Exhibit 10(t)


          OPTION NO. 95-ISO-

          ================================================================




                                  MILTOPE GROUP INC.



                     1995 Stock Option and Performance Award Plan

                                INCENTIVE STOCK OPTION

                                      Granted To




                                  GEORGE K. WEBSTER         
                             ---------------------------
                                       Optionee




                60,000                              $3.25 
          -----------------                  ---------------------
          Number of Shares                   Price  per Share  (Fair Market
                                             Value on Date of Grant)



          DATE GRANTED: August 7, 1995       EXPIRATION DATE: August 6, 2000
                        --------------                        --------------


          =================================================================

          <PAGE>

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

                    AGREEMENT  made  as of  this  7th day  of  August, 1995
          between MILTOPE  GROUP INC., a Delaware  corporation (hereinafter
          referred to as the "Company"), and GEORGE K. WEBSTER, residing at
          6410  Thistlewood Court,  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  7, 1995 (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  60,000  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 $3.25 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 Shares
          originally subject thereto (after giving effect to any adjustment
          pursuant to Section 9 hereof), on the dates indicated:

                        (i)   as  to 15,000  Shares on  or after  August 7,
                              1996;

                        (ii)  as  to 15,000  Shares on  or after  August 7,
                              1997;

                        (iii) as to  15,000 Shares on or  after August
                              7, 1998; and

                        (iv)  as  to 15,000  Shares on  or after  August 7,
                              1999.

                         (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.   Term of Option.  
                         --------------
          The term of the Option shall  be a period of five (5)  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  (as
          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
          purposes  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  then  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 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.

                    8.   Limitation on Exercisability.  
                         ----------------------------
          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 12 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:   Vice President, Finance and Chief Financial Officer.  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.  Acknowledgement of Employee.  
                         ---------------------------
          The  Employee represents 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 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/ Alvin E. Nashman
                                                  ------------------------
                                                  Name:  Alvin E. Nashman
                                                  Title: Chairman of the
                                                         Board


                                                  /s/ George K. Webster
                                             -----------------------------
                                                   George K. Webster


                                                      ###-##-####
                                             -----------------------------
                                                Social Security Number

          ATTEST:


          /s/ Leonard Gubar
          ------------------------
          Leonard Gubar, Secretary


          <PAGE>

                                                           EXHIBIT A

                      INCENTIVE STOCK OPTION EXERCISE FORM


                                             [DATE]


          Miltope Group Inc.
          500 Richardson Road South
          Hope Hull, Alabama  36043
          Attention:  Vice President and
                      Chief Financial Officer

          Dear Sirs:

                    Pursuant  to  the  provisions of  the  Incentive  Stock
          Option Agreement dated  as of  August 7, 1995,  whereby you  have
          granted to me an incentive stock option to  purchase up to 60,000
          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  in 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 or  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 purposes 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.