Exhibit 10.6




                               [GRAPHIC OMITED]



                               [GRAPHIC OMITED]

     TERM LOAN AND SECURITY AGREEMENT

TERM  LOAN  AND  SECURITY AGREEMENT dated as of December 19, 2007, between ORBIT
INTERNATIONAL  CORP., a corporation organized and existing under the laws of the
State  of  Delaware having its principal office at 80 Cabot Court, Hauppauge, NY
11788  ("Customer"),  and  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES INC., a
corporation  organized  and  existing  under  the  laws of the State of Delaware
having  its  principal  office  at  222  North LaSalle Street, Chicago, IL 60601
("MLBFS").

In  consideration  of  the  mutual covenants of the parties hereto, Customer and
MLBFS  hereby  agree  as  follows:

                             ARTICLE I. DEFINITIONS

1.1  SPECIFIC  TERMS.  In  addition  to  terms  defined  elsewhere  in this Loan
Agreement,  when  used  herein  the  following  terms  shall  have the following
meanings:

"Acquisition Closing Conditions" shall mean the delivery of a certificate of the
Customer, dated the Closing Date and signed by a Financial Officer of the
Customer (i) certifying that (a) the ICS Acquisition has been consummated in
escrow, pursuant to the Escrow Agreement, (b) the total consideration paid in
connection with the acquisition of the shares was not more than $7,300,000, (c)
no party to any of the ICS Acquisition Agreements has waived the fulfillment of
any material condition precedent set forth therein to the consummation of the
acquisition, no party has failed to perform any of its material obligations
thereunder or under any instrument or document executed and delivered in
connection therewith, and nothing has come to the attention of the Customer that
would cause it to believe that any of the representations or warranties of ICS
contained in the signed ICS Acquisition Agreements was false or misleading in
any material respect when made, (d) neither the execution and delivery of the
ICS Acquisition Agreements, nor the performance of the Customer's  obligations
thereunder, will violate any provision of law or will conflict with or result in
a breach of, or create (with or without the giving of notice or lapse of time,
or both) a default under, any material agreement to which the Customer is a
party or by which it is bound or any of its assets is affected and (e) upon the
satisfaction of the Escrow Conditions, the Customer will have acquired by virtue
of the consummation of the acquisition and will have good and marketable title
to all of the capital stock of ICS pursuant to the ICS Acquisition Documents,
free and clear of any Lien, except (1) for Permitted Liens and (2) for the liens
created and granted by the Loan Documents, and (f) after giving effect to the
acquisition, there is no litigation or administrative proceeding, or regulatory
development, that could reasonably be expected to have a material adverse effect
on (1) the business, assets, operations, condition (financial or otherwise) or
material agreements of the Consolidated Entities, (2) the ability of any
Consolidated Entity to perform any of its obligations under any Loan Document,
(3) the rights of or benefits available to MLBFS under any Loan Document or (4)
the ability of any party to the ICS Acquisition Agreement to perform any of its
obligations under the signed ICS Acquisition Agreement, and (ii) attaching a
true, complete and correct copy of the ICS Acquisition Agreement.

"Anti-Terrorism  and  Anti-Money  Laundering Laws" shall mean (a) all applicable
laws,  regulations,  executive  orders and government guidance on the prevention
and  detection  of money laundering (including 18 U.S.C.    1956 and 1957), drug
trafficking,  terrorist-related activities, or financial or other fraud; (b) the
Bank Secrecy Act (31 U.S.C.    5311 et seq. and 12 U.S.C.   1818(s), 1829(b) and
1951-1959)  and  its  implementing  regulations, and (c) all regulations and any
other requirements of any governmental authority (including, without limitation,
the  United  States Department of the Treasury Office of Foreign Assets Control)
addressing,  relating to, or attempting to eliminate drug trafficking, terrorist
acts  and  acts  of  war.

"Applicable  Margin"  shall mean, at all times during the applicable periods set
forth  below  the  percentage  set  forth  below  under  the heading "Applicable
Margin"  and  adjacent  to  such  period:
                          PERIOD     APPLICABLE MARGIN
                          ------     -----------------
  WHEN THE TOTAL FUNDED DEBT TO EBITDA RATIO IS GREATER THAN OR EQUAL TO     AND
  ----------------------------------------------------------------------     ---
                                    LESS THAN
                                    ---------
                            2.50:1.00          1.75%
                            ---------          -----
                        1.75:1.00     2.50:1.00     1.50%
                        ---------     ---------     -----
                        1.25:1.00     1.75:1.00     1.25%
                        ---------     ---------     -----
                                 1.25:1.00     1.00%
                                 ---------     -----

Changes  in  the  Applicable  Margin resulting from a change in the Total Funded
Debt to EBITDA Ratio shall be based upon the certificate most recently delivered
under Section 3.2(a) and shall become effective five (5) Business Days after the
date  such  certificate  is delivered to MLBFS.  Notwithstanding anything to the
contrary in this definition, (i) if Customer shall fail to deliver to MLBFS such
a  certificate on or prior to any date required hereby, the Total Funded Debt to
EBITDA  Ratio  shall  be  deemed to be greater than 2.50:1.00 from and including
such  date to the date that is five (5) Business Days after the date of delivery
to  MLBFS  of  such  certificate  and  (ii)  during the period commencing on the
Closing  Date  and ending on the date that the certificate to be delivered under
Section  3.2(a)  for  the  fiscal  year ending December 31, 2007 is delivered to
MLBFS,  the  Applicable  Margin  shall  be  1.50%.

"Bankruptcy  Event"  shall mean any of the following: (i) a proceeding under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
liquidation, winding up or receivership law or statute shall be commenced, filed
or  consented to by any Credit Party; or (ii) any such proceeding shall be filed
against  any  Credit  Party and shall not be dismissed or withdrawn within sixty
(60)  days  after  filing;  or  (iii)  any  Credit  Party  shall  make a general
assignment  for  the  benefit  of  creditors;  or  (iv)  any  Credit Party shall
generally fail to pay or admit in writing its inability to pay its debts as they
become  due;  or  (v)  any  Credit  Party  shall  be  adjudicated  a bankrupt or
insolvent;  or  (vi)  any  Credit Party shall take advantage of any other law or
procedure  for the relief of debtors or shall take any action for the purpose of
or  with  a  view  towards  effecting any of the foregoing; or (vii) a receiver,
trustee, custodian, fiscal agent or similar official for any Credit Party or for
any  substantial  part  of  any  of their respective property or assets shall be
sought  by  such  Credit  Party  or  appointed.
"Business Day" shall mean any day other than a Saturday, Sunday, federal holiday
or  other  day  on  which  the  New  York  Stock  Exchange  is regularly closed.
"Business  Guarantor"  shall  mean every Guarantor that is not a natural person.
"Certificate  of  Compliance"  shall  mean,  as  applicable,  that duly executed
certificate,  substantially  the  same  form as Exhibit B attached hereto to the
extent  such  certificate shall be applicable, of the president, chief financial
officer or chief executive officer of Customer, certifying as to the matters set
forth  in  such  certificate.
"Closing Date" shall mean the date upon which all conditions precedent to MLBFS'
obligation  to  make  the Loan shall have been met to the satisfaction of MLBFS.
"Collateral" shall mean all Accounts, Chattel Paper, Contract Rights, Inventory,
Equipment,  Fixtures,  General  Intangibles,  Deposit  Accounts,  Documents,
Instruments,  Investment  Property  and  Financial Assets of Customer, howsoever
arising,  whether  now  owned  or existing or hereafter acquired or arising, and
wherever  located;  together with all parts thereof (including spare parts), all
accessories  and  accessions  thereto, all books and records (including computer
records)  directly  related  thereto,  all  proceeds thereof (including, without
limitation,  proceeds  in  the form of Accounts and insurance proceeds), and the
additional  collateral  described  in  Section  3.6  (b)  hereof.
"Commitment  Expiration  Date"  shall  mean  January  31,  2008.
"Commitment  Fee" shall mean a fee of $31,500.00 due to MLBFS in connection with
this  Loan  Agreement.
"Consolidated  Entities"  shall  mean Customer, Behlman Electronics, Inc., Orbit
Instrument  of  California,  Inc.,  TDL  Manufacturing,  Inc., Tulip Development
Laboratory,  Inc.  and  ICS.
"Credit  Party"  and  "Credit Parties" shall mean, individually or collectively,
the  Customer,  all  Guarantors,  and  all  Pledgors.
"Default"  shall  mean  either  an  "Event of Default" as defined in Section 3.5
hereof,  or  an event which with the giving of notice, passage of time, or both,
would  constitute  such  an  Event  of  Default.
"Default  Rate"  shall  mean an annual interest rate equal to the lesser of: (i)
two  percentage points over the Interest Rate; or (ii) the highest interest rate
allowed  by  applicable  law.
"Escrow  Agent"  shall  mean  Phillips  Nizer  LLP.
"Escrow  Agreement" shall mean the Escrow Agreement dated the Closing Date among
ICS,  Customer,  Kenneth  J.  Ice,  Michael  R. Rhody and Julie A. McDearman and
Phillps  Nizer  LLP,  as  Escrow  Agent.
 "Escrow  Conditions"  shall  mean  the  "Condition"  in  the  Escrow Agreement.
"Event  of  Loss"  shall  mean the occurrence whereby any tangible Collateral is
damaged  beyond  repair,  lost,  totally  destroyed  or  confiscated.
"GAAP"  shall mean the generally accepted accounting principles in effect in the
United  States  of  America  from  time  to  time.
"General Funding Conditions" shall mean each of the following conditions to each
loan  or  advance  by  MLBFS hereunder: (i) no Default or Event of Default shall
have occurred and be continuing or would result from the making of any such loan
or  advance  hereunder  by  MLBFS;  (ii)  there  shall  not have occurred and be
continuing any material adverse change in the business or financial condition of
any  Credit  Party  since  December  31,  2006;  (iii)  all  representations and
warranties  of  all of the Credit Parties herein or in any of the Loan Documents
shall  then  be true and correct in all material respects; (iv) MLBFS shall have
received  this Loan Agreement and all of the other Loan Documents, duly executed
and  filed  or  recorded  where  applicable,  all  of which shall be in form and
substance  satisfactory  to  MLBFS; (v) the Commitment Fee and other amounts due
and  payable  to  MLBFS under the Loan Documents on or prior to the date hereof,
including  reimbursement  or payment of the reasonable fees and disbursements of
counsel  to  MLBFS;  (vi)  MLBFS  shall  have  received,  as  and  to the extent
applicable,  copies of invoices, bills of sale, loan payoff letters and/or other
evidence  satisfactory to it that the proceeds of the Loan will satisfy the Loan
Purpose;  (vii)  MLBFS shall have received evidence satisfactory to it as to the
ownership  of the Collateral and the perfection and priority of MLBFS' liens and
security  interests  thereon, as well as the ownership of and the perfection and
priority  of MLBFS' liens and security interests on any other collateral for the
Obligations  furnished pursuant to any of the Loan Documents; (viii) MLBFS shall
have received evidence satisfactory to it of the insurance required hereby or by
any of the Loan Documents; (ix) Customer shall have entered into an amendment to
the WCMA Loan and Security Agreement dated January 28, 2003 (Loan No. 885-07587)
(the  "Orbit  WCMA"),  and  an amendment to the Term Loan and Security Agreement
dated  June  5, 2007 (Loan No.  912914027) and an amendment to the Term Loan and
Security  Agreement  dated April 4, 2005 (Loan No. 912870864) with MLBFS and the
conditions  to  the  effectiveness  thereof  shall  have  been  fulfilled to the
satisfaction  of MLBFS, (x) ICS shall have entered into a WCMA Loan and Security
Agreement  with  MLBFS, dated as of December 31, 2007 and shall be in a form and
substance satisfactory to MLBFS (the "ICS WCMA"), (xi) the Guarantors shall have
confirmed  their  respective  obligations  under  their  Guaranties and Security
Agreements  in  form  and  substance  satisfactory  to  MLBFS  (xii)  shall have
satisfied  the  Acquisition  Closing  Conditions,  and  (xiv)  any  additional
conditions  specified  in the "Term Loan Approval" letter executed by MLBFS with
respect  to  the  transactions  contemplated  hereby  shall have been met to the
satisfaction  of  MLBFS.
"Guarantor"  shall  mean  each Person obligated under a guaranty, endorsement or
other  undertaking  by which such Person guarantees or assumes responsibility in
any  capacity  for  the  payment  or  performance  of  any  of  the Obligations.
"ICS"  shall  mean  Integrated Consulting Services, Inc., a Kentucky corporation
and  wholly-owned  subsidiary  of  Customer.
"ICS  Acquisition"  shall mean the purchase by Customer of all of the issued and
outstanding  capital  stock  of  ICS  pursuant to the ICS Acquisition Agreement.
"ICS  Acquisition Agreement" shall mean the Stock Purchase Agreement dated as of
December  19,  2007  by  and  among  Customer,  as Buyer, ICS and the respective
shareholders  of  ICS,  as the Sellers, together with all schedules and exhibits
thereto  and  all  instruments, documents and agreements delivered in connection
therewith.
"Loan"  shall  mean  a  sixty-month  term installment loan in an amount equal to
$4,500,000.
"Loan  Agreement"  shall  mean this agreement as titled in the initial paragraph
hereof  and  shall specifically include that number to be designated by MLBFS as
the  Customer's  "Loan No" in reference to this Loan Agreement, and which number
and  designation  MLBFS  shall  provide  to  Customer  upon  the initial invoice
generated  by  MLBFS.  At all times thereafter, such numerical loan number shall
be  included  and  be  deemed  to be a part of the title of this Loan Agreement.
"Loan  Documents" shall mean this Loan Agreement, any indenture, any guaranty of
any  of  the  Obligations  and  all  other  security  and  other  instruments,
assignments, certificates, certifications and agreements of any kind relating to
any  of  the Obligations, whether obtained, authorized, authenticated, executed,
sent  or  received  concurrently  with  or subsequent to this Loan Agreement, or
which  evidence  the  creation,  guaranty  or  collateralization  of  any of the
Obligations  or  the  granting or perfection of liens or security interests upon
any  Collateral  or  any  other  collateral  for  the Obligations, including any
modifications,  amendments  or  restatements  of  the  foregoing.
"Loan Purpose" shall mean the purpose for which the proceeds of the Loan will be
used;  to  wit:  to  finance  the  ICS  Acquisition.
"Location  of  Tangible Collateral" shall mean the address of Customer set forth
at  the  beginning  of  this  Loan Agreement, together with any other address or
addresses  set  forth  on  an  exhibit  hereto  as  being a Location of Tangible
Collateral.
"Obligations"  shall  mean  all  liabilities,  indebtedness  and  obligations of
Customer to MLBFS, howsoever created, arising or evidenced, whether now existing
or hereafter arising, whether direct or indirect, absolute or contingent, due or
to  become  due, primary or secondary or joint or several, and, without limiting
the  generality  of  the  foregoing,  shall  include principal, accrued interest
(including without limitation interest accruing after the filing of any petition
in  bankruptcy),  all  advances  made  by  or  on behalf of MLBFS under the Loan
Documents,  collection and other costs and expenses incurred  by or on behalf of
MLBFS,  whether  incurred  before  or after judgment, and all present and future
liabilities,  indebtedness  and  obligations  of Customer under the Note and the
Loan  Documents.
"Permitted  Liens"  shall  mean  with  respect  to the Collateral: (i) liens for
current taxes not yet due and payable, other non-consensual liens arising in the
ordinary  course  of  business  for  sums  not due, and, if MLBFS' rights to and
interest  in  the  Collateral are not materially and adversely affected thereby,
any  such  liens for taxes or other non-consensual liens arising in the ordinary
course  of  business  being  contested in good faith by appropriate proceedings;
(ii)  liens  in  favor  of  MLBFS; (iii) liens which will be discharged with the
proceeds of the Loan; and (iv) any other liens expressly permitted in writing by
MLBFS.
"Person"  shall  mean  any  natural  person  and  any  corporation,  partnership
(general,  limited or otherwise), limited liability company, trust, association,
joint  venture,  governmental body or agency or other entity having legal status
of  any  kind.
"Pledgor"  shall  mean  each  Person  who  at  any  time provides collateral, or
otherwise  now  or hereinafter agrees to grants MLBFS a security interest in any
assets  as  security  for  Customer's  Obligations.
"Term  Loan  Agreements"  shall  mean,  collectively, the Term Loan and Security
Agreement  dated  as  of  April  4,  2005  between  Customer and MLBFS (Loan No.
912870864),  the  Term  Loan  and  Security  Agreement  dated as of June 5, 2007
between  Customer  and MLBFS (No. 912914027) and the Loan Agreement, as each may
be  amended,  restated,  supplemented  or  modified  from  time  to  time.
"UCC"  shall  mean  the  Uniform  Commercial  Code  of  Illinois as in effect in
Illinois  from  time  to  time.
1.2 OTHER TERMS. Except as otherwise defined herein, all terms used in this Loan
Agreement  which are defined in the UCC shall have the meanings set forth in the
UCC;  and  (iii)  accounting  terms  not  defined  herein shall have the meaning
ascribed  to  them  in  GAAP.

1.3 UCC FILING. Customer hereby authorizes MLBFS to file a record or records (as
defined  or  otherwise  specified under the UCC), including, without limitation,
financing  statements, in all jurisdictions and with all filing offices as MLBFS
may determine, in its sole discretion, are necessary or advisable to perfect the
security  interest  granted  to  MLBFS  herein.  Such  financing  statements may
describe the Collateral in the same manner as described herein or may contain an
indication  or  description  of  collateral  that describes such property in any
other  manner  as  MLBFS  may  determine,  in its sole discretion, is necessary,
advisable  or  prudent  to ensure the perfection of the security interest in the
Collateral  granted  to  the  MLBFS  herein.


<PAGE>
                              ARTICLE II. THE LOAN

2.1  COMMITMENT. Subject to the terms and conditions hereof, MLBFS hereby agrees
to make the Loan to Customer for the Loan Purpose, and Customer agrees to borrow
all amounts borrowed to satisfy the Loan Purpose from MLBFS. The entire proceeds
of  the Loan shall be disbursed on the Closing Date as directed by Customer in a
Closing  Certificate  to be executed by Customer and delivered to MLBFS prior to
the  Closing  Date.

2.2  NOTE.  The  Loan will be evidenced by and repayable in accordance with that
certain  Collateral  Installment  Note  made by Customer payable to the order of
MLBFS  and  issued  pursuant  to  this  Loan Agreement (the "Note"). The Note is
hereby  incorporated  as  a  part  hereof  as  if  fully  set  forth  herein.

2.3  CONDITIONS  OF MLBFS' OBLIGATION. The Closing Date and MLBFS' obligation to
make  the  Loan on the Closing Date are subject to the prior fulfillment of each
of  the  following  conditions:  (a) MLBFS shall have received a written request
from  Customer  that  the  Loan  be  funded in accordance with the terms hereof,
together  with a written direction from Customer as to the method of payment and
payee(s)  of  the  proceeds  of the Loan, which request and direction shall have
been  received  by  MLBFS not less than two Business Days prior to any requested
funding  date;  (b) the Commitment Expiration Date shall not then have occurred;
and  (c)  each  of  the  General  Funding Conditions shall then have been met or
satisfied  to  the  reasonable  satisfaction  of  MLBFS.

2.4  USE  OF  LOAN  PROCEEDS. The proceeds of the Loan shall be used by Customer
solely  for  a  Loan  Purpose,  or, with the prior written consent of MLBFS, for
other  lawful  business  purposes  of  Customer  not prohibited hereby. CUSTOMER
AGREES  THAT  UNDER  NO CIRCUMSTANCES WILL THE PROCEEDS OF THE LOAN BE USED: (A)
FOR  PERSONAL,  FAMILY OR HOUSEHOLD PURPOSES OF ANY PERSON WHATSOEVER, OR (B) TO
PURCHASE,  CARRY  OR  TRADE  IN  SECURITIES, OR REPAY DEBT INCURRED TO PURCHASE,
CARRY OR TRADE IN SECURITIES, OR (C) UNLESS OTHERWISE CONSENTED TO IN WRITING BY
MLBFS,  TO  PAY  ANY  AMOUNT  TO  MERRILL  LYNCH  AND  CO.,  INC.  OR ANY OF ITS
SUBSIDIARIES,  OTHER THAN MERRILL LYNCH BANK USA, MERRILL LYNCH BANK & TRUST CO.
OR  ANY  SUBSIDIARY  OF EITHER OF THEM (INCLUDING MLBFS AND MERRILL LYNCH CREDIT
CORPORATION).

2.5  COMMITMENT  FEE.  In  consideration of the agreement by MLBFS to extend the
Loan  to  Customer  in accordance with and subject to the terms hereof, Customer
has  paid  or  shall,  on  or before the Closing Date pay, the Commitment Fee to
MLBFS.  Customer  acknowledges and agrees that the Commitment Fee has been fully
earned  by  MLBFS,  and  that it will not under any circumstances be refundable.

2.6  PREPAYMENTS.  In  the  event and on each occasion that any net proceeds are
received  by  or  on behalf of Customer or any Consolidated Entity in respect of
any  of the following:  (i) the disposition of any or all of the fixed assets of
any  Consolidated  Entity,  whether  by  sale, lease, transfer or otherwise (but
excluding damage, destruction, loss or condemnation), other than in the ordinary
course  of  business;  (ii)  any equity issuance by Customer or any Consolidated
Entity,  or (iii) the incurrence by Customer or any of the Consolidated Entities
of  any  indebtedness  not  permitted to be incurred by any Loan Document, then,
immediately after such net proceeds are received, Customer shall prepay pro rata
the  Loan and the term loans outstanding under the other Term Loan Agreements in
an  amount  equal  to  such  net  proceeds.

                         ARTICLE III. GENERAL PROVISIONS

3.1  REPRESENTATIONS  AND  WARRANTIES

Customer  represents  and  warrants  to  MLBFS  that:

(A)     COMPLIANCE  WITH  ANTI-TERRORISM,  EMBARGO,  SANCTIONS  AND  ANTI-MONEY
LAUNDERING LAWS.  Without limiting the generality of any other provision in this
Loan  Agreement:  (i)  each  Credit  Party has taken all reasonable measures, in
accordance  with  all  applicable  Anti-Terrorism and Anti-Money Laundering Laws
with  respect  to  each  holder  of a direct or indirect interest in such Credit
Party,  to  assure that funds invested by such holders in the Credit Parties are
derived  from  legal  sources;  (ii)  to  Customer's  knowledge after making due
inquiry,  neither  any  of  the  Credit  Parties  nor  any holder of a direct or
indirect  interest  in  the  Credit  Parties:  (a) is under investigation by any
governmental  authority for, or has ever been charged with, or convicted of, any
violation  of  any  Anti-Terrorism  and  Anti-Money Laundering Laws or any other
criminal  activity,  (b)  has  been  assessed  civil  penalties  under  any
Anti-Terrorism  and  Anti-Money  Laundering  Laws,  (c) has had any of its funds
seized  or  forfeited  in  an  action  under  any  Anti-Terrorism and Anti-Money
Laundering  Laws  or (d) is a Person with whom a citizen of the United States is
prohibited  to  engage  in  transactions  pursuant  to  any  Anti-Terrorism  and
Anti-Money  Laundering Laws; (iii) each Credit Party has taken reasonable steps,
consistent  with industry practice for comparable organizations and in any event
as  required  by  law,  to  ensure  that such Credit Parties are and shall be in
compliance  with  all  Anti-Terrorism  and Anti-Money Laundering Laws;  provided
                                                                        --------
however,  Sections  (i) and (ii) of this provision shall not apply to the extent
   ----
that  such  Person's  interest  is  in or through an entity whose securities are
traded  on  a  national  securities  exchange.
(B)     ORGANIZATION AND EXISTENCE. Customer is a corporation, duly organized
and validly existing in good standing under the laws of the State of Delaware
and is qualified to do business and in good standing in each other state where
the nature of its business or the property owned by it make such qualification
necessary; and, where applicable, each Business Guarantor is duly organized,
validly existing and in good standing under the laws of the state of its
formation and is qualified to do business and in good standing in each other
state where the nature of its business or the property owned by it make such
qualification necessary.
(C)     EXECUTION, DELIVERY AND PERFORMANCE. Each Credit Party has the requisite
power and authority to enter into and perform the Loan Documents.  The Customer
holds all necessary permits, licenses, certificates of occupancy and other
governmental authorizations and approvals required in order to own or operate
the Customer's business.  The execution, delivery and performance by Customer of
this Loan Agreement and by each of the other Credit Parties of such of the other
Loan Documents to which it is a party: (i) have been duly authorized by all
requisite action, (ii) do not and will not violate or conflict with any law,
order or other governmental requirement, or any of the agreements, instruments
or documents which formed or govern any of the Credit Parties, and (iii) do not
and will not breach or violate any of the provisions of, and will not result in
a default by any of the Credit Parties under, any other agreement, instrument or
document to which it is a party or is subject.
(D)     NOTICES  AND  APPROVALS.  Except  as may have been given or obtained, no
notice  to or consent or approval of any governmental body or authority or other
third  party  whatsoever  (including, without limitation, any other creditor) is
required in connection with the execution, delivery or performance by any Credit
Party  of  such of this Loan Agreement, the Note and the other Loan Documents to
which  it  is  a  party.
(E)     ENFORCEABILITY.  The Loan Documents to which any Credit Party is a party
are  the  respective  legal, valid and binding obligations of such Credit Party,
enforceable  against  it  or  them, as the case may be, in accordance with their
respective  terms,  except  as  enforceability  may be limited by bankruptcy and
other  similar  laws  affecting  the rights of creditors generally or by general
principles  of  equity.
(F)     COLLATERAL. Except for priorities afforded to any Permitted Liens: (i)
Customer has good and marketable title to the Collateral, (ii) none of the
Collateral is subject to any lien, encumbrance or security interest, and (iii)
upon the filing of all Uniform Commercial Code financing statements
authenticated or otherwise authorized by Customer with respect to the Collateral
in the appropriate jurisdiction(s) and/or the completion of any other action
required by applicable law to perfect its liens and security interests, MLBFS
will have valid and perfected first liens and security interests upon all of the
Collateral.
(G)     FINANCIAL STATEMENTS. Except as expressly set forth in Customer's or any
Business Guarantor's financial statements, all financial statements of Customer
and each Business Guarantor furnished to MLBFS have been prepared in conformity
with generally accepted accounting principles, consistently applied, are true
and correct in all material respects, and fairly present the financial condition
of it as at such dates and the results of its operations for the periods then
ended (subject, in the case of interim unaudited financial statements, to normal
year-end adjustments); and since the most recent date covered by such financial
statements, there has been no material adverse change in any such financial
condition or operation. All financial statements furnished to MLBFS of any
Guarantor other than a Business Guarantor are true and correct in all material
respects and fairly represent such Guarantor's financial condition as of the
date of such financial statements, and since the most recent date of such
financial statements, there has been no material adverse change in such
financial condition.
(H)     LITIGATION;  COMPLIANCE  WITH  ALL  LAWS.  No  litigation,  arbitration,
administrative  or  governmental proceedings are pending or, to the knowledge of
Customer,  threatened  against  any  Credit  Party,  which  would,  if adversely
determined,  materially and adversely affect (i) such Credit Party's interest in
the  Collateral  or the liens and security interests of MLBFS hereunder or under
any  of the Loan Documents, or (ii) the financial condition of such Credit Party
or its continued operations.  Each Credit Party is in compliance in all material
respects  with  all  laws, regulations, requirements and approvals applicable to
such  Credit  Party.
(I)     TAX RETURNS. All federal, state and local tax returns, reports and
statements required to be filed by any Credit Party have been filed with the
appropriate governmental agencies and all taxes due and payable by any Credit
Party have been timely paid (except to the extent that any such failure to file
or pay will not materially and adversely affect (i) either the liens and
security interests of MLBFS hereunder or under any of the Loan Documents, (ii)
the financial condition of any Credit Party, or (iii) its continued operations)
unless such taxes are being actively contested in good faith, and there are
adequate reserves to timely pay any such taxes determined to be owed.
(J)     COLLATERAL LOCATION. All of the tangible Collateral is located at a
Location of Tangible Collateral.
(K)     NO DEFAULT.  No "Default" or "Event of Default" (each as defined in this
Loan Agreement or any of the other Loan Documents) has occurred and is
continuing.
(L)     NO OUTSIDE BROKER. Except for employees of MLBFS, Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S") or one of their affiliates, Customer has
not in connection with the transactions contemplated hereby directly or
indirectly engaged or dealt with, and was not introduced or referred to MLBFS
by, any broker or other loan arranger.
Each  of  the foregoing representations and warranties: (i) has been and will be
relied  upon  as an inducement to MLBFS to make the Loan, and (ii) is continuing
and  shall  be  deemed  remade  by  Customer  on  the  Closing  Date.

3.2  FINANCIAL  AND  OTHER  INFORMATION

(a)     Customer shall furnish or cause to be furnished to MLBFS during the term
of  this  Loan  Agreement  all  of  the  following:

(i)     CERTIFICATE OF COMPLIANCE. Within 45 days after the close of each fiscal
quarter of Customer, a Certificate of Compliance, duly executed by an authorized
officer  of  Customer,  in  the form of Exhibit B attached hereto, or such other
form  as  reasonably  required  by  MLBFS  from  time  to  time;
(ii)     A/R  AGINGS.  Within  15  days  after the close of each fiscal month of
Customer,  a  copy of the Accounts Receivable Aging of the Consolidated Entities
as  of  the  end  of  such  fiscal  month;
(iii)     BACKLOG REPORTS. Within 45 days after the close of each fiscal quarter
of Customer, a copy of the Sales Backlog Report of the Consolidated Entities as
of the end of such fiscal quarter;
(iv)     SEC REPORTS. Customer shall furnish or cause to be furnished to MLBFS
not later than 10 days after the date of filing with the Securities and Exchange
Commission ("SEC"), a copy of each 10-K, 10-Q and other report required to be
filed with the SEC during the term hereof by the Consolidated Entities;
(v)     PROJECTIONS.  Not earlier than thirty (30) days prior to the beginning
of each fiscal year of Customer, financial projections of Customer and the
Consolidated Entities on a consolidated basis, including cash flow, balance
sheet and income statements, on a quarterly basis for such fiscal year and on an
annual basis for the immediately succeeding two (2) fiscal years, all in
reasonable detail, in form satisfactory to MLBFS, and certified by the chief
financial officer of Customer as Customer's good faith projections of the
matters contained therein; and
(vi)     OTHER INFORMATION. Such other information as MLBFS may from time to
time reasonably request relating to Customer, any Credit Party or the
Collateral.
(b)     GENERAL  AGREEMENTS  WITH  RESPECT  TO  FINANCIAL  INFORMATION. Customer
agrees  that  except  as  otherwise  specified  herein or otherwise agreed to in
writing  by  MLBFS: (i) all annual financial statements required to be furnished
by  Customer  to  MLBFS  hereunder  will  be  prepared  by  either  the  current
independent accountants for Customer or other independent accountants reasonably
acceptable  to  MLBFS,  and  (ii) all other financial information required to be
furnished  by  Customer  to  MLBFS hereunder will be certified as correct in all
material  respects  by  the party who has prepared such information, and, in the
case of internally prepared information with respect to Customer or any Business
Guarantor,  certified  as  correct  by their respective chief financial officer.
3.3  OTHER  COVENANTS
Customer  further  covenant  s and agrees during the term of this Loan Agreement
that:

(a)     COMPLIANCE  WITH  ANTI-TERRORISM,  EMBARGO,  SANCTIONS  AND  ANTI-MONEY
LAUNDERING  LAWS.   Each  Credit Party (i) shall take all reasonable measures in
accordance  with  all  applicable  Anti-Terrorism and Anti-Money Laundering Laws
with  respect  to  each  holder  of a direct or indirect interest in such Credit
Party,  to  assure that funds invested by such holders in the Credit Parties are
derived  from  legal  sources;  (ii)  shall  not  violate any Anti-Terrorism and
Anti-Money  Laundering  Laws,  and (iii) shall take reasonable steps, consistent
with industry practice for comparable organizations and in any event as required
by  law,  to ensure that such Credit Parties are and shall be in compliance with
all  Anti-Terrorism  and  Anti-Money Laundering Laws; provided however, Sections
                                                      ----------------
(i)  and (ii) of this provision shall not apply to the extent that such Person's
interest  is  in  or through an entity whose securities are traded on a national
securities  exchange.
(b)     FINANCIAL RECORDS; INSPECTION. Each Credit Party (other than any
Individual Guarantor) will: (i) maintain at its principal place of business
complete and accurate books and records, and maintain all of its financial
records in a manner consistent with the financial statements heretofore
furnished to MLBFS, or prepared on such other basis as may be approved in
writing by MLBFS; and (ii) permit MLBFS or its duly authorized representatives,
upon reasonable notice and at reasonable times, to inspect its properties (both
real and personal), operations, books and records.
(c)     TAXES. Each Credit Party will pay when due all of its respective taxes,
assessments and other governmental charges, howsoever designated, and all other
liabilities and obligations, except to the extent that any such failure to file
or pay will not materially and adversely affect either the liens and security
interests of MLBFS hereunder or under any of the Loan Documents, the financial
condition of any Credit Party or its continued operations.
(d)     COMPLIANCE WITH LAWS AND AGREEMENTS. No Credit Party will violate (i)
any law, regulation or other governmental requirement, any judgment or order of
any court or governmental agency or authority; (ii) any agreement, instrument or
document which is material to its operations or to the operation or use of any
Collateral, in each case as contemplated by the Loan Documents; or (iii) any
agreement, instrument or document to which it is a party or by which it is
bound, if any such violation will materially and adversely affect either the
liens and security interests of MLBFS hereunder or under any of the Loan
Documents , the financial condition of any Credit Party, or its continued
operations.
(e)     NO USE OF MERRILL LYNCH NAME. No Credit Party will directly or
indirectly publish, disclose or otherwise use in any advertising or promotional
material, or press release or interview, the name, logo or any trademark of
MLBFS, MLPF&S, Merrill Lynch and Co., Incorporated or any of their affiliates.
(f)     NOTIFICATION BY CUSTOMER. Customer shall provide MLBFS with prompt
written notification of: (i) any Default; (ii) any material adverse change in
the business, financial condition or operations of any Credit Party; (iii) any
information which indicates that any financial statements of any Credit Party
fail in any material respect to present fairly the financial condition and
results of operations purported to be presented in such statements; (iv) any
threatened or pending litigation involving any Credit Party; (v) any casualty
loss, attachment, lien, judicial process, encumbrance or claim affecting or
involving $25,000 or more of any Collateral; and (vi) any change in Customer's
outside accountants. Each notification by Customer pursuant hereto shall specify
the event or information causing such notification, and, to the extent
applicable, shall specify the steps being taken to rectify or remedy such event
or information.
(g)     ENTITY ORGANIZATION. Each Credit Party which is an entity will (i)
remain (A) validly existing and in good standing in the state of its
organization and (B) qualified to do business and in good standing in each other
state where the nature of its business or the property owned by it make such
qualification necessary, and (ii) maintain all governmental permits, licenses
and authorizations. Customer shall give MLBFS not less than 30 days prior
written notice of any change in name (including any fictitious name) or chief
executive office, place of business, or as applicable, the principal residence.
(h)     MERGER,  CHANGE  IN  BUSINESS.  Except upon the prior written consent of
MLBFS, Customer shall not cause or permit any Credit Party to: (i) be a party to
any  merger  or  consolidation  with,  or  purchase  or otherwise acquire all or
substantially  all  of  the assets of, or any material stock, partnership, joint
venture  or other equity interest in, any Person, or sell, transfer or lease all
or  any  substantial  part  of  its assets; (ii) engage in any material business
substantially  different  from  its  business  in  effect  as  of  the  date  of
application  by  Customer  for  credit  from  MLBFS, or cease operating any such
material  business;  or  (iii)  cause  or  permit  any other Person to assume or
succeed  to  any  material  business  or  operations  of  such  Credit  Party.
(i)     NO  CHANGE  IN  MANAGEMENT.  Customer  will  maintain  experienced  and
competent  professional  senior  management,  including  Dennis  Sunshine, Bruce
Reissman  and  Mitchell  Binder.
(j)     NO NEW PRODUCTS, SERVICES OR VENTURES. Except upon the prior written
consent of MLBFS, Customer shall not directly or indirectly initiate, create, or
acquire any additional or new product lines, services, business ventures,
companies or divisions.
(k)     NO LOANS/GUARANTEES TO ANY PARTY. Except upon the prior written consent
of MLBFS, Customer shall not directly or indirectly lend any moneys to, or
guaranty the debt of, any person or entity.
(l)     MINIMUM LIQUIDITY  The Consolidated Entities "Minimum Liquidity" shall
at all times be not less than $3,000,000.  For purposes hereof, "Minimum
Liquidity" shall mean, as of any date of determination, the sum of (i) cash and
cash equivalents of the Consolidated Entities as of such date determined in
accordance with GAAP plus (ii) unused availability under any revolving credit
facility made available to any Consolidated Entity by MLBFS.
(m)     TOTAL FUNDED DEBT TO EBITDA.  For purposes hereof, "Total Funded Debt to
EBITDA Ratio" shall mean the ratio of (a) all debt for borrowed money including
all outstandings (excluding unused availability) under any revolving credit
facility, and including debt to MLBFS, to (b) income before interest (including
payments in the nature of interest under capital leases), taxes, depreciation,
amortization, and other non-cash charges; all as determined on a trailing
12-month basis as set forth in the Consolidated Entities regular quarterly
financial statements prepared in accordance with GAAP; provided that, for each
fiscal quarter during the fiscal year of the Consolidated Entities ending on
December 31, 2008, income before interest (including payments in the nature of
interest under capital leases), taxes, depreciation, amortization, and other
non-cash charges shall be determined on a pro forma basis as if ICS  were
acquired on January 1, 2007. The Consolidated Entities Total Funded Debt to
EBITDA Ratio shall not exceed the ratios set forth below opposite such period:
                                Period     Ratio
                                ------     -----
       December 31, 2007 to and including December 31, 2009     2.50:1.00
       ----------------------------------------------------     ---------
                  January 1, 2010 and thereafter     2.00:1.00
                  ------------------------------     ---------

(n)      FIXED  CHARGE  COVERAGE.  Consolidated  Entities "Fixed Charge Coverage
Ratio"  shall  at  all  times  exceed 1.25 to 1.00.  For purposes hereof, "Fixed
Charge  Coverage  Ratio"  shall  mean  the  ratio of: (a) income before interest
(including  payments  in  the  nature  of interest under capital leases), taxes,
depreciation,  amortization,  and  other  similar  non-cash  charges,  minus any
internally financed capital expenditures, to (b)the sum of (i) any dividends and
other distributions paid or payable to shareholders, any taxes paid in cash, and
interest  expense,  as  determined  on  a trailing 12-month basis, plus (ii) the
aggregate  principal  scheduled  to  be  paid  or accrued over the next 12 month
period  and  the  aggregate  rental  under capital leases schedule to be paid or
accrued over the next 12 month period; all as set forth in Consolidated Entities
regular  quarterly  financial  statements  prepared  in  accordance  with  GAAP.
3.4  COLLATERAL
(a)     PLEDGE  OF  COLLATERAL.  To  secure  payment  and  performance  of  the
Obligations, Customer hereby pledges, assigns, transfers and sets over to MLBFS,
and  grants  to  MLBFS first liens and security interests in and upon all of the
Collateral,  subject  only  to  priorities  afforded  to  Permitted  Liens.
(b)     LIENS. Except upon the prior written consent of MLBFS, Customer shall
not create or permit to exist any lien, encumbrance or security interest upon or
with respect to any Collateral now owned or hereafter acquired other than
Permitted Liens.
(c)     PERFORMANCE OF OBLIGATIONS. Customer shall perform all of its
obligations owing on account of or with respect to the Collateral; it being
understood that nothing herein, and no action or inaction by MLBFS, under this
Loan Agreement or otherwise, shall be deemed an assumption by MLBFS of any of
Customer's said obligations.
(d)     SALES AND COLLECTIONS. Customer shall not sell, transfer or otherwise
dispose of any Collateral, except that so long as no Event of Default shall have
occurred and be continuing, Customer may in the ordinary course of its business:
(i) sell any Inventory normally held by Customer for sale, (ii) use or consume
any materials and supplies normally held by Customer for use or consumption, and
(iii) collect all of its Accounts.
(e)     ACCOUNT SCHEDULES. Upon the request of MLBFS, which may be made from
time to time, Customer shall deliver to MLBFS, in addition to the other
information required hereunder, a schedule identifying, for each Account and all
Chattel Paper subject to MLBFS' security interests hereunder, each account
debtor by name and address and amount, invoice or contract number and date of
each invoice or contract. Customer shall furnish to MLBFS such additional
information with respect to the Collateral, and amounts received by Customer as
proceeds of any of the Collateral, as MLBFS may from time to time reasonably
request.
(f)     ALTERATIONS AND MAINTENANCE. Except upon the prior written consent of
MLBFS, Customer shall not make or permit any material alterations to any
tangible Collateral which might materially reduce or impair its market value or
utility. Customer shall at all times (i) keep the tangible Collateral in good
condition and repair, reasonable wear and tear excepted, (ii) protect the
Collateral against loss, damage or destruction and (iii) pay or cause to be paid
all obligations arising from the repair and maintenance of such Collateral, as
well as all obligations with respect to any Location of Tangible Collateral
(e.g., all obligations under any lease, mortgage or bailment agreement), except
for any such obligations being contested by Customer in good faith by
appropriate proceedings.
(g)     LOCATION. Except for movements required in the ordinary course of
Customer's business, Customer shall give MLBFS 30 days' prior written notice of
the placing at or movement of any tangible Collateral to any location other than
a Location of Tangible Collateral. In no event shall Customer cause or permit
any material tangible Collateral to be removed from the United States without
the express prior written consent of MLBFS. Customer will keep its books and
records at its principal office address specified in the first paragraph of this
Loan Agreement.  Customer will not change the address where books and records
are kept, or change its name or taxpayer identification number.  Customer will
place a legend acceptable to MLBFS on all Chattel Paper that is Collateral in
the possession or control of Customer from time to time indicating that MLBFS
has a security interest therein.
(h)     INSURANCE. Customer shall insure all of the tangible Collateral under a
policy or policies of physical damage insurance for the full replacement value
thereof against such perils as MLBFS shall reasonably require and also providing
that losses will be payable to MLBFS as its interests may appear pursuant to a
lender's or mortgagee's long form loss payable endorsement and containing such
other provisions as may be reasonably required by MLBFS. Customer shall further
provide and maintain a policy or policies of commercial general liability
insurance naming MLBFS as an additional party insured. Customer and each
Business Guarantor shall maintain such other insurance as may be required by law
or is customarily maintained by companies in a similar business or otherwise
reasonably required by MLBFS. All such insurance policies shall provide that
MLBFS will receive not less than 10 days prior written notice of any
cancellation, and shall otherwise be in form and amount and with an insurer or
insurers reasonably acceptable to MLBFS. Customer shall furnish MLBFS with a
copy or certificate of each such policy or policies and, prior to any expiration
or cancellation, each renewal or replacement thereof.
(i)     EVENT OF LOSS. Customer shall at its expense promptly repair all
repairable damage to any tangible Collateral. In the event that there is an
Event of Loss and the affected Collateral had a value prior to such Event of
Loss of $100,000.00 or more, then, on or before the first to occur of (i) 90
days after the occurrence of such Event of Loss, or (ii) 10 Business Days after
the date on which either Customer or MLBFS shall receive any proceeds of
insurance on account of such Event of Loss, or any underwriter of insurance on
such Collateral shall advise either Customer or MLBFS that it disclaims
liability in respect of such Event of Loss, Customer shall, at Customer's
option, either replace the Collateral subject to such Event of Loss with
comparable Collateral free of all liens other than Permitted Liens (in which
event Customer shall be entitled to utilize the proceeds of insurance on account
of such Event of Loss for such purpose, and may retain any excess proceeds of
such insurance), or permanently prepay the Obligations by an amount equal to the
actual cash value of such Collateral as determined by either the insurance
company's payment (plus any applicable deductible) or, in absence of insurance
company payment, as reasonably determined by MLBFS; it being further understood
that any such permanent prepayment shall cause an immediate permanent reduction
in the Loan in the amount of such prepayment and shall not reduce the amount of
any future reductions in the Loan that may be required hereunder.
Notwithstanding the foregoing, if at the time of occurrence of such Event of
Loss or any time thereafter prior to replacement or line reduction, as
aforesaid, an Event of Default shall have occurred and be continuing hereunder,
then MLBFS may at its sole option, exercisable at any time while such Event of
Default shall be continuing, require Customer to either replace such Collateral
or prepay the Obligations, as aforesaid.
(j)     NOTICE OF CERTAIN EVENTS. Customer shall give MLBFS immediate notice of
any attachment, lien, judicial process, encumbrance or claim affecting or
involving $100,000.00 or more of the Collateral.
(k)     INDEMNIFICATION. Customer shall indemnify, defend and save MLBFS
harmless from and against any and all claims, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) of any nature whatsoever which may be asserted against or incurred by
MLBFS arising out of or in any manner occasioned by (i) the ownership,
collection, possession, use or operation of any Collateral, or (ii) any failure
by Customer to perform any of its obligations hereunder; excluding, however,
from said indemnity any such claims, liabilities, etc. arising directly out of
the willful wrongful act or active gross negligence of MLBFS. This indemnity
shall survive the expiration or termination of this Loan Agreement as to all
matters arising or accruing prior to such expiration or termination.
3.5  EVENTS  OF  DEFAULT
The  occurrence  of  any  of  the following events shall constitute an "Event of
Default"  under  this  Loan  Agreement:
(a)     ANTI-TERRORISM,  EMBARGO, SANCTIONS AND ANTI-MONEY LAUNDERING LAWS.  (i)
Any  Credit  Party (a) becomes under investigation by any governmental authority
for  any  violation of any Anti-Terrorism and Anti-Money Laundering Laws, (b) is
assessed  civil  penalties  under  any  Anti-Terrorism and Anti-Money Laundering
Laws,  (c)  has  any  of  its  funds  seized or forfeited in an action under any
Anti-Terrorism  and Anti-Money Laundering Laws, or (d) is identified as a Person
with whom a citizen of the United States is prohibited to engage in transactions
by any Anti-Terrorism and Anti-Money Laundering Laws; (ii) any representation or
warranty  made  by  any  Credit Party in this Loan Agreement or any of the other
Loan Documents with respect to any Anti-Terrorism and Anti-Money Laundering Laws
shall  at  any  time  prove  to have been incorrect when made or (ii) any Credit
Party  shall  default  in  the  performance  or  observance  of  any covenant or
agreement related to any Anti-Terrorism and Anti-Money Laundering Laws contained
in  any  of  the  Loan  Documents.
(b)     FAILURE TO PAY. Customer shall fail to pay when due any amount owing by
Customer to MLBFS under the Note or this Loan Agreement, or shall fail to pay
when due any other Obligations, and any such failure shall continue for more
than five (5) Business Days after written notice thereof shall have been given
by MLBFS to Customer.
(c)     FAILURE TO PERFORM. Any Credit Party shall default in the performance or
observance of any covenant or agreement on its part to be performed or observed
under this Loan Agreement, the Note or any of the other Loan Documents (not
constituting an Event of Default under any other clause of this Section), and
such default shall continue unremedied for ten (10) Business Days (i) after
written notice thereof shall have been given by MLBFS to Customer, or (ii) from
Customer's receipt of any notice or knowledge of such default from any other
source.
(d)     BREACH OF WARRANTY. Any representation or warranty made by any Credit
Party contained in this Loan Agreement, the Note or any of the other Loan
Documents shall at any time prove to have been incorrect in any material respect
when made.
(e)     DEFAULT UNDER OTHER ML AGREEMENT. A default or event of default by any
Credit Party shall occur under the terms of any other agreement, instrument or
document with or intended for the benefit of MLBFS, MLPF&S or any of their
affiliates, and any required notice shall have been given and required passage
of time shall have elapsed.
(f)     BANKRUPTCY EVENT. Any Bankruptcy Event shall occur.
(g)     MATERIAL IMPAIRMENT. Any event shall occur which shall reasonably cause
MLBFS to in good faith believe that the prospect of full payment or performance
by the Credit Parties of any of their respective liabilities or obligations
under this Loan Agreement, the Note or any of the other Loan Documents or such
Guarantor is a party has been materially impaired. The existence of such a
material impairment shall be determined in a manner consistent with the intent
of Section 1-208 of the UCC.
(h)     DEFAULT UNDER OTHER AGREEMENTS. Any event shall occur which results in
any default of any material agreement involving any Credit Party or any
agreement evidencing any indebtedness of any Credit Party of $100,000.00 or
more.
(i)     COLLATERAL IMPAIRMENT. The loss, theft or destruction of any Collateral,
the occurrence of any material deterioration or impairment of any Collateral or
any material decline or depreciation in the value or market price thereof
(whether actual or reasonably anticipated), which causes any Collateral, in the
sole opinion of MLBFS, to become unsatisfactory as to value or character, or any
levy, attachment, seizure or confiscation of the Collateral which is not
released within ten (10) Business Days.
(j)     CONTESTED OBLIGATION. (i) Any of the Loan Documents shall for any reason
cease to be, or are asserted by any Credit Party not to be a legal, valid and
binding obligations of any Credit Party, enforceable in accordance with their
terms; or (ii) the validity, perfection or priority of MLBFS' first lien and
security interest on any of the Collateral is contested by any Person; or (iii)
any Credit Party shall or shall attempt to repudiate, revoke, contest or
dispute, in whole or in part, such Credit Party's obligations under any Loan
Document.
(k)     JUDGMENTS. A judgment shall be entered against any Credit Party in
excess of $25,000 and the judgment is not paid in full and discharged, or stayed
and bonded to the satisfaction of MLBFS.
(l)     CHANGE IN CONTROL/CHANGE IN MANAGEMENT. (i) Any direct or indirect sale,
conveyance, assignment or other transfer of or grant of a security interest in
any ownership interest of any Credit Party which results, or if any rights
related thereto were exercised would result, in any change in the identity of
the individuals or entities previously in control of any Credit Party; or (ii)
the owner(s) of the controlling equity interest of any Credit Party on the date
hereof shall cease to own and control such Credit Party; or (iii) the Person (or
a replacement who is satisfactory to MLBFS in its sole discretion) who is the
chief executive officer or holds such similar position, or any senior manager of
such Credit Party on the date hereof shall for any reason cease to be the chief
executive officer or senior manager of the Customer.
(m)     WITHDRAWAL, DEATH, ETC. The incapacity, death, withdrawal, dissolution,
or the filing for dissolution of: (i) any Credit Party; or (ii) any controlling
shareholder, partner, or member of any Credit Party.
3.6  REMEDIES

(a) REMEDIES UPON DEFAULT. Upon the occurrence and during the continuance of any
Event  of Default, MLBFS may at its sole option do any one or more or all of the
following,  at  such  time and in such order as MLBFS may in its sole discretion
choose:

(i) TERMINATION. MLBFS may without notice terminate its obligation to extend any
credit  to  or  for  the benefit of Customer (it being understood, however, that
upon  the  occurrence  of  any  Bankruptcy  Event  all  such  obligations  shall
automatically  terminate  without  any  action  on  the  part  of  MLBFS).

(ii)  ACCELERATION.  MLBFS  may  declare  the  principal of and interest and any
premium  on the Note, and all other Obligations to be forthwith due and payable,
whereupon  all  such  amounts  shall  be  immediately  due  and payable, without
presentment,  demand  for  payment,  protest  and  notice  of protest, notice of
dishonor, notice of acceleration, notice of intent to accelerate or other notice
or  formality  of  any kind, all of which are hereby expressly waived; provided,
however,  that  upon  the occurrence of any Bankruptcy Event all such principal,
interest,  premium  and  other  Obligations  shall  automatically become due and
payable  without  any  action  on  the  part  of  MLBFS.

(iii)  EXERCISE OTHER RIGHTS. MLBFS may exercise any or all of the remedies of a
secured party under applicable law and in equity, including, but not limited to,
the  UCC,  and  any  or  all  of  its  other  rights and remedies under the Loan
Documents.

(iv)  POSSESSION.  MLBFS  may  require  Customer  to make the Collateral and the
records pertaining to the Collateral available to MLBFS at a place designated by
MLBFS  which is reasonably convenient to Customer, or may take possession of the
Collateral  and  the records pertaining to the Collateral without the use of any
judicial  process  and  without  any  prior  notice  to  Customer.

(v)  SALE. MLBFS may sell any or all of the Collateral at public or private sale
upon  such terms and conditions as MLBFS may reasonably deem proper, whether for
cash,  on credit, or for future delivery, in bulk or in lots. MLBFS may purchase
any  Collateral at any such sale free of Customer's right of redemption, if any,
which  Customer expressly waives to the extent not prohibited by applicable law.
The  net  proceeds  of  any  such  public  or private sale and all other amounts
actually  collected  or  received  by MLBFS pursuant hereto, after deducting all
costs and expenses incurred at any time in the collection of the Obligations and
in the protection, collection and sale of the Collateral, will be applied to the
payment  of  the  Obligations,  with  any remaining proceeds paid to Customer or
whoever  else  may  be  entitled  thereto,  and with Customer and each Guarantor
remaining  jointly  and  severally  liable for any amount remaining unpaid after
such  application.

(vi) DELIVERY OF CASH, CHECKS, ETC. MLBFS may require Customer to forthwith upon
receipt,  transmit  and deliver to MLBFS in the form received, all cash, checks,
drafts  and other instruments for the payment of money (properly endorsed, where
required, so that such items may be collected by MLBFS) which may be received by
Customer  at  any time in full or partial payment of any Collateral, and require
that  Customer not commingle any such items which may be so received by Customer
with any other of its funds or property but instead hold them separate and apart
and  in  trust  for  MLBFS  until  delivery  is  made  to  MLBFS.

(vii)  NOTIFICATION OF ACCOUNT DEBTORS. MLBFS may notify any account debtor that
its  Account or Chattel Paper has been assigned to MLBFS and direct such account
debtor to make payment directly to MLBFS of all amounts due or becoming due with
respect  to  such  Account  or  Chattel Paper; and MLBFS may enforce payment and
collect,  by  legal  proceedings  or  otherwise,  such Account or Chattel Paper.

(viii)  CONTROL  OF  COLLATERAL.  MLBFS may otherwise take control in any lawful
manner of any cash or non-cash items of payment or proceeds of Collateral and of
any  rejected, returned, stopped in transit or repossessed goods included in the
Collateral  and endorse Customer's name on any item of payment on or proceeds of
the  Collateral.

(b)  SET-OFF.  MLBFS shall have the further right upon the occurrence and during
the  continuance of an Event of Default to set-off, appropriate and apply toward
payment  of  any  of  the Obligations, in such order of application as MLBFS may
from  time  to time and at any time elect, any cash, credit, deposits, accounts,
financial  assets,  investment  property,  securities  and any other property of
Customer  which  is  in  transit  to or in the possession, custody or control of
MLBFS,  MLPF&S  or  any agent, bailee, or affiliate of MLBFS or MLPF&S. Customer
hereby  collaterally  assigns and grants to MLBFS a continuing security interest
in  all  such  property  as  Collateral  and  as  additional  security  for  the
Obligations.  Upon  the  occurrence  and  during  the continuance of an Event of
Default,  MLBFS  shall  have all rights in such property available to collateral
assignees  and  secured  parties  under  all applicable laws, including, without
limitation,  the  UCC.
(c)  POWER OF ATTORNEY. Effective upon the occurrence and during the continuance
of  an  Event  of  Default,  Customer  hereby  irrevocably appoints MLBFS as its
attorney-in-fact, with full power of substitution, in its place and stead and in
its name or in the name of MLBFS, to from time to time in MLBFS' sole discretion
take  any action and to execute any instrument which MLBFS may deem necessary or
advisable  to  accomplish the purposes of this Loan Agreement and the other Loan
Documents,  including,  but  not limited to, to receive, endorse and collect all
checks,  drafts  and  other instruments for the payment of money made payable to
Customer  included in the Collateral. The powers of attorney granted to MLBFS in
this  Loan  Agreement are coupled with an interest and are irrevocable until the
Obligations  have  been  indefeasibly  paid  in full and fully satisfied and all
obligations  of  MLBFS  under  this  Loan  Agreement  have  been  terminated.

(d)  REMEDIES  ARE  SEVERABLE  AND  CUMULATIVE. All rights and remedies of MLBFS
herein  are  severable  and  cumulative  and in addition to all other rights and
remedies  available  in the Note, the other Loan Documents, at law or in equity,
and  any one or more of such rights and remedies may be exercised simultaneously
or  successively.

(e) NO MARSHALLING.  MLBFS shall be under no duty or obligation to (i) preserve,
protect  or  marshall the Collateral; (ii) preserve or protect the rights of any
Credit  Party  or any other Person claiming an interest in the Collateral; (iii)
realize  upon  the  Collateral  in  any  particular  order  or manner, (iv) seek
repayment  of  any  Obligations  from  any particular source; (v) proceed or not
proceed  against any Credit Party pursuant to any guaranty or security agreement
or  against  any  Credit  Party  under  the Loan Documents, with or without also
realizing  on the Collateral; (vi) permit any substitution or exchange of all or
any part of the Collateral; or (vii) release any part of the Collateral from the
Loan  Agreement  or  any  of  the  other  Loan  Documents,  whether  or not such
substitution  or  release  would  leave  MLBFS  adequately  secured.

(f)  NOTICES. To the fullest extent permitted by applicable law, Customer hereby
irrevocably  waives  and  releases MLBFS of and from any and all liabilities and
penalties for failure of MLBFS to comply with any statutory or other requirement
imposed  upon MLBFS relating to notices of sale, holding of sale or reporting of
any sale, and Customer waives all rights of redemption or reinstatement from any
such  sale.  Any  notices  required under applicable law shall be reasonably and
properly  given  to  Customer  if given by any of the methods provided herein at
least  5  Business  Days  prior  to taking action. MLBFS shall have the right to
postpone  or  adjourn  any  sale  or other disposition of Collateral at any time
without  giving  notice  of  any  such postponed or adjourned date. In the event
MLBFS seeks to take possession of any or all of the Collateral by court process,
Customer  further  irrevocably waives to the fullest extent permitted by law any
bonds and any surety or security relating thereto required by any statute, court
rule  or  otherwise  as  an  incident  to  such  possession,  and any demand for
possession  prior  to  the  commencement  of  any  suit  or  action.

3.7  MISCELLANEOUS

(a)     NON-WAIVER.  No  failure or delay on the part of MLBFS in exercising any
right,  power  or remedy pursuant to this Loan Agreement, the Note or any of the
other Loan Documents shall operate as a waiver thereof, and no single or partial
exercise  of any such right, power or remedy shall preclude any other or further
exercise  thereof,  or the exercise of any other right, power or remedy. Neither
any waiver of any provision of this Loan Agreement, the Note or any of the other
Loan Documents, nor any consent to any departure by Customer therefrom, shall be
effective unless the same shall be in writing and signed by MLBFS. Any waiver of
any  provision  of  this  Loan  Agreement,  the  Note  or  any of the other Loan
Documents  and  any  consent to any departure by Customer from the terms of this
Loan  Agreement,  the Note or any of the other Loan Documents shall be effective
only  in  the  specific  instance  and for the specific purpose for which given.
Except  as  otherwise  expressly  provided  herein,  no  notice  to or demand on
Customer  shall  in  any case entitle Customer to any other or further notice or
demand  in  similar  or  other  circumstances.
(b)     DISCLOSURE. Customer hereby irrevocably authorizes MLBFS and each of its
affiliates, including without limitation MLPF&S, to at any time (whether or not
an Event of Default shall have occurred) obtain from and disclose to each other,
and to any third party in connection with Section 3.7 (h) herein, any and all
financial and other information about Customer. Customer further irrevocably
authorizes MLBFS to contact, investigate, inquire and obtain consumer reports,
references and other information on Customer from consumer reporting agencies
and other credit reporting services, former or current creditors, and other
persons and sources (including, without limitation, any Affiliate of MLBFS) and
to provide to any references, consumer reporting agencies, credit reporting
services, creditors and other persons and sources (including, without
limitation, Affiliates of MLBFS) all financial, credit and other information
obtained by MLBFS relating to the Customer.
(c)     COMMUNICATIONS. Delivery of an agreement, instrument or other document
may, at the discretion of MLBFS, be by electronic transmission. Except as
required by law or otherwise provided herein or in a writing executed by the
party to be bound, all notices demands, requests, accountings, listings,
statements, advices or other communications to be given under the Loan Documents
shall be in writing, and shall be served either personally, by deposit with a
reputable overnight courier with charges prepaid, or by deposit in the United
States mail by certified mail return receipt required. Notices may be addressed
to Customer as set forth at its address shown in the preamble hereto, or to any
office to which billing or account statements are sent; to MLBFS at its address
shown in the preamble hereto, or at such other address designated in writing by
MLBFS. Any such communication shall be deemed to have been given upon, in the
case of personal delivery the date of delivery, one Business Day after deposit
with an overnight courier, two (2) Business Days after deposit in the United
States by certified mail (return receipt required), or receipt of electronic
transmission (which shall be presumed to be three hours after the time of
transmission unless an error message is received by the sender), except that any
notice of change of address shall not be effective until actually received.
(d)     FEES, EXPENSES AND TAXES. Customer shall upon demand pay or reimburse
MLBFS for: (i) all UCC, real property or other filing, recording and search fees
and expenses incurred by MLBFS in connection with the verification, perfection
or preservation of MLBFS' rights hereunder or in any Collateral or any other
collateral for the Obligations; (ii) any and all stamp, transfer, mortgage,
intangible, document, filing, recording and other taxes and fees payable or
determined to be payable in connection with the borrowings hereunder or the
execution, delivery, filing and/or recording of the Loan Documents and any other
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith; and (iii) all fees and out-of-pocket
expenses (including attorneys' fees and legal expenses) incurred by MLBFS in
connection with the preparation, execution, administration, collection,
enforcement, protection, waiver or amendment of this Loan Agreement, or under
any of the other Loan Documents and such other instruments or documents, and the
rights and remedies of MLBFS thereunder and all other matters in connection
therewith. The obligations of Customer under this paragraph shall survive the
expiration or termination of this Loan Agreement and the discharge of the other
Obligations.
(e)     RIGHT TO PERFORM OBLIGATIONS. If Customer shall fail to do any act or
thing which it has covenanted to do under this Loan Agreement or any of the Loan
Documents, or any representation or warranty on the part of Customer contained
in this Loan Agreement or any of the Loan Documents shall be breached, MLBFS
may, in its sole discretion, after 5 Business Days written notice is sent to
Customer (or such lesser notice, including no notice, as is reasonable under the
circumstances), do the same or cause it to be done or remedy any such breach,
and may expend its funds for such purpose. Any and all reasonable amounts so
expended by MLBFS shall be repayable to MLBFS by Customer upon demand, with
interest at the "Interest Rate" (as that item is defined in the Note) during the
period from and including the date funds are so expended by MLBFS to the date of
repayment, and all such amounts shall be additional Obligations. The payment or
performance by MLBFS of any of Customer's obligations hereunder shall not
relieve Customer of said obligations or of the consequences of having failed to
pay or perform the same, and shall not waive or be deemed a cure of any Default.
(f)     LATE CHARGE. Any payment required to be made by Customer pursuant to
this Loan Agreement or any of the Loan Documents not paid within ten (10) days
of the applicable due date shall be subject to a late charge in an amount equal
to the lesser of: (i) 5% of the overdue amount, or (ii) the maximum amount
permitted by applicable law. Such late charge shall be payable on demand.
(g)     FURTHER ASSURANCES. Customer agrees to do such further acts and things
and to execute and deliver to MLBFS such additional agreements, instruments and
documents as MLBFS may reasonably require or deem advisable to effectuate the
purposes of this Loan Agreement, the Note or any of the other Loan Documents, or
to establish, perfect and maintain MLBFS' security interests and liens upon the
Collateral, including, but not limited to: (i) executing financing statements or
amendments thereto when and as reasonably requested by MLBFS; and (ii) if in the
reasonable judgment of MLBFS it is required by local law, causing the owners
and/or mortgagees of the real property on which any Collateral may be located to
execute and deliver to MLBFS waivers or subordinations reasonably satisfactory
to MLBFS with respect to any rights in such Collateral.
(h)     BINDING EFFECT. This Loan Agreement, the Note and the other Loan
Documents shall be binding upon, and shall inure to the benefit of MLBFS,
Customer and their respective successors and assigns. MLBFS reserves the right,
at any time while the Obligations remain outstanding, to sell, assign, syndicate
or otherwise transfer or dispose of any or all of MLBFS' rights and interests
under the Loan Documents.  MLBFS also reserves the right at any time to pool the
Loan with one or more other loans originated by MLBFS or any other Person, and
to securitize or offer interests in such pool on whatever terms and conditions
MLBFS shall determine.  Customer consents to MLBFS releasing financial and other
information regarding Credit Parties, the Collateral and the Loan in connection
with any such sale, pooling, securitization or other offering. Customer shall
not assign any of its rights or delegate any of its obligations under this Loan
Agreement, the Note or any of the other Loan Documents without the prior written
consent of MLBFS. Unless otherwise expressly agreed to in a writing signed by
MLBFS, no such consent shall in any event relieve Customer of any of its
obligations under this Loan Agreement, the Note or any of the other Loan
Documents.
(i)     INTERPRETATION; CONSTRUCTION. (i) Captions and section and paragraph
headings in this Loan Agreement are inserted only as a matter of convenience,
and shall not affect the interpretation hereof; (ii) no provision of this Loan
Agreement shall be construed against a particular Person or in favor of another
Person merely because of which Person (or its representative) drafted or
supplied the wording for such provision; and (iii) where the context requires:
(a) use of the singular or plural incorporates the other, and (b) pronouns and
modifiers in the masculine, feminine or neuter gender shall be deemed to refer
to or include the other genders.
(j)     GOVERNING LAW. This Loan Agreement, the Note and, unless otherwise
expressly provided therein, each of the other Loan Documents, shall be governed
in all respects by the laws of the State of Illinois, not including its conflict
of law provisions.
(k)     SEVERABILITY OF PROVISIONS. Whenever possible, each provision of this
Loan Agreement, the Note and the other Loan Documents shall be interpreted in
such manner as to be effective and valid under applicable law. Any provision of
this Loan Agreement, the Note or any of the other Loan Documents which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Loan Agreement, the Note
and the other Loan Documents or affecting the validity or enforceability of such
provision in any other jurisdiction.
(l)     TERM. This Loan Agreement shall become effective when accepted by MLBFS
at its office in Chicago, Illinois, and subject to the terms hereof, shall
continue in effect so long thereafter as there shall be any moneys owing
hereunder or under the Note, or there shall be any other Obligations
outstanding. Customer hereby waives notice of acceptance of this Loan Agreement
by MLBFS.
(m)     EXHIBITS. The exhibits to this Loan Agreement are hereby incorporated
and made a part hereof and are an integ-ral part of this Loan Agreement.
(n)     COUNTERPARTS.  This  Loan  Agreement  may  be  executed  in  one or more
counterparts  which, when taken together, constitute one and the same agreement.
(o)     JURISDICTION;  WAIVER. CUSTOMER ACKNOWLEDGES THAT THIS LOAN AGREEMENT IS
BEING  ACCEPTED BY MLBFS IN PARTIAL CONSIDERATION OF MLBFS' RIGHT AND OPTION, IN
ITS  SOLE  DISCRETION,  TO  ENFORCE  THE  LOAN  DOCUMENTS IN EITHER THE STATE OF
ILLINOIS  OR  IN  ANY OTHER JURISDICTION WHERE CUSTOMER OR ANY COLLATERAL MAY BE
LOCATED.  CUSTOMER  IRREVOCABLY  SUBMITS  ITSELF TO JURISDICTION IN THE STATE OF
ILLINOIS  AND VENUE IN ANY STATE OR FEDERAL COURT IN THE COUNTY OF COOK FOR SUCH
PURPOSES,  AND  CUSTOMER  WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION
AND  VENUE  AND  THE  CONVENIENCE  OF  ANY SUCH FORUM, AND ANY AND ALL RIGHTS TO
REMOVE  SUCH  ACTION  FROM  STATE  TO FEDERAL COURT. CUSTOMER FURTHER WAIVES ANY
RIGHTS  TO  COMMENCE  ANY ACTION AGAINST MLBFS IN ANY JURISDICTION EXCEPT IN THE
COUNTY  OF  COOK AND STATE OF ILLINOIS. CUSTOMER AGREES THAT ALL SUCH SERVICE OF
PROCESS  SHALL BE MADE BY MAIL OR MESSENGER DIRECTED TO IT IN THE SAME MANNER AS
PROVIDED FOR NOTICES TO CUSTOMER IN THIS LOAN AGREEMENT AND THAT SERVICE SO MADE
SHALL  BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3)
DAYS  AFTER  THE  SAME  SHALL  HAVE BEEN POSTED TO CUSTOMER OR CUSTOMER'S AGENT.
NOTHING  CONTAINED HEREIN SHALL AFFECT THE RIGHT OF MLBFS TO SERVE LEGAL PROCESS
IN  ANY  OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF MLBFS TO BRING ANY
ACTION OR PROCEEDING AGAINST CUSTOMER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.  CUSTOMER  WAIVES,  TO  THE  EXTENT  PERMITTED BY LAW, ANY BOND OR
SURETY  OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
OF  MLBFS.  CUSTOMER  FURTHER  WAIVES  THE  RIGHT  TO  BRING  ANY NON-COMPULSORY
COUNTERCLAIMS.
(p)     JURY WAIVER. MLBFS AND CUSTOMER HEREBY EACH EXPRESSLY WAIVE ANY AND ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
EITHER OF THE PARTIES AGAINST THE OTHER PARTY WITH RESPECT TO ANY MATTER
RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN, THE
OBLIGATIONS, THIS LOAN AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS AND/OR ANY OF
THE TRANSACTIONS WHICH ARE THE SUBJECT MATTER OF THIS LOAN AGREEMENT.
(q)     INTEGRATION.  THIS  LOAN  AGREEMENT,  TOGETHER  WITH  THE  OTHER  LOAN
DOCUMENTS,  CONSTITUTES  THE  ENTIRE  UNDERSTANDING  AND REPRESENTS THE FULL AND
FINAL  AGREEMENT  BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND  MAY  NOT  BE CONTRADICTED BY EVIDENCE OF PRIOR WRITTEN AGREEMENTS OR PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF  THE PARTIES. THERE ARE NO
UNWRITTEN  ORAL  AGREEMENTS  OF  THE  PARTIES.  WITHOUT  LIMITING THE FOREGOING,
CUSTOMER  ACKNOWLEDGES THAT: (I) NO PROMISE OR COMMITMENT HAS BEEN MADE TO IT BY
MLBFS, MLPF&S OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES TO
MAKE  ANY LOAN ON ANY TERMS OTHER THAN AS EXPRESSLY SET FORTH HEREIN, OR TO MAKE
ANY  OTHER  LOAN  OR  OTHERWISE EXTEND ANY OTHER CREDIT TO CUSTOMER OR ANY OTHER
PARTY;  AND  (II)  EXCEPT  AS  OTHERWISE  EXPRESSLY  PROVIDED  HEREIN, THIS LOAN
AGREEMENT  SUPERSEDES  AND REPLACES ANY AND ALL PROPOSALS, LETTERS OF INTENT AND
APPROVAL  AND  COMMITMENT LETTERS FROM MLBFS TO CUSTOMER, NONE OF WHICH SHALL BE
CONSIDERED  A  LOAN  DOCUMENT.  NO  AMENDMENT OR MODIFICATION OF ANY OF THE LOAN
DOCUMENTS  TO  WHICH  CUSTOMER IS A PARTY SHALL BE EFFECTIVE UNLESS IN A WRITING
SIGNED  BY  BOTH  MLBFS  AND  CUSTOMER.
(r)     SURVIVAL.  All representations, warranties, agreements and covenants
contained in the Loan Documents shall survive the signing and delivery of the
Loan Documents, and all of the waivers made and indemnification obligations
undertaken by Customer shall survive the termination, discharge or cancellation
of the Loan Documents.
(s)     CUSTOMER'S  ACKNOWLEDGMENTS.  The  Customer  acknowledges  that  the
Customer:  (i)  has had ample opportunity to consult with counsel and such other
parties  as deemed advisable prior to signing and delivering this Loan Agreement
and  the  other  Loan  Documents;  (ii)  understands the provisions of this Loan
Agreement and the other Loan Documents, including all waivers contained therein;
and  (iii)  signs  and delivers this Loan Agreement and the other Loan Documents
freely  and  voluntarily,  without  duress  or  coercion.
THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE EXECUTED UNDER SEAL AND ARE
INTENDED  TO  TAKE  EFFECT  AS  SEALED  INSTRUMENTS.
IN WITNESS WHEREOF, this Loan Agreement has been executed as of the day and year
first  above  written.

ORBIT INTERNATIONAL CORP.


By:
     Signature (1)     Signature (2)


     Printed Name     Printed Name


     Title     Title


Accepted at Chicago, Illinois:
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.


By:




<PAGE>


                                    EXHIBIT A
ATTACHED  TO AND HEREBY MADE A PART OF TERM LOAN AND SECURITY AGREEMENT DATED AS
OF  DECEMBER 19, 2007 BETWEEN MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. AND
ORBIT  INTERNATIONAL  CORP.


ADDITIONAL LOCATIONS OF TANGIBLE COLLATERAL:



<PAGE>




                               [GRAPHIC OMITED]



                               [GRAPHIC OMITED]


$4,500,000.00     December 19, 2007

                           COLLATERAL INSTALLMENT NOTE

FOR  VALUE  RECEIVED,  ORBIT  INTERNATIONAL  CORP.,  a corporation organized and
existing under the laws of the State of Delaware ("Customer") hereby promises to
pay  to  the  order  of  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.,  a
corporation  organized  and  existing  under  the  laws of the State of Delaware
("MLBFS"),  in  lawful  money  of  the  United States, the principal sum of Four
Million  Five Hundred Thousand And 00/100 Dollars ($4,500,000.00), or if more or
less,  the  aggregate  amount advanced by MLBFS to Customer pursuant to the Loan
Agreement  (the  "Loan Amount"); together with interest on the unpaid balance of
the  Loan  Amount, from the Closing Date until payment, at the Interest Rate, as
follows:

1.  DEFINITIONS.

(a)  In  addition  to  terms defined elsewhere in this Note, as used herein, the
following  terms  shall  have  the  following  meanings:

(i)     "Closing  Date"  shall  mean the date of advancement of funds hereunder.
(ii)     "Excess  Interest" shall mean any amount or rate of interest (including
the  Default  Rate  and,  to  the  extent  that they may be deemed to constitute
interest, any prepayment fees, late charges and other fees and charges) payable,
charged  or  received in connection with any of the Loan Documents which exceeds
the  maximum  amount  or  rate  of  interest  permitted  under  applicable  law.
(iii)     "Interest Rate" shall mean a variable per annum rate of interest equal
to  the  sum  of  the  Applicable  Margin, plus the One-Month LIBOR.  "One-Month
LIBOR"  shall  mean, as of the date of any determination, the interest rate then
most  recently published in the "Money Rates" section of The Wall Street Journal
as the one-month London Interbank Offered Rate (or if more than one such rate is
published,  the highest of such rates).  The Interest Rate will change as of the
date  of  publication  in  The  Wall Street Journal of a One-Month LIBOR that is
different  from that published on the preceding Business Day.  In the event that
The  Wall  Street  Journal  shall,  for any reason, fail or cease to publish the
One-Month  LIBOR,  MLBFS  will choose a reasonably comparable index or source to
use  as  the  basis  for  the  Interest  Rate.
(iv)     "Loan  Agreement"  shall  mean  that  certain  TERM  LOAN  AND SECURITY
AGREEMENT  dated  as  of the date hereof between Customer and MLBFS, as the same
may  have  been  or  may  hereafter  be  amended  or  supplemented.
(v)      "Note"  shall  mean  this  COLLATERAL  INSTALLMENT  NOTE.
(b)  Capitalized terms used herein and not defined herein shall have the meaning
set forth in the Loan Agreement. Without limiting the foregoing, the terms "Loan
Documents",  "Bankruptcy Event" and "Event of Default" shall have the respective
meanings  set  forth  in  the  Loan  Agreement.
2.  PAYMENT AND OTHER TERMS. Customer shall pay the indebtedness under this Note
on  December 31, 2007 provided that if the Escrow Conditions have been met prior
to  or  on  December  31,  2007  then  Customer shall pay the indebtedness in 60
consecutive  monthly  installments  commencing  on  the  first day of the second
calendar  month  following  the  Closing Date and continuing on the first day of
each  calendar month thereafter until this Note shall be paid in full. The first
59  such installments shall each be in an amount equal to the sum of (i) accrued
interest,  and  (ii)  1/84th of the Loan Amount (with the first such installment
including  interest  accrued from the date of funding), and the 60th installment
shall  be  a  balloon  in  an  amount  equal  to the sum of all accrued interest
hereunder,  the  then  unpaid  principal  balance hereof and all other sums then
payable  hereunder.

Each  payment received hereunder shall be applied first to any fees and expenses
of  MLBFS  payable by Customer under the terms of the Loan Agreement (including,
without  limitation,  late  charges),  next  to accrued interest at the Interest
Rate,  with the balance applied on account of the unpaid principal hereof, or in
such  other  manner  as the holder hereof may hereinafter determine from time to
time  for  the  allocation  of  such payments thereof. Any part of the principal
hereof  or  interest  hereon  or  other sums payable hereunder or under the Loan
Agreement  not  paid  within  ten  (10) days of the applicable due date shall be
subject to a late charge equal to the lesser of (i) 5% of the overdue amount, or
(ii) the maximum amount permitted by law. All interest shall accrue daily on the
outstanding  balance  and be computed on the basis of actual days elapsed over a
360-day  year.  All  sums payable hereunder shall be payable at 2356 Collections
Center  Drive,  Chicago, Illinois 60693, or at such other place or places as the
holder  hereof  may  from  time  to  time  appoint  in  writing.

Customer may prepay this Note at any time in whole or in part without premium or
penalty.  Any  partial  prepayment  shall be applied to installments of the Loan
Amount  in  inverse  order  of  maturity.

This  Note is the Collateral Installment Note referred to in, and is entitled to
all  of  the  benefits of the Loan Agreement and any Loan Documents. If Customer
shall  fail  to pay when due any installment or other sum due hereunder, and any
such  failure  shall continue for more than five (5) Business Days after written
notice thereof shall have been given by the holder hereof to Customer, or if any
other Event of Default shall have occurred and be continuing, then at the option
of  the  holder  hereof  (or,  upon  the  occurrence  of  any  Bankruptcy Event,
automatically,  without  any  action  on  the part of the holder hereof), and in
addition  to  all  other  rights and remedies available to such holder under the
Loan  Agreement,  any  Loan  Documents, and otherwise, the entire Loan Amount at
such time remaining unpaid, together with accrued interest thereon and all other
sums  then owing by Customer under the Loan Agreement, may be declared to be and
thereby  become  immediately  due  and  payable.

It  is  expressly  understood,  however,  that  nothing  contained  in  the Loan
Agreement,  any other agreement, instrument or document executed by Customer, or
otherwise,  shall  affect  or  impair  the  right,  which  is  unconditional and
absolute,  of  the  holder  hereof to enforce payment of all sums due under this
Note at or after maturity, whether by acceleration or otherwise, or shall affect
the obligation of Customer, which is also unconditional and absolute, to pay the
sums  payable  under this Note in accordance with its terms. Except as otherwise
expressly  set  forth  herein  or  in the Loan Agreement, Customer hereby waives
presentment,  demand  for  payment,  protest  and  notice  of protest, notice of
dishonor,  notice  of acceleration, notice of intent to accelerate and all other
notices  and  formalities  in  connection  with  this  Note.

Wherever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Note. Notwithstanding any provision to the contrary in this Note, the Loan
Agreement or any of the Loan Documents, no provision of this Note, the Loan
Agreement or any of the Loan Documents shall require the payment or permit the
collection of Excess Interest. If any Excess Interest is provided for, or is
adjudicated as being provided for, in this Note, the Loan Agreement or any of
the Loan Documents, then: (a) Customer shall not be obligated to pay any Excess
Interest; and (b) any Excess Interest that MLBFS may have received under any of
the Loan Documents shall, at the option of MLBFS, either be applied as a credit
against the then unpaid principal balance of this Note, or accrued interest
hereon (not to exceed the maximum amount permitted by law), or refunded to the
Customer.

Upon  the  occurrence  and  during  the  continuance of any Default, but without
limiting  the  rights  and  remedies  otherwise  available to MLBFS hereunder or
waiving  such  Default,  the interest payable by Customer hereunder shall at the
option  of  MLBFS  accrue  and be payable at the Default Rate. The Default Rate,
once  implemented,  shall  continue to apply to the Obligations under this Note,
the Loan Agreement or any of the Loan Documents and be payable by Customer until
the  date MLBFS gives written notice (which shall not be unreasonably delayed or
withheld)  that  such  Default  has  been  cured  to  the satisfaction of MLBFS.

This  Note  shall  be  construed  in  accordance  with  the laws of the State of
Illinois  and  may be enforced by the holder hereof in any jurisdiction in which
the  Loan  Agreement  may  be  enforced.

IN  WITNESS  WHEREOF,  this Note has been executed by Customer as of the day and
year  first  above  written.

ORBIT INTERNATIONAL CORP.


By:
     Signature (1)     Signature (2)


     Printed Name     Printed Name


     Title     Title