Exhibit 10(w)


                           SETTLEMENT AND RELEASE AGREEMENT
                           --------------------------------

                    THIS SETTLEMENT AND RELEASE AGREEMENT (this
          "Agreement"), is entered into this 1st day of November 1995, by
          and among MILTOPE GROUP INC., a Delaware corporation ("MGI"),
          MILTOPE CORPORATION, an Alabama corporation ("Miltope"), MILTOPE
          BUSINESS PRODUCTS, INC., a New York corporation ("MBP") (MGI,
          Miltope and MBP shall hereinafter collectively be referred to as
          the "Company"), PANDOLFI GROUP, INC., a New York corporation
          ("PGI"), and RICHARD PANDOLFI, an individual ("Pandolfi").

                                 W I T N E S S E T H:
                                 - - - - - - - - - - 
                    WHEREAS, PGI and Miltope have entered into that certain
          Representative Agreement dated as of October 1, 1994 (the
          "Representative Agreement"), pursuant to which PGI has agreed to
          provide certain marketing and sales services for Miltope with
          respect to certain ruggedized and militarized products and
          product lines in the Territory (as such term is defined in the
          Representative Agreement"); and

                    WHEREAS, PGI and Miltope desire to terminate the
          Representative Agreement on the terms and conditions set forth
          herein; and

                    WHEREAS, Pandolfi, a former employee of Miltope and a
          former director and Vice Chairman of the Board of Directors of
          MGI, has, from time to time, on behalf of himself and/or PGI,
          alleged certain claims against MGI, Miltope or MBP, as the case
          may be, arising out of services performed by PGI or Pandolfi
          pursuant to the Representative Agreement, or pursuant to any
          other agreement or understanding among certain or all of the
          parties hereto or otherwise relating to or arising out of the
          former employment of Pandolfi by Miltope or with respect to any
          alleged activities of Pandolfi subsequent to such termination of
          employment as an agent or representative of MGI, Miltope or MBP
          in respect of commissions, compensation, fees or reimbursement of
          expenses; and

                    WHEREAS, except as specifically set forth herein,
          Pandolfi, PGI, and the Company desire to effect the settlement of
          all claims, controversies and disputes among the parties hereto,
          of any nature whatsoever, upon the terms and conditions
          hereinafter set forth.

                    NOW THEREFORE, in consideration of the releases,
          covenants and promises contained herein, and for other good and
          valuable consideration, the receipt and sufficiency of which is
          hereby acknowledged, the parties to this Agreement do hereby
          covenant and agree as follows:

                    Section 1.  Settlement Payment.  
                                ------------------
          In consideration of the release of all claims of any nature
          whatsoever by Pandolfi and PGI against the Company as more
          specifically set forth in Section 4 hereof, and the agreements of
          PGI and Pandolfi set forth herein, Miltope shall pay Pandolfi,
          individually and on behalf of PGI, an aggregate amount of One
          Hundred Fifty Thousand Dollars ($150,000), payable in
          installments of Ten Thousand Dollars ($10,000) per month for 15
          consecutive months (the "Settlement Payment"), in full and
          complete settlement of any and all claims which have been or
          could have been or could be made by Pandolfi, PGI, or any entity
          controlled by Pandolfi or PGI and their respective officers,
          directors, employees, representatives and agents, against MGI,
          Miltope or MBP, and their respective officers, directors,
          employees, representatives and agents, with respect to any
          possible claims or disputes of any nature whatsoever, including
          without limitation, those arising out of or relating to the
          Representative Agreement, or otherwise relating to any
          predecessor agreement or any other agreement or understanding,
          whether written or oral, relating to the former employment of
          Pandolfi by Miltope or with respect to any alleged activities by
          Pandolfi subsequent to such termination of employment as an agent
          or representative of MGI, Miltope or MBP in respect of
          commissions, compensation, fees or reimbursement of expenses, or
          otherwise relating to any other dealings between Pandolfi and/or
          PGI and MGI, Miltope or MBP, as the case may be, from and to the
          date of this Agreement.  The Settlement Payment shall be paid by
          check made payable to Pandolfi at his office located at c/o
          Pandolfi Group, Inc., 204 Terminal Drive, Plainview, New York
          11803, with the first such payment of $10,000 to be paid on
          November 1, 1995, or on such earlier date as shall be mutually
          agreed to by the parties hereto.

                    Section 2.  Agreement in Lieu of Other Rights.  
                                ---------------------------------
          In addition to the general release of claims set forth in Section
          4 hereof, PGI and Pandolfi hereby agree that this Agreement and
          the Settlement Payment to be received by Pandolfi hereunder shall
          constitute full payment for all services performed or alleged to
          have been performed by PGI and/or Pandolfi pursuant to the terms
          of the Representative Agreement, or otherwise pursuant to any
          other agreement or understanding, whether written or oral, and
          are in lieu of any other rights that PGI and/or Pandolfi may have
          against MGI, Miltope, or MBP and their respective officers,
          directors, employees, representatives and agents, for
          compensation (including expense reimbursement) for services
          rendered to MGI, Miltope or MBP prior to the date of this
          Agreement, and PGI and/or Pandolfi shall not have any other claim
          against the Company, except, with respect to Pandolfi, for
          indemnification claims pursuant to the laws of the State of
          Delaware or the Certificate of Incorporation or By-Laws of MGI
          solely by reason of his being a former director of MGI and the
          parties hereto acknowledge and agree that any such
          indemnification claim is not intended to be released by Pandolfi
          pursuant to Section 4 hereof or otherwise pursuant to any other
          provision of this Agreement. 

                    Section 3.  Termination of Representative Agreement. 
                                ---------------------------------------
          MGI, Miltope, PGI and Pandolfi hereby agree that the
          Representative Agreement shall terminate effective as of the date
          hereof, and any and all duties and obligations of the parties
          which currently or may in the future be owing thereunder shall be
          fully and completely discharged concurrently with said
          termination.

                    Section 4.  Release by PGI and Pandolfi.  
                                ---------------------------
          Except as otherwise specifically provided herein, from and after
          the date of this Agreement, PGI and Pandolfi hereby release and
          forever discharge MGI, or any of its subsidiaries or affiliated
          entities, including, but not limited to, Miltope and MBP and
          their respective officers, directors, employees, agents,
          representatives and attorneys, and their respective successors
          and assigns, and each and all thereof, from any and all manner of
          actions, suits, claims, damages, judgments, levies and execution,
          whether known or unknown, liquidated or unliquidated, fixed or
          contingent, direct or indirect, which Pandolfi, his successors
          and assigns, PGI or any of its respective affiliated entities,
          and their respective officers, directors, employees,
          representatives and agents, and their respective successors and
          assigns, ever had, has or ever can, shall or may have or claim to
          have against MGI, or any of its subsidiaries or affiliated
          entities, including but not limited to, Miltope and MBP and their
          respective officers, directors, employees, agents,
          representatives and attorneys, and their respective successors
          and assigns, for, upon or by reason of any matter, act or thing
          occurring prior to the date of this Agreement, including without
          limitation, any claims, demands, rights of actions, liabilities,
          expenses or rights of indemnity arising out of or connected with
          or related to the Representative Agreement or otherwise relating
          to any predecessor agreement or any other agreement or
          understanding, whether written or oral, with regard to the former
          employment of Pandolfi by Miltope or with respect to any alleged
          activities by Pandolfi subsequent to such termination of
          employment as an agent or representative of MGI, Miltope or MBP
          in respect of commissions, compensation, fees or reimbursement of
          expenses, or otherwise relating to any other dealings between
          Pandolfi and/or PGI and MGI, Miltope or MBP, as the case may be.

                    Section 5.  Non-Disclosure of Confidential Information.
                                ------------------------------------------
           PGI and Pandolfi recognize and agree that they have acquired
          certain information which the Company has not made, does not
          make, or which is not and does not otherwise become publicly
          available knowledge, and which does not otherwise become known to
          PGI or Pandolfi independently through its or his efforts on
          behalf of the Company (i) relating to the products, processes,
          designs, inventions and/or business concepts heretofore
          developed, acquired and/or used by the Company, and (ii) relating
          to the customers and employees of the Company (all such
          information shall be hereinafter referred to collectively as
          "Confidential Information").  The parties hereto acknowledge that
          such Confidential Information is of great value to the Company
          and is the property of the Company.  Accordingly, PGI and
          Pandolfi hereby agree, that neither PGI nor Pandolfi will
          directly or indirectly, after the date hereof, divulge to any
          persons, firms or corporations (hereinafter referred to
          collectively as "third parties") other than the Company, or use
          or cause to authorize any third parties to use, any Confidential
          Information, or any other information relating to the business or
          interests of the Company regarded as confidential and valuable by
          the Company which PGI or Pandolfi knows or should know is
          regarded as confidential and valuable by the Company.  PGI and
          Pandolfi represent that each such party has returned all
          documents, files, and lists of information relating to the
          business and customers of the Company and any and all software,
          hardware, order-books, customer lists, logs, documents and
          materials, and all copies thereof, in its or his possession or
          under its or his control relating to any Confidential Information
          or any discoveries which are otherwise the property of the
          Company.

                    Section 6.  Confidentiality of Agreement.  
                                ----------------------------
          The parties hereto covenant and agree to keep the terms and
          existence of this Agreement and the actual settlement among the
          parties confidential, and not to disclose the terms of this
          Agreement to any other person or entity other than (i) as is
          jointly agreed by the parties, (ii) as is necessary to their
          advisors in connection with the interpretation or enforcement of
          the terms of this Agreement, or (iii) as required by applicable
          law.

                    Section 7.  No Admission.  
                                ------------
          Nothing herein contained shall be construed as an admission by
          any party of any wrongdoing or liability. 

                    Section 8.  Reliance.  
                                --------
          In executing this Agreement, the parties rely upon their own
          judgment, belief and knowledge as to the nature, extent and
          effect of the potential liability of the parties released hereby. 
          This Agreement is made without reliance by any party upon any
          statement or agreement not stated specifically herein.

                    Section 9.  Disparaging Comments.  
                                --------------------
          All parties to this Agreement agree to refrain from making any
          disparaging comments as to any other party to this Agreement from
          and after the date hereof.

                    Section 10.  Entire Agreement; Modification.  
                                 ------------------------------
          This Agreement contains the entire understanding of the parties
          with respect to the subject matter hereof, supersedes any prior
          agreement between the parties, and may not be changed or
          terminated orally.  No change, termination or attempted waiver of
          any of the provisions hereof shall be binding unless in writing
          and signed by the party against whom the same is sought to be
          enforced. 

                    Section 11.  Further Assurances.  
                                 ------------------
          Each of the parties hereto agrees to execute all further
          documents and instruments and to take or to cause to be taken all
          reasonable actions which are necessary or appropriate to complete
          the transactions contemplated by this Agreement.

                    Section 12.  Severability.  
                                 ------------
          In the event that any one or more of the provisions contained in
          this Agreement shall for any reason be held to be invalid,
          illegal or unenforceable in any respect under any law, rule or
          regulation of any governmental authority having jurisdiction over
          the parties hereto, such invalidity, illegality or
          unenforceability shall not affect the validity and enforceability
          of any of the other provisions hereof and this Agreement shall be
          construed as if such invalid, illegal or unenforceable provision
          had never been contained herein.

                    Section 13.  Authority.  
                                 ---------
          Each person who signs this Agreement expressly represents and
          covenants that he has full and binding authority to enter into
          this Agreement on behalf of himself or the entity for which he is
          signing.

                    Section 14.  Counterparts.  
                                 ------------
          This Agreement may be executed in one or more counterparts, each
          of which shall be deemed an original, but all of which together
          shall constitute one and the same instrument.

                    Section 15.  Successors and Assigns.  
                                 ----------------------
          This Agreement shall be binding on, and shall inure to the
          benefit of, all successors, assigns, executors, legal
          representatives, and administrators of any of the parties hereto.

                    Section 16.  Notices.  
                                 -------
          All notices, requests, demands or other communications hereunder
          shall be deemed to have been given if delivered in writing
          personally or by certified mail to each party at the address set
          forth below, or at such other address as each party may designate
          in writing to the other parties:

                    If to MGI, Miltope or MBP: 

                         Miltope Group Inc.
                         500 Richardson Road South
                         Hope Hull, AL  36043
                         Attention:  President and
                                     Chief Executive Officer 

                         with a copy to:

                              Reid & Priest LLP
                              40 West 57th Street
                              New York, New York  10019
                              Attention:  Leonard Gubar, Esq.

                    If to PGI or Pandolfi:

                         Pandolfi Group, Inc.
                         204 Terminal Drive
                         Plainview, New York  11803
                         Attention:  Richard Pandolfi

                    Section 17.  Governing Law.  
                                 -------------
          All questions governing the construction, validity and
          interpretation of this Agreement shall be governed by the laws of
          the State of New York.

                    Section 18.  Headings.  
                                 --------
          The headings of the paragraphs of this Agreement are for
          descriptive purposes only and not to be construed to affect the
          substance of the Agreement.


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          <PAGE>

                    IN WITNESS WHEREOF, intending to be legally bound
          thereby, the undersigned parties have executed this Agreement as
          of the date first written above.

                                        MILTOPE GROUP INC.


                                        By: /s/ George K. Webster
                                           ---------------------------
                                           Name:
                                           Title:

                                        MILTOPE CORPORATION


                                        By: /s/ George K. Webster
                                           ---------------------------
                                           Name:
                                           Title:


                                        MILTOPE BUSINESS PRODUCTS, INC.


                                        By: /s/ George K. Webster
                                           ---------------------------
                                           Name:
                                           Title:


                                        PANDOLFI GROUP, INC.


                                        By: /s/ Richard Pandolfi
                                           ---------------------------
                                           Name:   Richard Pandolfi
                                           Title:  President


                                         /s/ Richard Pandolfi
                                        ------------------------------
                                        RICHARD PANDOLFI