Exhibit 10(u)


          OPTION NO. 95-ISO-

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




                                  MILTOPE GROUP INC.



                     1995 STOCK OPTION AND PERFORMANCE AWARD PLAN

                                INCENTIVE STOCK OPTION

                                      GRANTED TO




                                    JAMES MATTHEWS
                               ------------------------
                                       OPTIONEE




              20,000                                   $2.875
        --------------------               ----------------------------
          Number of Shares                 Price per Share (Fair Market
                                           Value on Date of Grant)



        DATE GRANTED: November 8, 1995     EXPIRATION DATE: November 7, 2005
                      ----------------                      ----------------

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


          <PAGE>


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

                    AGREEMENT made as  of this  8th day  of November,  1995
          between MILTOPE  GROUP INC., a Delaware  corporation (hereinafter
          referred  to as the  "Company"), and JAMES  MATTHEWS, residing at
          604  Stonehedge  Drive,  Vestal,   New  York  13850  (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 November 8, 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  20,000 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 $2.875 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 5,000 Shares on or after November 8, 
                              1996;

                        (ii)  as to 5,000 Shares on or after November 8, 
                              1997;

                       (iii)  as to  5,000 Shares  on or after  November 8,
                              1998; and

                        (iv)  as to 5,000 Shares on or after November 8 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  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  (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:  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.  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  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/ George K. Webster
                                                  -------------------------
                                             Name:  George K. Webster
                                             Title: President and
                                                    Chief Executive Officer


                                                  /s/ James Matthews
                                             ------------------------------
                                                       James Matthews


                                                       ###-##-####
                                             ------------------------------
                                                  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:  Secretary

          Dear Sirs:

                    Pursuant to  the  provisions  of  the  Incentive  Stock
          Option Agreement dated as  of November 8, 1995, whereby  you have
          granted to me an incentive stock option to purchase 20,000 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.