Exhibit 10.4







                     CUSTODY, PLEDGE AND SECURITY AGREEMENT
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     CUSTODY,  PLEDGE  AND  SECURITY  AGREEMENT,  dated  as of December 19, 2007
("Agreement"),  by  and  among ORBIT INTERNATIONAL CORP., a Delaware corporation
     ------
("Pledgor"),  KENNETH  J.  ICE, MICHAEL R. RHUDY and JULIE A. MCDEARMAN (each, a
"Pledgee"  and  collectively,  the "Pledgees") and Phillips Nizer LLP a New York
limited  liability  partnership,  as  custodian  (the  "Custodian").
     This Agreement is made pursuant to the Stock Purchase Agreement (the "SPA")
dated  as  of  December  19,  2007,  by and among Pledgor, Integrated Consulting
Services,  Inc.  ("ICS"),  a  Kentucky  corporation,  and  the  Pledgees.
CAPITALIZED  TERMS USED AND NOT OTHERWISE DEFINED HEREIN THAT ARE DEFINED IN THE
SPA  SHALL  HAVE  THE  MEANINGS  GIVEN  SUCH  TERMS  IN  THE  SPA.

                              W I T N E S S E T H:
                              -------------------
     WHEREAS, Pledgees have sold all of the issued and outstanding capital stock
of  ICS (hereinafter collectively referred to as the "Pledged Shares") under the
SPA;
WHEREAS,  Pledgor  shall pay to the Pledgees up to an additional $1,000,000 over
the  next  three years following the Closing of the Share Purchase in increments
of  $333,333  per  year (the "Annual Earn-Out Payment") provided ICS attains Net
Revenues  of  no less than $7,000,000 in each of the 2008, 2009, and 2010 fiscal
years;
WHEREAS,  each  Annual  Earn-Out  Payment is evidenced by a non-interest bearing
promissory  note  of  Pledgor,  dated  the  date  hereof  (as amended, modified,
restated  or  otherwise  supplemented  from  time  to  time,  a  "Note,"  and
                                                                  ----
collectively,  the  "Notes"),  which  Notes  are  secured  by  this  Agreement;
                     -----
WHEREAS,  in  the  event  an  Event  of  Default  (as  defined in the Notes) has
occurred, the Annual Earn-Out Payment attributable to the applicable fiscal year
shall  be  paid  by Pledgor to the Pledgees as required by the Notes and Section
2.08  of  the  SPA;
WHEREAS,  the  Pledged  Shares  are  being  pledged as collateral to ensure that
Pledgor  honors  its  commitment  to  pay  the  Annual  Earn-Out Payments to the
Pledgees  under  the  Notes,  including  in  the  event  Pledgor  enters  into a
transaction  or  otherwise  intentionally  engages  in  a course of conduct that
causes a Material Adverse Change to ICS's business operations, other than in the
Ordinary  Course of Business, and which results in the failure of ICS to achieve
the  minimum  of  $7,000,000  of  Net  Revenues  in  any  Earn-Out  Year;
WHEREAS,  Pledgor  has  agreed to execute and deliver to Pledgees this Agreement
pledging  the  Pledged  Shares as collateral for its obligations under the Notes
and  the  SPA  with respect to the Annual Earn-Out Payments discussed above (the
"Obligations");  and
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WHEREAS,  the Pledgees have entered into an intercreditor agreement with Merrill
Lynch  Business Financial Services, Inc. ("Pledgor's Lender"), pursuant to which
they agreed not to take any action to foreclose or otherwise enforce their liens
under  this  Agreement  without  the  prior written consent of Pledgor's Lender,
which  consent  shall  not  be  unreasonably  withheld.
NOW,  THEREFORE, in consideration of the premises and to induce Pledgees to sell
the  Pledged  Shares to Pledgor, Pledgor does now hereby covenant and agree with
the  Pledgees  as  follows:
     1.     Pledge.  Pledgor  hereby  pledges, assigns and delivers to Pledgees,
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and grants to each Pledgee a continuing security interest in, the Pledged Shares
which  are  or will be owned either beneficially or of record by Pledgor as more
particularly  described  on  Exhibit  A  attached  hereto,  together  with  all
                             ----------
dividends,  interest,  proceeds and any other sums due or to become due thereon,
all  instruments, securities or other property at any time and from time to time
received,  receivable  or otherwise distributed in respect of or in exchange for
(as  dividends,  reclassification,  readjustment or other changes in the capital
structure  of  the  issuers  of such Pledged Shares, or otherwise) any or all of
such  Pledged  Shares,  all  general  intangibles  associated therewith, and all
proceeds  thereof (collectively, including the Pledged Shares, the "Collateral")
                                                                    ----------
as  security for the payment and performance of all obligations owing by Pledgor
to  Pledgees  with  respect to the payment of the Annual Earn-Out Payments under
the  Notes, whether direct or indirect, absolute or contingent, due or to become
due,  now  existing or hereafter arising, and any and all instruments, documents
and  agreements  evidencing,  securing  or  otherwise relating in any way to the
Notes  with  respect to the Annual Earn-Out Payments discussed above and further
including  all  reasonable costs, expenses and attorneys' and other professional
fees incurred by Pledgees in connection with the collection of said indebtedness
or  in the enforcement, defense, protection or preservation of this Agreement or
any  of  the  Collateral,  including  without limitation, all costs and expenses
incurred  in  connection  with  any "workout" or default resolution negotiations
involving  legal  counsel  or  other  professionals  and  any  re-negotiation or
restructuring  of  indebtedness  of  Pledgor  under the Notes (collectively, the
"Secured  Obligations").
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2.     Custody of the Pledged Shares.  The Pledgees hereby appoint the Custodian
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as  their agent to receive and hold certificates representing the Pledged Shares
for  the  benefit  of  the Pledgees.  Such Pledged Shares, shall be beneficially
owned  by the Pledgor and registered in the name of Pledgor and delivered to the
Custodian  to  be held for the benefit of Pledgees.  The Custodian shall release
such  Pledged  Shares  only  in  accordance  with  Section  8  hereof.
3.     Representations,  Warranties and Covenants.  Pledgor represents, warrants
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and  covenants  to Pledgees that: (a) Pledgor has good and unencumbered title to
the Collateral, free and clear of all claims, pledges, liens, security interests
and  other encumbrances of every nature whatsoever, except the pledge granted to
Pledgees  hereunder; (b) Pledgor has the unrestricted right to make this pledge;
(c)  the Collateral is duly and validly pledged with Pledgees in accordance with
law;  (d)  Exhibit  A  hereto  correctly  sets  forth  100%  of  the  issued and
           ----------
outstanding  Common  Stock  of  ICS  owned  by  Pledgor; (e) Pledgor will defend
         -
Pledgees'  right  and  security  interest  in  and to the Collateral against the
claims  and demands of all persons whomsoever, subject only to any subordination
agreement  to  be  entered  into  with  Pledgor's Lender as described above; (f)
Pledgor will not sell, convey or otherwise dispose of any of the Collateral, nor
will  it  create,  incur  or permit to exist any pledge, mortgage, lien, charge,
encumbrance  or  any  security  interest  whatsoever  with respect to any of the
Collateral  or the proceeds thereof, subject only to any subordination agreement
to  be  entered  into  with Pledgor's Lender as described above; (g) Pledgor has
full  power,  authority  and  legal  right  to  execute, deliver and perform its
obligations  under  this  Agreement,  and to pledge, assign and grant a security
interest  in all of the Collateral pursuant to this Agreement; (h) no consent or
approval  or  the  taking  of any other action in respect of any party or of any
public authority is required as a condition to the validity or enforceability of
this  Agreement;  (i) except as set forth in the SPA and evidenced by the Notes,
the  Pledged  Shares  have  been  fully  paid  for; (j) there are no contractual
restrictions  upon  the voting rights or the transfer of the Pledged Shares; and
(k)  the  execution,  delivery  and  performance  hereof,  and  the  pledge  and
assignment  of  and granting of a security interest in the Collateral hereunder,
have  been  duly  authorized  by  all  necessary  action  of  Pledgor and do not
contravene  any  law, rule or regulation or any judgment, decree or order of any
tribunal  or any agreement or instrument to which Pledgor is a party or by which
Pledgor  or  any  of  Pledgor's  property  is  bound or affected or constitute a
default  thereunder.
4.     Delivery  of Collateral, Power of Attorney.  Pursuant to Section 2 above,
       ------------------------------------------
prior  to the date hereof, and/or simultaneously herewith, Pledgor has delivered
to  Custodian  all  certificates  evidencing  the Pledged Shares, accompanied by
stock  powers  duly  executed  in  blank,  for  the  use,  benefit, security and
protection  of  Pledgees  as set forth herein, and upon and subject to the terms
and  conditions hereof.  Pledgor hereby irrevocably grants to Pledgees powers of
attorney,  coupled  with  an  interest,  with  respect to the Collateral for all
purposes  consistent with this Agreement.  Said power of attorney shall include,
but shall not be limited to, the right and power to transfer the Collateral into
Pledgees'  names  or  those  of  its  nominees and to receive the income and any
distributions  thereon  and hold the same as Collateral or apply the same to any
Obligation,  solely in the event an Event of Default has occurred; to execute in
Pledgor's  name instruments of conveyance or transfer with respect to all or any
of  the  Collateral;  and  to  take  such  other action to enforce any rights of
Pledgees  hereunder  or  with  respect  to  any  of  the  Collateral.
5.     Dividends, Interest and Other Rights.  Unless Pledgees otherwise agree in
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writing,  if  Pledgor  receives:  (a) any dividend in connection with any of the
Pledged  Shares,  whether  in  cash  or other property (b) any dividend or other
distribution  in  cash or other property in connection with any recapitalization
or  reclassification of any of the Pledged Shares, liquidation or dissolution of
ICS  or otherwise, or (c) any stock certificate, option or rights, whether as an
addition  to,  in substitution of or in exchange for, any of the Pledged Shares,
or otherwise, the same shall constitute Collateral, and Pledgor agrees to accept
the  same  in  trust  for  Pledgees  and  to  forthwith  deliver the same to the
Custodian,  in  the  exact  form  received,  with  Pledgor's  endorsement and/or
assignment  when  necessary, to be held by the Custodian, as collateral security
for  the  Secured  Obligations.
6.     Further  Assurances.     Pledgor agrees that at any time and from time to
       -------------------
time,  at  the  expense of Pledgor, Pledgor will promptly execute and deliver to
the  Pledgees  all further proxies, stock powers, instruments and documents, and
take  all further action, that may be necessary or appropriate, or that Pledgees
may  request,  in  order  to  perfect  (by control or otherwise) and protect any
security  interest  granted  or  purported  to  be  granted  hereby or to enable
Pledgees  to  exercise  and  enforce  their  rights  and remedies hereunder with
respect  to  any  of  the  Collateral.
7.     Voting  Rights.  Unless  and  until  an  Event  of  Default occurs and is
       --------------
continuing,  Pledgor  shall  have  the right: (a) to vote and give consents with
respect  to any of the Pledged Shares for all purposes not inconsistent with the
provisions of this Agreement and/or the SPA, (b) to consent to and ratify action
taken  at  or  waive  notice  of  any meeting with respect to any of the Pledged
Shares with the same force and effect as if such shares were not subject to this
Agreement,  and  (c)  to  generally  be entitled to all rights and benefits of a
holder  of  common  stock  of  ICS  subject to the limitations set forth in this
Agreement.
8.     Release  of  PledgedShares.
       --------------------------
     If with respect to each of the Notes, either (i) full payment has been made
by or on behalf of the Pledgor in accordance with the terms of the Note,
together with the payment of accrued interest as set forth therein or (ii) no
payment was made by Pledgor in accordance with the terms of the Note due to the
failure of ICS to achieve the minimum of $7,000,000 of Net Revenues in the
applicable Earn-Out Year; provided, however, that such failure was not due to an
Event of Default, then the Pledgees agree to release from the lien of this
Pledge Agreement, and to instruct the Custodian in writing to release and
transfer to the order of the Pledgor, the Pledged Shares.  In the Event of
Default, Custodian shall transfer the certificates representing the Pledged
Shares to the Pledgees, upon receiving a written notice from the Pledgees to do
so.
     9.     Rights  of  thePledgees.  The  Pledgees  shall not be liable for any
            -----------------------
failure  to collect or realize upon the Collateral or any guarantee therefor, or
any  part  thereof,  or  for  any  delay  in so doing, nor shall it be under any
obligation  to  take  any action whatsoever with regard thereto.  If an Event of
Default  under  the  SPA  has  occurred  and  is  continuing,  the  Pledgees may
thereafter,  without  notice,  exercise  all  rights,  privileges  or  options
pertaining  to  any  Collateral  as  if  they were the holder and absolute owner
thereof,  upon  such  terms  and  conditions  as they may determine, all without
liability  except  to  account  for  property actually received by then, but the
Pledgees  shall have no duty to exercise any of the aforesaid rights, privileges
or  options and shall not be responsible for any failure to do so or delay in so
doing.
10.     Rights  and Remedies.  Upon the occurrence and during the continuance of
        --------------------
an  Event  of  Default,  Pledgees  at any time and from time-to-time thereafter:
     (a)     may cause any or all of the Collateral to be registered in their
own name or in the name of any nominee or nominees.
(b)     shall be entitled to collect and receive all interest, dividends,
payments and other distributions of any character, declared or paid on any of
the Collateral.
(c)     may vote any or all shares of any of the Pledged Shares and give all
consents, waivers, and ratifications in respect thereof and otherwise act with
respect thereto as though it was the absolute owner thereof.
(d)     may sell, assign, transfer and deliver at any time the whole, or from
time to time any part, of the Pledged Shares or any rights or interests therein,
at private sale or in any other manner in accordance with law, at such prices on
such terms as Pledgees may deem to be in their best interests, and either for
cash, on credit, or for future delivery, at the option of Pledgees, upon ten
(10) days written notice, which Pledgor agrees is commercially reasonable,
addressed to Pledgor at its last address on file with Pledgees.
     As an alternative to exercising the power of sale conferred upon it herein,
Pledgee  may  proceed  by  suits at law or in equity, or both, to foreclose this
Agreement  and to sell the Pledged Shares, or any portion thereof, pursuant to a
judgment  or  decree  of a court or courts of competent jurisdiction.  If any of
the  Pledged Shares or any rights or interests therein shall be disposed of at a
private  sale,  Pledgees  shall  be  relieved  from  all liability or claims for
inadequacy  of  price.  At  any such sale Pledgees may purchase the whole or any
part  of  the Pledged Shares or any rights or interests therein so sold.  If any
of the Pledged Shares or any rights or interests therein shall be sold on credit
or for future delivery, the Pledged Shares or rights or interests so sold may be
retained  by  Pledgees,  until  the  selling  price thereof shall be paid by the
purchaser.  Pledgees  may,  after compliance with applicable law, choose in lieu
of  sale  to  accept  the  Pledged  Shares  in  satisfaction  of any the Secured
Obligations.
     (e)     shall otherwise have all the rights and remedies of a secured party
with respect to the Collateral as are provided under the Uniform Commercial Code
in force in  Kentucky on the date hereof and as may be amended from time to
time, or under other applicable law, and Pledgees may set off or otherwise apply
the Collateral against the payment of any of the Secured Obligations and shall
have the right to take such other actions as are consistent with the power of
attorney set forth in Section 4 hereof.
     11.     No  Disposition,  Etc.  Without  the  prior  written consent of the
             ----------------------
Pledgees,  the Pledgor agrees that it will not sell, assign, transfer, exchange,
or  otherwise  dispose  of, or grant any option with respect to, the Collateral,
nor  will  it  create,  incur  or  permit  to  exist any pledge, lien, mortgage,
hypothecation,  security  interest, charge, option or any other encumbrance with
respect  to  any  of  the  Collateral,  or any interest therein, or any proceeds
thereof,  except  for the lien and security interest provided for by this Pledge
Agreement  or  permitted  in  the  SPA.  Notwithstanding the foregoing, Pledgees
shall  enter  into a subordination agreement with Pledgor's Lender, if requested
to do so by Pledgor's Lender, pursuant to which they shall agree not to take any
action  to  foreclose  or  otherwise  enforce  their  liens under this Agreement
without  the  prior written consent of Pledgor's Lender, which consent shall not
be  unreasonably  withheld.
     12.     Further  Assurances.  The  Pledgor agrees that at any time and from
             -------------------
time  to time upon the written request of the Pledgees, the Pledgor will execute
and  deliver  such  further documents and do such further acts and things as the
Pledgees  may  reasonably request in order to effect the purposes of this Pledge
Agreement.
13.     No  Waiver;  Cumulative  Remedies.  The  Pledgees  shall not by any act,
        ---------------------------------
delay,  omission  or  otherwise  be  deemed  to have waived any of its rights or
remedies hereunder and no waiver shall be valid unless in writing, signed by the
Pledgees,  and  then  only  to  the  extent  therein set forth.  A waiver by the
Pledgees  of  any  right  or  remedy  hereunder on any one occasion shall not be
construed  as  a  bar  to any right or remedy which the Pledgees would otherwise
have on any future occasion.  No failure to exercise nor any delay in exercising
on  the  part  of  the  Pledgees, any right, power or privilege hereunder, shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
right,  power  or  privilege  hereunder  preclude  any other or further exercise
thereof  or the exercise of any other right, power or privilege.  The rights and
remedies  herein  provided  are  cumulative  and  may  be  exercised  singly  or
concurrently,  and  are not exclusive of any rights or remedies provided by law.
14.     Amendments.  None  of  the  terms or provisions of this Pledge Agreement
        ----------
may  be waived, altered, modified or amended except by an instrument in writing,
duly  executed  by  the Pledgees and, in the case of any amendment affecting the
rights  or  obligations  of the Custodian, duly executed by the Custodian.  This
Pledge  Agreement  and all obligations of the Pledgor hereunder shall be binding
upon  the  successors  and  assigns of the Pledgor, and shall, together with the
rights  and  remedies  of  the  Pledgees  hereunder, inure to the benefit of the
Pledgees  and  their  successors  and  assigns.
     15.     The  Custodian.
             --------------
     (a)     The Custodian shall have only the duties as expressly set forth
herein and shall not be subject to any liability hereunder with respect to
Collateral held in its custody, except for its negligence or willful misconduct.
(b)     The Pledgor agrees to indemnify the Custodian against any loss,
liability or expense, incurred without negligence or willful misconduct on the
part of the Custodian, arising out of or in connection with any of its duties as
Custodian hereunder, including the costs and expenses of defending itself from
any claim or liability in connection herewith.  The provisions of this paragraph
shall survive the termination of this Pledge Agreement.
(c)     In the event the Custodian shall resign or be removed under this Pledge
Agreement, and a successor custodian shall be appointed by the Pledgees as the
successor Custodian under this Pledge Agreement, upon the acceptance of any
appointment as Custodian hereunder by a successor Custodian, such successor
Custodian shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Custodian, and the resignation or
removal of the retiring Custodian shall be effective as of such date.  After the
effective date of any retiring Custodian's resignation or removal as Custodian
hereunder, the provisions of this Section shall remain applicable to it as to
any actions taken or omitted to be taken by it while it was Custodian under this
Pledge Agreement.
(d)     The Custodian has executed this Pledge Agreement solely as Custodian for
the Pledgees in accordance with the terms hereof and hereby agrees not to
exercise any right or remedy, including a right of set-off, it may have at any
time with respect to any of the Collateral, except in accordance with the
provisions of this Pledge Agreement or the written instructions of the Pledgees.
     16.     Headings.  The  captions  in  this  Pledge  Agreement  are  for
             --------
convenience  of  reference  only  and  shall  not define or limit the provisions
hereof.
17.     Counterparts.  This  Pledge  Agreement  and any amendments hereof may be
        ------------
executed  in  several  counterparts and by each party on a separate counterpart,
each  of  which  when so executed and delivered shall be an original, and all of
which  together  shall  constitute  one  instrument.  In  proving  this  Pledge
Agreement it shall not be necessary to produce or account for more than one such
counterpart  signed  by  the  party  against  whom  enforcement  is  sought.
     18.     Term.  This Agreement shall terminate when one of the following
             ----
occurs with respect to all Notes made by Pledgor to the Pledgees: (i) full
payment has been made by or on behalf of the Pledgor in accordance with the
terms of the Note, together with the payment of accrued interest as set forth
therein or (ii) no payment was made by Pledgor in accordance with the terms of
the Note due to the failure of ICS to achieve the minimum of $7,000,000 of Net
Revenues in the applicable Earn-Out Year; provided, however, that such failure
was not due to an Event of Default, or (iii) in the Event of Default,
immediately after Custodian releases the Pledged Shares to the Pledgees pursuant
to the Pledgees written instructions.  Upon termination of this Agreement,
except in the Event of Default, any Pledged Shares still pledged hereunder (and
not yet disposed of) shall be delivered to Pledgor.
     19.     Applicable  Law.  This Agreement shall be governed by and construed
             ---------------
according  to the laws of the Commonwealth of Kentucky (but not its conflicts of
law provisions).  Pledgor hereby consents to service of process, and to be sued,
in  the  Commonwealth of Kentucky and consents to the jurisdiction of the courts
of  Jefferson  County,  Kentucky,  and  the United States District Court for the
Western  District of Kentucky, as well as to the jurisdiction of all courts from
which  an  appeal  may  be  taken from such courts, for the purpose of any suit,
action  or  other  proceeding  arising  hereunder  or  out of any of the Secured
Obligations  or  with  respect  to  the  transactions  contemplated  hereby, and
expressly  waives  any  and all objections Pledgor may have to venue in any such
courts.  Each  of  Pledgor  and  Pledgees  further  agrees  that  service of any
process,  summons,  notice  or  document by U.S. registered mail to such party's
respective address set forth below shall be effective service of process for any
action,  suit  or proceeding in Kentucky with respect to any matters to which it
has  submitted  to  jurisdiction  in  this  Section  19.
20.     Reasonable Care.  Beyond the exercise of reasonable care with respect to
        ---------------
the  safe custody of the Collateral while held hereunder, under no circumstances
shall  Pledgees be deemed to assume any responsibility for or obligation or duty
with  respect  to any part or all of the Collateral of any nature or kind or any
matter or proceedings arising out of or relating thereto.  Pledgee shall have no
duty  or  liability  to collect any sums due in respect thereof or to protect or
preserve  his  or  her  or  Pledgor's  rights  pertaining  thereto, and shall be
relieved  of  all responsibility for any of the Collateral upon surrendering the
same  to  Pledgor.
21.     Course  of  Conduct.  No  course of dealing between Pledgor and Pledgees
        -------------------
nor  any  failure  to  exercise,  nor  any  delay  in exercising, on the part of
Pledgees,  any  right,  power or privilege hereunder or under any of the Secured
Obligations,  shall operate as a waiver thereof; nor shall any single or partial
exercise  of  any right, power or privilege hereunder or thereunder preclude any
other  or  further exercise thereof or the exercise of any other right, power or
privilege.  The  rights  and  remedies herein provided and provided under any of
the Secured Obligations are cumulative and are in addition to, and not exclusive
of,  any  rights or remedies provided by law, including, without limitation, the
rights  and  remedies  of  a  secured party under the Uniform Commercial Code in
force  in  New  York on the date hereof and as may be amended from time to time.
22.     Assignment.  In  the event of a sale or assignment by Pledgees of all or
        ----------
any  of  the  Secured  Obligations held by them, Pledgees may assign or transfer
their  rights  and  interests  under  this  Agreement in whole or in part to the
purchaser or purchasers of such Secured Obligations, whereupon such purchaser or
purchasers  shall  become  vested  with  all  of  the powers and rights given to
Pledgees  hereunder, and Pledgees shall thereafter be forever released and fully
discharged  from  any  liability or responsibility hereunder with respect to the
rights  and  interest  so  assigned.
23.     Notices.  All notices, demands, requests, and other communications given
        -------
under  this  Agreement  shall  only be effective if they are (a) in writing, (b)
sent  by hand delivery, by facsimile transmission, by reputable express delivery
service,  or  by certified or registered mail, postage prepaid, and (c) (i) when
delivered  to  the  addressee  by  hand,  (ii) when received by the addressee as
evidenced by a return receipt signed by the addressee or its agent, and (iii) in
the  case  of  facsimile  transmissions, when transmitted, answer back received:
     To Pledgor:          Orbit International Corp.
80 Cabot Court
Hauppauge, New York 11788
Attention:     Dennis Sunshine, President
Facsimile:     (631) 952-1396
With a copy to:
Phillips Nizer LLP
666 Fifth Avenue
New York, New York 10103
Attention: Elliot H. Lutzker, Esq.
Facsimile: (212) 262-5152
If to Pledgees:
Kenneth J. Ice
Integrated Consulting Services, Inc.
163 Rochester Drive
Louisville, KY 402124
Facsimile:     (502) 364-5108
Michael R. Rhudy
Integrated Consulting Services, Inc.
163 Rochester Drive
Louisville, KY 402124
Facsimile:     (502) 364-5108
Julie A. McDearman
Integrated Consulting Services, Inc.
163 Rochester Drive
Louisville, KY 402124
Facsimile:     (502) 364-5108


With a copy to:
Seiller Waterman LLC
Meidinger Tower, 22nd Floor
462 South Fourth Street
Louisville, KY 40202
Attention:     Anuj G. Rastogi, Esq.
Facsimile:     (502) 371-9287

     To  Custodian:          Phillips  Nizer  LLP
               666  Fifth  Avenue
               New  York,  NY  10103
     Attn:  Elliot  H.  Lutzker
     Fax:  (212)  262-5152
or  to  such  other address (and/or facsimile transmission number) as Pledgor or
Pledgees,  as  the  case  may  be,  shall have specified in the latest unrevoked
notice  sent  to  the  other  in  accordance  with  this  Section  23.
     24.     Marshalling.  Pledgees shall not be required to marshal any present
             -----------
or future collateral security for (including, but not limited to, this Agreement
and the Collateral), or other assurances of payment of, the Secured Obligations,
or  any of them, or to resort to such collateral security or other assurances of
payment  in  any  particular  order.  All  of  the Pledgees' rights and remedies
hereunder  and in respect of such security and other assurances of payment shall
be  cumulative and in addition to all other rights, however existing or arising.
To the extent that Pledgor lawfully may, Pledgor hereby agrees that Pledgor will
not  invoke  any  law relating to the marshalling of collateral that might cause
delay  in  or impede the enforcement of Pledgees' rights under this Agreement or
under  any  other  instrument evidencing any of the Secured Obligations or under
which  any  of  the  Secured  Obligations  is outstanding or by which any of the
Secured  Obligations  is secured or payment thereof is otherwise assured, and to
the  extent that it lawfully may, Pledgor hereby irrevocably waives the benefits
of  all  such  laws.
25.     Waiver  and Consent.  PLEDGOR HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS
        -------------------
AGREEMENT AS WELL AS PRESENTMENT, DEMAND, PAYMENT, NOTICE OF DISHONOR OR PROTEST
AND  ALL  OTHER  NOTICES  OF  ANY  KIND  IN  CONNECTION  WITH ANY OF THE SECURED
OBLIGATIONS,  EXCEPT  FOR  NOTICES  SPECIFICALLY  REQUIRED BY THE TERMS THEREOF.
Pledgees  may  release,  substitute,  supersede,  exchange  or  modify any other
collateral  security  they  may from time to time hold, and release, substitute,
surrender  or  modify  the  liability of any third party, without giving Pledgor
notice,  and  Pledgor  hereby  consents  to  the  same and acknowledges that the
Secured  Obligations  shall  not  be  terminated by any such action by Pledgees.
Pledgees  shall  be  under  no duty to first exhaust its rights against any such
collateral  security  or any such third party before realizing on the Collateral
and  otherwise  proceeding  under  this  Agreement.
26.     Expenses.  Pledgor  will  upon  demand pay to Pledgees the amount of any
        --------
and  all  reasonable expenses, including the fees and expenses of counsel and of
any  experts  and  agents,  which  Pledgees may incur in connection with (a) the
custody,  preservation or sale of, collection from or other realization upon any
of  the  Collateral,  (b)  the  exercise  or enforcement of any of the rights of
Pledgees  hereunder,  or (c) the failure by Pledgor to perform or observe any of
the  provisions  hereof.
27.     Binding  Agreement.  This  Agreement  shall be binding upon and inure to
        ------------------
the  benefit  of the parties hereto and their respective successors and assigns,
and  the  term "Pledgees" shall be deemed to include any other holder or holders
of  any  of the Secured Obligations.  As used herein, plural or singular include
each  other,  and  pronouns  of  any  gender  are  to be construed as masculine,
feminine  or  neuter,  as  context  requires.
28.     Severability.  In  the  event that any provision of this Agreement shall
        ------------
be  determined  to be superseded, invalid or otherwise unenforceable pursuant to
applicable  law, such determination shall not affect the validity of the balance
of  this  Agreement,  and  the  remaining  provisions of this Agreement shall be
enforced  as  if  the  invalid  provisions  were  deleted.

     THIS AGREEMENT IS SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT DATED
DECEMBER 19, 2007 AMONG MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., KENNETH
J. ICE, MICHAEL R. RHUDY, AND JULIE A. MCDEARMAN.  IN THE EVENT OF
INCONSISTANCES BETWEEN THIS AGREEMENT AND THE SAID INTERCREDITOR AGREEMENT, THE
TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND PREVAIL.

<PAGE>
IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
above  written.
PLEDGEES:     PLEDGOR:
________________________________
Kenneth  J.  Ice     ORBIT  INTERNATIONAL  CORP
     By:  ______________________________
________________________________     Name:  Dennis  Sunshine
Michael  R.  Rhudy     Title:  President
________________________________     CUSTODIAN:
Julie  A.  McDearman     PHILLIPS  NIZER  LLP
     By:  ______________________________
     Name:  Elliot  H.  Lutzker



<PAGE>
                                     ------

1026228.2
                                    EXHIBIT A
                                    ---------

                         PLEDGEE NAME     PLEDGED SHARES
                         ------------     --------------

                                   Kenneth Ice
                                   80 shares of ICS
                         Mike Rhudy     10 shares of ICS

                                 Julie McDearman
                                   10 shares of ICS