CERTIFIED COPY OF RESOLUTION DULY ADOPTED BY THE
      BOARD OF DIRECTORS OF MILTOPE BUSINESS PRODUCTS, INC.
              AT A MEETING HELD FEBRUARY 6th, 1997
     
     
                           **********
     
     BE  IT  RESOLVED that the officers of the  Company  are
     hereby  authorized to execute and deliver an  Amendment
     No.  2  to  Loan Agreement amending the Company's  Loan
     Agreement  dated  July  27,  1994  with  Regions   Bank
     (formerly  First  Alabama Bank) to modify  one  of  the
     financial covenants contained therein as set  forth  in
     form of Amendment No. 2 to Loan Agreement presented  to
     the  meeting, a copy of which shall be filed  with  the
     minutes of this meeting.
     
     BE IT FURTHER RESOLVED that the officers of the Company
     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 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.
     
     
                           **********
     
     I,  the  undersigned Secretary of Miltope Business Products,
Inc. hereby certify the above constitutes a true and correct copy
of  resolutions adopted at a meeting of the Board of Directors of
the  Company 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not  in any way been modified or rescinded, but are in full force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/ Edward F. Crowell
                                    -----------------------------
                                    Secretary of Miltope Business
                                    Products, Inc.
     
<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

<PAGE>
                                   MILTOPE CORPORATION


                                   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
<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 Clapp
-------------------------
Its Senior Vice President

<PAGE>
                                   MILTOPE CORPORATION


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

ATTEST:

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






                 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