SECURITYAGREEMENT

(2) Location of Grantors. Orbit International Corp. and Behlman Electronics, Inc. are each a Delaware corporation.  Tulip Development Laboratory, Inc. and Integrated Consulting Services, Inc. d/b/a Integrated Combat Systems are, respectively, Pennsylvania and Kentucky corporations.  All of the assets used in the operation of the business of the Grantors are in the possession of, and under the control of, the Grantors and none of the assets used by the Grantors in the conduct of their respective business are held by any third party.

(3) Location for Filing of Financing Statement. With respect to any item of Collateral in which a security interest can be perfected by the filing of a UCC financing statement, the filing of such a statement with the Secretary of State of the jurisdiction of incorporation of each Grantor, as applicable, will perfect the security interest of Bank in the Collateral of the Grantors.

(4) Formation, Good Standing, Power and Due Qualification. The Grantors (a) are each a corporation duly formed, validly existing, and in good standing under the laws of the jurisdiction of their formation, (b) have the power and authority to own their respective assets and to transact the business in which they now engage or propose to engage in, and (c) are duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required except where the failure to qualify will not result in a Material Adverse Change.

(5) Authority, No Contravention. The execution, delivery and performance by the Grantors of this Security Agreement are within their respective corporate powers, have been duly authorized by all necessary corporate action, and do not and will not (a) require any consent or approval of their officers or shareholders which have not been obtained, (b) contravene their respective certificates of incorporation or by-laws, (c) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to them, (d) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which they are a party or by which they or their properties may be bound or affected, or (e) result in, or require, the creation or imposition of any lien (except in favor of the Bank) upon or with respect to any of the properties now owned or hereafter acquired by them.

(6) Governmental Authority. No authorization, approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Grantors of this Security Agreement.  Notwithstanding the foregoing, by its acceptance of this Agreement, the Bank acknowledges that the Grantors have not complied with the Assignment of Claims Act with respect to any Collateral the perfection of which might require compliance with same.

(7) Legally Enforceable Security Agreement. This Security Agreement is the legal, valid and binding obligation of the Grantors, enforceable against the Grantors in accordance with its terms, except to the extent that such enforcement may be limited by (1) applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally, or (2) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

(8) No Restrictions on Collateral. Except for Permitted Liens, none of the Collateral is subject to a restriction, which has not been waived with a copy of such waiver delivered to Bank, that prohibits, restricts or limits the grant of a security interest in such Collateral pursuant to this Security Agreement, the perfection of the security interest granted by this Security Agreement (including the priority of such security interest) or the exercise by Bank of its rights, remedies and powers under this Security Agreement or otherwise.

(9) Security Interest and Claims. This Security Agreement creates a valid security interest in the Collateral and such security interest secures the payment of all Secured Obligations. Upon the filing of the financing statements in the locations specified above the security interest of Bank in all of the Collateral will be perfected (and except for any actions with respect to Accounts which require compliance with the Assignment of Claims Act). Except with respect to Permitted Liens, the security interest of Bank in the Collateral is a first priority security interest and such Collateral is not subject to any other security interest. The Grantors own their respective Collateral free and clear of any security interest, except for the security interest created by this Security Agreement and Permitted Liens.

(10) Acquisition in Ordinary Course of Business. All of the Collateral, including all Equipment and all Inventory, was acquired in the ordinary course of business.

(11) Compliance With Law. All of the Collateral was acquired, used, produced and sold or disposed of in accordance with all applicable laws, including in the case of inventory, the Fair Labor Standards Act.

(12) Inventory. None of the Inventory is held on consignment or subject to a sale or return or sale on approval or similar arrangement.

(13) Equipment. All Equipment which is useful or necessary to the business of each Grantor is in good repair, ordinary wear and tear excepted.

(14) Accounts. All Accounts have been originated by each respective Grantors. None of the Accounts have either been sold to another party or otherwise transferred or delivered to any party for the purpose of collecting such Account. The Grantors are duly qualified in all states where required to enable each Grantor to enforce collection of their respective Accounts due from customers residing in that state.

(15) Contracts. All of the Contracts material to the operation of the business of the Grantors are in full force and effect and the Grantors have performed in all material respects their respective obligations under each such Contract, and to the knowledge of the Grantors the other parties to each such Contract have performed in all material respects their respective obligations under each such Contract.

Section 10. Covenants. The Grantors agree that:

(1) Reporting Requirements. The Grantors shall promptly notify Bank if (a) any claim, including any attachment, levy, execution or other legal process, is made against any or all of its Collateral, (b) any representation and warranty included in this Security Agreement would no longer be true if made on such date, (c) there is any material loss or damage to, or material decline in the value of, or material change in the nature of, any of its Collateral or (d) there is a redemption or exchange of any or all of its Collateral. The Grantors will furnish to Bank from time to time statements and schedules further identifying and describing its Collateral and such other reports in connection with such Collateral as Bank may request, all in reasonable detail.

(2) Records. The Grantors will keep and maintain at their expense complete and accurate records related to their Collateral, including records of all payments made, all credits granted and all other documentation related to their Collateral.

(3) Inspection. Upon reasonable notice to the Grantors and during normal business hours the Grantors will allow Bank or its designees to visit their offices and each location where any Collateral is located to inspect their books and records, make copies thereof, and inspect their Collateral.

(4) Restrictions on Collateral. The Grantors will not enter into any agreement or undertaking that restricts or limits the right or ability of Grantors or Bank to sell, assign or transfer any of their Collateral.

(5) Defense of Collateral. The Grantors will defend their respective Collateral against all claims and demands of all parties, other than Bank, claiming an interest in any of their respective Collateral.

(6) No Security Interest or Claims. The Grantors will not create, permit or suffer to exist, any security interest on any of their respective Collateral other than the security interest under this Security Agreement or as permitted pursuant to the Credit Agreement.  The Grantors will discharge or cause to be discharged all security interests and claims on any or all of their Collateral, except for the security interest under this Security Agreement or as permitted pursuant

(7) to the Credit Agreement. The Grantors will pay promptly when due all property and other taxes that are not the subject of a Good Faith Contest, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against their respective Collateral.

(8) Transfer and Other Security Interests. The Grantors shall not sell, assign (by operation of law or otherwise), transfer or otherwise dispose of any of their Collateral except for sales, assignments and transfers of Collateral in the ordinary course of business.

(9) Compliance with Law. The Grantors will comply in all material respects with all laws applicable to any or all of their Collateral, except to the extent the failure to comply will not have a material adverse effect on the rights of Bank under this Security Agreement, the priority of the security interest of Bank in their Collateral or the value of their Collateral.

(10) Insurance. The Grantors shall, at their own expense, maintain insurance with respect to all the Equipment and all the Inventory in such amounts, against such risks, in such form and with such insurers as are usually carried by companies engaged in the same or similar business as the Grantors and such other insurance as reasonably required by Bank. Each policy  for commercial general liability insurance (a) shall designate Bank as an additional insured and (b) shall provide for all losses to be paid on behalf of Bank and the Grantors as their respective interests may appear. Reimbursement under any liability insurance maintained by the Grantors may be paid directly to the party who shall have incurred liability covered by such insurance. Each policy for property damage insurance shall (a) designate Bank and Grantors as the loss payees and (b) provide for all losses to be paid directly to Bank.

In addition, each such policy shall (a) in the case of a liability policy, name Bank as an insured party under such policy (without any representation or warranty by or obligation upon Bank), (b) contain the agreement by the insurer that any loss under such policy shall be payable to Bank notwithstanding any action, inaction or breach of representation or warranty by any Grantor, (c) provide that there shall be no recourse against Bank for payment of premiums or other amounts with respect to such policy and (d) provide that at least 30 days prior written notice of amendment to, cancellation of or lapse shall be given to Bank by the insurer.

If requested by Bank, the Grantors shall deliver to Bank (a) original or duplicate policies of such insurance policies, (b) a report of Rampart Insurance or such other reputable insurance broker with respect to such insurance and (c) duly executed instruments of assignment of such insurance policies to perfect Bank’s security interest in such policy, including without limitation, acknowledgments of such assignments from the respective insurers.

In case of any loss involving damage to Equipment or Inventory Bank will determine whether such insurance proceeds shall be used (a) to make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory or (b) to pay the Secured Obligations, and if there are any contingent Secured Obligations, to provide cash collateral to cover such Secured Obligations.  Provided a Default or Event of Default has not occurred and is not continuing, the Bank shall not unreasonably withhold its consent with respect to any requests of the Grantors to apply the insurance proceeds towards necessary repairs to or replacements of Equipment or Inventory.  If the Bank elects to apply insurance

proceeds towards the payment of the Secured Obligations, the Bank shall apply the insurance proceeds first towards payment of outstanding Line of Credit Loans before any other Secured Obligations.  Notwithstanding anything to the contrary contained herein, if there are no outstanding Defaults of Events of Default and the amount of insurance proceeds to be received in connection with a loss is equal to or less than $1,000,000, then Bank will make such insurance proceeds available to Grantors and Grantors will use such proceeds to make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory.

(10) Equipment. The Grantors shall cause the Equipment necessary for the conduct of their respective business to be maintained and preserved in good working order, repair and condition, ordinary wear and tear excepted, and shall forthwith, or in the case of any loss or damage to any of their Equipment as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to so maintain and preserve such Equipment.

(11) Inventory. In accordance with reasonable business practice, the Grantors will maintain all Inventory in good saleable or useable condition.  The Grantors will (a) not sell, assign, lease, mortgage, transfer or otherwise dispose of any interest in any Inventory other than sales of Inventory in the ordinary course of business, and (b) not use or permit any of the Inventory to be used for any unlawful purpose or in violation of any law, or for hire.

(12) Accounts. The Grantors will remain duly qualified in all states where required to enable each Grantor to enforce collection of their respective Accounts due from account debtors in that state. Except as otherwise provided in this Security Agreement, it shall continue to collect, at their own expense, all amounts due or to become due to the Grantors under the Accounts. In connection with such collections, the Grantors may take (and, at Bank's discretion, shall take) such action, as the Grantors or Bank may deem necessary or advisable to enforce collection of the Accounts.

(b) Accounts, Contracts, and Other Collateral. Bank has the right to notify the account debtors or obligors under any Accounts, Contracts and other Collateral of the security interest of Bank in such Account, Contract or other Collateral and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantors thereunder directly to Bank or to an account designated by Bank and, upon such notification, to enforce collection of any such Accounts, Contracts and other Collateral, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantors might have done. After receipt by the Grantors of such notice from Bank, (a) all amounts and proceeds (including wire transfers, checks and other instruments) received by any Grantor in respect of any Accounts, Contracts, or other Collateral shall be received in trust for the benefit of Bank under this Security Agreement, shall be segregated from other funds of the Grantors and shall be forthwith deposited to such account or paid over or delivered to Bank in the same form as so received (with any necessary endorsement or assignment) to be held as Collateral, or be applied as provided by this Section, as determined by Bank and (b) the Grantors shall not adjust, settle or compromise the amount or payment of any such Account, Contract, or other Collateral or release wholly or partly any account debtor or obligor thereof, or allow any discount thereon, other than any discount allowed for prompt payment.

(i) Assembly of Collateral. Bank may require the Grantors to, and the Grantors hereby agree that they will at their expense and upon the request of Bank forthwith, assemble all or any part of the Collateral as directed by Bank and make it available to Bank at a place to be designated by Bank that is reasonably convenient to both Bank and the Grantors.

(ii) Entering Premises. Bank or its designated agents may enter, with or without judicial process, upon any premises of the Grantors and take possession of all or any part of the Collateral, and remove such Collateral to a location specified by Bank.

(iii) Use of Premises. Bank shall have the right to enter and remain upon each and every location of the Grantors without cost or charge to Bank, and use the same together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise.

(c) Sale or Other Disposition of Collateral. Bank may, without notice, except as specified below, sell, lease, license or otherwise dispose of and grant options to purchase, lease, license or otherwise acquire, any or all of the Collateral in one or more parcels at public or private sale or other disposition, for cash, on credit, for future delivery or otherwise and upon such other terms, including price, as Bank may deem commercially reasonable.

(d) Commercially Reasonable Sale. The Grantors agree that it is not commercially unreasonable for Bank (a) to restrict the prospective bidders on or purchasers of any of the investment property to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such investment property, (b) to fail to incur expenses reasonably deemed significant by Bank to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (c) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (d) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (e) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (f) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (g) to contact other persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of the Collateral, (h) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (i) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (j) to dispose of assets in wholesale rather than retail markets, (k) to disclaim disposition warranties, including disclaimers of warranties of title, possession, quiet enjoyment and the like, (l) to purchase insurance or credit enhancements to insure Bank against risk of loss, collection or disposition of Collateral or to provide to Bank a guaranteed return from the collection or disposition of Collateral, or (m) to the extent deemed appropriate by Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Bank in the collection or disposition of any of the Collateral. The Grantors agree that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Bank would fulfill the duties of Bank under the UCC of the State or any other relevant jurisdiction in the exercise by Bank of remedies against the Collateral and that other actions or omissions by Bank shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Grantors or to impose any duties on Bank that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section.