EXHIBIT 4.1(a)



          ORBIT INTERNATIONAL CORP. 2006 EMPLOYEE STOCK INCENTIVE PLAN
       (Approved and adopted by the Board of Directors on April 18, 2006)

                              STATEMENT OF PURPOSE

     The  Orbit  International  Corp.  2006  Employee  Stock  Incentive  Plan is
intended  to  afford an incentive to employees, corporate officers and other key
persons  employed  or retained by ORBIT INTERNATIONAL CORP. and its Subsidiaries
and  affiliates  to  acquire a proprietary interest in the Company and to enable
the  Company  and  its  Subsidiaries  and  affiliates to attract and retain such
persons.

                         DEFINITIONS

For  purposes  of  the Plan, the following terms are defined as set forth below:

a.  "10%  Holder"  shall mean any person who, for purposes of Section 422 of the
Code  owns  more  than  10% of the total combined voting power of all classes of
stock  of  the  employer  corporation  or  of  any  Subsidiary.

b.  "Award"  means a Stock Option, Stock Appreciation Right or Restricted Stock.

c.  "Board"  means  the  Board  of  Directors  of  the  Company.

d.  "Change  of  Control"  has  the  meaning  set  forth  in  Section  4.3.1.

e. "Code" means the Internal Revenue Code of 1986, as amended from time to time,
and  any  successor  thereto.

f.  "Committee"  means  the  Committee  referred  to  in  Section  3.1.

g.  "Common Stock" means common stock, par value $.10 per share, of the Company.

h.  "Company"  means  Orbit  International  Corp.,  a  Delaware  corporation.

i.  "Covered  Employee"  means  a  participant  designated prior to the grant of
Restricted  Stock  by the Committee who is or may be a "covered employee" within
the  meaning  of  Section  162(m)(3) of the Code in the year in which Restricted
Stock  is  expected  to  be  taxable  to  such  participant.

j. "Eligible Persons" means the Eligible persons referred to in Section 2 of the
Plan.

k.  "Exchange  Act"  means  the Securities Exchange Act of 1934, as amended from
time  to  time,  and  any  successor  thereto.


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                                                                              44

966333.3
l.  "Fair  Market Value" means, as of any given date, (i) if the Common Stock is
listed or admitted to trade on a national securities exchange, the closing price
of  the  Common  Stock  on  the  Composite Tape, as published in The Wall Street
Journal, of the principal national securities exchange on which the Common Stock
is  so  listed or admitted to trade, on such date, or, if there is no trading of
the  Common  Stock  on  such date, then the closing price of the Common Stock as
quoted  on  such  Composite  Tape  on the next preceding date on which there was
trading  in  such  shares; (ii) if the Common Stock is not listed or admitted to
trade  on  a national securities exchange but is listed and quoted on The Nasdaq
Stock  Market  ("Nasdaq"), the last sale price for the Common Stock on such date
as  reported  by Nasdaq, or, if there is no reported trading of the Common Stock
on  such  date,  then  the  last  sale  price  for  the Common Stock on the next
preceding  date  on  which  there  was trading in the Common Stock; (iii) if the
Common  Stock  is  not  listed  or  admitted  to  trade on a national securities
exchange  and  is  not listed and quoted on Nasdaq, the mean between the closing
bid  and  asked  price  for  the  Common Stock on such date, as furnished by the
National  Association  of  Securities  Dealers,  Inc.  ("NASD") Over-The-Counter
Bulletin  Board  (the  "OTCBB")  or  its  successor  the  Bulletin  Board
Exchange("BBX");  (iv) if the Common Stock is not listed or admitted to trade on
a  national securities exchange, not listed and quoted on Nasdaq and closing bid
and  asked  prices  are not furnished by the OTCBB, the mean between the closing
bid  and asked price for the Common Stock on such date, as furnished by the Pink
Sheets, LLC ("Pink Sheets") or similar organization; and (v) if the stock is not
listed  or  admitted  to trade on a national securities exchange, not listed and
quoted  on  Nasdaq  and  if  bid  and  asked prices for the Common Stock are not
furnished  by  the  OTCBB,  Pink  Sheets  or  a  similar organization, the value
established  in  good  faith by the Committee taking into account such facts and
circumstances  deemed to be material by the Committee to the value of the Common
Stock  in  the  hands  of  the  Eligible  Person.

     Notwithstanding  the foregoing, for purposes of granted Non-Qualified Stock
Options or Stock Appreciation Rights, Fair Market Value of Common Stock shall be
determined  in  accordance  with  the requirements of Code Section 409A, and for
purposes  of granting Incentive Stock Options, Fair Market Value of Common Stock
shall  be  determined  in  accordance with the requirements of Code Section 422.

m.  "Incentive  Stock Option" means any Stock Option designated as, and intended
to  qualify as, an "incentive stock option" within the meaning of Section 422 of
the  Code.

n.  "Non-Qualified Stock Option" means any Stock Option that is not an Incentive
Stock  Option.

o.  "Performance Goals" means the performance goals established by the Committee
in  connection  with  the  grant  of  Restricted  Stock.

p.  "Plan"  means  the  Orbit  International Corp. 2006 Employee Stock Incentive
Plan,  as  set  forth  herein  and  as  hereinafter  amended  from time to time.

q.  "Qualified  Performance-Based  Award"  means  an  Award  of Restricted Stock
designated  as  such  by  the  Committee  at  the  time  of  grant, based upon a
determination  that  (i)  the recipient is or may be a "covered employee" within
the  meaning  of  Section 162(m)(3) of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such Restricted
Stock and (ii) the Committee wishes such Award to qualify for the Section 162(m)
Exemption.

r.  "Restricted  Stock"  means  an  Award  granted  under  Section  6.

s.  "Section  162(m)  Exemption"  means  the  exemption  from  the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C)  of  the  Code.

t.  "Stock  Appreciation  Right"  means  an  Award  granted  under  Section  5.

u.  "Stock  Option"  means  an  Award  granted  under  Section  4.

v.  "Subsidiary"  shall  have  the  meaning  given  to  the  term  "Subsidiary
corporation"  in  Section  424(f)  of  the  Code.

w.  "Termination  of  Employment"  means  the  termination  of the participant's
employment  with the Company and any of its Subsidiaries. A participant employed
by a Subsidiary shall also be deemed to incur a Termination of Employment if the
Subsidiary  ceases  to  be  such  a  Subsidiary,  and  the  participant does not
immediately  thereafter become an employee of the Company or another Subsidiary.
Temporary  absences  from  employment  because  of illness, vacation or leave of
absence  and  transfers  among  the  Company  and  its Subsidiaries shall not be
considered  Terminations  of  Employment.  If  so determined by the Committee, a
participant  shall be deemed not to have incurred a Termination of Employment if
the  participant  enters  into  a  contract  with  the  Company  or a Subsidiary
providing  for  the  rendering  by the participant of consulting services to the
Company  or  such  Subsidiary  on  terms  approved  by  the  Committee; however,
Termination  of  Employment  of  the  participant shall occur when such contract
ceases  to  be  in  effect.

     In addition, certain other terms used herein have definitions given to them
in  the  first  place  in  which  they  are  used.

                             STATEMENT OF THE PLAN

1.     SHARES  SUBJECT  TO  THE  PLAN.

     Subject  to  the  provisions  of Section 7, the maximum number of shares of
shares  which  may  be issued under the Plan shall be two hundred fifty thousand
(250,000)  shares of Common Stock, par value $.10 per share, of the Company (the
"Shares").  The  Company  shall at all times while the Plan is in effect reserve
such  number  of  shares  of  Common  Stock as will be sufficient to satisfy the
requirements of outstanding Awards granted under the Plan. The Shares subject to
the  Plan  shall  be either authorized and unissued shares or treasury shares of
Common  Stock.  If  any  Award is forfeited, or if any Stock Option (and related
Stock  Appreciation  Right, if any) terminates, expires or lapses for any reason
without  having  been  exercised  in  full  or  shall cease for any reason to be
exercisable in whole or in part, or if any Stock Appreciation Right is exercised
for cash, the unpurchased Shares subject to such Awards shall again be available
for distribution under the Plan.  No more than 30% of the shares of Common Stock
available  for  grant under the Plan as of the first day of any calendar year in
which  the Plan is in effect shall be utilized in that fiscal year for the grant
of  Awards  in  the  form  of  Restricted  Stock.

2.     ELIGIBILITY.

     Awards  may  be  granted only to employees, salaried officers and other key
persons  employed  or  retained  by  the  Company or its Subsidiaries ("Eligible
Persons").  As  used  in  this  Plan,  the  term  "Subsidiaries"  shall  include
Subsidiaries  of  a  Subsidiary.  Directors  who  are  not  salaried officers or
employees of the Company or its Subsidiaries or who are members of the Committee
shall  not  be  eligible  for  Awards  under  this  Plan.



3.     ADMINISTRATION  OF  THE  PLAN.

     3.1.     The  Plan shall be administered either by either the full Board of
Directors  or by a committee (either the full Board or the committee is referred
to  hereinafter  as  the  "Committee")  composed  of  at  least two non-employee
directors,  each  of  whom  shall  be a disinterested person, as defined by Rule
16b-3(c)(2)(i) under the Exchange Act, which Committee shall be appointed by and
serve  at the pleasure of the Board. Within the limits of the express provisions
of  the  Plan,  the  Committee  shall  have  the  authority to determine, in its
absolute discretion, (i) the individuals to whom, and the time or times at which
Awards  shall  be  granted,  (ii)  whether  and  to  what extent Incentive Stock
Options,  Non-Qualified  Stock Options, Stock Appreciation Rights and Restricted
Stock  or  any combination thereof are to be granted hereunder, (iii) the number
of  Shares  to  be  covered  by  each  Award  granted hereunder, (iv) subject to
Sections 4.7 and 6.3(G), the terms and conditions of any Award granted hereunder
including,  but  not  limited  to,  the  option  price,  any  vesting condition,
restriction  or  limitation  (which  may  be  related  to the performance of the
participant,  the  Company  or  any  Subsidiary), and any vesting, acceleration,
forfeiture or waiver regarding any Award and the shares of Common Stock relating
thereto,  (v)  modify, amend or adjust the terms and conditions of any Award, at
any  time or from time to time, including but not limited to, Performance Goals;
provided,  however, that the Committee may not adjust upwards the amount payable
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with  respect  to  Qualified  Performance-Based  Awards  or  waive  or alter the
Performance  Goals  associated  therewith or cause such Restricted Stock to vest
earlier  than  permitted  by  Section 6.3(G); (vi) to what extent and under what
circumstances  Common  Stock  and other amounts payable with respect to an Award
shall be deferred; and (vii) under what circumstances an Award may be settled in
cash or Common Stock under Sections 6.3(B) and 10.2, provided, however, that the
                                                     --------  -------
Committee  shall  not have such power to the extent that the mere possession (as
opposed  to the exercise) of such power would result in adverse tax consequences
to  any  participant under Code Section 409A. In making such determinations, the
Committee  may  take into account such factors as the Committee, in its absolute
discretion,  shall deem relevant. Subject to the express provisions of the Plan,
the Committee shall also have the authority to interpret the Plan, to prescribe,
amend  and  rescind rules and regulations relating to it, to determine the terms
and  provisions  of  the respective option instruments or agreements (which need
not  be  identical)  and  to  make  all  other determinations and take all other
actions  necessary  or  advisable  for  the  administration  of  the  Plan.  The
Committee's  determinations on the matters referred to in this Section 3.1 shall
be  conclusive.  Any determination by a majority of the members of the Committee
shall  be  deemed  to  have  been  made  by  the  whole  Committee.

     3.2.     Each  member  of  the  Committee  shall  be  indemnified  and held
harmless  by  the  Company  against any cost or expense (including counsel fees)
reasonably  incurred  by  him  or  her,  or liability (including any sum paid in
settlement  of  a claim with the approval of the Company) arising out of any act
or  omission  to  act  in  connection  with  the Plan unless arising out of such
member's own fraud or bad faith, to the extent permitted by applicable law. Such
indemnification  shall  be  in  addition  to  any  rights of indemnification the
members may have as directors or otherwise under the By-laws of the Company, any
agreement  or  vote  of  stockholders  or  disinterested directors or otherwise.


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4.     STOCK  OPTIONS.

     Stock  Options  may be granted alone or in addition to other Awards.  Stock
Options granted hereunder may be either Incentive Stock Options or Non-Qualified
Stock  Options.  Any Stock Option granted hereunder shall be in such form as the
Committee  may  from  time to time approve. Stock Options granted under the Plan
shall  be  subject  to the following terms and conditions and shall contain such
additional  terms  and  conditions  as  the  Committee  shall  deem  desirable:


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     4.1.     Stock Option Exercise Price.  Subject to adjustments in accordance
with Sections 7 and 8, the exercise price of each Stock Option granted under the
Plan  shall  be  set  forth  in the applicable Option Agreement, but in no event
shall such price be less than the Fair Market Value of the Shares subject to the
Stock  Option  on  the  date the Stock Option is granted. The exercise price for
Incentive Stock Options shall not be less than 100% of the Fair Market Value per
share of the Common Stock at the time the Stock Option is granted, nor less than
110%  of such Fair Market Value in the case of an Incentive Stock Option granted
to  an  individual  who, at the time the option is granted, is a 10% Holder. The
Fair  Market  Value  of  the  Shares  shall  be  determined in good faith by the
Committee,  with  the  approval of the Board, in accordance with the Plan and in
accordance  with  the  requirements  of  Code  Sections  409A  and  422.


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     4.2.     Maximum Stock Option Grant.    With respect to Stock Options which
are  intended  to  qualify as Incentive Stock Options, the aggregate Fair Market
Value  (determined  as  of  the  time the Stock Option is granted) of the Common
Stock  with  respect to which Incentive Stock Options granted to any participant
(whether  under this Plan or under any other stock option plan of the Company or
its Subsidiaries) become exercisable for the first time in any calendar year may
not  exceed  $100,000.  The  number  of Shares for which any participant, in any
calendar  year,  may  be  granted  Stock  Options  under the Plan not treated as
Incentive  Stock  Options  shall  be  limited  to  not  more  than  100,000.
Notwithstanding  the  forgoing, nothing contained in the Plan shall be construed
to  prohibit  the grant of Stock Options under the Plan to an Eligible Person by
reason of his or her holding Stock Options to purchase shares of Common Stock or
any  other  securities  of  the  Company  granted otherwise than under the Plan.


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4.3.     Exercise  of  Stock  Options.

     4.3.1.     Subject  to the provisions in this Section 4.3 and in Section 9,
Stock  Options  may  be  exercised  in  whole or in part.  The Committee, in its
absolute discretion, shall determine the time or times at which any Stock Option
granted  under  the  Plan  may  be exercised; provided, however, that each Stock
Option:

          (A)     shall be exercisable by a participant only if such participant
was  an  Eligible  Person  (and in the case of an Incentive Stock Option, was an
employee  or  salaried officer of the Company or any of its Subsidiaries) at all
times  beginning  from  the date of the grant of the Incentive Stock Option to a
date  not  more  than  three  months (except as otherwise provided in Section 8)
before  exercise  of  such  Stock  Option;

          (B)     may  not  be exercised prior to the expiration of at least one
year from the date of grant except in the case of the death or disability of the
participant  or  otherwise  with  the  approval of the Committee or the Board of
Directors  or, if the option agreement evidencing such Stock Option so provides,
upon  a  "Change  of  Control"  as  defined  below.

          (C)     shall  expire  no later than the expiration of ten years (five
years in the case of an Incentive Stock Option granted to a 10% Holder) from the
date  of  its  grant;  and

          (D)     shall  not  be  exercisable  by  a  participant  until  such
participant executes and delivers a written representation to the effect that he
or  she  is acquiring the Common Stock for investment and not with the intent of
distributing  the  same  (unless  such  Common  Stock  shall  be  appropriately
registered  under  the  Securities  Act  of  1933,  as  amended,  or exempt from
registration  thereunder).

     A  "Change  of  Control"  as used in this Section 4.3 shall mean any of the
         -------------------
following:

          (i)     any  consolidation, merger or sale of the Company in which the
Company  is  not  the  continuing  or surviving corporation or pursuant to which
shares  of the Company's stock would be converted into cash, securities or other
property;  or

          (ii)     the  stockholders of the Company approve an agreement for the
sale,  lease,  exchange  or  other  transfer  (in one transaction or a series of
related  transactions) of all or substantially all of the assets of the Company;
or

          (iii)     any  approval by the stockholders of the Company of any plan
or  proposal  for  the  liquidation  or  dissolution  of  the  Company;  or

          (iv)     the  acquisition  of beneficial ownership (within the meaning
of  Rule  13d-3  under  the  Exchange  Act of an aggregate of 25% or more of the
voting power of the Company's outstanding voting securities by any single person
or  group  (as  such  term is used in Rule 13d-5 under the Exchange Act), unless
such  acquisition  was  approved  by  the  Board  of  Directors  prior  to  the
consummation  thereof);  or

          (v)     the  appointment  of  a  trustee  in  a  Chapter 11 bankruptcy
proceeding  involving  the Company or the conversion of such a proceeding into a
case  under  Chapter  7.

As  a  condition  of the grant of a Stock Option, the Committee, in its absolute
discretion, may require an Eligible Person to enter into an employment agreement
with the Company or any Subsidiary or affiliate of the Company covering a period
of  at  least  one  year  following  the  grant,  and  if the grant specifically
requires,  compliance  with  all  terms  and  conditions  of any such employment
agreement  shall be a condition to the exercise by the participant of his or her
Stock  Option  (provided,  however,  that  such  compliance may be waived by the
Committee  in  its  absolute  discretion).

     4.3.2.     Stock  Options  granted under the Plan shall be exercised by the
delivery  by  the holder thereof to the Company at its principal offices (to the
attention  of  the  Secretary)  of  written  notice of the number of Shares with
respect  to which the Stock Option is being exercised, accompanied by payment in
full of the Stock Option exercise price of such Shares. The exercise price shall
be  payable in cash by a certified or bank check or such other instrument as the
Company  may  accept;  provided,  however,  that  in  lieu of payment in cash, a
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participant  may,  with  the  approval  of  the  Company's  Board  and  on  the
recommendation  of  the  Committee,  pay  for  all  or  part of the Shares to be
purchased  upon  exercise  of  his  or  her  Stock  Option  by:

          (A)     tendering  to the Company shares of the Company's Common Stock
owned by such participant and having a Fair Market Value (as determined pursuant
to  Section 4.1) equal to the exercise price (or the balance thereof) applicable
to  such  participant's  Stock  Option;  or

          (B)     make  available  any  exercise and sell (or cashless exercise)
program  which  the  Company  has  established  with  a  broker-dealer.

     4.3.3.     The  holder  of  an  option  shall  have none of the rights of a
stockholder  with  respect to the Shares covered by his or her option until such
Shares  shall  be  issued  to him or her upon the exercise of his or her option.

     4.4.     Termination  of  Service.  In  the  event  that  the service of an
individual  to  whom  a  Stock  Option  has  been  granted  under the Plan shall
terminate  (otherwise than by reason of his or her death or total disability, or
for  cause),  such  option  may  be  exercised  (if  and to the extent that such
individual  was  entitled  to  do  so  at  the date of termination of his or her
service)  at any time within three months after such termination and in no event
after the expiration of the term of the option. No option granted under the Plan
may  be  exercised  by a participant following termination of such participant's
employment  for  cause.  "Termination  for  cause"  shall  mean  dismissal  for
dishonesty,  conviction or confession of a crime punishable by law (except minor
violations), fraud, misconduct or disclosure of confidential information. If the
service  of an individual to whom a Stock Option has been granted under the Plan
shall  be  suspended  pending  an investigation of whether or not the individual
shall  be  terminated  for cause, all of the individuals rights under any option
granted  hereunder  likewise  shall  be  suspended  during  the  period  of
investigation.

     4.5.     Death  or Total Disability of a Stock Option Holder.  In the event
of  the  death  or  total disability of an individual to whom a Stock Option has
been  granted  under  the  Plan (i) while serving as an Eligible Person; or (ii)
within  three  months  after the termination of such service, otherwise than for
cause,  such  option  may  be  exercised (if and to the extent that the deceased
individual  was  entitled  to  do  so  at  the date of his or her death or total
disability) by a legatee or legatees of such participant under such individual's
last  will  and  testament  or  by  his  or  her  personal  representatives  or
distributees,  at  any time within twelve months after his or her death or total
                            -------------
disability,  but  in  no  event  after the expiration of the term of the option.

     As  used  in  this  Plan, the term "total disability" refers to a mental or
physical  impairment  of  the individual which has lasted or is expected to last
for a continuous period of twelve months or more and which causes the individual
to  be  unable,  in  the  opinion  of  the  Company and two (if more than one is
required  by  the  Company  in  its  sole discretion) independent physicians, to
perform  his  or her duties for the Company and to be engaged in any substantial
gainful activity. Total disability shall be deemed to have occurred on the first
day  after  the Company and the two (if more than one is required by the Company
in  its  sole discretion) independent physicians have furnished their opinion of
total  disability  to  the  Committee.

     4.6.     Non-transferability  of Stock Options. A Stock Option shall not be
transferable  otherwise than by will or the laws of descent and distribution and
is  exercisable  during the lifetime of the employee only by him or his guardian
or legal representative. Notwithstanding the foregoing, the Committee shall have
discretionary  authority  to  grant  Stock Options which will be transferable to
members of a participant's immediate family, including trusts for the benefit of
such  family  members and partnerships in which such family members are the only
partners.  A  transferred  option  would be subject to all of the same terms and
conditions  as  if  such  option  had  not been transferred. Upon any attempt to
transfer  a  Stock  Option  granted  under this Plan otherwise than as permitted
hereunder,  or  upon the levy of attachment or similar process upon such option,
such option shall automatically become null and void and of no further force and
effect.

     4.7.     Evidence  of  Stock Option Grant.  Each option granted pursuant to
the Plan shall be evidenced by an agreement (the "Option Agreement") which shall
clearly  identify  the  status  of  the  Stock  Options granted thereunder (i.e,
whether  an  Incentive  Stock Option or Non-Qualified Stock Option).  The Option
Agreement shall comply in all respects with the terms and conditions of the Plan
and  may  contain  such  additional  provisions,  including, without limitation,
restrictions  upon  the  exercise  of  the  option,  as the Committee shall deem
advisable.

     4.8.     Deferral  of  Stock  Option Shares. The Committee may from time to
time  establish  procedures  pursuant to which a participant may elect to defer,
until  a time or times later than the exercise of a Stock Option, receipt of all
or  a  portion of the shares of Common Stock subject to such Stock Option and/or
to receive cash at such later time or times in lieu of such deferred shares, all
on  such  terms  and  conditions  as  the Committee shall determine. If any such
deferrals  are permitted, then notwithstanding Sections 4.3.1 and  4.3.2. above,
a  participant  who  elects  such  deferral  shall  not  have  any  rights  as a
stockholder  with  respect  to  such deferred shares unless and until shares are
actually delivered to the participant with respect thereto, except to the extent
otherwise  determined  by the Committee.  Notwithstanding anything herein to the
contrary,  in  no  event  will  any deferral of the delivery of shares of Common
Stock or any other payment with respect to any Award be allowed if the Committee
determines,  in  its  sole  discretion,  that  the  deferral would result in the
imposition  of  additional  tax  under  Code  Section  409A(a)(1)(B).


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5.     STOCK  APPRECIATION  RIGHTS

     5.1.     Grant  and  Exercise.  Stock Appreciation Rights may be granted in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case  of  a  Non-Qualified Stock Option, such rights may be granted either at or
after  the time of grant of such Stock Option. In the case of an Incentive Stock
Option,  such  rights  may  be  granted  only at the time of grant of such Stock
Option.  A Stock Appreciation Right shall terminate and no longer be exercisable
upon  the  termination  or  exercise  of  the  related  Stock  Option.
     A  Stock Appreciation Right may be exercised by a participant in accordance
with  Section  5.2  by  surrendering the applicable portion of the related Stock
Option  in  accordance  with  procedures established by the Committee. Upon such
exercise  and  surrender, the participant shall be entitled to receive an amount
determined  in  the  manner  prescribed in Section 5.2. Stock Options which have
been  so  surrendered  shall  no longer be exercisable to the extent the related
Stock  Appreciation  Rights  have  been  exercised.

     5.2     Terms and Conditions. Stock Appreciation Rights shall be subject to
such  terms
and conditions as shall be determined by the Committee, including the following:

          (A)  Stock  Appreciation Rights shall be exercisable only at such time
or  times  and  to  the  extent  that the Stock Options to which they relate are
exercisable  in  accordance with the provisions of Section 4 and this Section 5.

          (B)  Upon  the  exercise  of a Stock Appreciation Right, a participant
shall  be entitled to receive an amount in cash, shares of Common Stock or both,
in  value  equal  to  the excess of the Fair Market Value of one share of Common
Stock  over  the  option  price  per share specified in the related Stock Option
multiplied  by  the  number of shares in respect of which the Stock Appreciation
Right  shall  have  been  exercised,  with  the  Committee  having  the right to
determine  the  form  of  payment.

          (C)  Stock Appreciation Rights shall be transferable only to permitted
transferees  of  the  underlying  Stock  Option  in accordance with Section 4.6.
          (D)  Upon the exercise of a Stock Appreciation Right, the Stock Option
or  part
thereof  to  which  such  Stock Appreciation Right is related shall be deemed to
have  been exercised for the purpose of the limitation set forth in Section 1 on
the  number  of  shares of Common Stock to be issued under the Plan, but only to
the  extent  of  the number of shares covered by the Stock Appreciation Right at
the  time of exercise based on the value of the Stock Appreciation Right at such
time.

6.      RESTRICTED  STOCK

     6.1.     Administration.  Shares  of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine  the Eligible Persons to whom and the time or times at which grants of
Restricted  Stock  will  be  awarded,  the number of shares to be awarded to any
Eligible Person, the conditions for vesting, the time or times within which such
Awards  may  be  subject to forfeiture and any other terms and conditions of the
Awards,  in  addition  to  those  contained  in  Section  6.3.
6.2.     Awards  and Certificates. Shares of Restricted Stock shall be evidenced
in  such
manner  as the Committee may deem appropriate, including book-entry registration
or issuance of one or more stock certificates. Any certificate issued in respect
of  shares  of Restricted Stock shall be registered in the name of such Eligible
Person  and shall bear an appropriate legend referring to the terms, conditions,
and  restrictions applicable to such Award, substantially in the following form:

"The  transferability  of  this  certificate and the shares of stock represented
hereby  are  subject  to  the terms and conditions (including forfeiture) of the
Orbit  International  Corp.  2006  Stock  Incentive  Plan and a Restricted Stock
Agreement. Copies of such Plan and Agreement are on file at the offices of Orbit
International  Corp.,  80  Cabot  Court,  Hauppauge,  New  York  11788."

The  Committee  may require that the certificates evidencing such shares be held
in  custody  by the Company until the restrictions thereon shall have lapsed and
that,  as  a  condition  of any Award of Restricted Stock, the participant shall
have  delivered  a  stock power, endorsed in blank, relating to the Common Stock
covered  by  such  Award.
6.3.     Terms  and  Conditions.  Shares of Restricted Stock shall be subject to
the  following  terms  and  conditions:

          (A)  The Committee may, prior to or at the time of grant, designate an
Award of Restricted Stock as a Qualified Performance-Based Award, in which event
it shall condition the grant or vesting, as applicable, of such Restricted Stock
upon the attainment of Performance Goals. If the Committee does not designate an
Award  of  Restricted  Stock as a Qualified Performance-Based Award, it may also
condition the grant or vesting thereof upon the attainment of Performance Goals.
Regardless  of  whether  an  Award  of  Restricted  Stock  is  a  Qualified
Performance-Based  Award,  the Committee may also condition the grant or vesting
thereof  upon the continued service of the participant. The conditions for grant
or  vesting  and  the  other  provisions  of  Restricted Stock Awards (including
without  limitation  any applicable Performance Goals) need not be the same with
respect  to  each  recipient.  The  Committee  may  at  any  time,  in  its sole
discretion,  accelerate  or  waive,  in  whole  or in part, any of the foregoing
restrictions;  provided, however, that in the case of Restricted Stock that is a
               --------  -------
Qualified  Performance-Based  Award,  the applicable Performance Goals have been
satisfied and further, provided, however, that the Committee shall not have such
              -------  --------  -------
power  to  the  extent  that the mere possession (as opposed to the exercise) of
such  power  would  result  in adverse tax consequences to any participant under
Code  Section  409A.


                  (B)  Subject  to the provisions of the Plan and the Restricted
Stock Agreement referred to in Section 6.3(F), during the period, if any, set by
the  Committee,  commencing  with  the  date  of  such  Award  for  which  such
participant's  continued  service  is  required  (the "Restriction Period"), and
until  the  later  of  (i) the expiration of the Restriction Period and (ii) the
date  the  applicable  Performance Goals (if any) are satisfied, the participant
shall  not  be permitted to sell, assign, transfer, pledge or otherwise encumber
shares  of  Restricted  Stock;  provided,  however, that the foregoing shall not
                                --------   -------
prevent a participant from pledging Restricted Stock as security for a loan, the
sole  purpose  of  which  is  to provide funds to pay the option price for Stock
Options.

                  (C)  Except  as  provided  in this Section 6.3(C) and Sections
6.3(A)  and  6.3(B)  and  the  Restricted Stock Agreement, the participant shall
have,  with  respect  to  the shares of Restricted Stock, all of the rights of a
stockholder  of  the Company holding the class or series of Common Stock that is
the subject of the Restricted Stock, including, if applicable, the right to vote
the  shares  and  the  right  to  receive any dividends. If so determined by the
Committee  in  the  applicable Restricted Stock Agreement, (i) cash dividends on
the  class or series of Common Stock that is the subject of the Restricted Stock
Award  shall  be  automatically deferred and reinvested in additional Restricted
Stock,  held  subject to the vesting of the underlying Restricted Stock, or held
subject  to  meeting  Performance  Goals  applicable only to dividends; and (ii)
dividends  payable in Common Stock shall be paid in the form of Restricted Stock
of  the  same  class as the Common Stock with which such dividend was paid, held
subject  to  the  vesting of the underlying Restricted Stock, or held subject to
meeting  Performance  Goals  applicable  only  to  dividends.
(D)  Except  to the extent otherwise provided in the applicable Restricted Stock
Agreement  or  Sections  6.3(A),  6.3(B), 6.3(E) or 8.1(D), upon a participant's
Termination of Employment for any reason during the Restriction Period or before
the  applicable  Performance  Goals  are  satisfied, all shares still subject to
restriction  shall  be  forfeited  by  the  participant.
(E) Except to the extent otherwise provided in Section 8.1(D), in the event that
a
participant  retires  or  such  participant's  employment  is  involuntarily
terminated,  the  Committee  shall  have the discretion to waive, in whole or in
part,  any  or all remaining restrictions (other than, in the case of Restricted
Stock with respect to which a participant is a Covered Employee, satisfaction of
the  applicable  Performance  Goals  unless  the  Participant's  employment  is
terminated  by reason of death or Disability) with respect to any or all of such
participant's  shares  of  Restricted  Stock.

          (F) If and when any applicable Performance Goals are satisfied and the
Restriction  Period  expires without a prior forfeiture of the Restricted Stock,
unlegended  certificates  for  such shares shall be delivered to the participant
upon  surrender  of  the  legended  certificates.

                (G)  Each  Award  shall  be confirmed by, and be subject to, the
terms  of  a  Restricted  Stock  Agreement.

                 (H)  Notwithstanding  the  foregoing,  but  subject  to  the
provisions  of  Section  8 hereof, no Award in the form of Restricted Stock, the
vesting  of  which  is  conditioned  only  upon  the  continued  service  of the
participant,  shall  vest earlier than the first, second and third anniversaries
of  the  date of grant thereof, on each of which dates a maximum of one-third of
the  shares  of  Common Stock subject to the Award may vest, and no award in the
form  of  Restricted  Stock,  the  vesting  of  which  is  conditioned  upon the
attainment of a specified Performance Goal or Goals, shall vest earlier than the
first  anniversary  of  the  date  of  grant  thereof.

7.     ADJUSTMENTS  UPON  CHANGE  IN  CAPITALIZATION.

     In  the  event  of changes in the outstanding shares of Common Stock of the
Company  by  reason  of  stock  dividends,  stock  splits, reverse stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations  or  liquidations,  the number and class of shares
available  under  the Plan, the number and class of Shares or the amount of cash
or  other  assets or securities available upon the exercise of any Award granted
hereunder  and  the  number of Shares to be issued pursuant to an Award shall be
correspondingly  adjusted,  to  the  end  that  the  participant's proportionate
interest  in  the Company, any successor thereto or in the cash, assets or other
securities  into  which Shares are converted or exchanged shall be maintained to
the  same  extent,  as  near  as  may  be practicable, as immediately before the
occurrence of any such event. All references in this Plan to "Common Stock" from
and  after the occurrence of such event shall be deemed for all purposes of this
Plan  to  refer  to  such  other class of shares or securities issuable upon the
exercise  or  payment  of  Awards  granted  pursuant  hereto.

8.     MATERIAL  TRANSACTION,  LIQUIDATION  OR  DISSOLUTION  OF  THE  COMPANY.

     8.1.     In the event of a reorganization, merger or consolidation in which
the  Company is not the surviving corporation, or a sale of all or substantially
all  of  the assets of the Company to another person or entity (each a "Material
Transaction"),  unless otherwise provided in the Option Agreement, the Committee
shall:

          (A)     provide  for  the  assumption  of  outstanding  Awards, or the
substitution  of outstanding Awards for new Awards, for equity securities of the
surviving,  successor  or  purchasing  corporation,  or  a  parent or Subsidiary
thereof,  with  appropriate  adjustments  as  to  the number, kind and prices of
Shares  subject  to such Awards, as determined in good faith by the Board in its
sole  discretion,  or

          (B)     provide  that the vesting of each outstanding Stock Option and
Stock  Appreciation Right shall automatically be accelerated so that 100% of the
unvested  Shares  covered  by  such  Award  shall  be  fully  vested  upon  the
consummation  of  the  Material  Transaction,  and

               (i)     provide notice to Participants that all outstanding Stock
Options  must be exercised on or before a specified date (which date shall be at
least  five  days  from  the  date of notice), after which the Stock Options and
Stock  Appreciation  Rights  shall  terminate;  or

               (ii)     terminate  each  outstanding  Stock  Option  and  Stock
Appreciation  Right  in  its  entirety  and exchange such Award for a payment of
cash,  securities  and/or  property equal to the Fair Market Value of the Common
Stock into which such Award convertible, less the exercise price for such Award.

          (C)     provide  that  the  restrictions  and  deferral  limitations
applicable  to any Restricted Stock shall lapse, and such Restricted Stock shall
become  free  of  all restrictions and become fully vested and transferable, and

          (D)     the  Committee  may  also  make  additional adjustments and/or
settlements  of  outstanding  Awards as it deems appropriate and consistent with
the  Plan's  purposes.

     Notwithstanding  the  foregoing,  for  purposes of Sections 8.1(A), 8.1(B),
8.1(C)  and  8.1(D), the Committee shall not have any of the foregoing powers to
the  extent  that the mere possession (as opposed to the exercise) of such power
would  result  in adverse tax consequences to any participant under Code Section
409A.

     8.2.     In  the  event  of  the  dissolution  or  liquidation the Company,
whether  voluntary  or  otherwise,  that  is  not  a  Material  Transaction, all
outstanding  unexercised  Stock  Options  and  Stock Appreciation Rights must be
exercised,  if  at  all,  within  the  ninety  day period commencing on the date
specified  in Section 8.3 below. All such Awards which become exercisable during
the  ninety  day  period  commencing on the date specified in Section 8.3 below,
shall terminate at the end of such ninety day period to the extent not exercised
prior  thereto.

     8.3.     The date specified in this Section 8.3 is the date of the earliest
to  occur  of  the  following  events:

          (i)     the  entry,  in  a court having jurisdiction, of an order that
the  Company  be  liquidated  or  dissolved;

          (ii)     adoption  by  the stockholders of the Company of a resolution
resolving  that  the  Company  be  liquidated  or  dissolved  voluntarily;  or

          (iii)     adoption  by the stockholders of the Company of a resolution
to  the  effect  that the Company cannot, by reason of its liabilities, continue
its  business  and  that  it  is advisable to liquidate or dissolve the Company.
Notwithstanding  anything  herein  to  the  contrary, in no event may any option
granted  hereunder be exercised after the expiration of the term of such option.

9.     FURTHER  CONDITIONS.

     Each  Award granted under the Plan shall be subject to the requirement that
if  at  any time the Committee shall determine, in its absolute discretion, that
it  is necessary or desirable as a condition of, or in connection with the grant
and/or  issuance  of  Award or the exercise thereof, to effect or obtain, as the
case  may  be:

           (i)     the  listing,  registration  or  qualification  of the Shares
subject to such Award upon any securities exchange or under any state or federal
law;

          (ii)     the  consent  or  approval  of  any  governmental  body;

          (iii)     any investment representation or agreement by the individual
desiring  to  be  issued  or  to  exercise  an  Award granted under the Plan; or

          (iv)     an  opinion  of  counsel  for  the  Company,

then,  no  Award  may be issued or exercised, as the case may be, in whole or in
part  unless  such  listing,  registration,  qualification,  consent,  approval,
investment  or  representation  agreement or opinion shall have been effected or
obtained,  as the case may be, free of any condition not acceptable to the Board
or  the  Committee.

10.     EXCHANGE  AND  BUYOUT  OF  AWARDS.

     10.1.     The  Committee  may,  at any time or from time to time, authorize
the  Company,  with  the  consent  of  the respective participants, to issue new
Awards  in exchange for the surrender and cancellation of any or all outstanding
Awards.

     10.2.     The  Committee  may,  at any time or from time to time, authorize
the  Company  to buy from a participant an Award previously granted with payment
in  cash,  Shares  (including Restricted Stock) or other consideration, based on
such  terms  and  conditions  as  the  Committee  and the participant may agree.

11.     TERMINATION,  MODIFICATION  AND  AMENDMENT.

     11.1     The  Plan (but not Awards previously granted under the Plan) shall
terminate on, and no Awards shall be granted after, the tenth anniversary of its
adoption  by  the  Board;  provided that the Board may at any time terminate the
Plan  prior  thereto  upon  the  adoption  of  a  resolution  of  the  Board.

     11.2     The  Board  shall  have  complete power and authority to modify or
amend  the Plan in whole or in part and from time to time in such respects as it
shall  deem  advisable; provided, however, that the Board shall not, without the
approval  of the votes represented by a majority of the outstanding Common Stock
of  the  Company  present  or  represented  and entitled to vote at a meeting of
stockholders  duly  held in accordance with the applicable laws of the Company's
jurisdiction  of  incorporation or by the written consent of stockholders owning
stock  representing  a  majority of the votes of the Company's outstanding stock
entitled  to  vote:

           (i)     increase  the  number  of  Shares  available for the grant of
Awards  under  Section  1  of  the  Plan  (except  as  provided  in  Section 7);

          (ii)     extend the term of the Plan or the period during which Awards
may  be  granted  or  exercised;

          (iii)     reduce  the  Stock  Option  price,  in the case of Incentive
Stock  Options below 100% (110% in the case of an Incentive Stock Option granted
to  a  10% Holder) of the Fair Market Value of the Shares issuable upon exercise
of  Stock  Options at the time of the granting thereof, other than to change the
manner  of  determining  the  Fair  Market  Value  thereof;

          (iv)     alter the maximum number of Shares available for the grant of
Awards  in  the  form  of  Incentive  Stock  Options  and  Restricted  Stock;

          (v)     materially  increase  the  benefits  accruing  to participants
under  the  Plan;

          (vi)     modify  the  requirements as to eligibility for participation
in  the  Plan;

          (vii)     modify  the  nature of the Awards which may be granted under
the  Plan;

          (viii)     with  respect  to  Stock  Options which are Incentive Stock
Options,  amend  the Plan in any respect which would cause such Stock Options to
no longer qualify for Incentive Stock Option treatment pursuant to the Code; and

          (ix)  alter the provisions set forth in Section 6.3(H) with respect to
minimum  vesting  schedules  relating to Awards in the form of Restricted Stock.

No  termination  or  amendment  of  the  Plan  shall, without the consent of the
individual  participant,  shall  adversely affect the rights of such participant
under  an  Award  theretofore  granted  to  him  or  her.

12.     TAXES.

     The  Company  may  make  such provisions as it may deem appropriate for the
withholding  of any taxes which it determines is required in connection with any
Awards  granted  under  the  Plan.  The Company may further require notification
from  the participants upon any disposition of Common Stock acquired pursuant to
the  Awards  granted  hereunder.

13.     EFFECTIVENESS  OF  THE  PLAN.

     The  Plan shall become effective immediately upon its approval and adoption
by  the Board, subject to approval by a majority of the votes of the outstanding
shares  of  capital  stock  of  the stockholders of the Company cast at any duly
called  annual  or special meeting of the Company's stockholders held within one
year  from  the  date  of  Board  adoption  and  approval.


<PAGE>
14.     DESIGNATION  OF  BENEFICIARY  BY  PARTICIPANT.

     A participant may designate one or more beneficiaries to receive any rights
and  payments to which such participant may be entitled in respect of any option
granted  under  the  Plan  in  the  event  of  such  participant's  death.  Such
designation  shall  be  on  a  written  form  acceptable  to  and filed with the
Committee.  The Committee shall have the right to review and approve beneficiary
designations.  A  participant may change the participant's beneficiary(ies) from
time  to  time  in  the  same  manner  as  the original designation, unless such
participant has made an irrevocable designation.  Any designation of beneficiary
under  the Plan (to the extent it is valid and enforceable under applicable law)
shall  be  controlling over any other disposition, testamentary or otherwise, as
determined  by  the  Committee.  If  no  designated  beneficiary  survives  the
participant  and  is  living  on  the  date on which any right or amount becomes
payable to such participant's beneficiary(ies), such payment will be made to the
legal representatives of the participant's estate, and the term "beneficiary" as
used in the Plan shall be deemed to include such person or persons.  If there is
any  question as to the legal right of any beneficiary to receive a distribution
under  the Plan, the Committee may determine that the amount in question be paid
to  the  legal  representatives of the estate of the participant, in which event
the  Company, the Committee, the Board and the Committee and the members thereof
will  have  no  further  liability  to any person or entity with respect to such
amount.

15.     CERTIFICATES.

     All Shares delivered under this Plan will be subject to such stock transfer
orders,  legends  and  other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities  law,  or  any  rules, regulations and other requirements promulgated
under  such  laws or any stock exchange or automated quotation system upon which
the  Shares  may  be listed or quoted and each stock certificate evidencing such
Shares  and  other  certificates  shall  have  the  appropriately  legend.

16.     SECURITIES  LAW  AND  OTHER  REGULATORY  COMPLIANCE.


<PAGE>
     16.1.      The  issuance  of  Awards  under  the Plan will not be effective
unless such issuance is made in compliance with all applicable federal and state
securities  laws,  rules  and  regulations  of  any  governmental  body, and the
requirements  of any stock exchange or automated quotation system upon which the
Shares  may  then  be  listed  or  quoted,  as they are in effect on the date of
issuance/grant  and  also  on  the  date  of  exercise  or  other  issuance.
Notwithstanding  any  other  provision  in  this  Plan, the Company will have no
obligation  to  issue  or  deliver stock certificates for Shares under this Plan
prior  to:

     (i)     obtaining  any  approvals  from  governmental  agencies  that  the
Committee  determines  are  necessary  or  advisable;  and/or

     (ii)     completion  of  any  registration  or  other qualification of such
Shares  under  any  state or federal law or ruling of any governmental body that
the  Committee  determines  to  be  necessary  or  advisable.


<PAGE>
     16.2.       The  Company will be under no obligation to register the Shares
under  the  Securities Act of 1933, as amended, or to effect compliance with the
registration,  qualification  or  listing  requirements  of any state securities
laws, stock exchange or automated quotation system, and the Company will have no
liability  for  any  inability  or  failure  to  do  so.

17.     NO  OBLIGATION  TO  EMPLOY.

     The  Plan shall not constitute a contract of employment and nothing in this
Plan  shall  confer  or  be  deemed  to  confer  on any participant any right to
continue  in  the  employ  of,  or  to continue any other relationship with, the
Company  or  any  Subsidiary or affiliate of the Company or limit in any way the
right  of the Company or any Subsidiary or affiliate of the Company to terminate
the  participant's employment or other relationship at any time, with or without
cause.


<PAGE>
18.     NON-EXCLUSIVITY  OF  THE  PLAN.

     Neither  the  adoption of the Plan by the Board, the submission of the Plan
to  the shareholders of the Company for approval, nor any provision of this Plan
will  be  construed as creating any limitations on the power of the Board or the
Committee  to  adopt  such additional compensation arrangements as the Board may
deem  desirable,  including,  without  limitation, the granting of Stock Options
otherwise  than  under  the  Plan, and such arrangements may be either generally
applicable  or  applicable  only  in  specific  cases.


<PAGE>
19.     MISCELLANEOUS  PROVISIONS.


<PAGE>
     19.1.     No  employee  or other person shall have any claim or right to be
granted  an  option  under  the Plan under any contract, agreement or otherwise.
Determinations  made by the Committee under the Plan need not be uniform and may
be  made  selectively among Eligible Persons under the Plan, whether or not such
Eligible  Persons  are  similarly  situated.

     19.2     No  Shares, other Company securities or property, other securities
or property, or other forms of payment shall be issued hereunder with respect to
any  option  granted  under  the  Plan  unless  counsel for the Company shall be
satisfied  that  such  issuance  will  be in compliance with applicable federal,
state,  local  and  foreign  legal,  securities  exchange  and  other applicable
requirements.

     19.3.     It  is  the  intent  of  the  Company that the Plan comply in all
respects  with  Rule  16b-3  under  the  Exchange  Act,  that any ambiguities or
inconsistencies  in  construction  of  the Plan be interpreted to give effect to
such  intention  and  that  if  any  provision of the Plan is found not to be in
compliance  with Rule 16b-3, such provision shall be deemed null and void to the
extent  required  to  permit  the  Plan  to  comply  with  Rule  16b-3.

     19.4.     The  appropriate  officers of the Company shall cause to be filed
any  reports,  returns or other information regarding the grant of Stock Options
hereunder  or any Shares issued pursuant hereto as may be required by Section 13
or  15(d)  of  the  Exchange  Act  (or  any  successor  provision)  or any other
applicable  statute,  rule  or  regulation.

     19.5.     The  validity,  construction,  interpretation, administration and
effect of the Plan, and of its rules and regulations, and rights relating to the
Plan  and  Awards  granted  under  the  Plan  and  any  agreements in connection
therewith,  shall be governed by the substantive laws, but not the choice of law
rules,  of  the  State  of  New  York.