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,  2010

     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 S-T( 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( 229.405 of this chapter)  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,  2010):  $11,055,899

Number  of  shares  of  common stock outstanding as of March 30, 2011: 4,734,220

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  2011  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,
                                                      ------------
<S>                                             <C>           <C>
                                                 2010            2009
                                              -------------  ------------
Net sales (1):
----------------------------------------------
Electronics Group
      Domestic                                  $15,798,000   $15,380,000
      Foreign                                     1,031,000     1,331,000
                                              ------------    ------------
Total Electronics Group                         $16,829,000   $16,711,000

Power Group
      Domestic                                  $ 8,908,000   $ 9,014,000
      Foreign                                     1,179,000     1,170,000
                                                ------------  ------------
Total Power Group                               $10,087,000   $10,184,000
----------------------------------------------
Income (loss) before income tax provision (2):
----------------------------------------------
Electronics Group                               $(2,986,000)  $(1,569,000)
Power Group                                     $ 1,437,000   $ 1,509,000
----------------------------------------------  ------------ ------------
Assets:
----------------------------------------------
Electronics Group                               $12,297,000   $12,629,000
Power Group                                     $ 6,089,000   $ 5,916,000
----------------------------------------------  ------------  ------------
<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 $924,000
and $2,048,000 in 2010 and 2009, respectively.

     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.
</TABLE>

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  programs.

     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  continues 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.

     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.

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,  as  well  as the latest fleet upgrade for domestic and foreign
military  aircraft.

     Orbit  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  Orbit  designed  IDA  thigh  pad.

By  focusing  on  the avionics market, TDL has designed, qualified and delivered
displays  for  mission support in the HH-60 helicopter, providing real time data
to the operator. This program opportunity will support both current and retrofit
programs

     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  in  2012.
     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 Machinery Control
System  ("MCS")  programs.  The  qualification  phase  of these displays will be
second  quarter  2010.  Production of these displays commenced 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 to
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.

     MK  119  Gun  Computer  System  Cabinet  (GCSC)

     ICS  remains  under  a multi-year contract for the 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 performs processing, interfacing
and  data  extraction  functions.  It is anticipated that the MK119 GCSC product
line  will  be  supplanted  with  increased  orders  for  the  MK110 Signal Data
Converter.

     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.

     MK  110  Serial  Data  Converter

     The  MK 119 GCSC designed and built exclusively by ICS has been adapted for
use on the DDG-51 modernization (Backfit) program.  The redesigned enclosure has
been  provided  with the nomenclature - MK 110 Serial Data Converter (SDC).  The
SDC  will  allow  the  newly modernized DDG-51 Class Combat Management System to
easily  interface  with  legacy  Gun  System  hardware.  ICS  is currently under
contract  for  three prototype SDC units.  These prototype units are being built
to  the  ICS  design  baseline.

     Harness  Assemblies

     ICS  is  leveraging its core competencies in electronics enclosure assembly
into  a  cable  harness assembly Manufacturing Center of Excellence (MCoE).  The
MCoE will support the organic Orbit International Corp. CCA requirements as well
as  afford  a  stable  base  for  enhanced  harness  assembly  sales.  While  no
additional  training  or  certification  is  required  to  support this elevated
capability ICS will migrate from ISO 9001 certification to AS-9100 certification
during  calendar  year  2011.

     Selected Products

ICS  builds  a  wide range of system integration products, including fiber optic
cables,  specialty  enclosures,  traditional shipboard cable sets (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  Nuclear,  Biological  and  Chemical  ("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 ("VOIP") 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"). 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.

     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.

     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

     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 the shore.  The Navy has selected two contractors, Lockheed
Martin  and  Austal USA to build differently designed hulls (or seaframes).  ICS
worked  diligently  to support both prime contractors as they prepared their bid
responses.  ICS  is  currently  in discussions with first-tier subcontractors to
both successful LCS bidders to provide a number of required components including
cable  assemblies,  consoles  and  various  interconnecting  panels. However, we
believe the potential new business from this program will be less than initially
expected.

Circuit  Card  Assemblies

     ICS  is in the process of developing an organic pick-and-place Circuit Card
Assembly  ("CCA")  capability.  Once  fully mature, this capability will support
the  organic  Orbit  International  Corp.  CCA  requirements as well as afford a
stable  base  for  enhanced  CCA  sales.

Naval  Fire  Control  System

     On  U.S.  Navy ships, the Naval Fire Control System (NFCS - also designated
the  AN/SYQ-27)  is  a system to plan gunfire support of friendly forces ashore.
Since the forces requesting support may be from any branch of the military, NFCS
operates  with the Army's Advanced Field Artillery Tactical Data System (AFATDS)
as  well  as the Navy's Global Command and Control System and existing Naval Gun
Fire  Control  Systems.  NFCS  has  been  installed aboard the USS Arleigh Burke
Class  Destroyers DDG-81 through DDG-90 and is planned for introduction onto the
remaining  USS  Arleigh  Burke Class Destroyers as well as the Ticonderoga Class
Cruisers.

     ICS  is  the  OEM for the Navy's signature Gun Fire Control System - the MK
160  Gun Fire Control System.  ICS is continually exploring opportunities to add
NFCS  related  products  to  its  portfolio.

Electronic  Cabinetry

     In  response  to  market-based  influences  ICS  is  developing 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  the  Department  of  Defense  customer  base.

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, which will include CE mark for European sales.

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  has  developed  a new line of ruggedized UPS to be used in military and
high  end  industrial  applications.

In  response  to  customer  requests,  Behlman is has developed and continues to
expand  its  line  of  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  primarily marketed by the sales
personnel  and  management  of  the  respective  operating  units.  Manufactures
representatives  have recently been added as well.  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  24% and 12%, respectively, of our consolidated net sales for
the year ended December 31, 2010.  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,  BAE  Systems  and  Raytheon Company, accounting for
approximately  31%,  19% and 13%, respectively, of the net sales of such segment
for  the year ended December 31, 2010.  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 Telephonics and various agencies of
the  United  States  Government,  both  accounting for approximately 21% and 13%
respectively,  of  the net sales of such segment for the year ended December 31,
2010.  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,  2010  and  2009  our  backlog  was  as  follows:

                                     2010            2009
                                     ----            ----
       Electronics Group       $ 14,000,000     $12,000,000
       Power Group                6,000,000       6,000,000
                                -----------     -----------
       Total                    $20,000,000     $18,000,000
                                ===========     ===========

     All  but  approximately  $941,000  of  the  backlog  at  December 31, 2010,
represents  backlog under contracts that are expected to be shipped during 2011.

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.

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,  2010  and  2009.

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  $1,412,000  and  $1,446,000  of  research  and
development  expenses  during  the  years  ended  December  31,  2010  and 2009,
respectively.  During  the years ended December 31, 2010 and 2009, we recognized
revenue  of  approximately  $701,000  and  $987,000,  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  17, 2011, we employed 139 persons, all on a full-time basis.
Of  these,  our  Electronics  Group  employed  87  people,  consisting  of 24 in
engineering  and  drafting, 4 in sales and marketing, 16 in direct and corporate
administration  and  the  balance  in  production.  Our  Power Group employed 52
people,  consisting  of  14 in engineering and drafting, 6 in sales, 4 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

     Our  plant  and executive offices are located at 80 Cabot Court, Hauppauge,
New  York.  This facility which 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.  Effective January 1, 2011, we entered
into an amendment to the lease. The amendment extended the lease expiration date
to  December  31,  2019  and  modified  the  monthly  lease  payment as follows;
approximately  $32,500  for  January  2011  through December 2013, approximately
$35,400  for  January  2014 through December 2016, and approximately $38,600 for
January 2017 through December 2019. Our landlord agreed, at its sole expense, to
make  certain  improvements  to  the  facility.

     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 only paid certain operating expenses, 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 2009.  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.


ITEM  3.     LEGAL  PROCEEDINGS


     In  March  2011,  in  connection  with  the  non-renewal  of his employment
agreement,  our  former chief executive officer filed for an arbitration hearing
in the City of New York to settle a claim regarding certain disputed contractual
obligations.  At  December  31,  2010,  we recorded an expense of $2,000,000 for
estimated  costs  associated  with  such  non-renewal.  Included in the recorded
expense  is  $312,000  of stock compensation expense relating to the accelerated
vesting  of  restricted stock issued to such officer. We are committed to paying
the  amount  that  we  believe  is  owed  to  our former chief executive officer
pursuant  to his employment contract. We believe any amount over what we believe
is contractually owed to him is without merit and will be vigorously defended by
us.

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 any other 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 listed 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, 2009 through its fiscal year ended December 31,
2010,  as  reported  on  the  Nasdaq  Capital  Market.

<TABLE>
<CAPTION>


<S>                <C>    <C>
                   HIGH   LOW
                   -----  -----

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
-----------------  -----  -----


2010:

  First Quarter:   $3.83  $3.12
-----------------  -----  -----

  Second Quarter:   3.95   3.05
-----------------  -----  -----

  Third Quarter:    3.55   2.82
-----------------  -----  -----

  Fourth Quarter:   3.94   3.26
-----------------  -----  -----
</TABLE>


HOLDERS

     As  of  March  18,  2011,  the  Company  had  174  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.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  following  table  sets  forth,  as  of  December  31,  2010:

-     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).

<TABLE>
<CAPTION>
EQUITY COMPENSATION PLAN INFORMATION TABLE
<S>                    <C>                          <C>                     <C>
                       (a)                          (b)                     (c)
Plan Category          Number of securities to      Weighted-average         Number of securities
                       be issued upon exercise of   exercise price of        remaining available for
                       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                314,000                   $ 4.24                   12,000

Equity compensation
plans not approved by
security holders                  -0-                        N/A                     -0-
                                -------                   ------                   -------
Total                           314,000                   $ 4.24                   12,000
                               ========                   ======                   =======

</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  SALES  OF  UNREGISTERED  SECURITIES

     During  2010 and 2009, we issued, respectively, 47,553 and 83,825 shares of
restricted  stock  to  management,  key  employees  and  directors.

PURCHASES  OF  EQUITY  SECURITIES  BY  THE  ISSUER  AND  AFFILIATED  PURCHASERS

     In  August  2008,  our  Board  of  Directors  authorized a stock repurchase
program through December 2010, 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 May 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. In May 2010, in connection with an amendment to our
Credit  Agreement,  we  suspended  our  stock  repurchase  program.

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
------------------


     For  the  year  ended  December  31,  2010, our sales slightly increased to
$26,749,000  compared to $26,518,000 during the same period in 2009. Despite the
slight  increase in sales, our net loss increased during 2010 to $3,025,000 from
a  net  loss of $1,607,000 in 2009. The increase in net loss in the current year
was  mainly  attributable to $2,000,000 of costs associated with the non-renewal
of  our former chief executive officer's contract and lower gross margins at our
Electronics  Group.  The  lower  gross  margins  at  our  Electronics Group were
principally  due  to  higher than expected labor and material costs on our MK119
contact  that  was  completed  by  June  30,  2010 and inventory write-downs and
disposals.  Despite  the  increase  in  net  loss  in 2010 compared to 2009, our
selling,  general  and  administrative  expenses decreased to $9,614,000 in 2010
compared  to  $10,248,000  in 2009. In addition, after completing our impairment
testing of goodwill and other intangible assets, we concluded impairment charges
of  $795,000  and  $129,000  should be taken in connection with the goodwill and
recorded  intangible  assets,  respectively, arising from the ICS acquisition in
2007.  In  2009,  we  recorded impairment charges of $1,622,000 and $426,000 for
recorded  intangible  assets  and  goodwill,  respectively,  relating to the ICS
acquisition  in  2007.  All  goodwill  and  intangible  assets  related  to  our
acquisition  of  ICS  have  been  written  off  at  December  31,  2010.


Our  backlog  at  December  31,  2010  was approximately $20,100,000 compared to
$18,400,000 at December 31, 2009.  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.




Despite  our  weak  2010  operating results, our balance sheet remains strong as
evidenced  by our 4.3 to 1 current ratio at December 31, 2010. 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 up to $3,000,000 and (b) entered into
a term loan in the amount of approximately $4,700,000. These new facilities were
used to pay off in full our obligations to our former primary lender pursuant to
a prior credit facility and to provide 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. As a result of our first quarter loss due to
shipping  delays,  we were not in compliance with one of our financial covenants
at  March  31,  2010.  In  addition,  as a result of our fourth quarter loss due
mainly  to  costs  associated with the non-renewal of our former chief executive
officer's  employment  contract,  we  were  not  in  compliance  with one of our
financial  covenants  at December 31, 2010. However, we did negotiate amendments
to  our  Credit  Agreement  in May 2010 and March 2011 and we were in compliance
with  our  financial  covenants  at  June  30,  2010  and  September  30,  2010.


     In  August  2008,  our  Board  of  Directors  authorized a stock repurchase
program through December 2010, 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 May 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. In May 2010, in connection with an amendment to our
Credit  Agreement,  we  suspended  our  stock  repurchase  program.


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, 2010, 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 $22,000,000 and $8,000,000,
respectively that expire through 2030. Approximately, $15,000,000 of federal net
operating  loss carry-forwards expire between 2011-2012. 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  our 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  had a significant amount of
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,  2010 for the remaining
carrying  value  of  goodwill  and  intangible  assets  in  connection  with the
acquisition  of ICS in 2007. An impairment charge was also taken at December 31,
2009 in connection with the recorded goodwill and intangible assets arising from
our  ICS  acquisition.  As  of December 31, 2010, all acquired intangible assets
have  either  been  fully  amortized  or  written  off.

  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, 2010 is as follows: TDL $820,000 and Behlman
$868,000.  After  the impairment charge taken on the remaining carrying value of
ICS'  goodwill  and intangible assets at December 31, 2010, of the two reporting
units  with  goodwill,  TDL  and  Behlman have a fair value that is in excess of
their  carrying  value by approximately 23% and 27%, 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 $656,000 for the year
ended  December  31, 2010. During 2010, 47,553 shares of restricted stock and no
stock options were granted. The estimated fair value 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 $146,000 invested primarily in 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 or 2010.

RESULTS  OF  OPERATIONS:

Year  Ended  December  31,  2010  vs.  Year  Ended  December  31,  2009
-----------------------------------------------------------------------

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

     Consolidated  net  sales  for  the  year  ended December 31, 2010 increased
slightly by 0.1% to $26,749,000 from $26,518,000 for the year ended December 31,
2009  due  to  a  slight  increase in sales from our Electronics Group which was
partially offset by a slight decrease in sales from our Power Group.  Sales from
our  Electronics  Group increased 0.1% which was primarily due to an increase in
sales  from our Orbit Instrument Division and TDL subsidiary which was partially
offset  by  a  decrease in sales from ICS.  The increase in sales from our Orbit
Instrument  Division  of  5.1%  was  primarily  attributable  to  an increase in
bookings in 2010 compared to 2009. Sales from our Power Group slightly decreased
by  0.1%  for the current year due to decreased sales from its COTS division and
despite  increased  sales  from  its  commercial  division.

Gross profit, as a percentage of net sales, for the year ended December 31, 2010
decreased  to 35.4% from 40.5% for the prior year. This decrease resulted mainly
from  a  lower  gross  profit  from  our Electronics Group (28.9% v. 36.4%). The
decrease  in the Electronics Group was due to a lower gross profit at ICS due to
higher than expected labor and material costs associated with the MK119 contract
which  was completed by June 30, 2010. The decrease in the Electronics Group was
also  due  to  inventory disposals and write-downs taken by our Orbit Instrument
Division and TDL subsidiary despite an increase in sales at both divisions.  The
decrease  in  gross profit (45.2% v. 46.4%) from our Power Group was principally
due  to  product  mix  and  a  slight  decrease  in  sales.


Selling, general and administrative expenses decreased by 6.2% to $9,614,000 for
the  year  ended  December 31, 2010 from $10,248,000 for the year ended December
31,  2009 due to a decrease in selling, general and administrative expenses from
both  our Electronics Group and Power Group and lower corporate costs.  Selling,
general  and  administrative  expenses,  as  a percentage of sales, for the year
ended  December  31,  2010  decreased  to  35.9%  from  38.6% for the year ended
December  31,  2009  principally  due  to  a  decrease  in expenses and a slight
increase  in  sales.

     During  the fourth quarter of 2010, we decided not to renew the contract of
one  of  our former senior officers effectively terminating his employment as of
December  31,  2010.  As  a  result,  we  recorded  an expense of $2,000,000 for
estimated  costs  associated  with  the  contract  non-renewal.  Included in the
recorded  expense  is  $312,000  of  stock  compensation expense relating to the
accelerated  vesting  of  restricted  stock  issued  to  such  officer.

During  September  2010,  ICS  received an award for fewer MK 119's than ordered
during  the  prior  year.  In  addition,  during  the fourth quarter of 2010, we
learned  that  the  award  for  potential  new  business  on the U.S. Navy's new
Littoral  Combat  Ship  will  be less than expected. Consequently, we determined
that  future  cash  flows  for  ICS  are  projected to 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  for  the  full  remaining  carrying  value ($129,000) of ICS' intangible
assets  in the year ended December 31, 2010. In the prior year, after completing
our  impairment  testing, we concluded an impairment charge of $1,622,000 should
be  taken  relating  to certain of our intangible assets. Also during the fourth
quarter  2010,  after  completing  the  annual  impairment  testing  of goodwill
pursuant to ASC 350, we concluded an impairment charge of $795,000, representing
the  remaining carrying value of goodwill arising from the acquisition of ICS in
2007,  should  be  taken.  In  the  prior  year, after completing our impairment
testing,  we  concluded  an  impairment  charge  of  $426,000 should be taken in
connection  with  the  recorded  goodwill  arising  from  the  ICS  acquisition.

     Interest expense for the year ended December 31, 2010 increased to $225,000
from  $208,000  for  the  year ended December 31, 2009 due to an increase in the
interest  rate paid on balances outstanding on our term loan and credit facility
and  despite a decrease in the amounts owed to lenders in the current period due
to  the  pay  down  of  our  debt.

     Investment  and other income for the year ended December 31, 2010 increased
to  $275,000 from $208,000 from the prior year principally due to recorded gains
of  $139,000  on  corporate  bonds  sold,  one  of which an other than temporary
impairment  charge  was  taken in the prior period and despite a decrease in the
amounts  invested  during  the  period.

Loss  before income tax provision was $3,012,000 for the year ended December 31,
2010 compared to a loss of $1,568,000 for the year ended December 31, 2009.  The
increase  in  loss  during the current year was principally due to $2,000,000 of
costs  related  to the non-renewal of the contract of our former chief executive
officer  and  lower  gross  profit  and  despite  a  slight increase in sales, a
decrease  in  selling,  general  and  administrative  expenses  and goodwill and
intangible  asset  impairment  charges.

Income  taxes  for  the  year  ended December 31, 2010 was $13,000 consisting of
state  income  and  Federal  minimum taxes that cannot be offset by any state or
Federal  net  operating  loss  carry-forwards that was offset by the reversal of
certain  state  income taxes previously accrued. Income taxes for the year ended
December 31, 2009 was $39,000 consisting of state 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, 2010 was
$3,025,000  compared  to  a  loss  of $1,607,000 for the year ended December 31,
2009.

     Earnings before interest, taxes, depreciation and amortization (EBITDA) for
the  year  ended December 31, 2010 decreased to a loss of $1,487,000 compared to
$1,427,000  for  the  year  ended December 31, 2009.  Listed below is the EBITDA
reconciliation  to  net  loss:

                                                          Year  ended
                                                          December  31,
                                                          -------------
                                                   2010                   2009
                                                   ----                   ----
Net  loss                                     $(3,025,000)          $(1,607,000)
Interest  expense                                 225,000               208,000
Income  tax  expense                               13,000                39,000
Goodwill  and  intangible  asset  impairment      924,000             2,048,000
Depreciation  and  amortization                   376,000               739,000
                                            -------------          ------------
EBITDA                                        $(1,487,000)         $  1,427,000
                                              ============         ============

     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 $15,006,000 at December 31, 2010 as compared
to  $16,558,000  at  December  31, 2009.  The ratio of current assets to current
liabilities  was  4.3 to 1 at December 31, 2010 compared to 4.8 to 1 at December
31,  2009. The reduction in working capital was principally due to the repayment
of debt and to the liability associated with our former chief executive officer.

Net  cash  provided by operating activities for the year ended December 31, 2010
was $431,000, primarily attributable to the liability associated with our former
chief  executive  officer, the non-cash intangible asset and goodwill impairment
charges, amortization of intangible assets, depreciation and amortization, stock
based  compensation, the decrease in cost and earnings in excess of billings and
other assets that was partially offset by the net loss for the year, the gain on
the sale of marketable securities, and the increase in current assets.  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.

Cash flows provided by investing activities for the year ended December 31, 2010
was  $724,000, attributable to the sale of marketable securities that was offset
by the purchase of fixed assets. 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 used in financing activities for the year ended December 31, 2010 was
$1,512,000,  attributable  to  the  repayments of long term debt and purchase of
treasury  stock  that  was  partially  offset  by loan proceeds from our line of
credit  and stock option exercises.  Cash flows used in financing activities for
the  year  ended December 31, 2009 was $1,488,000, was 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.

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.  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.  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  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 expiration date on the line of
credit was extended to August 15, 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.

As  a  result  of  our  first  quarter  loss, primarily due to shipping schedule
delays,  we  were not in compliance with one of our financial covenants at March
31, 2010.  In May 2010, our lender agreed to (i) waive the covenant default; and
(ii) to amend the financial covenant ratio in question for the remainder of 2010
and  replace  it  with  a  new  covenant  related  to  the  Company's  operating
profitability.  The  lender,  in  consideration  of  such  waiver and amendment,
assessed a waiver fee of $25,000 plus legal fees and increased the interest rate
on  our  line  of credit and term debt to the prime rate of interest plus 1% and
the  prime  rate of interest plus 1.5%, respectively.  In addition, we agreed to
enhanced  reporting and monitoring requirements, to suspend our stock repurchase
program, and all future borrowings to be on a prime rate basis only and not on a
LIBOR  basis.

As  a  result  of our fourth quarter loss, primarily due to the costs associated
with  the  non-renewal  of  our  former  chief  executive  officer's  employment
contract,  we  were  not  in  compliance  with one of our financial covenants at
December  31,  2010.  In  March  2011, we and our lender agreed to (i) waive the
covenant  default;  (ii)  replace  a  financial covenant ratio for the first two
quarters of 2011 with a new covenant related to the our operating profitability;
(iii)  modify  the  definition  of  a  financial  covenant; (iv) institute a new
covenant  related to the Company's liquidity; and (v) extend the expiration date
of  our  line of credit to August 15, 2011. The lender, in consideration of such
waiver  and  amendment, assessed a waiver fee of $10,000 plus legal fees but did
not  change  the  interest  rate  on  our  line  of  credit  or  term  debt.

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 through December 2010, 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  May  2010,  we
repurchased approximately 369,000 shares at an average price of $2.48 per share.
Total  consideration  for  the repurchased stock was approximately $915,000.  In
May 2010, in connection with the amendment to our credit agreement, we suspended
our  stock  repurchase  program.

Inflation  has  not  materially  impacted  the  operations  of  our  Company.

Off-Balance  Sheet  Arrangements

     None.

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

     During  the  first  quarter  of  2010,  our  revenue  and profitability was
adversely  affected by approximately $2.8 million in production orders contained
in  the  backlog  of  our  Orbit Instrument Division and TDL subsidiary, some of
which  was scheduled for delivery in the first quarter, that were delayed due to
technical  issues  at  the  prime  contractor  level  that  was unrelated to our
hardware.  Shipments  on  the  orders  for  our  Orbit  Instrument  Division,
approximating  $800,000, commenced in the fourth quarter and have continued into
the  first  quarter  of 2011.  Shipment for the $2,000,000 in orders for our TDL
subsidiary  was  initially  postponed until 2011; however, in November 2010, TDL
received  notification  that  its  prime  contractor  was terminated by the U.S.
Government.  TDL  does  not  have  any  significant  termination  claim  on this
contract.

During  the  third  quarter  of  2010  and  during the fourth quarter, our Orbit
Instrument  Division  received  several  new  follow-on  contract awards for its
legacy hardware.  Based on these awards, our Orbit Instrument Division, in 2010,
recorded  bookings  of  over  $11,000,000,  its highest level in many years.  In
addition,  the  Division  was  recently  notified  by  its prime contractor on a
program  that  it  provides  one  of  its  products  related to Federal Aviation
Administration  air  traffic  control  towers  that  it  is seeking to procure a
significant  amount  of  units  which  could  approximate  $4,400,000.  Delivery
schedules  for these units have not yet been determined although it is currently
expected that the concentration of deliveries will be in 2013.  Nevertheless, we
expect  initial  orders  under this contract to be received during 2011.  Due to
its  increasing  backlog  and  this  latest  opportunity,  our  Orbit Instrument
Division  appears  well  positioned  for  increased revenue and profitability in
2011.

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 the end of
2009  but  due to the delay in the receipt of the award, other cabinets were not
delivered  until  the  second  quarter of 2010 and due to inefficient production
resulting  from the delay, profitability was adversely affected.  We experienced
a  similar  delay in the award of the MK 119 Gun Console System to ICS for 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.

     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  due to the severe recession resulting from the financial crisis.  However,
bookings  from  the  COTS division remained fairly strong.  However, as economic
conditions  started  to improve into 2010, bookings from our commercial division
started  to  improve along with continued strength from our COTS division.  As a
result, our Power Group had another strong year of revenue and profitability for
2010  and  improved  economic conditions has our Power Group well positioned for
increased  revenue  and  profitability  for  2011.

In  April  2005,  we  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.  Although  we are heavily dependent upon military spending as a source
of  revenues  and  income,  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.   Due  to  budget  constraints,  government  spending is coming under
intense  pressure and the defense budget, usually immune from such pressures, is
also  under  review.

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.  However, we believe that any future cuts in
defense  spending  will  be in certain areas of the defense budget that will not
affect  us.  In  fact, we believe that defense budget dollars that are allocated
to modernization and refurbishment of military equipment will remain the same or
increase  which  will  generally  benefit  us.

   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.
However,  once  initial production is received, we believe we are generally well
positioned to receive follow-on orders depending on government needs and funding
requirements.

     There  is  no  seasonality  to  our  business.  Our  revenues are generally
determined  by  the  shipping schedules outlined in the purchase orders received
from  our  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.

Despite  the  expected  increase in military refurbishment and modernization, 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  for  our  development  costs,  it  will not generate any significant
profits.

          In  May  2009,  we  hired  an  investment  banker  to pursue strategic
alternatives to enhance shareholder value.  Those investment banker's activities
were  primarily focused on a potential sale of the Company.  In January 2011, we
terminated  the  services  with  such  investment  banker  and  we are no longer
actively  pursuing  a  sale  of  the  Company.

     In  March  2011,  we  hired  a  new investment banker to help us expand our
operations  and  achieve  better  utilization of our existing facilities 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.  However,  there is no assurance that any future acquisition will be
accomplished.  In addition, 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 existing operations which may be adversely affected.



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.     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 Acting Chief
Executive  Officer  and  Acting  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 Acting Chief
Executive  Officer  and  the  Acting  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,  2010,  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,  2010.

     There have been no changes in our internal control over financial reporting
during  the three months ended December 31, 2010, that have materially affected,
or  are  reasonably  likely  to  materially  affect,  our  internal control over
financial  reporting.

     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,  2010.


          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  2011  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  2011  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  2011  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  2011  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  2011  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,  2010.

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     Amendment  to  Employment  Agreement  dated  February  25, 2011 between
Registrant and Bruce Reissman. Incorporated by reference to Registrant's Current
Report  on  Form  8-K  for  February  25,  2011.

10.6     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.

10.7     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.

10.8     First  Amendment  to Lease between the Company and 80 Cabot Realty, LLC
dated  as  of  January  1,  2011.  Incorporated  by reference to Exhibit 10.1 to
Registrant's  Current  Report  on  Form  8-K  for  February  22,  2011.
10.9     Credit  Agreement dated as of March 10, 2010 between Registrant and its
subsidiaries  Behlman  Electronics,  Inc,  Tulip Development Laboratory Inc. and
Integrated  Consulting  Services,  Inc.  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.

10.10     Security  Agreement  dated as of March 10, 2010 between Registrant and
its subsidiaries Behlman Electronics, Inc, Tulip Development Laboratory Inc. and
Integrated  Consulting  Services,  Inc.  and  Capital  One, N.A. Incorporated by
reference  to  Exhibit 10.2 to Registrant's Current Report on Form 8-K for March
16,  2010.

10.11     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.

10.12     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.

10.13     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.

10.14     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.

10.15     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.

10.16     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.

10.17     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.

10.18     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.

10.19     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.

10.20     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.

10.21*    Amendment  and  Waiver  to  Credit  Agreement

21.1*     Subsidiaries  of  Registrant.

23.1*     Consent  of  EisnerAmper  LLP.

23.2*     Consent  of  Amper,  Politziner  &  Mattia,  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.

<PAGE>

<TABLE>
<CAPTION>

                                                    ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES

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

<S>                                                                                                                   <C>
Report of Independent Registered Public Accounting Firm -                                                             F-1
  EisnerAmper LLP

Report of Independent Registered Public Accounting Firm -                                                             F-2
  Amper, Politziner & Mattia, LLP

Consolidated Financial Statements:

   Balance Sheets as of December 31, 2010 and 2009                                                                    F-3
   Statements of Operations for the Years Ended December 31, 2010 and 2009                                            F-4
   Statements of Stockholders' Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2010 and 2009  F-5
   Statements of Cash Flows for the Years Ended December 31, 2010 and 2009                                         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 (the "Company") as of December 31, 2010 and
the  related  consolidated  statements  of  operations, stockholders' equity and
comprehensive  (loss),  and  cash  flows  for  the year ended December 31, 2010.
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 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
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 consolidated financial position of Orbit
International  Corp.  and  Subsidiaries  as  of  December  31,  2010  and  the
consolidated results of their operations and their cash flows for the year ended
December 31, 2010 in conformity with accounting principles generally accepted in
the  United  States  of  America.


/s/ EisnerAmper  LLP
New  York,  New  York
March  31,  2011




            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 (the "Company") as of December 31, 2009 and
the  related  consolidated  statements  of  operations, stockholders' equity and
comprehensive  (loss),  and  cash  flows  for  the year ended December 31, 2009.
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 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 also 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 consolidated financial position of Orbit
International  Corp.  and  Subsidiaries  as  of  December  31,  2009  and  the
consolidated results of their operations and their cash flows for the year ended
December 31, 2009 in conformity with accounting principles generally accepted in
the  United  States  of  America.


/s/ Amper,  Politziner  &  Mattia,  LLP
New  York,  New  York
March  31,  2010


<TABLE>
<CAPTION>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<S>                                                                                  <C>          <C>
DECEMBER 31,                                                                              2010            2009
---------------------------------------------------------------                   ------------     -----------
ASSETS
Current Assets:
  Cash and cash equivalents                                                        $ 1,964,000     $ 2,321,000
  Investments in marketable securities                                                 146,000       1,019,000
  Accounts receivable, less allowance for doubtful accounts of $145,000              3,927,000       3,857,000
  Inventories                                                                       11,627,000      11,624,000
  Costs and estimated earnings
   in excess of billings on uncompleted contracts                                      468,000       1,079,000
  Deferred tax asset                                                                   391,000         714,000
  Other current assets                                                               1,043,000         287,000
                                                                                     ---------       ----------
TOTAL CURRENT ASSETS                                                                19,566,000      20,901,000

Property and equipment, net                                                          1,172,000       1,246,000
Intangible assets, net                                                                    -            227,000
Goodwill                                                                             1,688,000       2,483,000
Deferred tax asset                                                                   1,847,000       1,403,000
Other assets                                                                           106,000         661,000
                                                                                     ---------      ----------
TOTAL ASSETS                                                                       $24,379,000     $26,921,000
                                                                                   ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt                                                $   931,000     $   995,000
  Notes payable - bank                                                                 387,000         988,000
  Accounts payable                                                                     794,000       1,084,000
  Liability associated with former chief executive officer                           1,194,000            -
  Income taxes payable                                                                   -              57,000
  Accrued expenses                                                                   1,051,000       1,102,000
  Customer advances                                                                    118,000          32,000
  Deferred income                                                                       85,000          85,000
                                                                                   -----------     -----------
TOTAL CURRENT LIABILITIES                                                            4,560,000       4,343,000

  Deferred income                                                                       86,000         171,000
  Liability associated with former chief executive officer,
    net of current portion                                                             494,000             -
  Long-term debt, net of current portion                                             3,026,000       4,034,000
                                                                                    ----------      ----------
TOTAL LIABILITIES                                                                    8,166,000       8,548,000
                                                                                   -----------      ----------
Stockholders' Equity:
 Common stock, $.10 par value, 10,000,000 shares authorized,
   5,101,000 and 4,931,000 shares issued at 2010 and 2009, respectively,
   and 4,732,000 and 4,563,000 shares outstanding at 2010 and 2009,
   respectively                                                                        510,000         493,000
 Additional paid-in capital                                                         22,360,000      21,464,000
 Treasury stock, at cost, 369,000 and 368,000 shares, respectively                    (915,000)       (913,000)
 Accumulated other comprehensive income, net of income tax                              19,000          65,000
 Accumulated deficit                                                                (5,761,000)     (2,736,000)
                                                                                    -----------    ------------
STOCKHOLDERS' EQUITY                                                                16,213,000      18,373,000
                                                                                    ----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $24,379,000     $26,921,000
                                                                                   ===========     ============
</TABLE>


<TABLE>
<CAPTION>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31,                                                                  2010           2009
                                                                                 -------------     -----------
<S>                                                                              <C>              <C>
Net sales                                                                           $26,749,000   $26,518,000

Cost of sales                                                                        17,273,000    15,790,000
                                                                                    -----------   ------------
Gross profit                                                                          9,476,000    10,728,000
                                                                                    -----------   ------------

Selling, general and administrative expenses                                          9,614,000    10,248,000

Costs related to non-renewal of former chief executive officer contract               2,000,000         -

Impairment of intangible assets                                                         129,000     1,622,000

Goodwill impairment                                                                     795,000       426,000

Interest expense                                                                        225,000       208,000

Investment and other income, net                                                       (275,000)     (208,000)
                                                                                     -----------   -----------
Total expenses, net                                                                  12,488,000    12,296,000
                                                                                     ----------    -----------
Loss before income tax provision                                                     (3,012,000)   (1,568,000)

Income tax provision                                                                     13,000        39,000
                                                                                     ----------    -----------
Net loss                                                                            $(3,025,000)  $(1,607,000)
                                                                                    ============  ============

Net loss per common share:

Basic                                                                               $      (.66)  $      (.37)
                                                                                    ============  ============
Diluted                                                                             $      (.66)  $      (.37)
                                                                                    ============  ============

</TABLE>


<TABLE>
<CAPTION>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2010 AND 2009
 --------------------------------------
                                        COMMON STOCK                                                       ACCUMULATED OTHER
                                    10,000,000 SHARES                                                      COMPREHENSIVE
                                        AUTHORIZED        ADDITIONAL                                       INCOME (LOSS),
                                    SHARES                PAID-IN      ACCUMULATED       TREASURY STOCK    NET OF INCOME
                                    ISSUED       AMOUNT   CAPITAL      DEFICIT        SHARES       AMOUNT  TAX                TOTAL
                                   -------      -------  --------      -------------  ------       ------  ------------    --------
<S>                                     <C>    <C>       <C>           <C>          <C>
Balance at January 1, 2009        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)

Change in unrealized gains
 and losses 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
                                   ---------      -------   ----------  ----------     ---------   ---------   --------  ----------

Share-based compensation expense        -            -          656,000       -             -           -         -         656,000

Issuance of restricted stock          48,000        5,000        (5,000)      -             -           -         -            -

Exercise of options                  128,000       13,000       150,000       -             -           -         -         163,000

Tax benefit of stock option
  exercise                               -             -         94,000       -             -           -         -          94,000

Purchase of treasury stock               -             -             -        -            1,000     (2,000)      -          (2,000)

Forfeiture of restricted stock       (6,000)       (1,000)        1,000       -             -           -         -             -

Change in unrealized gains
 and losses on marketable
  securities, net of income tax          -             -             -        -              -          -      (46,000)     (46,000)

Net  loss                                -             -             -  (3,025,000)          -          -          -     (3,025,000)
                                                                                                                         ----------
Comprehensive loss- 2010                                                                                                 (3,071,000)
                                    ----------     --------  ---------  ----------     -----------   --------  --------  ----------
Balance at December 31, 2010       5,101,000     $510,000  $22,360,000 $(5,761,000)      369,000   $(915,000)  $19,000  $16,213,000
                                   =========     ========= =========== ===========      =========  ==========  =======  ===========

</TABLE>


<TABLE>
<CAPTION>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,                                                           2010                        2009
------------------------                                                          -----                       ------
<S>                                                                           <C>                     <C>
Cash flows from operating activities:

  Net loss                                                                    $ (3,025,000)            $(1,607,000)

  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Impairment of intangible assets                                                129,000               1,622,000
    Goodwill impairment                                                            795,000                 426,000
    Share-based compensation expense                                               656,000                 310,000
    Amortization of intangible assets                                               98,000                 497,000
    Depreciation and amortization                                                  278,000                 242,000
    Bond premium amortization                                                        1,000                   6,000
    Bad debts                                                                          -                    10,000
    Unrealized impairment loss on write down of marketable securities                  -                    39,000
    Gain on sale of marketable securities                                         (129,000)                (26,000)
    Deferred income                                                                (85,000)                (86,000)
    Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable                                   (70,000)               2,466,000
      Increase in inventories                                                       (3,000)                 (88,000)
      Decrease (increase) in costs and earnings in excess of billings              611,000               (1,079,000)
      (Increase) in other current assets                                          (756,000)                 (89,000)
      Decrease (increase) in other assets                                          555,000                  (17,000)
       Increase in liability associated with former chief executive officer      1,688,000                      -
      Decrease in accounts payable                                                (290,000)                (415,000)
      Increase (decrease) in customer advances                                      86,000                   (5,000)
      Decrease in taxes payable                                                    (57,000)                 (12,000)
      Decrease in accrued expenses                                                 (51,000)                 (20,000)
                                                                                -----------              -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                          431,000                2,174,000

Cash flows from investing activities:
    Sale of marketable securities                                                  928,000                  388,000
    Purchase of property and equipment                                            (204,000)                (842,000)
    Sale of fixed asset                                                               -                       9,000
                                                                                -----------              ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                724,000                 (445,000)

Cash flows from financing activities:
  Purchase of treasury stock                                                        (2,000)                 (384,000)
  Repayments of long-term debt and note payable-bank                            (3,682,000)               (2,884,000)
  Proceeds from issuance of note payable-bank                                    2,009,000                 1,696,000
  Proceeds from exercise of stock options                                          163,000                    84,000
                                                                                ----------                -----------
NET CASH USED IN FINANCING ACTIVITIES                                           (1,512,000)               (1,488,000)
                                                                                ----------                -----------

(continued)

<PAGE>

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


Net (decrease) increase in cash and cash equivalents                              (357,000)                    241,000

Cash and cash equivalents at beginning of year                                   2,321,000                   2,080,000
                                                                               -----------                  -----------
Cash and cash equivalents at end of year                                      $  1,964,000                 $ 2,321,000
                                                                              ============                 ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for interest                                        $    231,000                 $   207,000

Cash paid during the year for income taxes                                    $     69,000                     $61,000


</TABLE>

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.

     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. Inventories are shown net of any reserves relating
to  any  potential  slow  moving  or  obsolete  inventory.

     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 are 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 stock-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  (LOSS)  PER  SHARE

     Basic earnings (loss) per share is computed by dividing net earnings (loss)
by  the  weighted  average number of shares of common stock outstanding. Diluted
earnings (loss) per share is computed by dividing net earnings (loss) by the sum
of the weighted average number of shares of common stock and the dilutive 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 $131,000 and $116,000 for the
years  ended  December 31, 2010 and 2009, 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  $1,412,000  and $1,446,000 for research and development
during  the  years  ended  December  31,  2010  and  2009,  respectively.


3. INVENTORIES:
-- ------------
Inventories consist of the following:

     December 31,                2010              2009
                               -------            -------

Raw materials               $  7,584,000      $  7,569,000
Work-in-process                3,512,000         3,328,000
Finished goods                   531,000           727,000
                            ------------      -------------
                            $ 11,627,000      $ 11,624,000
                            ============      =============

  4.  MARKETABLE SECURITIES:
  --  ------------------------
The  following  is  a  summary  of  the  Company's available-for-sale marketable
securities  at  December  31,  2010  and  2009:

                                                Unrealized
                          Adjusted    Fair      Holding
December 31, 2010         Cost        Value     Gain
-----------------         ----       -----       ----

Corporate Bonds       $  116,000   $ 145,000   $ 29,000
U.S. Government
  Agency Bonds             1,000       1,000        -
                       ----------   ---------  ---------
Total                 $  117,000   $ 146,000   $ 29,000
                      ===========  ==========  =========

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

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
                     ===========    ==========  ==========

Maturities of marketable securities classified as available-for-sale at December
31,  2010  are  as  follows:

Due after one year through five years         $116,000
Due after five years through ten years           1,000
                                             ---------
                                              $117,000
                                              ========

During 2009, the Company charged $39,000 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:
--  -------------------------------------
ASC  820,  Fair  Value  Measurements  and  Disclosures, requires 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.

The  tables  below  present  the  balances, as of December 31, 2010 and 2009, of
assets  and  liabilities  measured  at  fair value on a recurring basis by level
within  the  hierarchy.


   2010                 Total     Level  1     Level  2     Level  3
   ----                 -----     --------     --------     --------

Corporate  Bonds    $   145,000   $ 145,000     $   -      $   -
U.S.  Government
Agency  Bonds             1,000       1,000         -          -
                    -----------   ---------      ------    ------
Total  Assets       $   146,000   $ 146,000     $   -      $   -
                    ===========   =========     =======    =======


     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     $    -     $   -
                     ==========    ==========     ========    ======


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  and
liability  associated  with  former  chief  executive officer are approximate to
their  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:
--  -------------------------------------------------------
<TABLE>
<CAPTION>
At December 31, 2010 and 2009, costs and estimated earnings in excess of
billings on uncompleted contracts consist of:
<S>                                        <C>                     <C>
                                             2010                    2009
                                            -----                 ---------
Costs incurred on uncompleted contracts    $1,040,000           $2,211,000
Estimated earnings                            167,000              980,000
                                           ----------           -----------
                                            1,207,000            3,191,000
Less: billings to date                       (739,000)          (2,112,000)
                                           -----------          -----------
Cost and estimated earnings in excess of
  billings on uncompleted contracts        $  468,000           $1,079,000
                                           ==========           ==========
</TABLE>


  7.   INTANGIBLE ASSETS AND GOODWILL:
  --  ---------------------------------
ASC  350, Intangibles-Goodwill and Other, 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,  2010, the Company's goodwill and intangible assets consist of
the  following:
<TABLE>
<CAPTION>
                                     Estimated          Gross                                      Net
                                       Useful          Carrying     Accumulated     Accumulated    Carrying
                                        Life            Value      Amortization     Impairment     Value
                                      --------          ----       ------------     ------------    ------------
<S>                              <C>                 <C>          <C>              <C>              <C>
Goodwill                                              $ 9,798,000          -        (8,110,000)    $1,688,000
                                                      ============   ============   ===========    ==============

Intangible Assets:
 Contract relationships              15 Years           2,000,000       (278,000)    (1,722,000)            -
 Contract backlog                    1-5 Years          1,750,000     (1,750,000)         -                 -
 Non-compete agreements              3 Years              415,000       (386,000)       (29,000)            -
                                                      ------------   ------------    -----------      -----------
                                                       $4,165,000  $  (2,414,000)   $(1,751,000)    $       -
                                                       ==========  ==============   ============    =============
</TABLE>
At  December  31,  2009, the Company's goodwill and intangible assets consist of
the  following:
<TABLE>
<CAPTION>
                                       Estimated          Gross                                              Net
                                        Useful          Carrying         Accumulated      Accumulated        Carrying
                                         Life             Value          Amortization      Impairment        Value
                                         ----             -----          ------------     ------------       -------
<S>                              <C>                  <C>              <C>                <C>                <C>
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>

The  Company  recognized  amortization  expense  of $98,000 and $497,000 for the
years  ended  December  31,  2010  and  2009,  respectively.

During September 2010, ICS received an award for fewer MK 119's than it received
during  the  prior  year.  In  addition,  during  the fourth quarter of 2010, we
learned  that  the  award  for  potential  new  business  on the U.S. Navy's new
Littoral  Combat  Ship  will  be less than expected. Consequently, we determined
that  future  cash  flows  for  ICS  are  projected to 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  for  the  full  remaining  carrying value ($129,000) of ICS'  intangible
assets in the year ended December 31, 2010. Also during the fourth quarter 2010,
after  completing the annual impairment testing of goodwill pursuant to ASC 350,
we  concluded  an  impairment  charge  of  $795,000,  representing the remaining
carrying  value  of  goodwill,  should  be  take in connection with the goodwill
arising  from  the  acquisition  of  ICS  in  2007.

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.

During  2010  and  2009,  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:
<TABLE>
<CAPTION>
December 31,                                                 2010          2009
                                                            -----       --------
<S>                                                    <C>           <C>
Leasehold improvements                                   $  879,000     $851,000
Computer equipment                                          622,000      572,000
Machinery and equipment                                   1,595,000    1,479,000
Autos                                                        87,000       87,000
Furniture and fixtures                                      788,000      778,000
                                                         ----------   ----------
                                                          3,971,000    3,767,000
Accumulated depreciation and amortization                (2,799,000)  (2,521,000)
                                                         -----------  ----------
                                                       $  1,172,000  $ 1,246,000
                                                       ============  ===========
</TABLE>
The Company recognized, on a straight-line basis, depreciation and amortization
expense of $278,000 and $242,000 for the years ended December 31, 2010 and 2009,
respectively

  9.  DEBT:
  --  -----
     During  March  2010,  the  Company entered into a $3,000,000 line of credit
with a 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 March 2015. The aggregate amount of principal outstanding under the line
of  credit  cannot  exceed  a borrowing base of eligible accounts receivable and
inventory,  as  defined.  During  March 2011, the expiration date on the line of
credit  was extended to August 15, 2011 unless sooner terminated for an event of
default  including  adherence  to  certain  financial  covenants.  Outstanding
borrowings under the line of credit were $387,000 at December 31, 2010. In March
2010,  the  Company  fully  paid the outstanding principal on its term loans and
line  of  credit  with  its  previous  commercial  lender.

     The Company was not in compliance with one of its financial covenant ratios
as  of March 31, 2010. In May 2010, the Company's lender agreed (i) to waive the
covenant default; and (ii) to amend the financial covenant ratio in question for
the  remainder  of  2010  and  to  replace it with a new covenant related to the
Company's  operating  profitability. The lender, in consideration of such waiver
and  amendment,  assessed  a waiver fee of $25,000 plus legal fees and increased
the  interest  rate  on  the Company's line of credit and term debt to the prime
rate of interest plus 1% and the prime rate of interest plus 1.5%, respectively.
In  addition,  the  Company  agreed  to  enhanced  reporting  and  monitoring
requirements,  to  suspend  its  stock  repurchase  program  and  for all future
borrowings  to  be  on  a  prime  rate  basis only and not on a LIBOR basis. The
Company  was  in  compliance  with all of its financial covenants as of June 30,
2010  and  September  30,  2010.

     The Company was not in compliance with one of its financial covenants as of
December 31, 2010. In March 2011, the Company and its lender agreed to (i) waive
the  covenant default; (ii) replace a financial covenant ratio for the first two
quarters  of  2011  with  a  new  covenant  related  to  the Company's operating
profitability;  (iii)  modify  the  definition  of  a  financial  covenant; (iv)
institute  a new covenant related to the Company's liquidity; and (v) extend the
expiration  date of the Company's line of credit to August 15, 2011. The lender,
in  consideration of such waiver and amendment, assessed a waiver fee of $10,000
plus  legal  fees  but did not change the interest rate on the Company's line of
credit  or  term  debt.
The  Company's  long-term  debt  obligations  are  as  follows:
<TABLE>
<CAPTION>
<S>                                                                                    <C>                     <C>
December 31,                                                                              2010                 2009
------------                                                                             -----                 -----

Term  loan  agreement,  collateralized  by  all  business assets of the Company.
Payable  in sixty (60) monthly payments of approximately $77,500. The loan bears
interest  equal  to the prime rate of interest (3.25% at December 31, 2010) plus
1.5%.  Matures  March  2015.                                                            $3,957,000                  -


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 (0.26% at December 31, 2010) plus 4.00%. The loan was
fully  paid  in  January  2010.                                                              -              $35,000


Term  loan  agreement,  which  is  collateralized  by all business assets of the
Company,  was  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 (0.26% at December 31, 2010) plus 4.00%. The
loan  was  fully  paid  in  March  2010.                                                     -            1,726,000


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  (0.26% at December 31, 2010) plus 4.00%. The loan was fully paid in
March  2010.                                                                                 -            3,268,000
                                                                                      -------------     ------------
                                                                                        3,957,000         5,029,000
Less:  current  portion                                                                   931,000           995,000
                                                                                      -------------      -----------
                                                                                       $3,026,000        $4,034,000
                                                                                       ==========        ===========
</TABLE>
     Principal payments due on the Company's long-term debt are as follows:

Year ending December 31,

        2011     $    931,000
        2012          931,000
        2013          931,000
        2014          931,000
        2015          233,000
                    ----------
                  $ 3,957,000
                  ===========

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, 2010 and 2009 was $656,000 and $310,000, respectively.
<TABLE>
<CAPTION>
The  following  table  summarizes  activity  in  stock  options:
<S>                           <C>          <C>         <C>            <C>         <C>
December 31,                                   2010                           2009
------------                   ---------------------------------     -------------------------
                                                        Average
                                           Weighted-    Remaining                   Weighted-
                                           Average      Contractual                 Average
                                           Exercise     Term                        Exercise
                               Options     Price       (in years)      Options      Price
-----------------------------  ----------  ----------  ----------     --------     -------------
Outstanding at
 beginning of year             476,000  $    3.58           3           591,000  $    3.19

Granted                            -           -            -            85,000       2.00

Forfeited                      (34,000)      6.20           -          (125,000)      2.15

Exercised                     (128,000)      1.26           -           (75,000)      1.13
-----------------------------  --------  ------------   -----------   -----------   ---------

Outstanding at end of
 Year                          314,000   $   4.24           3           476,000      $3.58
                              ========== ==========   ===========    ===========  =========

Outstanding and
 exercisable at end
 of year                        258,000  $   4.73          3             405,000      $3.85
                              ========== ==========   ===========     ===========  ========

Weighted-average fair
 value of options granted
 during the year                    -                                                $ 1.02
                               ==========                                            =======
</TABLE>

The  following  table summarizes information about stock options outstanding and
exercisable  at  December  31,  2010:

<TABLE>
<CAPTION>


<S>               <C>          <C>                  <C>         <C>          <C>
                         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 - $2.00           85,000        4             $     1.96       29,000  $        1.89
3.01 - $3.70            3,000        3             $     3.60        3,000  $        3.60
4.51 - $5.96          226,000        3             $     5.11      226,000  $        5.11
----------------  -----------  -------------------  ----------  -----------  --------------------
..60 - $5.96           314,000        3             $     4.24      258,000  $        4.73
================  ===========  =================== ===========  ===========  ====================
</TABLE>

At  December  31,  2010,  12,000 shares of common stock were reserved for future
issuance  of  stock  options,  restricted  stock  and stock appreciation rights.


At  December  31, 2010, the aggregate intrinsic value of options outstanding was
$156,000  and  the aggregate intrinsic value of options exercisable was $55,000.
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.
The  intrinsic  value  of  options exercised during the years ended December 31,
2010  and  2009  was  approximately  $257,000  and  $147,000,  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,                                  2010                      2009
-------------                                  -----                     -----
Expected  Volatility                             -                      61.86%

Risk-free  interest  rate                        -                       1.88%

Expected  term  of  options  (in  years)         -                       4.5

Dividend  Yield                                  -                        -

Expected  volatility  assumptions utilized for 2009 were based on the volatility
of  the  Company's stock price for 4.5 years, prior to grant date. The risk-free
rate  for  2009  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. 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,  2010:

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

Nonvested  stock  options
 at  January  1,  2010                    71,000                    $1.02

Granted                                      -                        -

Vested                                   (14,000)                   1.02

Forfeited                                    -                        -
                                        ----------               ---------

Nonvested  stock  options
 at  December  31,  2010                  57,000                   $1.02
                                          ======                   ======


At  December  31,  2010, there was approximately $9,000 of unearned compensation
cost  related to the above non-vested stock options.  The cost is expected to be
recognized  over  approximately  the  next  three  years.

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
                             =========               =====


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, 2010, approximately 48,000 shares of
restricted  stock  were  awarded to senior management and independent directors.
During  the  year  ended  December  31,  2009,  approximately  84,000  shares of
restricted stock were awarded to senior management. As of December 31, 2010, the
Company  had  unearned  compensation  of  $440,000  associated  with  all of the
Company's restricted stock awards; the expense is to be recognized over the next
four  years.



  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  $223,000 and $229,000 to the plan during the years ended December
31,  2010  and  2009,  respectively.


  12.  INCOME TAXES:
  --   -------------
     For  the  year  ended  December  31,  2010, the Company recorded income tax
expense  of  $13,000  for  state  income  and  federal  minimum  taxes.  For the
comparable  period  in  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.

At December 31, 2010 and 2009, 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  $22,000,000  and  $8,000,000, respectively, at December 31, 2010.
The  net  operating  loss  carry-forwards  expire  through  2030. Approximately,
$15,000,000  of  federal  net  operating  loss  carry-forwards  expire  between
2011-2012.

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

<TABLE>
<CAPTION>
<S>                                     <C>      <C>
December 31,                              2010     2009
                                        -------  -------
Tax at U.S. statutory rates             (34.0%)   (34.0%)
State income and federal minimum taxes       -      2.0%
Change in valuation allowance            38.0%     33.0%
Exercise of stock options                (3.0%)       -
Other items, net                         (1.0%)     1.0%
                                        -------  -------
                                             -      2.0%
                                        =======  =======
</TABLE>

<TABLE>
<CAPTION>
Deferred tax assets (liabilities) are comprised of the following:
<S>                                                <C>           <C>
December 31,                                              2010          2009
------------                                       ------------  ------------
Alternative minimum tax credit carry-forward       $   573,000   $   573,000

Net operating loss and capital loss carryfowards
 (including pre-acquisition net operating loss
 carry-forwards)                                     7,673,000     6,655,000

Temporary differences in bases of assets and
 liabilities:

  Accounts receivable and inventory                    530,000       435,000
  Marketable securities                                 14,000        53,000
  Accrued expenses                                     376,000       222,000
  Stock-based compensation                              72,000        76,000
  Goodwill                                           1,640,000     1,591,000
  Intangible assets                                  1,085,000     1,103,000
  Deferred revenue                                      62,000        94,000
  Property and equipment                              (144,000)     (197,000)
                                                    ----------    -----------
                                                     3,635,000     3,377,000

Total deferred tax assets, net                      11,881,000    10,605,000

Valuation allowance                                 (9,643,000)   (8,488,000)
                                                   ------------  ------------
Net deferred tax assets                            $ 2,238,000   $ 2,117,000
                                                  ============   ============
</TABLE>

The  increase  in  the  valuation  allowance  in 2010 was due to a change in the
Company's  projected  future  profitability.

Deferred income taxes are included in the accompanying balance sheet as follows:

                      2010              2009
                      ----              ----
Current asset    $   391,000        $   714,000
Long-term asset    1,847,000          1,403,000
                 -----------          ---------
                 $ 2,238,000        $ 2,117,000
                  ==========         ==========

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 than 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,  2010 and 2009. The Company's tax returns from
December  31,  2007  through  December  31, 2010 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 36% (24% and 12%) and
40%  (25%  and  15%) of the Company's consolidated net sales for the years ended
December  31,  2010  and  2009,  respectively.

Significant  customers  of  the  Company's  Electronics  Group  accounted  for
approximately  63%  (31%,  19% and 13%) and 54% (31% and 23%) of the Electronics
Group's  net sales for the years ended December 31, 2010 and 2009, respectively.

Significant  customers  of the Company's Power Group accounted for approximately
34%  (21%  and 13%) and 28% (14% and 14%) of the Power Group's net sales for the
years  ended  December  31,  2010  and  2009,  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
--   ---------------------

The  Company entered into a sale-leaseback of its New York operating facility in
2001.  The  Company  recorded  a deferred gain on sale which is being recognized
over  the  initial  term  of  the  lease. Effective January 1, 2011, the Company
entered  into  an  amendment  to  the  lease.  The  amendment extended the lease
expiration  date  to December 31, 2019 and modified the annual lease payments as
follows;  approximately  $390,000 for the years 2011 through 2013, approximately
$424,800  for  the  years  2004 through 2016, and approximately $463,200 for the
years  2017 through 2019. The Company's landlord agreed, at its sole expense, to
make  certain  improvements  to  the  facility.

In April 2009, the Company's TDL subsidiary entered into a five year lease for a
new operating facility commencing November 1, 2009. Annual rent payments will be
approximately  $183,600  for  the first two years of the lease and approximately
$199,200,  $206,400  and  $213,600  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. Additional operating leases are for the ICS facility, a
sales  office,  vehicles  and  office  equipment.

Future minimum lease payments as of December 31, 2010 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,

    2011                               795,000
    2012                               807,000
    2013                               762,000
    2014                               638,000
    2015 and thereafter              2,240,000
                                    -----------
Total future minimum lease payments $5,242,000
                                    ===========

Rent expense for operating leases was approximately $841,000 and $740,000 for
the years ended December 31, 2010 and 2009, respectively.

15.     COMMITMENTS:
---     ------------

The  Company  elected  not to renew the employment agreement of its former chief
executive  officer  effectively  terminating  his  employment as of December 31,
2010.  The  Company  recorded  an  expense charge of $2,000,000 representing its
estimated  contractual  obligation, along with associated costs, relating to the
contract  non-renewal.  Included  in  the  recorded expense is $312,000 of stock
compensation  expense relating to the accelerated vesting of restricted stock. A
majority  of  the  obligation  will  be  paid  by January 2012. The former chief
executive  officer  has filed for an arbitration hearing in the City of New York
to settle a dispute regarding certain contractual obligations owed in connection
with  the  contract  non-renewal.  We are committed to paying the amount that we
believe  is  owed  to  our former chief executive officer. We believe any amount
over  what  we believe is contractually owed to him is without merit and will be
vigorously  defended  by  us.

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 other legal proceedings that could
reasonably  be  expected  to  have  a  material  adverse effect on its business,
prospects,  financial  condition  or  results  of  operations.

The  Company also has employment agreements with two executive officers and five
other  principal  officers.  At  December  31,  2010,  the  total  contractual
obligations  under  these  agreements over the next three years is approximately
$1,686,000.  In  addition,  three executive officers will be entitled to bonuses
based on certain performance criteria, as defined, and six officers are entitled
to  bonuses  based  on  a percentage of earnings before taxes, as defined. Total
bonus  compensation  expense  was  approximately  $89,000 and $324,000 for years
ended  December  31,  2010  and  2009,  respectively.


 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

<TABLE>
<CAPTION>
The following is the Company's reporting segment information as of and for the years
ended December 31, 2010 and 2009:
<S>                                             <C>           <C>
Year ended December 31,                                2010          2009
-----------------------                        ------------  ------------
Net sales:
Electronics Group:
  Domestic                                      $15,798,000   $15,380,000
  Foreign                                         1,031,000     1,331,000
                                                -----------   -----------
Total Electronics Group                          16,829,000    16,711,000
                                                -----------   ------------
Power Group:
  Domestic                                        8,908,000     9,014,000
  Foreign                                         1,179,000     1,170,000
                                                 -----------   -----------
Total Power Group                                10,087,000    10,184,000
                                                -----------   ------------
Intersegment Sales                                 (167,000)     (377,000)
                                                ------------  ------------
Total net sales                                 $26,749,000   $26,518,000
                                               ============  ============

Income (loss) before income tax provision:
  Electronics Group (1)                         $(2,986,000)  $(1,569,000)
  Power Group                                     1,437,000     1,509,000
  Intersegment profit                                61,000       (82,000)
  General corporate expenses not allocated       (1,574,000)   (1,426,000)
  Interest expense                                 (225,000)     (208,000)
  Investment and other income, net                  275,000       208,000
                                                ------------  ------------
  Loss before income tax provision              $(3,012,000)  $(1,568,000)
                                                ============  ============

December 31,                                           2010          2009
                                                ------------  ------------
Assets:
  Electronics Group                             $12,297,000   $12,629,000
  Power Group                                     6,089,000     5,916,000
  General corporate assets not allocated          6,036,000     8,828,000
  Elimination of intersegment receivables           (21,000)     (370,000)
  Elimination of intersegment gross profit in
     ending inventory                               (22,000)      (82,000)
                                                -----------   ------------
       TOTAL ASSETS                             $24,379,000   $26,921,000
                                               ============  ============
Depreciation and amortization:
  Electronics Group                             $   354,000   $   710,000
  Power Group                                        22,000        29,000
  Corporate                                           1,000         6,000
                                               ------------  ------------
       TOTAL DEPRECIATION AND AMORTIZATION      $   377,000   $   745,000
                                                ===========   ============
(1)     Includes  goodwill  and intangible assets impairment charges of $924,000
and  $2,048,000  in  2010  and  2009,  respectively.
</TABLE>

17.     NET LOSS PER COMMON SHARE:
---     ---------------------------
The following table sets forth the computation of basic and diluted net loss per
common share:

<TABLE>
<CAPTION>
<S>                                            <C>                 <C>
Year Ended December 31,                             2010             2009
                                               ---------           -------
Denominator:
  Denominator for basic net loss per
  share -   weighted-average common shares        4,563,000        4,365,000

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                   4,563,000        4,365,000
                                               ============      ============
</TABLE>


The  numerator  for  basic  and  diluted  net loss per share for the years ended
December  31,  2010  and  2009  is  the  net  loss  for  each  year.

During  the  years  ended December 31, 2010 and 2009, the Company had net losses
and  therefore  did  not  include, respectively, 229,000 and 248,000 incremental
common  shares  and  options  in  its calculation of diluted net loss per common
share  an  inclusion  of  such  securities  would  be  anti-dilutive.

Approximately  97,000 and 221,000 shares of common stock were outstanding during
the  years ended December 31, 2010 and 2009, respectively, but were not included
in  the  computation  of  basic  earnings  per share. These shares were excluded
because  they  represent  the  unvested  portion  of  restricted  stock  awards.


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, 2010 and 2009, the total amount paid
under  this  lease  was  approximately  $10,000  and  $120,000,  respectively.


19.   EQUITY:
-------------

In  August  2008, the Company's Board of Directors authorized a stock repurchase
program  through  December  2010,  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  depended  on  market  conditions  and publicly
available  information.  During  year  ended  December  31,  2010,  the  Company
repurchased  approximately 700 shares of its common stock at an average purchase
price of $3.44 per share. Total cash consideration for the repurchased stock was
approximately  $2,400.  From August 2008 through May 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. In May 2010,
in  connection  with  an  amendment  to  its  Credit  Agreement, the Company was
required  to  suspend  its  stock  repurchase  program.



                                   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,  2011                    By:  /s/  Mitchell  Binder
                                                 ---------------------
                                                 Mitchell  Binder,  Acting
                                                 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/ Mitchell Binder             Acting President,            March 31, 2011
 -------------------          Chief Executive Officer
Mitchell Binder                  and Director
                          (Principal Executive Officer)

/s/ David Goldman          Acting Chief Financial Officer,    March 31, 2011
-----------------                 and Treasurer
David Goldman              (Principal Financial and
                               Accounting Officer)

/s/ Bruce Reissman           Executive Vice President,        March 31, 2011
-------------------         Chief Operating Officer and
Bruce Reissman                    Director

/s/ Fredric Gruder
-------------------
Fredric Gruder                      Director                  March 31, 2011

/s/ Bernard Karcinell               Director                  March 31, 2011
----------------------
Bernard Karcinell

/s/ Sohail Malad                    Director                  March 31, 2011
----------------
Sohail Malad