CERTIFIED COPY OF RESOLUTION DULY ADOPTED BY THE
            BOARD OF DIRECTORS OF MILTOPE GROUP, INC.
               AT A MEETING HELD FEBRUARY 6th 1997


                          ************

     BE IT RESOLVED that the officers of the Corporation are
     hereby  authorized to execute and deliver a Consent  to
     the  execution  and delivery by Miltope Corporation  of
     Amendment  No.  1 to Credit Agreement amending  Miltope
     Corporation's  Credit Agreement dated January  1,  1995
     with  Regions  Bank (formerly First  Alabama  Bank)  in
     substantially  the  form of Consent  presented  to  the
     meeting,  a copy of which Consent and related Amendment
     No.  1  to  Credit Agreement shall be  filed  with  the
     minutes of this meeting.

     BE  IT  FURTHER  RESOLVED  that  the  officers  of  the
     Corporation  are  hereby  authorized  to  execute   and
     deliver  a  Consent to the execution  and  delivery  by
     Miltope   Corporation  of  Amendment  No.  2  to   Loan
     Agreement  amending Miltope Corporation's  and  Miltope
     Business Products, Inc.'s Loan Agreement dated July 27,
     1994 with Regions Bank (formerly First Alabama Bank) in
     substantially  the  form of Consent  presented  to  the
     meeting,  a copy of which Consent and related Amendment
     No. 2 to Loan Agreement shall be filed with the minutes
     of this meeting.


                           **********

     I,  the  undersigned Secretary of Miltope Group, Inc. hereby
certify  the  above  constitutes  a  true  and  correct  copy  of
resolutions  adopted at a meeting the Board of Directors  of  the
Corporation held on February 6th, 1997 and that the same have not
in  any way been modified or rescinded, but are in full force and
effect.
     
Dated this 6th day of February, 1997.

 
                                   /s/ James E. Matthews
                                   -------------------------------
                                   Secretary of Miltope Group, Inc.
<PAGE>
               AMENDMENT NO. 1 TO CREDIT AGREEMENT


     WHEREAS,  Regions  Bank (formerly, First  Alabama  Bank),  a
state  banking corporation organized under the laws of the  State
of  Alabama (the "Lender") and Miltope Corporation, a corporation
organized  under the laws of the State of Alabama (the "Company")
did  heretofore  enter into a Credit Agreement dated  January  1,
1995 (the "Credit Agreement"); and

     WHEREAS,  the  parties  thereto wish to  amend  said  Credit
Agreement as herein provided.

     NOW,  THEREFORE, for value received and in consideration  of
the  premises, it is hereby agreed the financial covenant of  the
Company contained in Section 4.07(iii) of the Credit Agreement is
amended by striking Section 4.07(iii) of the Credit Agreement and
substituting therefor the following:

     "Section 4.07
     
          (iii)      The  Company shall have a  minimum  net
     worth  of not less than $17,200,000 at fiscal year  end
     December 31, 1996.  Thereafter the Company shall have a
     minimum net worth at the end of each successive  fiscal
     year  equal to $17,200,000 plus 50% of net earnings  of
     the Company for all prior fiscal years commencing on or
     after January 1, 1997, without reduction for net after-
     tax losses for any such year."

     Except  as  hereby modified, all of the terms and conditions
of  the  Credit Agreement are hereby ratified and remain in  full
force and effect.

     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  and
delivered this Amendment No. 1 to Credit Agreement as of the  6th
day of February, 1997.


                                 REGIONS BANK
                                 (formerly FIRST ALABAMA BANK)


                                 By: /s/ L.O. Farris Jr.
                                     ----------------------------------------
                                     Its Executive Officer - Commercial Loans

ATTEST:

/s/ Lee Clamp
-------------------------
Its Senior Vice President

                                   MILTOPE CORPORATION


                                   By:  /s/ George K. Webster
                                        ---------------------
                                           Its President

ATTEST:

/s/ Edward F. Crowell
---------------------
Its Secretary





<PAGE>
                 CONSENT OF MILTOPE GROUP, INC.

     The  undersigned Miltope Group, Inc., a Delaware corporation
and a guarantor of the obligations of the Company under the above-
referenced Credit Agreement hereby consents to the Amendment  No.
1  to  Credit Agreement set forth above, votes its stock  in  the
Company   in  favor  of  the  above  set  forth  amendment,   and
acknowledges and agrees that its Guaranty Agreement dated January
12,  1995 in favor of Regions Bank (formerly First Alabama  Bank)
remains in full force and effect.

     IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
instrument  to  be executed by its duly authorized officers  this
6th day of February, 1997.


                                   MILTOPE GROUP, INC.


                                   By:  /s/ George K. Webster
                                        ---------------------
                                           Its President

ATTEST:

/s/ James E. Matthews
---------------------
Its Secretary

<PAGE>
           CONSENT OF MILTOPE BUSINESS PRODUCTS, INC.

     The  undersigned Miltope Business Products, Inc., a New York
corporation  and a guarantor of the obligations  of  the  Company
under  the  above-referenced Credit Agreement hereby consents  to
the  Amendment  No.  1 to Credit Agreement set  forth  above  and
acknowledges and agrees that its Guaranty Agreement dated January
12,  1995 in favor of Regions Bank (formerly First Alabama  Bank)
remains in full force and effect.

     IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
instrument  to  be executed by its duly authorized officers  this
6th day of February, 1997.

                                   MILTOPE   BUSINESS   PRODUCTS, INC.


                                   By:  /s/ George K. Webster
                                        ---------------------
                                          Its President

ATTEST:

/s/ Edward F. Crowell
---------------------
Its Secretary


<PAGE>
                AMENDMENT NO. 2 TO LOAN AGREEMENT


     WHEREAS,  Regions  Bank (formerly, First  Alabama  Bank),  a
state  banking corporation organized under the laws of the  State
of  Alabama (the "Lender") and Miltope Corporation, a corporation
formerly  organized under the laws of the State of New  York  and
Miltope  Business Products, Inc., a corporation  organized  under
the  laws of the State of New York (collectively the "Borrowers")
did  heretofore enter into a Loan Agreement dated July  27,  1994
(the "Loan Agreement"); and

     WHEREAS,  the Loan Agreement has heretofore been amended  by
Amendment to Loan Agreement dated October 3, 1994; and

     WHEREAS,  Miltope  Corporation  has  changed  its  state  of
organization to the State of Alabama; and

     WHEREAS, the parties thereto wish to further amend said Loan
Agreement as herein provided.

     NOW,  THEREFORE, for value received and in consideration  of
the premises, it is hereby agreed that the financial covenant  of
the  Borrowers  contained  in Section  7.1(h)(iii)  of  the  Loan
Agreement is amended by striking Section 7.1(h) (iii) of the Loan
Agreement and substituting therefor the following:

     "Section 7.1(h)
     
          (iii)      The Borrowers shall have a minimum  net
     worth  of not less than $17,200,000 at fiscal year  end
     December 31, 1996.  Thereafter, Borrowers shall have  a
     minimum net worth at the end of each successive  fiscal
     year  equal to $17,200,000 plus 50% of net earnings  of
     Borrowers for all prior fiscal years commencing  on  or
     after  January 1, 1997, without reduction for  negative
     earnings."

     Except  as  hereby modified, all of the terms and conditions
of the Loan Agreement, as previously amended, are hereby ratified
and remain in full force and effect.

     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  and
delivered  this Amendment No. 2 to Loan Agreement as of  the  6th
day of February, 1997.

                                REGIONS BANK
                                (formerly First Alabama Bank)
                           
                           By: /s/ L.O. Farris Jr.
                               ----------------------------------------
                               Its Executive Officer - Commercial Loans
ATTEST:

/s/ Lee Clapp
-------------------------
Its Senior Vice President

                                   MILTOPE CORPORATION

<PAGE>
                                   By:  /s/ George K. Webster
                                        ---------------------
                                          Its President

ATTEST:

/s/ Edward F. Crowell
---------------------
Its Secretary

                                   MILTOPE BUSINESS PRODUCTS, INC.


                                   By:  /s/ George K. Webster
                                   --------------------------
                                   Its President

ATTEST:

/s/ Edward F. Crowell
---------------------
Its Secretary


                      CONSENT OF GUARANTOR

     The  undersigned Miltope Group, Inc., a Delaware corporation
and  a  guarantor of the obligations of the Borrowers  under  the
above-referenced Loan Agreement hereby consents to the  Amendment
No.  2 to Loan Agreement set forth above, votes its stock in  the
Borrowers  in  favor  of  the  above  set  forth  amendment,  and
acknowledges  and agrees that its Guaranty Agreement  dated  July
27,  1994 in favor of Regions Bank (formerly First Alabama  Bank)
remains in full force and effect.

     IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
instrument  to  be executed by its duly authorized officers  this
6th day of February, 1997.

                                   MILTOPE GROUP, INC.


                                   By: /s/ George K. Webster
                                       ---------------------
                                       Its President
ATTEST:

/s/ James E. Matthews
---------------------
Its Secretary