5





OPTION NO. 95-ISO-





                       MILTOPE GROUP INC.
                                
                                
                                
          1995 Stock Option and Performance Award Plan
                                
                     INCENTIVE STOCK OPTION
                                
                           Granted To





                         James Matthews
                         --------------
                            Optionee





     10,000                                     $1.75
-----------------                   -----------------------------
Number  of Shares                   Price per Share (Fair  Market
                                    Value on Date of Grant)



DATE  GRANTED: August 19, 1998    EXPIRATION DATE:  August 19, 2008
               ---------------                      ---------------



                INCENTIVE STOCK OPTION AGREEMENT


     AGREEMENT  made as of this 19th day of August  1998  between
MILTOPE  GROUP INC., a Delaware corporation (hereinafter referred
to  as  the  "Company"),  and  JAMES MATTHEWS  residing  at  1562
Meriwether   Circle,  Montgomery,  Alabama   36117   (hereinafter
referred to as the "Employee").
     
     
                      W I T N E S S E T H:
     
     WHEREAS,  the  Company  desires,  in  connection  with   the
employment of the Employee and in accordance with its 1995  Stock
Option  and  Performance Award Plan (the "Plan"), to provide  the
Employee  with an opportunity to acquire Common Stock,  $.01  par
value (hereinafter referred to as "Common Stock"), of the Company
on  favorable terms and thereby increase his proprietary interest
in  the  continued progress and success of the  business  of  the
Company;
     
     NOW, THEREFORE, in consideration of the premises, the mutual
covenants   herein  set  forth  and  other  good   and   valuable
consideration,  the  Company and the  Employee  hereby  agree  as
follows:
     
     1.    Confirmation  of  Grant  of  Option.   Pursuant  to  a
     determination by the Stock Option Committee of the Board  of
     Directors of the Company authorized to administer the Plan, made
     on August 19, 1998 (the "Date of Grant") the Company, subject to
     the terms of the Plan and this Agreement, hereby confirms that
     the Employee has been granted as a matter of separate inducement
     and agreement, and in addition to and not in lieu of salary or
     other  compensation  for services,  the  right  to  purchase
     (hereinafter referred to as the "Option") an aggregate of 10,000
     shares of Common Stock, subject to adjustment as provided in
     Section 9 hereof (such shares, as adjusted, shall hereinafter be
     referred to as the "Shares").  The Option is intended to qualify
     as an incentive stock option under Section 422 of the Internal
     Revenue Code of 1986, as amended (the "Code").
     
     2.   Purchase Price.  The purchase price of shares of Common
     Stock covered by the Option will be $1.75 per share, being not
     less than 100% of the Fair Market Value of a share of Common
     Stock on the Date of Grant, subject to adjustment as provided in
     Section 9 hereof.
     
     3.   Exercise of Option.  The Option shall be exercisable on the
     terms and conditions hereinafter set forth:
          
          (a)
          
          The Option shall become exercisable cumulatively as  to
          the  following amounts of the number of the  number  of
          Shares  originally subject thereto (after giving effect
          to any adjustment pursuant to Section 9 hereon), on the
          dates indicated:
               
               (i)   as to 2,500 Shares on or after August  19, 1999;
               
               (ii)  as to 2,500 Shares on or after August  19, 2000;
               
               (iii) as to 2,500 Shares on or after August  19, 2001; and
               
               (iv)  as to 2,500 Shares on or after August 19, 2002
          
          (b)  The Option may be exercised pursuant to the provisions of
          this Section 3, by notice and payment to the Company as provided
          in Sections 11 and 16 hereof.
     
     4.   Terms of Option.  The term of the Option shall be a period
     of ten (10) years from the Date of Grand, subject to earlier
     termination or cancellation as provided in this Agreement.  This
     Option, to the extent unexercised, shall expire at the end of the
     term set forth in the immediately preceding sentence.  The holder
     of the Option shall not have any rights to dividends or any other
     rights of a stockholder with respect to any shares of Common
     Stock subject to the Option until such shares shall have been
     issued to him (as evidenced by the appropriate entry on the books
     of a duly authorized transfer agent of the Company) provided that
     the date of issuance shall not be earlier than the Closing Date
     (hereinafter defined with respect to such shares pursuant to
     Section 11 hereof) upon purchase of such shares upon exercise of
     the Option.
     
     5.   Non-transferability of Option.  The Option shall not be
     transferable otherwise than by will or by the laws of descent and
     distribution or pursuant to a domestic relations order, and the
     Option may be exercised during the lifetime of the Employee only
     by him.  More particularly, but without limiting the generality
     of the foregoing, the Option may not be assigned, transferred
     (except as provided in the next preceding sentence) or otherwise
     disposed of, or pledged or hypothecated in any way, and shall not
     be  subject to execution, attachment or other process.   Any
     assignment, transfer, pledge, hypothecation or other disposition
     of  the Option attempted contrary to the provisions of  this
     Agreement, or any levy of execution, attachment or other process
     attempted upon the Option, will be null and void and without
     effect.   Any attempt to make any such assignment, transfer,
     pledge, hypothecation or other disposition of the Option or any
     attempt to make any such levy of execution, attachment or other
     process will cause the Option to terminate immediately upon the
     happening of any such event; provided, however, that any such
     termination of the Option under the foregoing provisions of this
     Section 5 will not prejudice any rights or remedies which the
     Company or any Parent or Subsidiary may have under this Agreement
     or otherwise.
     
     6.   Exercise Upon Cessation of Employment.  (a) If the Employee
     at any time ceases to be an employee of the Company and of any
     Parent or Subsidiary by reason of his discharge for Good Cause
     the  Option shall forthwith terminate and the Employee shall
     forfeit all rights hereunder.   If, however, the Employee for any
     other reason (other than disability or death) ceases to be such
     an  employee,  the Option may, subject to the provisions  of
     Sections 5 and 8 hereof, be exercised by the Employee to the same
     extent the Employee would have been entitled under Section 3
     hereof to exercise the Option on the day next preceding the date
     of such cessation of employment, at any time within three (3)
     months after such cessation of employment, at the end of which
     period  the  Option to the extent not then exercised,  shall
     terminate and the Employee shall forfeit all rights hereunder,
     even if the Employee subsequently returns to the employ of the
     Company or any Parent or Subsidiary.  In no event, however, may
     the Option be exercised after the expiration of the term provided
     in Section 4 hereof.
          
          (b)  The Option shall not be affected by any change of duties or
          position of the Employee so long as he continues to be an
          employee of the Company or any subsidiary thereof.  If the
          Employee is granted a temporary leave of absence, such leave of
          absence shall be deemed a continuation of his employment by the
          Company or any subsidiary thereof for the purpose of this
          Agreement, but only if and so long as the employing corporation
          consents thereto.
     
     7.   Exercise Upon Death or Disability.  (a)  If the Employee
     dies while he is employed by the Company or by any Parent or
     Subsidiary (or within three (3) months after his termination of
     employment other than for Good Cause), and on or after the first
     date upon which he would have been entitled to exercise  the
     Option under the provisions of Section 3 hereof, the Option may,
     subject  to  the provisions of Sections 5 and 8  hereof,  be
     exercised with respect to the shares of Common Stock as to which
     the deceased Employee had not exercised the Option at the time of
     his death (and only to the extent the Option was exercisable at
     the date of his death), by the estate of the Employee (or by the
     person or persons who acquire the right to exercise the Option by
     written designation of the Employee) at any time within  the
     period ending one (1) year after the death of the Employee, at
     the  end of which period the Option, to the extent not  them
     exercised, shall terminate and the estate or other beneficiaries
     shall forfeit all rights hereunder.  In no event, however, may
     the Option be exercised after the expiration of the term provided
     in Section 4 hereof.
          
          (b)  In the event that the employment of the Employee by the
          Company and any Parent or Subsidiary is terminated by reason of
          the Disability of the Employee on or after the first date upon
          which he would have been entitled to exercise the Option under
          the provisions of Section 3 hereof, the Option may, subject to
          the provisions of Sections 5 and 8 hereof, be exercised with
          respect to the shares of Common Stock as to which he had not
          exercised the Option at the time of his Disability (and only to
          the extent the Option was exercisable at the date of such
          termination of employment) by the Employee at any time within the
          period ending one (1) year after the date of such termination of
          employment, at the end of which period the Option, to the extend
          not then exercised, shall terminate and the Employee shall
          forfeit all rights hereunder even if the Employee subsequently
          returns to the employ of the Company or any Parent or Subsidiary.
          In no event, however, may the Option be exercised after the
          expiration of the term provided in Section 4 hereof.
     
     8.   Limitation of Exercisabililty.  To the extent the aggregate
     of the (a) Fair Market Value of Common Stock (determined as of
     the date of this Agreement) subject to purchase under this Option
     and (b) the fair market values (determined as of the appropriate
     date(s)  of  grant) of all other shares of stock subject  to
     incentive stock options granted to the Employee by the Company or
     any Parent or Subsidiary, which are exercisable for the first
     time by any individual during any calendar year, exceed(s) one
     hundred thousand dollars ($100,000), such excess shares of stock
     shall not be deemed to be purchased pursuant to incentive stock
     options.  The terms of the immediately preceding sentence shall
     be applied by taking options into account in the order in which
     they are granted.
     
     9.   Adjustments.  In the event there is any change in the Common
     Stock  of  the  Company  by reason  of  any  reorganization,
     recapitalization, stock split, stock dividend or otherwise, there
     shall be substituted for or added to each share of Common Stock
     theretofore appropriated or thereafter subject, or which may
     become subject, to this Option the number and kind of shares of
     stock or other securities into which each outstanding share of
     Common Stock shall be so changed or for which each such share
     shall be exchanged, or to which each such share be entitled, as
     the case may be, and the per share price thereof also shall be
     appropriately  adjusted; provided,  however,  that  no  such
     adjustment  shall  be made so as to deem such  modification,
     extension or renewal of the Option as the issuance of a  new
     option under Section 424(h) of the Code, or so as to prevent the
     Company or any other corporation or subsidiary thereof, if the
     Employee shall become employed by such corporation by reason of
     the transaction in respect of which such adjustment is made, from
     being  a  corporation issuing or assuming the  Option  in  a
     transaction to which Section 424(a) of the Code applies.
     
     10.  Registration.  The shares of Common Stock subject hereto and
     issuable upon the exercise hereof may not be registered under the
     Securities Act of 1933, as amended, and, if required upon the
     request of counsel to the Company, the Employee will give  a
     representation as to his investment intent with respect to such
     shares prior to their issuance as set forth in Section 11 hereof.
     
     The  Company may register or qualify the shares  covered  by
     the  Option for sale pursuant to the Securities Act of 1933,
     as  amended,  at any time prior to or after the exercise  in
     whole or in part of the Option.
     
     11.  Method of Exercise of Option.  (a) Subject to the terms and
          conditions of this Agreement, the Option shall be exercisable by
          notice (in the manner set forth in Exhibit A hereto) and payment
          to the Company in accordance with the procedure prescribed
          herein.  Each such notice shall:
          
          (i)  state the election to exercise the Option and the number of
          Shares in respect of which it is being exercised;
          
          (ii) contain a representation and agreement as to investment
          intent, if required by counsel to the Company with respect to
          such Shares, in form satisfactory to counsel for the Company;
          
          (iii)     be signed by the Employee or the person or persons
          entitled to exercise the Option and, if the Option is being
          exercised by any person or persons other than the Employee, be
          accompanied by proof, satisfactory to counsel for the Company, of
          the right of such person or persons to exercise the Option; and
          
          (iv) be received by the Company on or before the date of the
          expiration of this Option.  In the event the date of expiration
          of this Option falls on a day which is not a regular business day
          at the Company's executive office in Hope Hull, Alabama, then
          such written notice must be received at such office on or before
          the last regular business day prior to such date of expiration.
          
          (b)  Upon receipt of such notice, the Company shall specify, by
          written notice to the Employee or to the person or persons
          exercising the Option, a date and time (such date and time being
          herein called the "Closing Date") and place for payment of the
          full purchase price of such Shares.  The Closing Date shall not
          be more than fifteen days from the date the notice of exercise is
          received by the Company unless another date is agreed upon by the
          Company and the Employee or the person or persons exercising the
          Option or is required upon advice of counsel for the Company in
          order to meet the requirements of Section 12 hereof.
          
          (c)  Payment of the purchase price of any shares of Common Stock,
          in respect of which the Option shall be exercised, shall be made
          by the Employee or such person or persons at the place specified
          by the Company on or before the Closing Date by delivering to the
          Company (i) a certified or bank cashier's check payable to the
          order of the Company, or (ii) properly endorsed certificates of
          shares of Common Stock (or certificates accompanied by an
          appropriate stock power) with signature guaranties by a bank or
          trust company or (iii) any combination of (i) and (ii).
          
          (d)  The Option shall be deemed to have been exercised with
          respect to any particular shares of Common Stock if, and only if,
          the preceding provisions of this Section 11 and the provisions of
          Section 12 hereof shall have been complied with, in which event
          the Option shall be deemed to have been exercised on the date the
          notice of exercise of the Option was received by the Company.
          Anything in this Agreement to the contrary notwithstanding, any
          notice of exercise given pursuant to the provisions of this
          Section 11 shall be void and of no effect if all the preceding
          provisions of this Section 11 and the provisions of Section 1
          shall not have been complied with.
          
          (e)  The certificate or certificates for shares of Common Stock
          as to which the Option shall be exercised will be registered in
          the name of the Employee (or in the name of the Employee's estate
          or other beneficiary if the Option is exercised after the
          Employee's death), or if the Option is exercised by the Employee
          and if the Employee so requests in the notice exercising the
          Option, will be registered in the name of the Employee and
          another person jointly, with right of survivorship and will be
          delivered on the Closing Date to the Employee at the place
          specified for the closing, but only upon compliance with all of
          the provisions of this Agreement.
          
          (f)  If the Employee fails to accept delivery of and pay for all
          or any part of the number of Shares specified in such notice upon
          tender or delivery thereof on the Closing Date, his right to
          exercise the Option with respect to such undelivered Shares may
          be terminated in the sold discretion of the Board of Directors of
          the Company.  The Option may be exercised only with respect to
          full Shares.
          
          (g)  The Company shall not be required to issue or delivery any
          certificate or certificates for shares of its Common Stock
          purchased upon the exercise of any part of this Option prior to
          the payment to the Company, upon its demand, of any amount
          requested by the Company for the purpose of satisfying its
          liability, if any, to withhold state or local income or earnings
          tax or any other applicable tax or assessment (plus interest or
          penalties thereon, if any, caused by a delay in making such
          payment) incurred by reason of the exercise of this Option or the
          transfer of shares thereupon.  Such payment shall be made by the
          Employee in cash or, with the consent of the Company, by
          tendering to the Company shares of Common Stock equal in value to
          the amount of the required withholding.  In the alternative, the
          Company may, at its option, satisfy such withholding requirements
          by withholding from the shares of Common Stock to be delivered to
          the Employee pursuant to an exercise of this Option a number of
          shares of Common Stock equal in value to the amount of the
          required withholding.
     
     12.  Approval of Counsel.  The exercise of the Option and the
     issuance and delivery of shares of Common Stock pursuant thereto
     shall be subject to approval by the Company's counsel of all
     legal matters in connection therewith, including compliance with
     the requirements of the Securities Act of 1933, as amended, and
     the Securities Exchange Act of 1934, as amended, and the rules
     and regulations thereunder, and the requirements of any stock
     exchange upon which the Common Stock may then be listed.
     
     13.  Resale of Common Stock.  (a) If so requested by the Company,
     upon any sale or transfer of the Common Stock purchased upon
     exercise of the Option, the Employee shall deliver to the Company
     an opinion of counsel satisfactory to the Company to the effect
     that either (i) the Common Stock to be sold or transferred has
     been registered under the Securities Act of 1933, as amended and
     that  there  is in effect a current prospectus  meeting  the
     requirements of Section 10(a) of said Act which is being or will
     be delivered to the purchaser or transferee at or prior to the
     time of delivery of the certificates evidencing the Common Stock
     to be sold or transferred, or (ii) such Common Stock may then be
     sold without violating Section 5 of said Act.
          
          b)   The Common Stock issued upon exercise of the Option shall
          bear the following legend if required by counsel for the Company:
               
               THE  SHARES  EVIDENCED BY THIS CERTIFICATE
               MAY  NOT  BE  SOLD, TRANSFERRED,  PLEDGED,
               HYPOTHECATED  OR  OTHERWISE  DISPOSED   OF
               UNLESS  THEY  HAVE FIRST  BEEN  REGISTERED
               UNDER  THE  SECURITIES  ACT  OF  1933,  AS
               AMENDED,  OR  UNLESS, IN  THE  OPINION  OF
               COUNSEL FOR THE COMPANY, SUCH REGISTRATION
               IS NOT REQUIRED.
     
     14.  Reservation of Shares.  The Company shall at all  times
          during the term of the Option reserve and keep available such
          number of shares of the class of stock then subject to the Option
          as will be sufficient to satisfy the requirements of this
          Agreement.
     
     15.  Limitation of Action.  The Employee and the Company each
          acknowledges that every right of action accruing to him or it, as
          the case may be, and arising out of or in connection with this
          Agreement against the Company or a Parent or Subsidiary, on the
          one hand, or against the Employee, on the other hand, shall,
          irrespective of the place where an action may be brought, cease
          and be barred by the expiration of three years from the date of
          the act or omission in respect of which such right of action
          arises.
     
     16.  Notices.  Each notice relating to this Agreement shall be in
          writing and delivered in person or by certified mail to the
          proper address.  All notices to the Company or the Committee
          shall be addressed to them at 500 Richardson Road South, Hope
          Hull, Alabama  36043, Attn:  Secretary.  All notices to the
          Employee shall be addressed to the Employee or such other person
          or persons at the Employee's address above specified.  Anyone to
          whom a notice may be given under this Agreement may designate a
          new address by notice to that effect.
     
     17.  Benefits of Agreement.  This Agreement shall inure to the
          benefit of and be binding upon each successor and assign of the
          Company.  All obligations imposed upon the Employee and all
          rights granted to the Company under this Agreement shall be
          binding upon the Employee's heirs, legal representatives and
          successors.
     
     18.  Severability.  In the event that any one or more provisions
          of this Agreement shall be deemed to be illegal or unenforceable,
          such illegality or unenforceability shall not affect the validity
          and enforceability of the remaining legal and enforceable
          provisions hereof, which shall be construed as if such illegal or
          unenforceable provision or provisions had not been inserted.
     
     19.  Governing  Law.  This Agreement will be  construed  and
          governed in accordance with the laws of the State of New York.
     
     20.  Disposition of Shares.  By accepting this Agreement, the
          Employee agrees that in the event that he shall dispose (whether
          by sale, exchange, gift, or any like transfer) of any shares of
          Common Stock of the Company (to the extent such shares are deemed
          to be purchased pursuant to an incentive stock option) acquired
          by him pursuant hereto within two years of the date of grant of
          this Option or within one year after the acquisition of such
          shares pursuant hereto, he will notify the secretary of the
          Company no later than 15 days from the date of such disposition
          of the date or dates and the number of shares disposed of by him
          and the consideration received, if any, and, upon notification
          from the Company, promptly forward to the secretary of the
          Company any amount requested by the Company for the purpose of
          satisfying its liability, if any, to withhold federal, state or
          local income or earnings tax or any other applicable tax or
          assessment (plus interest or penalties thereon, if any, caused by
          delay in making such payment) incurred by reason of such
          disposition.
     
     21.  Acknowledge of Employee.  The Employee represented  and
          agrees that as of the date of grant of this Option, he does not
          own (within the meaning of Section 422(b)(6) of the Code) shares
          possessing more than 10% of the total combined voting power of
          all classes of shares of the Company or of any Parent or
          Subsidiary.
     
     22.  Employment.  Nothing contained in this Agreement shall be
          construed as (a) a contract of employment between the Employee
          and the Company or any Parent or Subsidiary, (b) as a right of
          the Employee to be continued in the employ of the Company or any
          Parent or Subsidiary, or (c) as a limitation of the right of the
          Company or any Parent or Subsidiary to discharge the Employee at
          any time, with or without cause.
     
     23.  Definitions.   Unless  otherwise  defined  herein,  all
          capitalized terms shall have the same definitions as set forth
          under the Plan.
     
     24.  Incorporation of Terms of Plan.  This agreement shall be
          interpreted under, and subject to, all of the terms and
          provisions of the Plan, which are incorporated herein by
          reference.

     IN WITHESS WHEREOF, the Company has caused this Agreement to
be  executed  in its name by its President, its Chairman  of  the
Board or one of its Vice Presidents and its corporate seal to  be
hereunto  affixed and attested by its Secretary  or  one  of  its
Assistant Secretaries and the Employee has hereunto set his  hand
all as of the date, month and year first above written.



                                   MILTOPE GROUP INC.



                                   By: /s/ James E. Matthews
                                      --------------------------------
                                        Name:  James E. Matthews
                                        Title: President and
                                               Chief Executive Officer



                                       --------------------------------
                                               James Matthews

                                       
                                                 XXX-XX-XXXX
                                       --------------------------------
                                            Social Security Number

ATTEST:

/s/ Ed Crowell
--------------------------------
Ed Crowell, Assistant Secretary
     
<PAGE>
                            EXHIBIT A
                                
              INCENTIVE STOCK OPTION EXERCISE FORM
                                



Miltope Group Inc.
500 Richardson Road South
Hope Hull, Alabama  36043
Attention:  Secretary

Dear Sirs:

     Pursuant to the provisions of the Incentive Stock Option
Agreement dated as of August 19, 1998 whereby you have granted to
me an incentive stock option to purchase 10,000 shares of Common
Stock of Miltope Group Inc. (the "Company"), I hereby notify you
that I elect to exercise my option to purchase [               ]
of the shares covered by such option at the price specified
therein.  In full payment of the price for the shares being
purchased hereby, I am delivering to you herewith (a) a certified
or bank cashier's check payable to the order of the Company if
the amount of $          ,* or (b) a certificate or certificates
for [              ] shares of Common Stock of the Company, and
which have a fair market value as of the date hereof of $
, and a certified bank cashier's check, payable to the order of
the Company, in the amount of $              .**  Any such stock
certificate or certificates are endorsed, or accompanied by an
appropriate stock power, to the order of the Company, with my
signature guaranteed by a bank or trust company or by a member
firm of the New York Stock Exchange.  [I hereby acknowledge that
I am purchasing these shares of Common Stock for investment
purposed only and not for resale.]

                                Very truly yours,


                                -------------------------------
                                -------------------------------
                                -------------------------------
                                -------------------------------
                                [Address]
                                (For notices, reports, dividend
                                 checks and other communications to
                                 stockholders.)



*    $               of this amount is the purchase price of the
shares, and the balance represents payment of withholding taxes
as follows:  State $             and Local $      .  No
withholding will be required in states and localities which
follow Federal tax law.

**   $               of this amount is at least equal to the
current market value of one share of Common Stock of the Company,
and the balance represents payment of withholding taxes as
follows:  State $        and Local $              .  No
withholding will be required in states and localities which
follow Federal tax law.