Exhibit 10.5





                           CONTINGENT PROMISSORY NOTE
     For  value received, ORBIT INTERNATIONAL CORP., a Delaware corporation (the
"Company"),  having  an  address  at 80 Cabot Court, Hauppauge, NY 11788, hereby
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promises  to  pay to KENNETH J. ICE and his permitted successors or assigns (the
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"Holder"),  having  an address at 163 Rochester Drive, Louisville, KY 40214, the
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principal  sum  of EIGHT HUNDRED THOUSAND DOLLARS ($800,000), in lawful money of
the  United States of America and in immediately available funds, if and only if
the  following  contingency  occurs:
     Company shall pay Holder up to $800,000 over the next three years following
the  Closing  in increments of $266,667 per year (the "ANNUAL EARN-OUT PAYMENT")
provided  Company's fully owned subsidiary, INTEGRATED CONSULTING SERVICES, INC.
("ICS"), a Kentucky corporation, attains Net Revenues (defined below) of no less
than  $7,000,000 in each of the 2008, 2009, and 2010 fiscal years.  In the event
that  ICS  does  not achieve the minimum of $7,000,000 of Net Revenues in any of
the  2008,  2009,  or  2010  fiscal  years  (each individually referred to as an
"EARN-OUT  YEAR"),  the Annual Earn-Out Payment attributable to that fiscal year
shall  be  eliminated  in  its entirety and forfeited by the Holder.  The Annual
Earn-Out  Payments,  if  any, shall be paid by Company to the Holder by check or
wire  transfer  on  the date that is ten (10) business days following receipt by
Company  of  the  final  audit report for ICS (as then owned by Company) for the
fiscal  year  then  ended,  but in no event later than April 15th (the "EARN-OUT
PAYMENT  DATE").  "NET REVENUES" shall mean the sum of revenues from all sources
related  to operations (priced consistently with past practices to yield similar
gross  margins)  and  net non-operating income, after making adequate provisions
for  uncollectible debt, discounts, chargebacks and rebates.  The calculation of
Net  Revenues shall be derived from audited financial statements of ICS, applied
consistent  with  past  practices  of  ICS.  Within  a  period  of ten (10) days
following Company's receipt of draft financial statements for ICS, Company shall
deliver to the Holder (i) an income statement of ICS for the applicable Earn-Out
Year; (ii) a calculation of the Net Revenues for such Earn-Out Year; and (iii) a
statement as to whether the Holder is entitled to an Annual Earn-Out Payment for
such  Earn-Out  Year  (collectively,  the  "EARN-OUT  CALCULATION").  Unless the
Holder  notifies  the  Company of any disagreement with Company's calculation of
Net  Revenues  within  ten  (10)  business  days  after  receipt of the Earn-Out
Calculation,  the  Earn-Out  Calculation shall be final and shall be accepted by
and binding upon the Holder and Company.  On and after the date Company delivers
the  Earn-Out  Calculation  to  the  Holder,  the  Holder  and  his professional
Representatives  shall  have  access  to  the  work  papers  used to prepare the
Earn-Out  Calculation  and  the  books  and  records  relating  to  the Earn-Out
Calculation, upon reasonable notice during normal business hours.  If any Holder
notifies  the Company of any such disagreement within such ten (10) business day
period  and  such  disagreement cannot be amicably resolved within an additional
period  of  ten (10) business days, then the disagreement shall be submitted for
determination  to  an  accounting  firm  mutually  agreeable  to  the Holder and
Company,  or  failing  such  mutual  agreement,  to  the  American  Arbitration
Association  in  Jefferson County, Commonwealth of Kentucky.  If arbitrated, the
Arbitrator  shall  be  given  the  authority  to  award  fees  and  costs to the
prevailing  party.
If  the  Company  does  not  make  any  required  Annual Earn-Out Payment by the
Earn-Out  Payment  Date  to  the  Holder, then the principal due under this Note
shall  bear  interest  at  the  prime  rate  charged by Citibank, N.A., as is in
effect,  as  of  the  Earn-Out  Payment  Date,  plus  one percent (1%) ("Default
Interest  Rate")  until  all of the amounts due under the Note have been paid in
full.  All  interest  on this Note shall be computed on an annual basis of a 360
day year.  In no event will the interest rate hereunder exceed that permitted by
applicable  law.  If  any  interest  or  other charge is finally determined by a
court  of  competent jurisdiction to exceed the maximum amount permitted by law,
the  interest  or  charge  shall be reduced to the maximum permitted by law, and
Holder may credit any excess amount previously collected against the balance due
or  refund  the  amount  to  maker.
All  payments  on  this note shall be payable to Holder's address in Louisville,
Kentucky,  or  at such other place as Holder may designate in writing, in lawful
money  of  the  United  States  of  America.
In  the  event  Company  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, then the Annual Earn-Out Payment attributable to
that fiscal year shall be paid by Company to the Holder in cash on the date that
is ten (10) business days following receipt by Company of the final audit report
for  ICS for the fiscal year then ended, but in no event later than the Earn-Out
Payment  Date.  For  purposes  of  clarification, examples of a Material Adverse
Change  to  ICS's  business  operations  could include (x) the discontinuance of
ICS's main product line, or (y) a reorganization, merger or consolidation (other
than  a  reincorporation or similar event, which has no effect on ICS's business
operations)  in  which  ICS  is  not the surviving corporation or is no longer a
stand  alone subsidiary of the Company, or a sale of all or substantially all of
the  assets  of  ICS  to  a  non-affiliated  entity of the Company (a "Change of
Control")  in which the Holder's obligations with respect to the Annual Earn-Out
Payments  are  not  assumed  in  such  a  Change  of  Control.
     This  Note  is  subordinated  in right of payment to Merrill Lynch Business
Financial  Services,  Inc.,  including  any  principal  of  or  interest  on the
indebtedness  of  the  Company to the Holder.  The Holder by accepting this Note
agrees  to  the  subordination  and  authorizes  the  Company to give it effect.
     It  is  further  agreed  and specifically understood between the parties to
this  Note  that  there is presently no outstanding, loan or debt represented by
this  Promissory Note, and that this Note is given to secure ad-vances up to and
including  principal of $800,000, if and when the above contingency is met, plus
any  other  amounts  expressly  provided  for  under  this  Note.

     This  Note  is  the  Contingent Promissory Note referred to in that certain
Stock  Purchase  Agreement,  dated  as  of  December  19,  2007  (as  amended,
supplemented or otherwise modified from time to time, the "Purchase Agreement"),
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among  the  Company,  the Holder and certain other parties named therein and has
been  duly  authorized  and  issued pursuant thereto.  Capitalized terms used in
this  Note which are not defined in this Note shall have the meaning ascribed to
such  terms  in  the  Purchase  Agreement.
Any  amounts that may be due and owing (the "Funds Due") under this Note consist
of  the  principal and interest, which interest is computed at a minimum imputed
rate  as  permitted  under  the  income  tax  laws  of  the  United  States  and
Commonwealth  of  Kentucky,  from the date of this Note until all of the amounts
due  under  the  Note  have  been  paid  in  full.
If  any  payment under this Note shall be specified to be made on a day which is
not  a  business  day,  it  shall  be made on the next succeeding day which is a
business  day.  For  purposes  of this Note, a "business day" shall mean any day
other  than Saturday, Sunday or other day in which banks are authorized to close
in  the  Commonwealth  of  Kentucky.
     The amounts due and owing under this Note may be repaid in whole or in part
without  penalty  or  premium at any time; provided, however, that in such event
(or  in any event) Holder shall have no obligation to advance, and Company shall
have  no  right  to  re-borrow, any amounts so repaid.  No partial prepayment of
principal  shall  postpone the due date of any subsequent payment due hereunder.
All  payments  shall  be  made  in immediately available funds to Holder at such
address  as  may  be  designated  in  writing  by  the  holder  of  this  Note.

     The  occurrence  of  any  of  the  following events will be deemed to be an
"event  of  default" under this Note: (i) the nonpayment of any of the Funds Due
under  this  Note when due; (ii)  the filing by or against the Company or ICS of
any  proceeding  in  bankruptcy,  receivership,  insolvency,  reorganization,
liquidation, conservatorship or similar proceeding (and, in the case of any such
proceeding instituted against Company or ICS such proceeding is not dismissed or
stayed  within 30 days of the commencement thereof); and (iii) any assignment by
Company  or  ICS  for  the  benefit  of  creditors,  or  any  levy, garnishment,
attachment  or  similar  proceeding  is  instituted  against any property of the
Company  or  ICS.  This provision shall control every other provision in any and
all  other  agreements and instruments now existing or hereafter arising between
Company  and  Holder  with  respect  to  the  indebtedness  evidenced  hereby.

     This  Note has been delivered in, and shall be governed by and construed in
accordance  with  the  laws  of,  the  Commonwealth  of  Kentucky.

     With the exception of any disputes related to the calculation of the Annual
Earn-Out  Payment,  as  set  forth  above,  the  parties  hereto  consent to the
jurisdiction  of  the  courts  of  Jefferson County, Kentucky, and of the United
States  District  Court  of  the  Western  District  of  Kentucky.

     Except  as  otherwise  provided herein, Company and any other party who may
become primarily or secondarily liable for any of the obligations of the Company
hereunder  hereby waive presentment, demand, notice of dishonor, protest, notice
of protest, and nonpayment, and further agree that the holder of this Note shall
have  the  right,  without  notice,  to  deal  in any way, at any time, with the
Company,  or with any other party who may become primarily or secondarily liable
for  any  of  the obligations of the Company under this Note without waiving any
rights  the  holder  of this Note may have hereunder or by virtue of the laws of
this  state  or  any  other  state  of  the  United  States.

     The failure of any party hereto to insist upon strict performance of any of
the terms of this Note, or to exercise any rights herein confirmed, shall not be
construed  as  a waiver or relinquishment to any extent of such party's right to
assert or rely upon such terms or rights in any other instance.  A waiver on any
one  occasion  shall  not be construed as a bar to or waiver of any right and/or
remedy  on  any  future  occurrence.

     The  Company  agrees  that  if,  in  the  event  of a default, this Note is
referred  to  an attorney who is not a salaried employee of Holder, Company will
pay  such costs and reasonable attorney's fees as are incurred by the holder and
actually  paid  or  agreed  to  be  paid  by  Holder.

     THE COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE COMPANY MAY HAVE TO A
TRIAL  BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
NOTE,  ANY  DOCUMENTS  EXECUTED  IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION
CONTEMPLATED  IN  ANY  OF  SUCH  DOCUMENTS.  THE  COMPANY  ACKNOWLEDGES THAT THE
FOREGOING  WAIVER  IS  KNOWING  AND  VOLUNTARY.

The  invalidity  or unenforceability of any provision of this Note in general or
in  any  particular circumstance shall not affect the validity or enforceability
of  any one or more of the other provisions of this Note or the validity of such
provisions  as applied to any other circumstance.  Company agrees that this Note
and  all provision hereof shall be interpreted so as to give effect and validity
to  all  the  provisions  hereof  to  the  fullest  extent  permitted  by  law.

This Note shall bind the Company and its successors and assigns and the benefits
hereof  shall  inure  to  the  benefit  of  the  Holder  and his heirs, personal
representatives, successors, and assigns; provided, however, that the Holder may
not  assign  this  Note  in whole or in part without the Company's prior written
consent.

     The terms and conditions of this Note may not be changed or altered without
the  prior  written  consent  of  the  Company.


                              MAKER:
                              ORBIT  INTERNATIONAL  CORP.


                              By:
                                       Mitchell Binder,
                                   Executive Vice President and
                                       Chief Financial Officer