related to the above non-vested stock options.  The cost is expected to be
recognized  over  approximately  the  next  four  years.

The following table summarizes the Company's nonvested stock option activity for
the  year  ended  December  31,  2008:

                                   Number  of       Weighted-Average
                                   Shares           Grant-Date  Fair  Value
                                   ------           -----------------------

Nonvested  stock  options
 at  January  1,  2008               9,000                   $3.82

Granted                              9,000                    3.06

Vested                              (8,000)                   3.81

Forfeited                           (1,000)                   3.92
                                    -------                  -----
Nonvested  stock  options
 at  December  31,  2008             9,000                   $3.06
                                     =====                   =====

The  Company's stock based employee compensation plans allow for the issuance of
restricted  stock  awards  that  may  not be sold or otherwise transferred until
certain  restrictions have lapsed. The unearned stock-based compensation related
to  restricted stock granted is being amortized to compensation expense over the
vesting  period, which ranges from two to ten years. The share based expense for
these  awards was determined based on the market price of the Company's stock at
the date of grant applied to the total number of shares that were anticipated to
vest.  During  the  year ended December 31, 2009, approximately 84,000 shares of
restricted  stock  were  awarded to senior management and independent directors.
During  the  year  ended  December  31,  2008,  approximately  40,000  shares of
restricted stock were awarded to senior management. As of December 31, 2009, the
Company  had  unearned  compensation  of  $930,000  associated  with  all of the
Company's  restricted  stock  awards.

11.  EMPLOYEE BENEFIT PLAN:

     A  profit  sharing  and incentive-savings plan provides benefits to certain
employees  who  meet  specified  minimum  service and age requirements. The plan
provides for contributions by the Company equal to 1/2 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 $229,000 and $235,000 to the plan during
the  years  ended  December  31,  2009  and  2008,  respectively.

12.  INCOME TAXES:

     For  the  year  ended December 31, 2009, the Company utilized net operating
loss  carry-forwards  to  offset income taxes except for $39,000 of state income
and federal minimum tax expense.  For the comparable period in 2008, the Company
utilized  net  operating  loss  carry-forwards to offset income taxes except for
$108,000  of  state  income  and  federal  minimum  tax  expense.

     At  December  31, 2009 and 2008, the Company has an alternative minimum tax
credit  of approximately $573,000 with no limitation on the carryforward period.
The  Company  also  has  federal  and  state net operating loss carryforwards of
approximately  $19,000,000  and  $6,000,000, respectively, at December 31, 2009.
The  net  operating  loss  carry-forwards  expire  through  2020. Approximately,
$16,000,000  of  federal  net  operating  loss  carry-forwards  expire  between
2010-2012.

The  Company  recognized  a  $595,000  deferred  tax  benefit for the year ended
December  31,  2008  due to the reversal of the Company's deferred tax liability
relating  to its goodwill. The Company's goodwill impairment charge for the year
ended  December  31,  2008  resulted  in  a  deferred  tax  asset for the timing
difference of its goodwill. The Company also recorded a net deferred tax expense
of  $595,000  due  to  the  reversal  of  timing differences, utilization of net
operating  losses and an increase to its valuation allowance on its deferred tax
asset. The increase in its valuation allowance was due to the Company's decrease
in  confidence  in  attaining  projected  future  profitability.

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

December 31,                                   2009                     2008
                                             -------                   -------
Tax at U.S. statutory rates                    (34.0%)                (34.0%)
State income and federal minimum taxes           2.0%                   2.0%
Change in valuation allowance                   33.0%                  33.0%
Other items, net                                 1.0%                   1.0%
                                             --------                 -------
                                                 2.0%                   2.0%
                                             ========                ========

Deferred tax assets (liabilities) are comprised of the following:

December 31,                                       2009                    2008
------------                                     ------                  -------

Alternative minimum tax credit carry-forward    $ 573,000           $   573,000

Net operating loss and capital loss
carryfowards (including pre-acquisition
net operating losscarry-forwards)               6,655,000             6,972,000

Temporary differences in bases of assets and
 liabilities:

  Accounts receivable and inventory               435,000               203,000
  Marketable securities                            53,000                   -
  Accrued expenses                                222,000               212,000
  Stock-based compensation                         76,000                49,000
  Goodwill                                      1,591,000             1,677,000
  Intangible assets                             1,103,000               432,000
  Deferred revenue                                 94,000               125,000
  Property and equipment                         (197,000)             (101,000)
                                              -----------            ----------
                                                3,377,000             2,597,000
                                              -----------            ----------
Total deferred tax assets, net                 10,605,000            10,142,000
Valuation allowance                            (8,488,000)           (7,970,000)
                                              -----------          ------------
Net deferred tax assets                        $2,117,000            $2,172,000
                                              ===========          ============
Deferred income taxes are included in the accompanying balance sheet as follows:

                         2009                   2008
                         ----                   ----
Current asset      $   714,000             $   850,000
Long-term asset      1,403,000               1,322,000
                    -----------              ---------
                    $2,117,000              $2,172,000
                    ==========              ==========

On January 1, 2007, the Company adopted amended accounting principles related to
the  accounting  for  uncertainty  in  income  taxes  (ASC  740). This amendment
provides  criteria for the recognition, measurement, presentation and disclosure
of  uncertain  tax  positions.  A  tax benefit from an uncertain position may be
recognized only if it is "more likely that not" that the position is sustainable
based on its technical merits. Additionally, this amendment provides guidance on
derecognition,  classification,  interest  and  penalties, accounting in interim
periods,  disclosure and transition. The Company has evaluated its tax positions
and  has  concluded  that  the  tax  positions  meet  the "more likely-than-not"
recognition  threshold. As such, there are no liabilities recorded for uncertain
tax  positions  at  December  31,  2009  and 2008. The Company's tax returns for
December  31,  2003  and 2004 have been examined by the Internal Revenue Service
which  resulted  in  no  material  adjustments.  The  Company's tax returns from
December  31,  2005  through  December  31, 2009 remain open to examination. The
Company's  policy  is  to recognize interest and penalties relating to uncertain
tax  positions  in  income  tax  expense.

 13.  SIGNIFICANT CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK:

     Sales  to  significant  customers  accounted for approximately 40% (25% and
15%) and 38% (27% and 11%) of the Company's consolidated net sales for the years
ended  December  31,  2009  and  2008,  respectively.

     Significant  customers  of  the  Company's  Electronics Group accounted for
approximately  54%  (31% and 23%) and 63% (36%, 17%, and 10%) of the Electronics
Group's  net sales for the years ended December 31, 2009 and 2008, respectively.

Significant  customers  of the Company's Power Group accounted for approximately
28%  (14%  and 14%) and 22% (12% and 10%) of the Power Group's net sales for the
years  ended  December  31,  2009  and  2008,  respectively.

     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 sales, if
any,  will  not  have  a material effect on the Company's consolidated 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.

14.  LEASING ARRANGEMENTS:

     In  April 2009, the Company's TDL subsidiary entered into a five year lease
for  a new operating facility commencing November 1, 2009. Monthly rent payments
will  be  approximately  $15,300  for  the  first  two  years  of  the lease and
approximately $16,600, $17,200 and $17,800 for years three, four and five of the
lease,  respectively.  The  lease  includes  two five year renewable options. In
August  2009,  TDL entered into a sublease with the landlord on a month-to-month
basis  for  $1,250  per  month.


     The  Company  entered  into  a  sale-leaseback of its operating facility in
2001.  The  initial  term  of  the  operating  lease  expires in 2013 and may be
extended  by  the  Company  at  its  option  through  February 2025. The Company
recorded  a deferred gain on the sale which is being recognized over the initial
term of the lease. Additional operating leases are for the ICS facility, a sales
office,  vehicles  and  office  equipment.

     Future minimum lease payments as of December 31, 2009 under all operating
lease agreements that have initial or remaining noncancelable lease terms in
excess of one year are as follows:

Year ending December 31,

     2010                                    903,000
     2011                                    892,000
     2012                                    883,000
     2013                                    448,000
     2014                                    214,000
                                          ----------
Total future minimum lease payments       $3,340,000
                                          ==========


Rent  expense  for  operating leases was approximately $740,000 and $711,000 for
the  years  ended  December  31,  2009  and  2008,  respectively.

15.  COMMITMENTS:

     The  Company has employment agreements, all for a term of three years, with
its  three  executive officers and six other principal officers. At December 31,
2009,  the  total  contractual  obligations under these agreements over the next
three  years  is  approximately  $3,436,000.  In  addition,  the three executive
officers  will  be entitled to bonuses based on certain performance criteria, as
defined,  and  the  other  six  officers  are  entitled  to  bonuses  based on a
percentage  of  earnings  before  taxes,  as  defined.  Total bonus compensation
expense was approximately $324,000 and $315,000 for the years ended December 31,
2009  and  2008,  respectively.

     From  time  to  time, the Company may become a party to litigation or other
legal  proceedings  that  it  considers  to  be a part of the ordinary course of
business.  The  Company  is not currently involved in any legal proceedings that
could  reasonably be expected to have a material adverse effect on its business,
prospects,  financial  condition  or  results  of  operations.

16.   BUSINESS SEGMENTS:

     The Company operates through two reporting segments.  The Electronics Group
is  comprised of the Orbit Instrument Division and TDL and ICS subsidiaries. The
Company's  Power Group is comprised of its Behlman Electronics, Inc. subsidiary.

     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.

The  following  is the Company's reporting segment information as of and for the
years  ended  December  31,  2009  and  2008:

<TABLE>
<CAPTION>
<S>                                                <C>             <C>
Year ended December 31,                                2009          2008
                                                    --------       --------
Net sales:

Electronics Group:
  Domestic                                       $13,595,000   $15,678,000
  Foreign                                          3,116,000     1,851,000
                                                ------------  ------------
Total Electronics Group                           16,711,000    17,529,000

Power Group:
  Domestic                                         9,014,000     8,605,000
  Foreign                                          1,170,000     1,516,000
                                                ------------   -----------
Total Power Group                                 10,184,000    10,121,000

Intersegment Sales                                  (377,000)     (286,000)
                                                -------------  ------------

Total net sales                                  $26,518,000   $27,364,000
                                                 ===========   ===========
Income (loss) from operations:
  Electronics Group (1)                         $(1,569,000)   $(6,059,000)
  Power Group                                     1,509,000      1,654,000
  Intersegment profit                               (82,000)          -
  General corporate expenses not allocated       (1,426,000)    (1,306,000)
  Interest expense                                 (208,000)      (342,000)
  Investment and other income, net                  208,000        154,000
                                                -----------   ------------
  Loss before income tax provision              $(1,568,000)   $(5,899,000)
                                                ============   ============


December 31,                                           2009          2008
                                                      -----         -------
Assets:
  Electronics Group                             $12,629,000   $12,888,000
  Power Group                                     5,916,000     5,834,000
  General corporate assets not allocated          8,828,000    11,278,000
  Elimination of intersegment receivables          (370,000)        -
  Elimination of intersegment gross profit in
     ending inventory                               (82,000)        -
                                                -----------   ------------
       TOTAL ASSETS                             $26,921,000   $30,000,000
                                                ===========   ===========


Depreciation and amortization:
  Electronics Group                             $   710,000   $   796,000
  Power Group                                        29,000        30,000
  Corporate                                           6,000        15,000
                                                -----------  ------------
TOTAL DEPRECIATION AND AMORTIZATION             $   745,000   $   841,000
                                                ===========  =============
 </TABLE>

(1)     Includes goodwill and intangible assets impairment charges of $2,048,000
and  $6,889,000  in  2009  and  2008,  respectively.


17.   NET LOSS PER COMMON  SHARE:

The following table sets forth the computation of basic and diluted net loss per
common  share:

Year  Ended  December  31,                            2009              2008
                                                    -------          --------
Denominator:
  Denominator for basic net loss per
  share -   weighted-average common shares          4,365,000       4,509,000

Effect of dilutive securities:
  Unearned portion of restricted stock awards           -                -
  Employee and director stock options                   -                -

Dilutive potential common shares                        -                -
                                                   -----------    ------------
Denominator for diluted net loss
 per share - weighted-average common
 shares and assumed conversions                     4,365,000       4,509,000
                                                    =========      ===========

The  numerator  for  basic  and  diluted  net loss per share for the years ended
December  31,  2009  and  2008  is  the  net  loss  for  each  year.

During  the  years  ended December 31, 2009 and 2008, the Company had net losses
and  therefore  did  not  include, respectively, 248,000 and 196,000 incremental
common  shares  and  options  in  its calculation of diluted net loss per common
share  an  inclusion  of  such  securities  would  be  anti-dilutive.

18.   RELATED PARTY TRANSACTION:

     TDL leased a facility from a limited partnership, the ownership of which is
controlled by the former shareholders of TDL. The lease commenced April 2005 and
ended  January 2010 and provided for monthly payments of $9,100 and increases of
2%  each year for the first two renewal periods and 3% for the final two renewal
periods.  For  the years ended December 31, 2009 and 2008, the total amount paid
under  this  lease  was  approximately  $120,000  and  $116,000,  respectively.

19.  EQUITY:

In  August  2008, the Company's Board of Directors authorized a stock repurchase
program  allowing  the Company to purchase up to $3.0 million of its outstanding
shares  of  common  stock in open market or privately negotiated transactions in
compliance with applicable laws and regulations including the SEC's Rules 10b5-1
and  10b-18.  The timing and amount of repurchases under the program will depend
on  market  conditions  and  publicly  available  information  and,  therefore,
repurchase  activity  may  be suspended or discontinued at any time. During year
ended December 31, 2009, the Company repurchased approximately 131,000 shares of
its  common  stock  at  an average purchase price of $2.92 per share. Total cash
consideration  for the repurchased stock was approximately $384,000. From August
2008  through March 29, 2010, the Company purchased approximately 369,000 shares
of  its  common  stock  for total cash consideration of $915,000 representing an
average  purchase  price  of  $2.48  per  share.




                                   SIGNATURES
                                   ----------

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

     ORBIT  INTERNATIONAL  CORP.


Dated:  March  31,  2010                    By:  /s/  Dennis  Sunshine
                                                 ---------------------
                                                 Dennis  Sunshine,  President
                                                 and  Chief  Executive  Officer

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


SIGNATURE                       TITLE                          DATE
----------                      -----                           ----

/s/ Dennis Sunshine     President, Chief Executive         March 31, 2010
-------------------        Officer and Director
Dennis Sunshine         (Principal Executive Officer)


/s/ Mitchell Binder     Executive Vice President,and       March 31, 2010
-------------------      Chief Financial Officer,
Mitchell Binder                and  Director
                        (Principal Financial and
                           Accounting Officer)

/s/ Bruce Reissman      Executive Vice President, and      March 31, 2010
-------------------       Chief Operating Officer
Bruce Reissman                     Director

/s/ Fredric Gruder                 Director                March 31, 2010
-------------------
Fredric Gruder

/s/ Bernard Karcinell              Director                March 31, 2010
----------------------
Bernard Karcinell

/s/ Lee Feinberg                   Director                March 31, 2010
-----------------
Lee Feinberg

/s/ Sohail Malad                   Director                March 31, 2010
-----------------
Sohail Malad