MILTOPE GROUP INC.





          1995 Stock Option and Performance Award Plan

                     INCENTIVE STOCK OPTION

                           Granted To







                           Tom B. Dake
                         ---------------
                            Optionee




     5,000                                      $1.25
-----------------                   -----------------------------
Number of Shares                    Price per Share (Fair  Market
                                    Value on Date of Grant)



DATE GRANTED: June  25,  1999       EXPIRATION DATE: June 25, 2009
              ---------------                        -------------


<PAGE>
                   INCENTIVE STOCK OPTION AGREEMENT
                   --------------------------------

     AGREEMENT  made  as  of this 25th day of June  1999  between
MILTOPE  GROUP INC., a Delaware corporation (hereinafter referred
to  as  the  "Company"), and TOM B. DAKE residing  at  707  Green
Street,   Auburn,  Alabama  (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  June  25, 1999 (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 5,000 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 $1.25 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 1,250 Shares on or after June 25, 2000;

               (ii)  as to 1,250 Shares on or after June 25, 2001;

               (iii) as to 1,250 Shares on or after June 25, 2002; and

               (iv)  as to 1,250 Shares on or after June 25, 2003

          (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 Grant, 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 execu-
     tion,  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  rovisions  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, sub-
     ject to the provisions  of Sections 5 and 8 hereof, be exer-
     cised 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  sub-
          sidiary 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 e xercisable  at  he  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  ption,  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 expira-
     tion 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 exer-
          cised 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 subse-
          quently  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 Sub-
     sidiary, which are exercisable for the first time by any in-
     dividual 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,
     re-capitalization, 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  corpora-
     tion  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 s et 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 sole 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 deliver 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 WITNESS 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/ Thomas R. Dickinson
                                   ------------------------------
                                   Name: Thomas R. Dickinson
                                   Title:President and
                                         Chief Executive Officer


                                    /s/ Tom B. Dake
                                   ------------------------------
                                           Tom B. Dake


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

ATTEST:

/s/ Edward F. Crowell
---------------------------------------
Edward F. Crowell, Assistant Secretary