EXHIBIT 10.1


                    AMENDMENT AND WAIVER TO CREDIT AGREEMENT


     This  Amendment  and Waiver to Credit Agreement is dated as of the 21st day
of  May,  2010  and  is  by  and  between  Orbit  International  Corp.,  Behlman
Electronics,  Inc., Tulip Development Laboratory, Inc. and Integrated Consulting
Services,  Inc.  d/b/a  Integrated  Combat  Systems  (each  a  "BORROWER"  and
collectively,  the  "BORROWERS"),  and  Capital  One,  N.A.  ("BANK")  (this
"AMENDMENT").

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

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

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

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

2.     The  definition  of  "Applicable Margin" set forth in Section 1.01 of the
Credit  Agreement  is  hereby  amended  to  read  in  its  entirety  as follows:

     "Applicable  Margin"  means  (i) with respect to Line of Credit Loans which
are  LIBOR  Loans,  two percent (2.00%) and with respect to Line of Credit Loans
which  are  Prime  Rate Loans, one percent (1.00%), and (ii) with respect to the
Term  Loan  which is a LIBOR Loan, three percent (3.00%) and with respect to the
Term  Loan  which is a Prime Rate Loan, one and one half of one percent (1.50%).

3.     Section  2.01(b) of the Credit Agreement is hereby amended to read in its
entirety  as  follows:

     (b)     Commencing  May 21, 2010, each Line of Credit Loan shall be a Prime
Rate  Loan as a Borrower may request subject to and in accordance with the terms
and  conditions  hereof.  Each  such  request  shall be submitted to Bank on the
Bank's  standard  form,  a  copy  of  which  is  attached  hereto  as Exhibit C.
Notwithstanding  anything  to  the  contrary  contained  in  this Agreement, the
Borrowers  may  not  convert  any Prime Rate Loan into a LIBOR Loan.  All or any
portion  of any Line of Credit Loan that is currently a LIBOR Loan as of May 21,
2010  may remain a LIBOR Loan until the end of the applicable Interest Period at
which  time  such  LIBOR  Loan  shall  convert  to  a  Prime  Rate  Loan.

4.     The  following  sentence is hereby added to the end of Section 2.01(c) of
the  Credit  Agreement:

     Notwithstanding the foregoing, until July 15, 2010, the aggregate principal
amount of outstanding Line of Credit Loans plus the outstanding principal amount
of  the  Term  Loan  may exceed by the Borrowing Base by an amount not to exceed
Eight  Hundred  Thousand Dollars ($800,000.00) (the "Overdraft").  So long as an
Overdraft  is existing, no additional Line of Credit Loans shall be available to
the  Borrowers.

5.     The  following sentence is hereby added to the end of Section 2.03 of the
Credit  Agreement:

     Notwithstanding  anything  to  the  contrary  contained  in this Agreement,
commencing  on  and after May 21, 2010, the Term Loan shall only be a Prime Rate
Loan  and  the  Borrowers may not convert any Prime Rate Loan into a LIBOR Loan.
All or any portion of the Term Loan that is currently a LIBOR Loan as of May 21,
2010  may remain a LIBOR Loan until the end of the applicable Interest Period at
which  time  such  LIBOR  Loan  shall  convert  to  a  Prime  Rate  Loan.

6.     The  last  sentence  of  Section  5.07  of the Credit Agreement is hereby
amended  to  read  in  its  entirety  as  follows:

     In addition, the Bank shall have the right to obtain a field examination of
the  Borrowers'  Accounts  and  inventory,  at Borrowers' expense, by the Bank's
field examiner or an outside firm engaged by the Bank, at any time provided that
so  long  as  no  Event  of  Default  has occurred and is continuing, such field
examination shall not be required more than four (4) times in any calendar year.
Currently,  the cost of a field examination is $850.00 per day per examiner plus
expenses.
7.     Section  5.10(4) of the Credit Agreement is hereby amended to read in its
entirety  as  follows:

     (4)     Borrowing  Base Certificate; Monitoring Reports. (i) Within fifteen
             -----------------------------------------------
(15)  days  of  the  end of each month, a Borrowing Base Certificate with (a) an
accounts  receivable  aging schedule (including the scheduling of all respective
due  dates  and  cancel  dates and setting forth those due more than 30 days, 60
days,  90  days  and  120  days) and (b) a quarterly summary report of inventory
broken  down by raw material, finished goods and work-in-process which quarterly
summary  report  shall  be  as  of the date of the end of the most recent fiscal
quarter;  and  (ii) no later than on Wednesday of each week for the prior week's
end  through  June  25,  2010  and thereafter on a daily basis by 3:00 pm on the
following  Business  Day a Certificate in the form of Exhibit H attached hereto;
and  (iii)  within fifteen (15) days of the end of each month, a schedule of all
backlog, work-in-process and completed contracts, in the form attached hereto as
Exhibit  I,  in  substance  reasonably  satisfactory  to  Bank.

8.     The  following  subsection  (13)  is  hereby added to Section 5.10 of the
Credit  Agreement:

     (10)     Cash  Receipt and Disbursement Schedule.  No later June 3, 2010, a
              ---------------------------------------
cash receipts and disbursement projection schedule for the next ensuing thirteen
(13)  weeks,  in  form  and  substance  reasonably  satisfactory  to  Bank.

9.     Section  6.11 of the Credit Agreement is amended to delete the following:

(provided  the  repurchase  of  stock shall be permitted only if such repurchase
will  not  cause a violation of any financial covenants set forth in Article VII
herein)

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

     Section 7.01. Consolidated Debt Service Coverage Ratio. Commencing with the
                   ----------------------------------------
period  ending  March  31, 2011 and at all times thereafter, the Borrowers shall
maintain  a  Consolidated  Debt  Service Coverage Ratio of not less than 1.25 to
1.00  (to  be  tested  as  of  the end of March 31, 2011 and each Fiscal Quarter
thereafter  on  a  rolling  four  (4)  quarter  basis).

11.     The  following  Section  7.03  is  hereby added to the Credit Agreement:

     Section  7.03  Net  Profit.  The  Borrowers, on a consolidated basis, shall
                    -----------
have  a  net  profit  before interest, taxes, goodwill impairment and intangible
asset  charges  and  Bank  and  other legal fees associated with the waivers and
amendments  to  this  Agreement  dated  as  of May 21, 2010 of not less than (i)
Twenty  Two Thousand Dollars ($22,000.00) for the Fiscal Quarter ending June 30,
2010,  (ii)  Three  Hundred  Twenty  One  Thousand Dollars ($321,000.00) for the
Fiscal  Quarter  ending September 30, 2010, and (iii) Eight Hundred Ten Thousand
Dollars  ($810,000.00)  for  the  Fiscal  Quarter  ending  December  31,  2010.

12.     The  following  Exhibit  H  is  hereby  added  to  the  Agreement:

                             CONTINUED ON NEXT PAGE

<PAGE>
                                   EXHIBIT H

CAPITAL ONE, N.A.                                                EXHIBIT "H"
ASSET BASED LENDING DEPARTMENT                        BORROWING BASE CERTIFICATE

COMPANY NAME:         ORBIT INTERNATIONAL CORP AND SUBSIDIARIES   DATE:
-------------         -----------------------------------------   ---------
                               Orbit International    Behlman     Tulip    ICS
1.Accounts Receivable
 (line 5 of previous BBC)      $                      $           $        $

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

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

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

(C) Total Reductions           $                      $          $           $

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

5. New Accounts Receivable
   Balance                     $                      $          $            $

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

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

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

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

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

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

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

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

14.NEW LINE OF CREDIT LOAN
  BALANCE                        $

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

16.TERM LOAN OUTSTANDING         $

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

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

19.If shortfall enter APPROVED
OVERADVANCE ONLY                 $

19.Collateral Availability/
Shortfall                        $


   *Explain:


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

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

ORBIT INTERNATIONAL CORP AND SUBSIDIARIES

Prepared by: ______________________________________Authorized Signature:
____________________________________________



<PAGE>


13.     The following Exhibit I is hereby added to the Agreement:

                             CONTINUED ON NEXT PAGE

<PAGE>
                                   EXHIBIT I

<TABLE>
<CAPTION>



                                    Orbit Instruments - Backlog/WIP/Completed Contracts
                                                   As of Example 12/15/10




                             Total Contract                                Scheduled Shipments           Actual Shipments
                             --------------                                -------------------           ----------------
<S>              <C>       <C>        <C>         <C>       <C>    <C>        <C>       <C>       <C>    <C>        <C>
                                      Total       Est.      Est.   Sched.                                Actual
                 Date      Est. 1st.  Contract    Gross     GP     Shipment                              Shipment
Contract Name    Awarded   Ship Date  Amount      Profit    %      Quarter    $ Amount  Cost      GP %   Quarter    Amount
---------------  --------  ---------  ----------  --------  -----  ---------  --------  --------  -----  ---------  --------
ABC Co. SR228    3/2/2010  4/30/2010  $1,000,000  $700,000  30.0%  Q2   2010  $300,000  $210,000  30.0%  Q2   2010
                                                                   Q3   2010  $400,000  $280,000  30.0%  Q3   2010  $300,000
                                                                   Q4   2010  $200,000  $140,000  30.0%  Q4   2010  $400,000
                                                                   Q1   2011  $100,000  $ 70,000  30.0%  Q1   2011
                                                                   Q2   2011                             Q2   2011
                                                                   Q3   2011                             Q3   2011
Prime Co. CC099                       $  300,000  $200,000  33.3%  Q2   2010                             Q2   2010
                                                                   Q3   2010  $150,000  $100,050  33.3%  Q3   2010  $150,000
                                                                   Q4   2010  $150,000  $100,050  33.3%  Q4   2010  $150,000

                 Actual Shipments Cumulative
                 ---------------- ----------
<S>              <C>       <C>    <C>       <C>       <C>       <C>         <C>
                                  Shipped   Cost      GP %      Balance
Contract Name    Cost      GP %   To Date   To Date   To Date   Remaining   Comments
---------------  --------  -----  --------  --------  --------  ----------  ----------------
ABC Co. SR228                     $      0  $      0      0.0%  $1,000,000  Delayed due to
                 $215,000  28.3%  $300,000  $215,000     28.3%  $  700,000  testing at Prime
                 $300,000  25.0%  $700,000  $515,000     26.4%  $  300,000  Level - expect
                                                                            fully shipped by
                                                                            Q3 2011

Prime Co. CC099
                 $100,050  33.3%  $150,000  $100,050     33.3%  $  150,000  On schedule
                 $100,050  33.3%  $300,000  $200,100     33.3%  $        0


</TABLE>


<PAGE>
14.     The  Bank  hereby  waives  compliance  with  Section 7.01 for the Fiscal
Quarter  ending  March  31,  2010  provided the actual Consolidated Debt Service
Coverage  Ratio  was  not  less  than  0.88  to  1.0  as  at  March  31,  2010.

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

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

17.     The Borrower agrees to pay to the Bank its fee for this Amendment in the
amount  of  $25,000.00  together  with  all  other  fees  and  out-of-pocket
disbursements  incurred by the Bank in connection with this Amendment, including
legal fees incurred by the Bank in the preparation, consummation, administration
and  enforcement  of  this  Amendment.

18.     This Amendment shall become effective only after it is fully executed by
the  Borrowers and the Bank and the Bank has received the fees required pursuant
to  Section  17  herein.

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

                                   BORROWERS:
ORBIT INTERNATIONAL CORP.

By:/s/ Mitchell Binder
-----------------------
Name:  Mitchell  Binder
Title:   Chief  Financial  Officer

BEHLMAN ELECTRONICS, INC.

By:/s/ Mitchell Binder
-----------------------
Name:  Mitchell  Binder
Title:   Chief  Financial  Officer

TULIP DEVELOPMENT LABORATORY, INC.

By:/s/ Mitchell Binder
-----------------------
Name:  Mitchell  Binder
Title:   Chief  Financial  Officer

INTEGRATED CONSULTING SERVICES, INC.

By:/s/ Mitchell Binder
------------------------
Name:  Mitchell  Binder
Title:   Chief  Financial  Officer

BANK:

CAPITAL  ONE,  N.A.

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