MILTOPE GROUP INC.



          1995 Stock Option and Performance Award Plan

                     INCENTIVE STOCK OPTION

                           Granted To





                       Thomas R. Dickinson
                     -----------------------
                            Optionee





    50,000                                     $1.75
-----------------                   ----------------------------
Number  of Shares                   Price per Share (Fair  Market
Value on Date                       of Grant)



DATE GRANTED:   January 14, 1999   EXPIRATION DATE: January  14, 2009
                ----------------                    -----------------

<PAGE>

                INCENTIVE STOCK OPTION AGREEMENT
                --------------------------------

     AGREEMENT  made as of this 14th day of January 1999  between
MILTOPE  GROUP INC., a Delaware corporation (hereinafter referred
to as the "Company"), and THOMAS DICKINSON residing at 1827 Ridge
Avenue, Apt. 6, Montgomery, AL  36106 (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 January 14, 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 50,000  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 12,500 Shares on or after January  14, 2000;

            (ii)  as to 12,500 Shares on or after January  14, 2001;

            (iii) as to 12,500 Shares on or after January  14, 2002; and

            (iv)  as to 12,500 Shares on or after January 14, 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
     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 other-
     wise.

     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  expi-
     ration 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  mployee  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 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
          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 aggre-
     gate  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
     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 i
     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
     corporation or subsidiary thereof, if the Employee shall be-
     come  employed by such corporation by reason of the transac-
     tion in respect of which such adjustment is made, from being
     a  corporation  issuing or assuming the Option in a transac-
     tion 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 in-
     tent 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 pur-
          chase 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 con-
          trary  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 Com-
          mon 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 re-
          spect  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 pur-
     chased upon exercise of the Option, the Employee shall deli-
     ver 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 pur-
     chaser 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 with
     out 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 Agree-
          ment  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 provi-
          sions 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 considera-
          tion 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 d ischarge 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/ Tom B. Dake
                                      ----------------------------
                                        Name:  Tom B. Dake
                                        Title: Vice President and
                                               Chief Financial Officer


                                       /s/ Thomas R. Dickinson
                                      ----------------------------
                                          Thomas  R. Dickinson

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

ATTEST:

/S/ Ed Crowell
-------------------------------
Ed Crowell, Assistant Secretary