EXHIBIT 10.1

                                   MERRILL LYNCH COMMERCIAL FINANCE CORP.
                                   222 North LaSalle Street
                                   17th Floor
                                   Chicago, Illinois 60601
[GRAPHIC OMITTED]
MERRILL LYNCH
                                   Anne Easter
                                   TEL: (312) 499-3044


                                   August 17,2009

Orbit  International  Corp
80  Cabot  Court
Hauppauge, NY  11788

 Re:  Limited  Covenant  Waiver  and  Amendment  to  Loan  Documents

Dear  Gentlemen:

This amendment and limited waiver (the "Amendment") is dated August 17, 2009, by
                                        ---------
and  among  MERRILL  LYNCH  COMMERCIAL  FINANCE  CORP.  ("MLCFC")  and  ORBIT
                                                          -----
INTERNATIONAL  CORP.  ("Customer")  and will serve to confirm certain agreements
                        --------
with  respect  to  the  following  documents:


(i) WCMA LOAN AND SECURITY AGREEMENT NO. 885-07587 dated January 28, 2003 by and
between  MLCFC  and  Customer,  as  thereafter  supplemented, modified, renewed,
extended  and/or  amended  (the  "  WCMA  Loan  Agreement");
                                    ---------------------



(ii)  TERM  LOAN AND SECURITY AGREEMENT dated April 4, 2005 by and between MLCFC
and  Customer,  as  thereafter  supplemented, modified, renewed, extended and/or
amended  (the  "Term  Loan  Agreement  A");
                ------------------------



(iii)  TERM  LOAN AND SECURITY AGREEMENT dated June 5, 2007 by and between MLCFC
and  Customer,  as  thereafter  supplemented, modified, renewed, extended and/or
amended  (the  "Term  Loan  Agreement  B");
                ------------------------



(iv)  TERM  LOAN  AND  SECURITY AGREEMENT dated December 19, 2007 by and between
MLCFC  and  Customer,  as  thereafter  supplemented, modified, renewed, extended
and/or  amended  (the  "Term  Loan  Agreement  C");
                        ------------------------



(v)  UNCONDITIONAL  GUARANTIES  (the  "Guaranties")  dated December 31, 2007 and
                                       ----------
given  to MLBFS by Integrated Consulting Services, Inc. and those dated April 4,
2005  and  June  5,  2007  and  given  to  MLCFC  in  both  cases by each of TDL
Manufacturing,  Inc.,  Tulip  Development  Laboratory, Inc., Orbit Instrument of
California,  Inc.  and  Behlman  Electronics,  Inc, (collectively, the "Business
                                                                        --------
Guarantors");  and
----------



(vi)  all other agreements between MLCFC and Customer, or any other party who at
any time has guaranteed or provided collateral, or will hereinafter guarantee or
provide  collateral, for Customer's obligations to MLCFC in connection therewith
(the  "Additional  Agreements")
       ----------------------


For  purposes  of  this  Amendment,  (i)  Customer  and  Business Guarantors are
collectively  referred  to as the "Obligors", (ii) the WCMA Loan Agreement, Term
                                   --------
Loan  Agreement  A,  Term  Loan  Agreement  B  and  Term  Loan  Agreement C, the
Guaranties,  and  the  Additional Agreements are collectively referred to as the
"Loan  Documents".
 ---------------

Capitalized terms used herein and not defined herein shall have the same meaning
as  set  forth  in  the  Loan  Documents.

I.  LIMITED  WAIVER  OF  EXISTING  FINANCIAL  AND  OTHER  COVENANTS.  Obligors
    ---------------------------------------------------------------
acknowledge  that  for  the period ending June 30, 2009 they are in violation of
the  following  covenants  under  the  Loan  Documents  ("Identified Defaults"):
                                                          -------------------


      FIXED  CHARGE  COVERAGE  RATIO

      TOTAL  FUNDED  DEBT  TO  EBITDA


Obligors  have requested, and, subject to the terms and conditions hereof, MLCFC
has  agreed to waive the default for only the period ending June 30, 2009.  This
is  a  limited  waiver.

Strict  compliance with each of these covenants shall be required going forward.
Furthermore,  nothing in this letter shall be construed as a waiver of any other
term or condition of the Loan Documents, nor shall this letter be construed as a
commitment on the part of MLCFC to waive any subsequent violation of the same or
any  other  term  or  condition set forth in the Loan Documents.  This waiver is
expressly  limited  to the covenants referenced above, for the period referenced
above.  In  all other respects and except as expressly amended hereby, the terms
and  conditions  of  the  Loan  Documents  remain  in  full  force  and  effect.

II.  AMENDMENT  OF  LOAN  DOCUMENTS.  Obligors  and  MLCFC  have  agreed  to the
     ------------------------------
following  amendments  to  the  Loan  Documents:

 A.  WCMA  LOAN  AGREEMENT.  The  WCMA Loan Agreement is amended and restated as
     ----------------------
applicable  as  follows:


     1.  Applicable  Margin.  The  definition  of  "Applicable  Margin" shall be
         ------------------
amended  as  follows:

    "Applicable  Margin  shall  mean  3.50%."


     2.  Maximum  WCMA  Line  of Credit. The definition of "Maximum WCMA Line of
         ------------------------------
Credit"  shall  be  amended  as  follows:


"Maximum  WCMA  Line  of  Credit"  shall  mean,  as of any date of determination
thereof  through  October  30,  2009,  an  amount  equal  to  the lesser of: (A)
$2,500,000.00  or  (B)  85%  of Customer's and Business Guarantors' Accounts and
Chattel  Paper,  as  shown  on its regular books and records (excluding Accounts
over 90 days past the invoice date, Accounts directly or indirectly due from any
person  or  entity  not  domiciled in the United States, Accounts arising out of
bonded  jobs, retainage or from any shareholder, officer or employee of Customer
or  any  affiliated entity, Accounts deemed as ineligible by MLCFC, and Accounts
where  the  account  debtor with respect to which is not any foreign government,
the  United  States  of  America,  any State, political subdivision, department,
agency  or instrumentality thereof, unless, if such account debtor is the United
States  of  America,  or  any department, agency or instrumentality thereof, the
Federal  Assignment of Claims Act of 1940, as amended, has been compiled with in
a manner satisfactory to MLCFC), and 50% of Customer's raw material Inventory as
shown  on  its  regular  books  and  records  up  to a maximum of $1,000,000.00.

Beginning October 31, 2009 and thereafter, the "Maximum WCMA Line of Credit"
shall mean, as of any date of determination thereof, an amount equal to the
lesser of: (A) $2,000,000.00 or (B) 85% of Customer's and Business Guarantors'
Accounts and Chattel Paper, as shown on its regular books and records (excluding
Accounts over 90 days past the invoice date, Accounts directly or indirectly due
from any person or entity not domiciled in the United States, Accounts arising
out of bonded jobs, retainage or from any shareholder, officer or employee of
Customer or any affiliated entity, Accounts deemed as ineligible by MLCFC,
 and Accounts where the account debtor with respect to which is not any foreign
government, the United States of America, any State, political subdivision,
department, agency or instrumentality thereof, unless, if such account debtor is
the United States of America, or any department, agency or instrumentality
thereof, the Federal Assignment of Claims Act of 1940, as amended, has been
compiled with in a manner satisfactory to MLCFC), and 50% of Customer's raw
material Inventory as shown on its regular books and records up to a maximum of
$1,000,000.00"

 B.  TERM  LOAN  AGREEMENT  A.  Term Loan Agreement A is amended and restated as
     -------------------------
applicable  as  follows:


     1.  Applicable  Margin.  The  definition  of  "Applicable  Margin" shall be
         ------------------
amended  as  follows:


"Applicable  Margin  shall  mean  3.50%."

C.  TERM  LOAN  AGREEMENT  B.  Term  Loan Agreement B is amended and restated as
    -------------------------
applicable  as  follows:


     1.  Applicable  Margin.  The  definition  of  "Applicable  margin" shall be
         ------------------
amended  as  follows:

"Applicable  Margin  shall  mean  3.50%."


  D.  TERM  LOAN  AGREEMENT C.  Term Loan Agreement C is amended and restated as
      ------------------------
applicable  as  follows:


1.  Applicable Margin. The definition of "Applicable Margin" shall be amended as
    -----------------
follows:


"Applicable  Margin  shall  mean  3.50%."

III.  ADDITIONAL  AGREEMENTS.
      -----------------------


1.  Covenant  Waiver Fee.  In consideration of these limited covenant waivers by
    ---------------------
MLCFC  of  the  Identified Defaults, Obligors shall pay a covenant waiver fee in
the  amount  of  Ten  Thousand Dollars 00/100 ($10,000.00) (the "Covenant Waiver
Fee").  Obligors  hereby  authorize  MLCFC to charge the WCMA Line of Credit the
Covenant  Waiver  Fee.  The  Covenant  Waiver Fee is non-refundable and shall be
deemed  fully  earned  by  MLCFC  upon  charge.



2.  Field Audit.  Obligors agree that MLCFC shall retain the services of a third
    ------------
party  firm (said third party firm(s) shall be selected by MLCFC in its sole and
absolute  discretion)  for  the  purpose of conducting a field examination/asset
based  audit.  Obligors  agree  that the field audit shall commence on a date no
later  than  September  14,  2009. Obligors understand and unconditionally agree
that any such field examination or audit of the Collateral shall be for the sole
benefit  of  MLCFC.  Furthermore,  the  Obligors  agree  and understand that the
Obligors  shall  be  solely  responsible  for  the cost of conducting said field
examination/asset  based  audit  Collateral  (the "Audit Expense"). The Obligors
agree  that  MLCFC  (and/or  its authorized representatives) shall be given full
access  to  the  Customer's  properties  (both  real  and personal), operations,
Location(s)  of  Tangible  Collateral.



3.  Termination  of  WCMA Line of Credit No. 885-02776.  Obligors agree that the
    ---------------------------------------------------
WCMA loans made by MLCFC to Integrated Consulting Services, Inc. pursuant to the
WCMA  Loan  and  Security  Agreement No. 885-02776 dated as of December 31, 2007
between  Integrated  Consulting Services, Inc. and MLCFC shall be repaid and the
WCMA  Line  of  Credit  terminated.  The  Unconditional  Guaranty  and  Security
Agreement  dated  as  of  December  31,  2007  provided by Integrated Consulting
Services,  Inc.  to  MLCFC  will  remain  in  full  force  and  effect.



Except  as  expressly  amended hereby, the Loan Documents shall continue in full
force  and effect upon all of their terms and conditions.  Customer and Business
Guarantor hereby confirm that (a) each of the warranties of Customer in the Loan
Documents  are true and correct as of the date hereof and shall be deemed remade
as  of  the  date  hereof  and  on  the effective date; (b) neither Customer nor
Business Guarantors have any claim against MLCFC arising out of or in connection
with  the  Loan  Documents  or  any  other matter whatsoever; and do each hereby
release  and  forever  discharge  MLCFC and their parents, and affiliates of and
from  any  and all causes of action, claims, or demands whatsoever, in law or in
equity  arising  from  the  conduct  of  MLCFC.

By their execution of this Letter Amendment, the below-named Business Guarantors
do  hereby  consent  to the foregoing amendment to the Loan Documents, and agree
that  the  obligations  under  the  Guaranties  shall  extend to and include the
Obligations  of  Customer  under  the  Loan  Documents,  as  amended  hereby.

In  consideration  for  MLCFC  waiving  the Identified Defaults, Customer hereby
certifies to MLCFC that no Event of Default, or event (other than the Identified
Defaults)  which  with  the  giving  of  notice, passage of time, or both, would
constitute  an  Event  of  Default,  has  occurred  or is continuing and that no
material  adverse change in the financial condition of Customer or each Business
Guarantor  has  occurred  or  is  continuing  (other  than what will be publicly
disclosed  by  Customer  in  its Form 10-Q for the period ending June 30, 2009).

Customer  and Business Guarantors hereby confirm that (a) each of the warranties
in  the  Loan Documents, are true and correct as of the date hereof and shall be
deemed  remade  as  of  the  date  hereof and on the effective date; (b) neither
Customer  nor  Business Guarantors have any claim against MLBFS or MLCFC arising
out  of or in connection with the Loan Documents or any other matter whatsoever;
and (c) neither Customer, nor any Business Guarantor, has any defense to payment
of any amounts owing, or any right of counterclaim for any reason under the Loan
Documents.

This Amendment shall become effective upon execution and delivery by Obligors of
the  executed document together, provided however, if the effective date of this
Amendment  has  not occurred within five (5) business days from the date hereof,
then  this  Amendment  will, at the sole option of MLCFC, be void and no effect.


Very  truly  yours,

MERRILL  LYNCH  COMMERCIAL  FINANCE  CORP.

By:  /s/  Anne  Easter
    -------------------
    Anne  Easter
    Vice  President


Accepted:

ORBIT  INTERNATIONAL  CORP.

By:  /s/  Dennis  Sunshine
     ---------------------

Name:  Dennis  Sunshine

Title: President, CEO


Approved:

INTEGRATED  CONSULTING  SERVICES,  INC.

By: /s/  Mitchell  Binder
    ----------------------

Printed  Name:  Mitchell  Binder

Title:  Executive  VP  and  CFO


TDL  MANUFACTURING,  INC.

By:  /s/  Mitchell  Binder
   -----------------------

Printed  Name:  Mitchell  Binder

Title:  Vice President and  CFO


TULIP  DEVELOPMENT  LABORATORY,  INC.

By: /s/  Mitchell  Binder
    ----------------------

Printed  Name:  Mitchell  Binder

Title:  Vice President and  CFO



ORBIT  INSTRUMENT  OF  CALIFORNIA,  INC.

By: /s/  Mitchell  Binder
    ----------------------

Printed  name:  Mitchell  Binder

Title:  Vice President  and  CFO


BEHLMAN  ELECTRONICS,  INC,

By: /s/  Mark  Tublisky
    -------------------

Printed  Name:  Mark  Tublisky

Title:  President






                                        MERRILL LYNCH COMMERCIAL FINANCE CORP.
                                        222 North LaSalle Street
                                        17th Floor
                                        Chicago, Illinois 60601
[GRAPHIC OMITTED]
MERRILL LYNCH
                                        Anne Easter
                                        TEL: (312) 499-3044


                                        August 17,2009

Integrated  Consulting  Services,  Inc.
163  Rochester  Drive
Louisville, KY  40214

  Re:  Limited  Waiver

Dear  Gentlemen:

This  limited  waiver  is  dated  August  17,  2009,  by and among MERRILL LYNCH
COMMERCIAL  FINANCE  CORP.  ("MLCFC")  and  INTEGRATED CONSULTING SERVICES, INC.
                              -----
("Customer")  and  will  serve to confirm certain agreements with respect to the
  --------
following  documents:


(i)  WCMA  LOAN  AND SECURITY AGREEMENT NO. 885-02776 dated December 31, 2007 by
and  between  MLCFC and Customer, as thereafter supplemented, modified, renewed,
extended  and/or  amended  (the  "  WCMA  Loan  Agreement");
                                    ---------------------



(ii)  UNCONDITIONAL  GUARANTY (the "Guaranty") dated December 31, 2007 and given
                                    ---------
to  MLCFC  by  Orbit  International  Corp.  (the  "Business  Guarantor");  and
                                                   -------------------



(ix)  all other agreements between MLCFC and Customer, or any other party who at
any time has guaranteed or provided collateral, or will hereinafter guarantee or
provide  collateral, for Customer's obligations to MLCFC in connection therewith
(the  "Additional  Agreements")
       ----------------------


For  purposes  of  this  limited waiver, (i) Customer and Business Guarantor are
collectively  referred to as the "Obligors", and (ii) the WCMA Loan and Security
Agreement,  Guaranty  and  Additional Agreements are collectively referred to as
the  "Loan  Documents".

Capitalized terms used herein and not defined herein shall have the same meaning
as set forth in the Loan Documents, and the Loan Documents are hereby amended in
all  respects  to  effectuate  such  change.


I.  LIMITED  WAIVER  OF  EXISTING  FINANCIAL  AND  OTHER  COVENANTS.  Obligors
    ---------------------------------------------------------------
acknowledge  that  for  the period ending June 30, 2009 they are in violation of
the  following  covenants  under  the  Loan  Documents  ("Identified Defaults"):
                                                          -------------------


   FIXED  CHARGE  COVERAGE  RATIO

   TOTAL  FUNDED  DEBT  TO  EBITDA


Obligors  have  requested, and subject to the terms and conditions hereof, MLCFC
has  agreed  to waive the default for only the period ending June 30, 2009. This
is  a  limited  waiver.

Strict  compliance  with  each  of these covenants, as amended by this Amendment
shall  be  required  going forward. Furthermore, nothing in this letter shall be
construed  as a waiver of any other term or condition of the Loan Documents, nor
shall this letter be construed as a commitment on the part of MLCFC to waive any
subsequent violation of the same or any other term or condition set forth in the
Loan  Documents.  This  waiver  is expressly limited to the covenants referenced
above,  for  the  period  referenced  above. In all other respects and except as
expressly  amended hereby, the terms and conditions of the Loan Documents remain
in  full  force  and  effect.

Except  as  expressly  amended hereby, the Loan Documents shall continue in full
force  and  effect upon all of their terms and conditions. Customer and Business
Guarantor hereby confirm that (a) each of the warranties of Customer in the Loan
Documents  are true and correct as of the date hereof and shall be deemed remade
as  of  the  date  hereof  and  on  the effective date; (b) neither Customer nor
Business  Guarantor have any claim against MLCFC arising out of or in connection
with  the  Loan  Documents  or  any  other matter whatsoever; and do each hereby
release  and  forever  discharge  MLCFC and their parents, and affiliates of and
from  any  and all causes of action, claims, or demands whatsoever, in law or in
equity  arising  from  the  conduct  of  MLCFC.

In  consideration  for  MLCFC  waiving  the Identified Defaults, Customer hereby
certifies  to  MLCFC  that  no  Event  of  Default  (other  than  the Identified
Defaults),  or  event which with the giving of notice, passage of time, or both,
would  constitute an Event of Default, has occurred or is continuing and that no
material  adverse  change  in  the  financial  condition of Customer or Business
Guarantor  has  occurred  or  is  continuing  (other  than what will be publicly
disclosed  by  Business  Guarantor in their Form 10-Q for the period ending June
30,  2009).

Customer  and  Business Guarantor hereby confirm that (a) each of the warranties
in  the  Loan  Documents are true and correct as of the date hereof and shall be
deemed  remade  as  of  the  date  hereof and on the effective date; (b) neither
Customer  nor  Business Guarantor have any claim against MLCFC arising out of or
in  connection  with  the Loan Documents or any other matter whatsoever; and (c)
neither  Customer,  nor  Business  Guarantor,  has any defense to payment of any
amounts  owing,  or  any  right  of  counterclaim  for any reason under the Loan
Documents.


Very  truly  yours,

MERRILL  LYNCH  COMMERCIAL  FINANCE  CORP.



By:  /s/  Anne  Easter
     ------------------
    Anne  Easter
    Vice  President


Accepted:

INTEGRATED  CONSULTING  SERVICES,  INC.

By:  /s/  Mitchell  Binder
     ----------------------

Name:  Mitchell  Binder

Title:  Executive  VP  and  CFO








Approved:


ORBIT  INTERNATIONAL  CORP.

By:  /s/  Dennis  Sunshine
     -----------------------

Printed  Name:  Dennis  Sunshine

Title:  President,CEO