<DOCUMENT>









                                                                                                                            



                                                                                                                                 
   


                                                                                                                                    



                                                                                                                     
               


              
SECURITIES AND EXCHANGE COMMISSION                                                                                   



                     Washington, D.C.  20549                          
EXHIBIT 4.1                             
                                                                                                                                                                          



                            FORM 8-A                                                                                                 


                                                                                                                                    



       
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES                                                                            


                
PURSUANT TO SECTION 12(B) OR 12(G) OF THE                                                                               



                       EXCHANGE ACT OF 1934                                                                                     


                                                                                                                                    



                    LOGIC DEVICES INCORPORATED                                                                                       


             
(Exact name of registrant as specified in its charter)                                                                        



                                                                                                                                     


                                                                                                                                    



     
CALIFORNIA                                    94-2893789                                                                      



 (state
of incorporation or organization)     
(IRS Employer I.D. No.)                                                               


          
                                                                                                                          


    1320
ORLEANS DRIVE, SUNNYVALE, CA                 
94089                                                                        



            (Address
of principal executive offices)          
(Zip Code)                                                                      



                                                                                                                        
            


 If  this 
Form  relates  to 
the        If this Form relates to
the registration                                                      


 registration  of a class of
debt       of a class of debt securities
and  is to                                                      


 securities and is effective upon      become  effective   simultaneously  with                                                      


 filing   pursuant   to  
General        the  effectiveness   of   a   concurrent                                                      


 Instruction   A(c)(1),    please       registration    statement    under  
the                                                      


 check
the following box.             
Securities  Act  of 
1933   pursuant  to                                                      


                                                    General   Instruction   A(c)(2),  please                                                      


                                                    check  the 
following  box.                                                                   


                                                                                                             
                       


                       ____________________________                                                                                 



                                                                                                 
                                   


   
Securities to be registered pursuant to Section 12(g) of the Act:                                                                


                                                                                     
                                               


                                                                             Name of each
on                                                               


    TITLE
OF EACH CLASS                               
WHICH REGISTERED                                                              


         
None                                                                      None                                                                    



                                                                                                                                     


   
Securities to be registered pursuant to Section 12(g) of the Act:                                                                


                                                                                                                                     


                     PREFERRED SHARE PURCHASE RIGHTS                                                                                



                                           
b(Title of Class)                                                                                       



                                                                                                                                    



                                                                                                                                     


             
INFORMATION REQUIRED IN REGISTRATION STATEMENT                                                                   



             
                                                                                                                       


                                                                                                                                    



 ITEM 1.
DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.                                                                   



                                                                                                                           
         


    
On  April  29, 
1997,  the  Board 
of  Directors  of 
Logic  Devices                                                            


 Incorporated (the "Company") declared a dividend of one
preferred  share                                                            


 purchase  right (a
"Right") for each outstanding share of common stock,                                                             


 no par
value  per  share,  of  the 
Company  (the  "Common Stock").  The                                                            


 dividend
of the Rights is payable on May l, 1997, to the shareholders of                                                            


 record
as of May 1, 1997 (the "Record Date").  Each  Right  entitles the                                                            


 registered  holder  thereof, 
under  certain limited circumstances,  to                                                             


 purchase
from the Company one one-hundredth 
of  a  share  of  Series 
B                                                            


 Junior
Participating Preferred Stock, no par value, of the Company (the                                                             


 "Preferred Stock") at a price of $12.00 per one
one-hundredth of a share                                                            


 of  Preferred 
Stock (the "Purchase Price"), subject to adjustment.  The                                                            


 description and  terms of
the Rights are set forth in a Rights Agreement                                                            


 dated as
of April 30, 1997, as the same may be amended from time to time                                                            


 (the
"Rights Agreement"), 
between  the  Company and American Securities                                                            


 Transfer
& Trust, Inc., as Rights Agent (the "Rights Agent").                                                                       


                                                                                                                                    



    
Until  the  earlier 
to  occur  of (i) 10 days  following  a  public                                                            


 announcement that a person or group of  affiliated or associated persons                                                            


 (with
certain exceptions, an "Acquiring Person") has acquired
beneficial                                                            


 ownership of 15% or more of the outstanding  shares 
of  Common Stock or                                                            


 (ii) 10
business days (or such later date as may be determined by action                                                            


 of the
Board of Directors prior to such time as any person  or  group of                                                           



 affiliated   persons   becomes 
an  Acquiring  Person) 
following  the                                                              


 commencement of, or announcement of an intention to make, a tender
offer                                                            


 or  exchange  offer the consummation 
of  which  would 
result  in  the                                                             


 beneficial ownership 
by  a  person  or  group 
of  15%  or  more of the                                                            


 outstanding  shares 
of  Common Stock (the earlier of
such dates  being                                                             


 called
the "Distribution Date"), 
the  Rights  will 
be  evidenced, with                                                  
         


 respect
to any of the Common Stock certificates outstanding  as  of  the                                                            


 Record
Date, by such Common Stock certificate together with a copy of  a                                                            


 Summary  of  Rights 
which  is being mailed to holders
of record of the                                                             


 Company's common stock on the 
Record  Date  or as soon thereafter as is                                                            


 practicable.                                                                                                                       



                                                                                       
                                             


     The
Rights Agreement provides that, until 
the Distribution Date (or                                                            


 earlier
expiration of the Rights), the Rights will 
be  transferred with                                                           



 and only
with the Common Stock.  Until the
Distribution Date (or earlier                                                            


 expiration of the Rights), new Common Stock certificates  issued 
after                                                            



 the  Record 
Date  upon  transfer 
or new issuances of Common Stock will                                                            


 contain
a notation incorporating the 
Rights  Agreement  by 
reference.                                                             


 Until  the  Distribution Date (or earlier expiration of
the Rights), the                        
                                   


 surrender for 
transfer  of  any certificates for shares of Common Stock                                                            


 outstanding as of the Record Date,  even without such notation or a copy                                                            


 of this
Summary of Rights, will also 
constitute  the  transfer 
of  the                                                            


 Rights  associated  with the shares of Common Stock represented
by such                                                             


 certificate.  As soon  as 
practicable  following the Distribution
Date,                                                            


 separate
certificates evidencing the Rights 
("Right Certificates") will                                                            


 be
mailed to holders of record of the Common Stock  as  of  the close of                                                            


 business  on the
Distribution Date and such separate Right Certificates                                                             


 alone
will evidence the Rights.                                                                                                    



                                                                                                                                     


     The
Rights  are  not  exercisable  until the Distribution Date.  The                                                            


 Rights  will expire on April
29, 2007 (the  "Final  Expiration 
Date"),                                                             


 unless
the  Final  Expiration Date is advanced or extended or unless the                                                           



 Rights
are earlier redeemed or exchanged by the Company, in each case as                                                            


 described below.                                                                                                                   



    The Purchase Price  payable 
and  the  number of shares of Preferred                                                            


 Stock or
other securities or property issuable, 
if  the  Rights  become                                                  
         


 exercisable  and  they are properly exercised, is subject to
adjustment                                                            



 from
time to time to  prevent  dilution 
(i)  in  the  event  of a stock                                                            


 dividend
on, or a subdivision, combination or reclassification  of,  the                                                           



 Preferred  Stock, (ii) upon
the grant to holders of the Preferred Stock                                                             


 of
certain rights  or  warrants 
to  subscribe for or purchase
Preferred                                                            


 Stock at
a price, or securities convertible  into
Preferred Stock with a                                                            


 conversion  price,  less 
than  the then-current market  price 
of  the                                                             


 Preferred  Stock  or (iii) upon the  distribution  to  holders 
of  the                                                             


 Preferred  Stock of
evidences  of  indebtedness  or  assets 
(excluding                                                             


 regular
periodic cash dividends or dividends payable in Preferred Stock)                                                            


 or of
subscription  rights  or 
warrants  (other  than those referred to                                                            


 above).                                                                                                                            



                                                                                     
                                               


    
The  number of outstanding Rights
is subject to  adjustment  in 
the                                                            


 event of
a  stock  dividend  on  the 
Common  Stock payable in shares
of                                                            


 Common  Stock or
subdivisions, consolidations or 
combinations  of  the                                                             


 Common
Stock  occurring,  in 
any  such  case, prior to the Distribution                                                            


 Date.                                                                                                                              



                                                                                                                                     


    
Shares of Preferred Stock purchasable 
upon  exercise  of the Rights                                                            


 will not
be redeemable.  Each one one-hundredth
of a share of  Preferred                                                            


 Stock  will  be 
entitled,  when, as and if
declared, to a preferential                                                             


 quarterly dividend payment equal 
to  the  greater of: (a) $0.01 per one                                                            


 one-hundredth   of  a share and (b) an amount  equal 
to  the  dividend                                                             


 declared
per share of  Common  Stock.  
In  the  event  of  liquidation,                                                            


 dissolution or winding up of the Company, the holders of the  each 
one                                                            



 one-hundredth  of 
a  share  of 
Preferred  Stock  will be entitled to a                                                            


 preferential payment equal to the greater of:  (a) $1.00 
per  one  one-                                                            


 hundredth of a share (plus any accrued but unpaid dividends) and
(b) the                                                            


 payment
to be made per share of Common Stock. 
Each one one-hundredth of                                                            


 a share
of Preferred Stock will have one vote, voting together with the                                                             


 Common  Stock.   Finally, 
in  the event of any merger, consolidation
or                                                            


 other  transaction in which
outstanding  shares  of 
Common  Stock  are                                                             


 converted  or  exchanged, each one one-hundredth of a share
of Preferred                                                            


 Stock
will be entitled to receive an amount equal to the amount received                                                            


 per
share of Common  Stock.   These 
rights  are  protected by customary                                                            


 antidilution provisions.                                                                                                
           


                                                                                                                                    



    
Because of the nature of the Preferred Stock's dividend,
liquidation                                    
                       


 and  voting rights, the value of the one
one-hundredth  interest  in 
a                                                             


 share of
Preferred Stock purchasable upon exercise of each Right (if and                                                            


 when  it   becomes 
excercisable  and  is 
properly  exercised)  should                                                             


 approximate the value of one share of Common Stock.                                                                                 


                                                                                                                                    



     In
the event  that  any 
person or group of affiliated or associated                                                            


 persons
becomes an Acquiring Person,  each
holder of a Right, other than                                                            


 Rights
beneficially owned by the Acquiring 
Person (which will thereupon                                                            


 become
void), will thereafter have the right to receive upon exercise of                                                            


 a Right
that number of shares of Common Stock 
having  a market value of                                                            


 two
times the exercise price of the Right.                                                                                         



                                                                                                                                     


     In
the event that, after a person or group has become  an  Acquiring                                                           



 Person,  the  Company 
is  acquired  in 
a  merger  or 
other  business                                                             


 combination 
transaction  or 50% or more of
its consolidated assets  or                                                             


 earning
power are sold, proper  provisions  will 
be  made  so that each                                                            


 holder
of a Right, other than Rights beneficially owned by an  Acquiring                                                            


 Person
(which will have become void), will thereafter have the right  to                                                            


 receive  upon  the 
exercise of a Right that number of shares of common                                                   
         


 stock of
the person with  whom  the Company has engaged in the
foregoing                                                           



 transaction (or its parent) that 
at the time of such transaction have a                                                            


 market
value of two times the exercise price of the Right.                                                                         



     At
any time after any person or  group  becomes 
an Acquiring Person                                                            


 and
prior to the earlier of one of the events described  in the previous                                                            


 paragraph or the acquisition by such Acquiring Person of 50%  or more of                                                            


 the
outstanding shares of Common Stock, the Board of Directors  of 
the                                                 
           


 Company  may  exchange 
the  Rights  (other 
than  Rights  owned by such                                                            


 Acquiring Person which will have become void), in whole or in  part, for                                                            


 shares
of Common Stock or Preferred Stock (or a series of the Company's                                                             


 preferred  stock  having equivalent rights, preferences and
privileges),                                                            


 at an
exchange ratio of one share of Common Stock, or a fractional share                                                            


 of
Preferred Stock  (or  other 
preferred  stock)  equivalent 
in  value                                                            


 thereto,
per Right.                                                                                                                



                                                                         
                                                           


     With
certain exceptions, no adjustment in the Purchase Price will be                                                            


 required
until cumulative adjustments require an adjustment of at least                                                             


 1%  in 
such Purchase Price.  No
fractional shares of Preferred Stock or                                                            


 Common
Stock  will  be  issued  (other than fractions of Preferred
Stock                                                            


 which  are  integral 
multiples of one  one-hundredth  of 
a  share  of                                                             


 Preferred Stock, which may, at the election of the Company, be
evidenced                                                            


 by
depository receipts),  and in lieu
thereof an adjustment in cash will                                                            


 be made
based on the current  market price of
the Preferred Stock or the                                                            


 Common
Stock.                                                                                                                      



             
                                                                                                                       


     At
any time prior to the time  an Acquiring
Person becomes such, the                                                            


 Board of
Directors of the Company may 
redeem  the  Rights in whole, but                                                           



 not in
part, at a price of $.01 per Right (the "Redemption Price").  The                                                            


 redemption of the Rights may be made effective at such  time, 
on  such                                                             


 basis  and  with 
such  conditions as the Board of
Directors in its sole                                                            


 discretion may establish.  
Immediately  upon  any 
redemption  of  the                                                             


 Rights,  the  right 
to  exercise the Rights will
terminate and the only                                                            


 right of
the holders of Rights will be to receive the Redemption Price.                                                             


                                                                                       
                                             


     For
so long as the Rights  are  then 
redeemable,  the  Company may,                                                            


 except
with respect to the redemption price, amend the Rights  Agreement                                                            


 in  any manner. 
After the Rights are no longer redeemable, the Company                                                 
           


 may,
except  with  respect  to  the 
redemption  price, amend the
Rights                                                            


 Agreement in any manner that does not adversely affect  the interests of                                                            


 holders
of the Rights.                                                                                                             



                                                                                                 
                                   


    
Until  a  Right 
becomes  exercisable  and is properly exercised  or                                                            


 exchanged, the holder thereof, as the holder  of 
a  Right, will have no                                                            


 rights
as a shareholder of the Company, including, without  limitation,                                                             


 no right
to vote or to receive dividends.                                                                                           


                                                                                                                                    



    
The  form of Rights Agreement
between the Corporation and the Rights                                                            


 Agent
specifying  the  terms 
of  the  Rights,  together  the 
Exhibit A                                                           



 thereto,
the form of Certificate of Determination specifying the  terms                                                             


 of the
Series B Junior Participating Preferred Stock; Exhibit B thereto,                                                            


 the  form 
of  Right  Certificate;  and  Exhibit  C thereto, the form of                                                            


 Summary  of Rights to
Purchase Series B Junior Participating 
Preferred                                                             


 Stock,
are  attached  hereto  as  exhibits 
and  incorporated  herein by                                                            


 reference.   The  foregoing 
description of the Rights is qualified 
by                                                             


 reference to those exhibits.                                                                                                       



 ITEM 2.
EXHIBITS.                                                                                                                  



                                                                                                                                    


    
(1)  Rights Agreement dated  as 
of  April  30, 
1997, between Logic                                                            


         
Devices Incorporated and American Securities  Transfer & Trust,                                                            


         
Inc.,  as  Rights 
Agent.   The  Rights 
Agreement includes  as                                                            


         
Exhibit A the form of Certificate of Determination  of Series B                                                            


         
Junior Participating Preferred Stock; as Exhibit B, the form of                                                            


         
Right Certificate; and as Exhibit C, the form of the Summary of                                                            


         
Rights  to  Purchase 
Series  B  Junior Participating Preferred                                                            


         
Stock.                                                                                                                    



             
                                                                                                                       


    
(2)  Press Release dated
April  29, 1997.                                                                                      



                                                                                                                                    


                                                                                                                           
         


                                SIGNATURES                                                                                          



                                                                                                               
                     


    
Pursuant to the requirements of Section 12 of the Securities                                                                   



 Exchange
Act of 1934, the registrant has duly caused this registration                                                              


 statement to be signed on its behalf by the undersigned, thereto
duly                                                               


 authorized.                                                                           
                                             


                                             LOGIC DEVICES
INCORPORATED                                                              


                                             By: /s/ Todd J.
Ashford                                                                 


                                                     Todd J.
Ashford                                                                 


                                                 Print Name and Title                                                                


 Date:May
2, 1997                                                                                                                   



 EXHIBIT
1                                         
                                                                                 


                                                                                                                                    



                                                                                                                                     


             
LOGIC DEVICES INCORPORATED                                                                                            



                                                                                                                                     


                                        AND                                                                                                       



               
                                                                                                                     


       
AMERICAN SECURITIES TRANSFER & TRUST, INC.,                                                                                 



                              AS RIGHTS AGENT                                                                                                 



                                                                                                                             
       


                                                                                                                                    



                                                                                                                 
                   


                                                                                                                                    



                              RIGHTS AGREEMENT                                                                                                



                                                                                                                         
           


                           
DATED AS OF APRIL 30, 1997                                                                                           



                                                                                                             
                       


                               TABLE OF CONTENTS                                                                                                



                                                                PAGE                                                                         


                                                                                                                                    



 Section
1. Certain Definitions ..........................1                                                                          


                                                                                                                                    



 Section
2. Appointment of Rights Agent ..........5                                                                          


                                                                                                                                    



 Section
3. Issue of Right Certificates ................5                                                                          


                                                                                                                                    



 Section
4. Form of Right Certificates ...............7                                                                         



                                                                                                                                    



 Section
5. Countersignature and Registration ....7                                                                         



                                                                                                                                    



 Section
6. Transfer, Split Up, Combination and Exchange of Right                                                                   



        
Certificates; Mutilated, Destroyed, Lost or Stolen Right                                                                   



        
Certificates ..............................................8                                                                         



                                                                                                                                    



 Section
7. Exercise of Rights; Purchase Price;                                                                                     



        
Expiration Date of Rights...........................8                                                                          


                                                                                                                                    



 Section
8. Cancellation and Destruction of Right                                                                                    


        
Certificates................................................9                                                                         



                                                                                                   
                                 


 Section
9. Availability of Shares of Preferred Stock ...10                                                                         



                                                                                                                                    



 Section
10. Preferred Stock Record Date ........11                                                                          


                                                                                                                                    



 Section
11. Adjustment of Purchase Price, Number and Kind of Shares and                                                             


        
Number of Rights ....................................11                                                                         



                                                                                                 
                                   


 Section
12. Certificate of Adjusted Purchase Price or Number                                                                       



        
of Shares.................................................18                                                                          


                                                                                                                                    



 Section
13. Consolidation, Merger or Sale or Transfer of Assets or                                                                  


        
Earning Power ........................................18                                                                         



                                                                                                                                     


 Section
14. Fractional Rights and Fractional Shares ....21                                                                         



                                                                                                                                     


 Section
15. Rights of Action ............................22                                                                         



                                                                                                                                     


 Section
16. Agreement of Right Holders ..........23                                                                         



                                                                                                                                     


 Section
17. Right Certificate Holder Not Deemed a                                                                                  



        
Shareholder............................................ 23                                                                         



                                                                                                                                    



 Section
18. Concerning the Rights Agent .........23                                                                         



                                                                                                                           
         


 Section
19. Merger or Consolidation or Change of Name of Rights                                                                    



        
Agent...................................................... 24                                                    
                     


 Section
20. Duties of Rights Agent ...................24                                                                         



                                                                                                   
                                 


 Section
21. Change of Rights Agent .................26                                                                         



                                                                                       
                                             


 Section
22. Issuance of New Right Certificates .27                                                                         



                                                                                                                                    



 Section
23. Redemption ...................................27                                                                          


                                                                                                                                    



 Section
24. Exchange ......................................28                                                                          


                                                                                                                                    



 Section
25. Notice of Certain Events ...............29                                                                          


                                                                                                                                    



 Section
26. Notices ........................................29                                                                          


                                                                                                                                    



 Section
27. Supplements and Amendments .....30                                                                          


                                                                                                                                    



 Section
28. Successors ..................................30                                                                          


                                                                                                                                    



 Section
29. Benefits of this Agreement ............31                                                                         



                                                                                                                                    



 Section
30. Determinations and Actions by the Board of                                                                             



        
Directors................................................ 31                                                                         



                                                                                                                                     


 Section
31. Severability ...................................31                                                                         



             
                                                                                                                       


 Section
32. Governing Law ..............................31                                                                         



                                                                                                                                    


 Section
33. Counterparts ..................................31                                                                          


                                                                                                                                    



 Section
34. Descriptive Headings ......................31                                                                          


                                      RIGHTS AGREEMENT                                                                                       



                                                                                                   
                                 


     THIS
RIGHTS AGREEMENT, dated as of April 30, 1997 (this "Agreement"),                                                           


 is by
and between LOGIC DEVICES INCORPORATED, a California corporation (the                                                         


 "Company"), and AMERICAN SECURITIES TRANSFER &
TRUST, INC., a Colorado                                                              


 corporation, as Rights Agent (the "Rights Agent").                                                                                 



                                                                                                             
                       


                                          RECITALS                                                                                          



                                                                                                 
                                   


     The
Board of Directors of the Company has authorized and declared a                                                             


 dividend  of one preferred
share purchase right (a "Right") for each share                                                          


 of
Common Stock (as hereinafter defined) of the Company outstanding as of                                                           


 the
Close of Business (as defined below) on May 1, 1997 (the "Record                                                                


 Date"), each Right representing the right to purchase one
one-hundredth                                                             


 (subject
to adjustment) of a share of Preferred Stock (as hereinafter                                                               


 defined), upon the terms and subject to the conditions herein set
forth,                                                            


 and has
further authorized and directed the issuance of one Right (subject                                                          


 to
adjustment as provided herein) with respect to each share of Common                                                              


 Stock
that shall become outstanding between the Record Date and the earlier                                                         


 of the
Distribution Date and the Expiration Date (as such terms are                                                                 


 hereinafter defined); PROVIDED, HOWEVER, that Rights may be issued
with                                                             


 respect
to shares of Common Stock that shall become outstanding after the                                                           


 Distribution Date and prior to the Expiration Date in accordance
with                                                               


 Section
22.                                                                                                                        



                                                                                                                                    


    
Accordingly, in consideration of the premises and the mutual
agreements                                                         


 herein
set forth, the parties hereby agree as follows:                                                                             



                                                                                                               
                     


    
SECTION 1.  CERTAIN
DEFINITIONS.  For purposes of this
Agreement, the                                                          



 following terms have the meaning indicated:                                                                                         


                                                                                                                                    



         
(a)   "Acquiring
Person" shall mean any Person (as such term is                                                            


 hereinafter defined) who or which shall be the Beneficial Owner
(as such                                                            


 term is
hereinafter defined) of 15% or more of the shares of Common Stock                                                           


 then
outstanding, but shall not include an Exempt Person (as such term is                                                           


 hereinafter defined); PROVIDED, HOWEVER, that (i) if the Board of
Directors                                                         


 of the
Company determines in good faith that a Person who would otherwise                                                           


 be an
"Acquiring Person" became such inadvertently (including, without                                                              


 limitation, because (A) such Person was unaware that it
beneficially owned                                                          


 a
percentage of Common Stock that would otherwise cause such Person to be                                                           


 an
"Acquiring Person" or (B) such Person was aware of the extent of
its                                                             


 Beneficial Ownership of Common Stock but had no actual knowledge
of the                                                             


 consequences of such Beneficial Ownership under this Agreement)
and without                                                         


 any intention
of changing or influencing control of the Company, and if                                                             


 such
Person as promptly as practicable divested or divests itself of                                                                


 Beneficial Ownership of a sufficient number of shares of Common
Stock so                                                            


 that
such Person would no longer be an "Acquiring Person," then such
Person                                       
                 


 shall
not be deemed to be or to have become an "Acquiring Person" for
any                                                           


 purposes
of this Agreement; (ii) if, as of the date hereof, any Person is                                                           


 the
Beneficial Owner of 15% or more of the shares of Common Stock                                                                   


 outstanding, such Person shall not be or become an "Acquiring
Person"                                                               


 unless
and until such time as such Person shall become the Beneficial Owner                                                         


 of an
additional 1% or more of the shares of Common Stock (other than                                                               


 pursuant
to a dividend or distribution paid or made by the Company on the                                                           


 outstanding Common Stock in shares of Common Stock or pursuant to
a split                                                           


 or
subdivision of the outstanding Common Stock), unless, upon becoming the                                                          


 Beneficial Owner of such additional shares of Common Stock, such
Person is                                                          


 not then
the Beneficial Owner of 15% or more of the shares of Common Stock                                                          


 then
outstanding; (iii) no person shall become an "Acquiring Person"
of                                                             


 shares
of Common Stock of the Company which are acquired by such person                                                             


 pursuant
to a transaction or series of related transactions approved, in                                                            


 advance,
by a majority of the Continuing Directors (as such term is                                                                 


 hereinafter defined) of the Company provided that such majority of
the                                                              


 Continuing Directors also constitutes a majority of the Board of
Directors;                                                         


 (iv) no
Person shall become an "Acquiring Person" as the result of an                                                               


 acquisition of shares of Common Stock by the Company  or a Subsidiary of                                                            


 the
Company which, by reducing the number of shares outstanding, increases                                                          


 the
proportionate number of shares of Common Stock beneficially owned by                                                            


 such
Person to 15% or more of the shares of Common Stock then outstanding,                                                          


 PROVIDED, HOWEVER, that if a Person shall become the Beneficial
Owner of                                                            


 15% or
more of the shares of Common Stock then outstanding by reason of                                                             


 such
share acquisitions by the Company or a Subsidiary of the Company and                                                           


 shall
thereafter become the Beneficial Owner of an additional 1% or more of                                                         


 the
shares of Common Stock (other than pursuant to a dividend or                                                                   



 distribution paid or made by the Company on the outstanding Common
Stock in                                                         


 shares
of Common Stock or pursuant to a split or subdivision of the                                                                 


 outstanding Common Stock), then such Person shall be deemed to be
an                                                                


 "Acquiring Person" unless upon becoming the Beneficial
Owner of such                                                                


 additional shares of Common Stock such Person does not
beneficially own 15%                                                         


 or more
of the shares of Common Stock then outstanding.  For all purposes                                                           


 of this
Agreement, any calculation of the number of shares of Common Stock                                                          


 outstanding at any particular time, including for purposes of
determining                                                           


 the
particular percentage of such outstanding shares of Common Stock of                                                             


 which
any Person is the Beneficial Owner, shall be made in accordance with                                                          


 the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and                                                                   


 Regulations under the Securities Exchange Act of 1934, as amended
(the                                                              


 "Exchange Act"), as in effect on the date hereof.   Notwithstanding the                                                             


 foregoing, neither Stephen A. Hellerstein, as trustee of various
trusts                                                             


 existing
as of the date of this Agreement, BRT Partnership, an Illinois                                                             


 general
partnership, Windy City, Inc., a Delaware corporation, Walnut                                                               


 Capital
Corp., a Delaware corporation, nor any of their respective                                                                  


 officers, directors, trustees, 10% or greater beneficial owners,
Affiliates                                                         


 and
Associates, either individually or together, shall be deemed to be an                                                           


 Acquiring Person.                                                                                           
                       


                                                                                                                                    



       
(b)   "Affiliate" and
"Associate" shall have the respective meanings                                                         


 ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations                                                           


 under
the Exchange Act, as in effect on the date hereof.                                                                            


                                                                                                                                    



       
(c)   A Person shall be deemed
the "Beneficial Owner" of, shall be                                                           


 deemed
to have "Beneficial Ownership" of and shall be deemed to                                                                    



 "beneficially own" any securities:                                                                                                  


                                                                                                                                    



             
(i)  which such Person or any of
such Person's Affiliates or                                                           


 Associates is deemed to beneficially own, directly or indirectly,
within                                                            


 the
meaning of Rule l3d-3 of the General Rules and Regulations under the                                                            


 Exchange
Act as in effect on the date hereof;                                                                                      



                                                                                                                                     


             
(ii)  which such Person or any of
such Person's Affiliates or                                                          


 Associates has (A) the right to acquire (whether such right is
exercisable                                                          


 immediately or only after the passage of time) pursuant to any
agreement,                                                           


 arrangement
or understanding (other than customary agreements with and                                                              


 between
underwriters and selling group members with respect to a bona fide                                                
         


 public
offering of securities), or upon the exercise of conversion rights,                                                          


 exchange
rights, rights, warrants or options, or otherwise; PROVIDED,                                                               


 HOWEVER,
that a Person shall not be deemed the Beneficial Owner of, or to                                                           


 beneficially own, (x) securities tendered pursuant to a tender or
exchange                                                          


 offer
made by or on behalf of such Person or any of such Person's                                                                   


 Affiliates or Associates until such tendered securities are
accepted for                                                            


 purchase, (y) securities which such Person has a right to acquire
upon the                                                          


 exercise
of Rights at any time prior to the time that any Person becomes an                                                         


 Acquiring Person or (z) securities issuable upon the exercise of
Rights                                                             


 from and
after the time that any Person becomes an Acquiring Person if such                                                         


 Rights
were acquired by such Person or any of such Person's Affiliates or                                                           


 Associates prior to the Distribution Date or pursuant to Section
3(a) or                                                            


 Section
22 hereof ("Original Rights") or pursuant to Section 11(i) or                                                               


 Section
11(n) with respect to an adjustment to Original Rights; or (B) the                                                          


 right to
vote pursuant to any agreement, arrangement or understanding;                                                              


 PROVIDED, HOWEVER, that a Person shall not be deemed the
Beneficial Owner                                                           


 of, or
to beneficially own, any security by reason of such agreement,                                                               


 arrangement or understanding if the agreement, arrangement or
understanding                                                         


 to vote
such security (1) arises solely from a revocable proxy or consent                                                           


 given to
such Person in response to a public proxy or consent solicitation                                                          


 made
pursuant to, and in accordance with, the applicable rules and                                                                  


 regulations promulgated under the Exchange Act and (2) is not also
then                                                             


 reportable on Schedule 13D under the Exchange Act (or any
comparable or                                                             


 successor report); or                                                                                                              



                                                                                                                                     


             
(iii)  which are beneficially
owned, directly or indirectly,                                                           


 by any
other Person and with respect to which such Person or any of such                                                            


 Person's
Affiliates or Associates has any agreement, arrangement or                                                                 


 understanding
(other than customary agreements with and between                                                                    



 underwriters and selling group members with respect to a bona fide
public                                                           


 offering
of securities) for the purpose of acquiring, holding, voting                                                               


 (except
to the extent contemplated by the proviso to Section 1(c)(ii)(B))                                                           


 or
disposing of such securities of the Company; PROVIDED, HOWEVER, that no                                                          


 Person
who is an officer, director, trustee or employee of an Exempt Person                                                         


 shall be
deemed, solely by reason of such Person's status or authority as                                                           


 such, to
be the "Beneficial Owner" of, to have "Beneficial
Ownership" of or                                                         


 to
"beneficially own" any securities that are "beneficially
owned" (as                                                              


 defined
in this Section l(c)), including, without limitation, in a                                                                  


 fiduciary capacity, by an Exempt Person or by any other such
officer,                                       
                       


 director, trustee or employee of an Exempt Person.                                                                                 



                                                                                                 
                                   


       
(d)   "Business Day"
shall mean any day other than a Saturday, a                                                             


 Sunday
or a day on which banking institutions in the State of California or                                                         


 the city
in which the principal office of the Rights Agent is located are                                                           


 authorized or obligated by law or executive order to close.                                                                         


                                                                                                                                    



       
(e)   "Close of
Business" on any given date shall mean 5:00 P.M.,                                                            


 San
Jose, California time, on such date; PROVIDED, HOWEVER, that if such                                                            


 date is
not a Business Day it shall mean 5:00 P.M., San Jose, California                                                            


 time, on
the next succeeding Business Day.                                                                                         



                                                                                                                                     


       
(f)   "Common Stock"
when used with reference to the Company shall                                                           


 mean the
Common Stock, presently no par value per share, of the Company.                                                            


 "Common Stock" when used with reference to any Person
other than the                                                                


 Company
shall mean the common stock (or, in the case of an unincorporated                                                           


 entity,
the equivalent equity interest) with the greatest voting power of                                                           


 such
other Person or, if such other Person is a subsidiary of another                                                               


 Person,
the Person or Persons which ultimately control such first-mentioned                                               
         


 Person.                                                                                                                            



                                                                                                               
                     


       
(g)   "Common Stock
Equivalents" shall have the meaning set forth in                                                         


 Section
11(a)(iii) hereof.                                                                        
                                 


                                                                                                                                    



       
(h)   "Continuing
Director" shall mean any member of the Board of                                                            


 Directors of the Company, while such person is a member of the
Board of                                                             


 Directors, who is not an Acquiring Person, or an Affiliate or
Associate of                                                          


 an
Acquiring Person, and who either (i) was a member of the Board of                                                    
           


 Directors prior to the Stock Acquisition Date, or (ii)
subsequently became                                                          


 a member
of the Board of Directors and whose nomination for election or                                                             


 election
to the Board of Directors was recommended or approved by a                                                                 


 majority
of the Continuing Directors then on the Board of Directors.                                                                


                                                                                                                                    



       
(i)   "Current Value"
shall have the meaning set forth in Section                                                            


 11(a)(iii) hereof.                                                                                                                 



                                                                         
                                                           


       
(j)   "Distribution
Date" shall have the meaning set forth in                                                                


 Section
3 hereof.                                                                                                                   


                                                                                                                                    



       
(k)   "Equivalent Preferred
Shares" shall have the meaning set forth                                                         


 in
Section 11(b) hereof.                                                                                                           



                                                                                                                                     


       
(l)   "Exempt Person"
shall mean the Company or any Subsidiary (as                                                           


 such
term is hereinafter defined) of the Company, in each case including,                                                           


 without
limitation, in its fiduciary capacity, or any employee benefit plan                                                         


 or
employee stock plan of the Company or of any Subsidiary of the Company,                                                          


 or any
entity or trustee holding Common Stock for or pursuant to the terms                                                          


 of any
such plan or for the purpose of funding any such plan or funding                                                             


 other
employee benefits for employees of the Company or of any Subsidiary                                                 
         


 of the
Company.                                                                                                                    



                                                                                                               
                     


       
(m)   "Exchange Ratio"
shall have the meaning set forth in Section                                                           


 24
hereof.                                                                                        
                                 


                                                                                                                                    



       
(n)   "Expiration Date"
shall have the meaning set forth in Section                                                          


 7
hereof.                                                                                                               
           


                                                                                                                                    



       
(o)   "Flip-In Event"
shall have the meaning set forth in Section                                                            


 11(a)(ii) hereof.                                                                                                                  



                                                                                                 
                                   


       
(p)   "Final Expiration
Date" shall have the meaning set forth in                                                            


 Section
7 hereof.                                                                   
                                               


                                                                                                                                    



       
(q)   "Nasdaq" shall
mean The Nasdaq Stock Market.               
                                                           


                                                                                                                                    



       
(r)   "New York Stock
Exchange" shall mean the New York Stock                                                                


 Exchange, Inc.                                                                                                                     



                                                                                                                                     


       
(s)   "Person" shall
mean any individual, firm, corporation,                                                                 


 partnership, limited liability company, trust, bank or other
entity, and                                                            


 shall
include any successor (by merger or otherwise) to such entity.                                                                


                                                                                                                                     


       
(t)   "Preferred Stock"
shall mean the Series B Junior Participating                                                         


 Preferred Stock, no par value, of the Company having the rights
and                                                                 


 preferences set forth in the Form of Certificate of Determination
attached                                                          


 to this
Agreement as Exhibit A.                                                                                                    



                                                                                                                           
         


       
(u)   "Principal Party"
shall have the meaning set forth in Section                                                          


 13(b)
hereof.                                                                                                 
                     


                                                                                                                                    



       
(v)   "Redemption Date"
shall have the meaning set forth in Section                                                          


 7
hereof.                                                                                                                          



                                                                                       
                                             


       
(w)   "Redemption
Price" shall have the meaning set forth in Section                                                         


 23
hereof.                                                                                                                         



                                                                                                                         
           


       
(x)   "Right
Certificate" shall have the meaning set forth in                                                                


 Section
3 hereof.                                                                                           
                       


                                                                                                                                    



       
(y)   "Securities Act"
shall mean the Securities Act of 1933, as                                                             


 amended.                                                                                                                           



       
(z)   "Section 11(a)(ii)
Trigger Date" shall have the meaning set                                                            


 forth in
Section 11(a)(iii) hereof.                                                                                                



                                                                         
                                                           


       
(aa)  "Spread" shall
have the meaning set forth in Section                                                                   


 11(a)(iii) hereof.                                                                                                                  


                                                                                                                                    



       
(bb)  "Stock Acquisition
Date" shall mean the first date of public                                                           


 announcement (which, for purposes of this definition, shall
include,                                                                


 without
limitation, a report filed pursuant to Section 13(d) of the                                                                 


 Exchange
Act) by the Company or an Acquiring Person that an Acquiring                                                               


 Person
has become such, or such earlier date as a majority of the Board of                                                          


 Directors shall become aware of the existence of an Acquiring
Person.                                                               


             
                                                                                                                       


       
(cc)  "Subsidiary" of
any Person shall mean any corporation, bank or                                                         


 other
entity of which securities or other ownership interests having                                                                


 ordinary
voting power sufficient to elect a majority of the board of                                                                


 directors or other persons performing similar functions are
beneficially                                                            


 owned,
directly or indirectly, by such Person, and any corporation, bank or                                                         


 other
entity that is otherwise controlled by such Person.                                                                          



                                                                                                   
                                 


       
(dd)  "Substitution
Period" shall have the meaning set forth in                                                              


 Section
11(a)(iii) hereof.                                                                                                         



                                                                                                                         
           


       
(ee)  "Summary of
Rights" shall have the meaning set forth in                                                                


 Section
3 hereof.                                                                                           
                       


                                                                                                                                    



       
(ff)  "Trading Day"
shall have the meaning set forth in Section                                                              


 11(d)(i)
hereof.                                                                                                                   



                                                                                     
                                               


       
SECTION 2.  APPOINTMENT OF RIGHTS
AGENT.  The Company hereby                                                                



 appoints
the Rights Agent to act as agent for the Company and the holders                                                           


 of the
Rights (who, in accordance with Section 3 hereof, shall prior to the                                                         


 Distribution Date be the holders of Common Stock) in accordance
with the                                                            


 terms
and conditions hereof, and the Rights Agent hereby accepts such                                                               


 appointment.  The Company
may from time to time appoint such co-Rights                                                              


 Agents
as it may deem necessary or desirable.                                                                                      



                                                                                                                                     


       
SECTION 3.  ISSUE OF RIGHT
CERTIFICATES.                                                                                    



                                                                                                                                     


       
(a)   Until the Close of Business
on the earlier of (i) the tenth                                                            


 day
after the Stock Acquisition Date or (ii) the tenth Business Day (or                                                             


 such
later date as may be determined by action of the Board of Directors                                                            


 prior to
such time as any Person becomes an Acquiring Person) after the                                                             


 date of
the commencement by any Person (other than an Exempt Person) of, or                                               
         


 of the
first public announcement of the intention of such Person (other                                                             


 than an
Exempt Person) to commence, a tender or exchange offer the                                                                  


 consummation of which would result in any Person (other than an
Exempt                                                              


 Person)
becoming the Beneficial Owner of shares of Common Stock aggregating                                                         


 15% or
more of the Common Stock then outstanding (including any such date                                                           


 which is
after the date of this Agreement and prior to the issuance of the                                                          


 Rights;
the earlier of such dates being herein referred to as the                                                                   


 "Distribution Date"), (x) the Rights will be evidenced
(subject to the                                                              


 provisions of Section 3(b) hereof) by the certificates for Common
Stock                                                             


 registered in the names of the holders thereof and not by separate
Right                                                            


 Certificates, and (y) the Rights will be transferable only in
connection                                    
                       


 with the
transfer of Common Stock.  As soon as
practicable after the                                                                


 Distribution Date, the Company will prepare and execute, the
Rights Agent                                                           


 will
countersign and the Company will send or cause to be sent (and the                                                             


 Rights
Agent will, if requested, send) by first-class, postage-prepaid mail                                                         


 (insured
if so elected by the Company), to each record holder of Common                                                             


 Stock as
of the close of business on the Distribution Date (other than any                                                          


 Acquiring Person or any Associate or Affiliate of an Acquiring
Person), at                                                          


 the
address of such holder shown on the records of the Company, a Right                                                             


 Certificate, in substantially the form of Exhibit B hereto (a
"Right                                                                


 Certificate"), evidencing one Right (subject to adjustment as
provided                                                              


 herein)
for each share of Common Stock so held. 
As of the Distribution                                                             


 Date,
the Rights will be evidenced solely by such Right Certificates.                                                               


                                                                                                                                    



       
(b)   On the Record Date, or as
soon as practicable thereafter, the                                                          


 Company
will send a copy of a Summary of Rights to Purchase Shares of                                                               


 Preferred Stock, in substantially the form of Exhibit C hereto
(the                                                                 


 "Summary of Rights"), by first-class, postage-prepaid
mail, to each record                                                          


 holder
of Common Stock as of the Close of Business on the Record Date                                                               


 (other
than any Acquiring Person or any Associate or Affiliate of any                                                     
         


 Acquiring Person), at the address of such holder shown on the
records of                                                            


 the
Company.  With respect to certificates
for Common Stock outstanding as                                                          


 of the
Record Date, until the Distribution Date, the Rights will be                                                                 


 evidenced by such certificates registered in the names of the
holders                                                               


 thereof
together with the Summary of Rights. 
Until the Distribution Date                                                           


 (or, if
earlier, the Expiration Date), the surrender for transfer of any                                                            


 certificate for Common Stock outstanding on the Record Date, with
or                                                                


 without
a copy of the Summary of Rights, shall also constitute the transfer                                                         


 of the
Rights associated with the Common Stock represented thereby.                                                                 


                                                                                                                                     


       
(c)   Certificates issued for
Common Stock (including, without                                                               


 limitation, upon transfer of outstanding Common Stock, disposition
of                                                               


 Common
Stock out of treasury stock if then permitted under the California                                                           


 General
Corporation Law or issuance or reissuance of Common Stock out of                                                            


 authorized but unissued shares) after the Record Date but prior to
the                                                              


 earlier
of the Distribution Date and the Expiration Date shall have                                                                 


 impressed on, printed on, written on or otherwise affixed to them
the                                                               


 following legend:                                                                                                                  



                                                                                                       
                             


     This
certificate also evidences and entitles the holder hereof to                                                               


    
certain rights as set forth in a Rights Agreement between Logic                                                                 


    
Devices Incorporated (the "Company") and American
Securities                                                                   



    
Transfer & Trust, Inc., as Rights Agent, dated as of April 30,                                                                  


     1997
as the same may be amended from time to time (the "Rights                                                                  


    
Agreement"), the terms of which are hereby incorporated herein by                                                               


    
reference and a copy of which is on file at the principal                                                                      



    
executive offices of the Company. 
Under certain circumstances,                                                                 


     as
set forth in the Rights Agreement, such Rights will be                                                                      



    
evidenced by separate certificates and will no longer be                                                                       



    
evidenced by this certificate. 
The Company will mail to the                                                                   



    
holder of this certificate a copy of the Rights Agreement without                                                               


    
charge after receipt of a written request therefor.  UNDER                                                                     



    
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,                                                                   



    
RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN                                                               


    
ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN                                                               


    
TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER                                                    
           


     BE
TRANSFERABLE.                                                                                                               



                                                                                                             
                       


 With
respect to such certificates containing the foregoing legend, until                                                            


 the
Distribution Date the Rights associated with the Common Stock                                                                   


<PAGE>                                                                                                                              



 represented by such certificates shall be evidenced by such
certificates                                                            


 alone,
and the surrender for transfer of any such certificate, except as                                                            


 otherwise provided herein, shall also constitute the transfer of
the Rights                                                         


 associated with the Common Stock represented thereby.  In the event that                                                            


 the
Company purchases or otherwise acquires any Common Stock after the                                                              


 Record
Date but prior to the Distribution Date, any Rights associated with                                                          


 such
Common Stock shall be deemed canceled and retired so that the Company                                                          


 shall
not be entitled to exercise any Rights associated with the Common                                                             


 Stock
which are no longer outstanding.                                                                                             



                                                                                                                                    



       
Notwithstanding this paragraph (c), the omission of a legend shall                                                           


 not
affect the enforceability of any part of this Agreement or the rights                                                           


 of any
holder of the Rights.                                                                                                       



                                                                                                                                    



       SECTION 4.  FORM OF RIGHT CERTIFICATES. 
The Right Certificates (and                                                         


 the
forms of election to purchase shares and of assignment to be printed on                                               
         


 the
reverse thereof) shall be substantially in the form set forth in                                                                


 Exhibit
B hereto and may have such marks of identification or designation                                                           


 and such
legends, summaries or endorsements printed thereon as the Company                                                          


 may deem
appropriate and as are not inconsistent with the provisions of                                                             


 this
Agreement, or as may be required to comply with any applicable law or                                                          


 with any
rule or regulation made pursuant thereto or with any rule or                                                               


 regulation of any stock exchange or interdealer quotation system
on which                                                           


 the
Rights may from time to time be listed or quoted, or to conform to                                                              


 usage.  Subject to the
provisions of Sections 11, 13 and 22 hereof, the                                                             


 Right
Certificates shall entitle the holders thereof to purchase such                                                               


 number
of one one-hundredths of a share of Preferred Stock as shall be set                                                          


 forth
therein at the price per one one-hundredth of a share of Preferred                                                            


 Stock
set forth therein (the "Purchase Price"), but the number of such
one                                                          


 one-hundredths of a share of Preferred Stock and the Purchase
Price shall                                                           


 be
subject to adjustment as provided herein.                                                                                        


                                                                                                                                    



 SECTION
5.  COUNTERSIGNATURE AND
REGISTRATION.                                                                                      


                                                                                                                                    



             
(a)  The Right Certificates shall
be executed on behalf of the                                                         


 Company
by the Chairman of the Board, Chief Executive Officer, President,                                                           


 any Vice
President or the Chief Financial Officer of the Company, either                                                            


 manually
or by facsimile signature, shall have affixed thereto the                                                                  


 Company's seal or a facsimile thereof and shall be attested by
the                                                                  


 Secretary or an Assistant Secretary of the Company, either
manually or by                                                           


 facsimile signature. The Right Certificates shall be manually
countersigned                                                         


 by the
Rights Agent and shall not be valid for any purpose unless                                                                   


 countersigned.  In case any
officer of the Company who shall have signed                                                            


 any of
the Right Certificates shall cease to be such officer of the Company                                                         


 before
countersignature by the Rights Agent and issuance and delivery by                                                            


 the
Company, such Right Certificates, nevertheless, may be countersigned by                                               
         


 the
Rights Agent and issued and delivered by the Company with the same                                                              


 force
and effect as though the Person who signed such Right Certificates                                                            


 had not
ceased to be such officer of the Company; and any Right Certificate                                                         


 may be
signed on behalf of the Company by any Person who, at the actual                                                             


 date of
the execution of such Right Certificate, shall be a proper officer                                                          


 of the
Company to sign such Right Certificate, although at the date of the                                                          


 execution of this Agreement any such Person was not such an
officer.                                                                


                                                                                                                                    



       
(b)   Following the Distribution
Date, the Rights Agent will keep or                                                         


 cause to
be kept, at an office or agency designated for such purpose, books                                                         


 for
registration and transfer of the Right Certificates issued hereunder.                                                           


 Such
books shall show the names and addresses of the respective holders of                                                          


 the
Right Certificates, the number of Rights evidenced on its face by each                                                          


 of the
Right Certificates and the date of each of the Right Certificates.                                                           


                                                                         
                                                           


       
SECTION 6.  TRANSFER, SPLIT UP,
COMBINATION AND EXCHANGE OF RIGHT                                                            


 CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES.                                                              


                                                                                                                                    



       
(a)   Subject to the provisions
of Sections 7(e), 11(a)(ii), 13 and                                                          


 14
hereof, at any time AFTER the Distribution Date and prior to the                                                                 


 Expiration Date, any Right Certificate or Right Certificates may
be                                                                 


 transferred, split up, combined or exchanged for another Right
Certificate                                                          


 or Right
Certificates, entitling the registered holder to purchase a like                                                           


 number
of one one-hundredths of a share of Preferred Stock as the Right                                                             


 Certificate or Right Certificates surrendered then entitled such
holder to                                                          


 purchase.  Any registered
holder desiring to transfer, split up, combine or                                                         


 exchange
any Right Certificate or Right Certificates shall make such                                                                


 request
in writing delivered to the Rights Agent, and shall surrender the                                                 
         


 Right
Certificate or Right Certificates to be transferred, split up,                                                                


 combined
or exchanged at the office or agency of the Rights Agent                                                                   


 designated for such purpose. 
Thereupon the Rights Agent shall countersign                                                          


 and
deliver to the Person entitled thereto a Right Certificate or Right                                                             


 Certificates, as the case may be, as so requested.  The Company may require                                                         


 payment
of a sum sufficient to cover any tax or governmental charge that                                                            


 may be
imposed in connection with any transfer, split up, combination or                                                            


 exchange
of Right Certificates.                         
                                                                           


                                                                                                                                    



       
(b)   Subject to the provisions
of Section 11(a)(ii) hereof, at any                                                          


 time
after the Distribution Date and prior to the Expiration Date, upon                                                             


 receipt
by the Company and the Rights Agent of evidence reasonably                                                                  


 satisfactory to them of the loss, theft, destruction or mutilation
of a                                                             


 Right
Certificate, and, in case of loss, theft or destruction, of indemnity                                                         


 or
security reasonably satisfactory to them, and, at the Company's request,                                                         


 reimbursement to the Company and the Rights Agent of all
reasonable                                                                 


 expenses
incidental thereto, and upon surrender to the Rights Agent and                                                             


 cancellation of the Right Certificate if mutilated, the Company
will make                                                           


 and
deliver a new Right Certificate of like tenor to the Rights Agent for                                                           


 delivery
to the registered holder in lieu of the Right Certificate so lost,                                                         


 stolen,
destroyed or mutilated.                                                                           
                         


                                                                                                                                    



       
SECTION 7.  EXERCISE OF RIGHTS;
PURCHASE PRICE; EXPIRATION DATE OF                                                           


 RIGHTS.                                                                                                                            



                                                                                   
                                                 


       
(a)   Except as otherwise
provided herein, the Rights shall become                                                           


 exercisable on the Distribution Date, and thereafter the
registered holder                                                          


 of any
Right Certificate may, subject to Section 11(a)(ii) hereof and                                                               


 except
as otherwise provided herein, exercise the Rights evidenced thereby                                                          


 in whole
or in part upon surrender of the Right Certificate, with the form                                                          


 of
election to purchase on the reverse side thereof duly executed, to the                                                           


 Rights
Agent at the office or agency of the Rights Agent designated for                                                             


 such
purpose, together with payment of the aggregate Purchase Price with                                                            


 respect
to the total number of one one-hundredths of a share of Preferred                                                           


 Stock
(or other securities, cash or other assets, as the case may be) as to                                                         


 which
the Rights are exercised, at any time which is both after the                                                                 


 Distribution Date and prior to the time (the "Expiration
Date") that is the                                                         


 earliest
of (i) the Close of Business on April 29, 2007 (the "Final                                                     
           


 Expiration Date"), (ii) the time at which the Rights are
redeemed as                                                                


 provided
in Section 23 hereof (the "Redemption Date") or (iii) the time
at                                                          


 which
such Rights are exchanged as provided in Section 24 hereof.                                                                   


                                                                                                 
                                   


       
(b)   The Purchase Price shall be
initially $12.00 for each one one-                                                         


 hundredths of a share of Preferred Stock purchasable upon the
exercise of a                                                         


 Right.  The Purchase Price
and the number of one one-hundredths of a share                                                          


 of
Preferred Stock or other securities or property to be acquired upon                                                              


 exercise
of a Right shall be subject to adjustment from time to time as                                                             


 provided
in Sections 11 and 13 hereof and shall be payable in lawful money                                                          


 of the
United States of America in accordance with paragraph (c) of this                                                            


 Section
7.                                      
                                                                                   


       
(c)   Except as otherwise
provided herein, upon receipt of a Right                                                           


 Certificate representing exercisable Rights, with the form of
election to                                                           


 purchase
duly executed, accompanied by payment of the aggregate Purchase                                                            


 Price
for the shares of Preferred Stock to be purchased and an amount equal                                                         


 to any
applicable transfer tax required to be paid by the holder of such                                                            


 Right
Certificate in accordance with Section 9 hereof, in cash or by                                                                


 certified check, cashier's check or money order payable to the
order of the                                                         


 Company,
the Rights Agent shall thereupon promptly (i) (A) requisition from                                                         


 any
transfer agent of the Preferred Stock certificates for the number of                                                  
         


 shares
of Preferred Stock to be purchased and the Company hereby                                                                   



 irrevocably authorizes its transfer agent to comply with all such
requests,                                   
                     


 or (B)
requisition from the depositary agent depositary receipts                                                                   



 representing interests in such number of one one-hundredths of a
share of                                                           


 Preferred Stock as are to be purchased (in which case certificates
for the                                                          


 Preferred Stock represented by such receipts shall be deposited by
the                                                              


 transfer
agent with the depositary agent) and the Company hereby directs                                                
           


 the
depositary agent to comply with such request, (ii) when appropriate,                                                            


 requisition from the Company the amount of cash to be paid in lieu
of                                       
                       


 issuance
of fractional shares in accordance with Section 14 hereof, (iii)                                                           


 promptly
after receipt of such certificates or depositary receipts, cause                                                           


 the same
to be delivered to or upon the order of the registered holder of                                                           


 such
Right Certificate, registered in such name or names as may be                                                                  


 designated by such holder and (iv) when appropriate, after
receipt,                                                                 


 promptly
deliver such cash to or upon the order of the registered holder of                                                         


 such
Right Certificate.                                                                                                            



                                                                                                                                     


       
(d)   Except as otherwise
provided herein, in case the registered                                                            


 holder
of any Right Certificate shall exercise less than all of the Rights                                                          


 evidenced thereby, a new Right Certificate evidencing Rights
equivalent to                                                          


 the
exercisable Rights remaining unexercised shall be issued by the Rights                                                          


 Agent to
the registered holder of such Right Certificate or to his duly                                                             


 authorized assigns, subject to the provisions of Section 14
hereof.                                                                 


                                                                                                                                    



       
(e)   Notwithstanding anything in
this Agreement to the contrary,                                                            


 neither
the Rights Agent nor the Company shall be obligated to undertake                                                            


 any
action with respect to a registered holder of Rights upon the                                                                   


 occurrence of any purported transfer or exercise of Rights
pursuant to                                                              


 Section
6 hereof or this Section 7 unless such registered holder shall have                                                         


 (i)
completed and signed the certificate contained in the form of                                                                   


 assignment or form of election to purchase set forth on the
reverse side of                                                         


 the
Right Certificate surrendered for such transfer or exercise and (ii)                                                            


 provided
such additional evidence of the identity of the Beneficial Owner                                                           


 (or
former Beneficial Owner) thereof as the Company shall reasonably                                                                


 request.                                                                                                                           



                                                                                                                                    



       
SECTION 8.  CANCELLATION AND
DESTRUCTION OF RIGHT CERTIFICATES. 
All                                             
           


 Right
Certificates surrendered for the purpose of exercise, transfer, split                                                         


 up,
combination or exchange shall, if surrendered to the Company or to any                                                          


 of its
agents, be delivered to the Rights Agent for cancellation or in                                                              


 canceled
form, or, if surrendered to the Rights Agent, shall be canceled by                                                         


 it, and
no Right Certificates shall be issued in lieu thereof except as                                                             


 expressly permitted by any of the provisions of this
Agreement.  The                                                                


 Company
shall deliver to the Rights Agent for cancellation and retirement,                                                          


 and the
Rights Agent shall so cancel and retire, any other Right                                                                    


 Certificate purchased or acquired by the Company otherwise than
upon the                                                            


 exercise
thereof.  The Rights Agent shall deliver
all canceled Right                                                                


 Certificates to the Company, or shall, at the written request of
the                                                                


 Company,
destroy such canceled Right Certificates, and in such case shall                                                           


 deliver
a certificate of destruction thereof to the Company.                                                                       



       
SECTION 9.  AVAILABILITY OF SHARES
OF PREFERRED STOCK.                                                                      



                                                                                                                                    



       
(a)   The Company covenants and
agrees that it will cause to be                                                              


 reserved
and kept available out of its authorized and unissued shares of                                                            


 Preferred Stock or, if then permitted, any shares of Preferred
Stock held                                                           


 in its
treasury the number of shares of Preferred Stock that will be                                                                


 sufficient
to permit the exercise in full of all outstanding Rights.                                                                


                                                                                                                           
         


       
(b)   So long as the shares of
Preferred Stock issuable upon the                                                             


 exercise
of Rights may be listed or admitted to trading on any national                                                             


 securities exchange, or quoted on Nasdaq, the Company shall use
its best                                                            


 efforts
to cause, from and after such time as the Rights become                                                                     


 exercisable, all shares reserved for such issuance to be listed or
admitted                                                         


 to
trading on such exchange, or quoted on Nasdaq, upon official notice of                                                           


 issuance
upon such exercise.                                                                                            
           


                                                                                                                                    



             
(c)  From and after such time as
the Rights become                                                                     


 exercisable, the Company shall use its best efforts, if then
necessary to                                                           


 permit
the issuance of shares of Preferred Stock upon the exercise of                                                               


 Rights,
to register and qualify such shares of Preferred Stock under the                                                            


 Securities Act and any applicable state securities or "Blue
Sky" laws (to                                                           


 the
extent exemptions therefrom are not available), cause such registration                                                         


 statement and qualifications to become effective as soon as
possible after                                                          


 such
filing and keep such registration and qualifications effective until                                                           


 the
earlier of the date as of which the Rights are no longer exercisable                                                            


 for such
securities and the Expiration Date.  The
Company may temporarily                                                           


 suspend,
for a period of time not to exceed 90 days, the exercisability of                                                          


 the
Rights in order to prepare and file a registration statement under the                                                          


 Securities Act and permit it to become effective.  Upon any such                                                                   



 suspension, the Company shall issue a public announcement stating
that the                                                          


 exercisability of the Rights has been temporarily suspended, as
well as a                                                           


 public
announcement at such time as the suspension is no longer in effect.                                                          


 Notwithstanding any provision of this Agreement to the contrary,
the Rights                                                         


 shall
not be exercisable in any jurisdiction unless the requisite                                                                   


 qualification
in such jurisdiction shall have been obtained and until a                                                             


 registration statement under the Securities Act (if required)
shall have                                                            


 been
declared effective.                                                                                                           



                                                                                                               
                     


       
(d)   The Company covenants and
agrees that it will take all such                                                            


 action
as may be necessary to ensure that all shares of Preferred Stock                                                             


 delivered upon exercise of Rights shall, at the time of delivery
of the                                                             


 certificates therefor (subject to payment of the Purchase Price),
be duly                                                           


 and
validly authorized and issued and fully paid and nonassessable shares.                                                          


                                                                                                                                    



       
(e)   The Company further
covenants and agrees that it will pay when                                                         


 due and
payable any and all federal and state transfer taxes and charges                                                            


 which
may be payable in respect of the issuance or delivery of the Right                                                            


 Certificates or of any shares of Preferred Stock upon the exercise
of                                                               


 Rights.  The Company shall
not, however, be required to pay any transfer                                                            


 tax
which may be payable in respect of any transfer or delivery of Right                                                            


 Certificates to a Person other than, or the issuance or delivery
of                                                                 


 certificates or depositary receipts for the Preferred Stock in a
name other                                                         


 than
that of, the registered holder of the Right Certificate evidencing                                                             


 Rights
surrendered for exercise or to issue or deliver any certificates or                                                          


 depositary receipts for Preferred Stock upon the exercise of any
Rights                                                             


 until
any such tax shall have been paid (any such tax being payable by that                                                         


 holder
of such Right Certificate at the time of surrender) or until it has                                                          


 been
established to the Company's reasonable satisfaction that no such tax                                                          


 is
due.                                                                                                                             


                                                                                                                                    



       
SECTION 10.  PREFERRED STOCK
RECORD DATE.  Each Person in whose
name                                                         


 any
certificate for Preferred Stock is issued upon the exercise of Rights                                                           


 shall
for all purposes be deemed to have become the holder of record of the                                                         


 shares
of Preferred Stock represented thereby on, and such certificate                                                              


 shall be
dated, the date upon which the Right Certificate evidencing such                                                           


 Rights
was duly surrendered and payment of the Purchase Price (and any                                                    
         


 applicable transfer taxes) was made; PROVIDED, HOWEVER, that if
the date of                                                         


 such
surrender and payment is a date upon which the Preferred Stock                                                                 


 transfer
books of the Company are closed, such Person shall be deemed to                                                            


 have
become the record holder of such shares on, and such certificate shall                                                         


 be
dated, the next succeeding Business Day on which the Preferred Stock                                                             


 transfer
books of the Company are open.  Prior to
the exercise of the                                                               


 Rights
evidenced thereby, the holder of a Right Certificate shall not be                                                
           


 entitled
to any rights of a holder of Preferred Stock for which the Rights                                                          


 shall be
exercisable, including, without limitation, the right to vote or                                                           


 to
receive dividends or other distributions, and shall not be entitled to                                                           


 receive
any notice of any proceedings of the Company, except as provided                                                            


 herein.                                                                                                                            



                                                                                     
                                               


       
SECTION 11.  ADJUSTMENT OF
PURCHASE PRICE, NUMBER AND KIND OF SHARES                                                         


 AND
NUMBER OF RIGHTS.  The Purchase Price,
the number of shares of                                                                  


 Preferred Stock or other securities or property purchasable upon
exercise                                                           


 of each
Right and the number of Rights outstanding are subject to                                                                   


 adjustment from time to time as provided in this Section 11.                                                                       



                                                                                                                                     


       
(a)(i)  In the event the Company
shall at any time after the date of                                                         


 this
Agreement (A) declare and pay a dividend on the Preferred Stock                                                                


 payable
in shares of Preferred Stock, (B) subdivide the outstanding                                                                 


 Preferred Stock, (C) combine the outstanding Preferred Stock into
a smaller                                                         


 number
of shares of Preferred Stock or (D) issue any shares of its capital                                                          


 stock in
a reclassification of the Preferred Stock (including any such                                                              


 reclassification in connection with a consolidation or merger in
which the                                                          


 Company
is the continuing or surviving corporation), except as otherwise                                                            


 provided
in this Section 11(a), the Purchase Price in effect at the time of                                               
         


 the
record date for such dividend or of the effective date of such                                                                  


 subdivision, combination or reclassification, and the number and
kind of                                      
                     


 shares
of capital stock issuable on such date, shall be proportionately                                                             


 adjusted
so that the holder of any Right exercised after such time shall be                                                         


 entitled
to receive the aggregate number and kind of shares of capital                                                              


 stock
which, if such Right had been exercised immediately prior to such                                                             


 date and
at a time when the Preferred Stock transfer books of the Company                                                           


 were
open, the holder would have owned upon such exercise and been entitled                                                         


 to
receive by virtue of such dividend, subdivision, combination or                                                                  


 reclassification; PROVIDED, HOWEVER, that in no event shall
the                                                                    



 consideration to be paid upon the exercise of one Right be less
than the                                    
                       


 aggregate par value of the shares of capital stock of the Company
issuable                                                          


 upon
exercise of one Right.                                                                     
                                   


                                                                                                                                    



       
(ii)  Subject to Section 24 of
this Agreement, in the event any              
                                               


 Person
becomes an Acquiring Person (the first occurrence of such event                                                              


 being
referred to hereinafter as the "Flip-In Event"), then (A) the                                                                 


 Purchase
Price shall be adjusted to be the Purchase Price in effect                                                                 


 immediately prior to the Flip-In Event multiplied by the number of
one one-                                                         


 hundredths of a share of Preferred Stock for which a Right was
exercisable                                                          


 immediately prior to such Flip-In Event, whether or not such Right
was then                                                         


 exercisable, and (B) each holder of a Right, except as otherwise
provided                                                           


 in this
Section 11(a)(ii) and Section 11(a)(iii) hereof, shall thereafter                                                           


 have the
right to receive, upon exercise thereof at a price equal to the                                                            


 Purchase
Price (as so adjusted), in accordance with the terms of this                                                               


 Agreement and in lieu of shares of Preferred Stock, such number of
shares                                                           


 of
Common Stock as shall equal the result obtained by dividing the Purchase                                                         


 Price
(as so adjusted) by 50% of the current per share market price of the                                                          


 Common
Stock (determined pursuant to Section 11(d) hereof) on the date of                                                           


 such
Flip-In Event; PROVIDED, HOWEVER, that the Purchase Price (as so                                                     
         


 adjusted) and the number of shares of Common Stock so receivable
upon                                                               


 exercise
of a Right shall, following the Flip-In Event, be subject to                                                               


 further
adjustment as appropriate in accordance with Section 11(f) hereof.                                                          


 Notwithstanding anything in this Agreement to the contrary,
however, from                                                           


 and
after the Flip-In Event, any Rights that are beneficially owned by (x)                                                          


 any
Acquiring Person (or any Affiliate or Associate of any Acquiring                                                                


 Person),
(y) a transferee of any Acquiring Person (or any such Affiliate or                                                         


 Associate) who becomes a transferee after the Flip-In Event or (z)
a                                                                


 transferee of any Acquiring Person (or any such Affiliate or
Associate) who                                 
                       


 became a
transferee prior to or concurrently with the Flip-In Event                                                                 


 pursuant
to either (I) a transfer from the Acquiring Person to holders of                                                           


 its
equity securities or to any Person with whom it has any continuing                                                              


 agreement, arrangement or understanding regarding the transferred
Rights or                                                         


 (II) a
transfer which the Board of Directors has determined is part of a                                                            


 plan,
arrangement or understanding which has the purpose or effect of                                                               


 avoiding
the provisions of this paragraph, and subsequent transferees of                                                            


 such
Persons, shall be void without any further action and any holder of                                                            


 such
Rights shall thereafter have no rights whatsoever with respect to such                                                         


 Rights
under any provision of this Agreement. 
The Company shall use all                                                            


 reasonable efforts to ensure that the provisions of this Section
11(a)(ii)                                                          


 are
complied with, but shall have no liability to any holder of Right                                                               


 Certificates or other Person as a result of its failure to make
any                                                                 


 determinations with respect to an Acquiring Person or its
Affiliates,                                                               


 Associates or transferees hereunder.  From and after the Flip-In Event, no                                                          


 Right
Certificate shall be issued pursuant to Section 3 or Section 6 hereof                                                         


 that
represents Rights that are or have become void pursuant to the                                                                 


 provisions
of this paragraph, and any Right Certificate delivered to the                                                            


 Rights
Agent that represents Rights that are or have become void pursuant                                                 
         


 to the
provisions of this paragraph shall be canceled.  From and after the                                                          


 occurrence of an event specified in Section 13(a) hereof, any
Rights that                                                           


 theretofore have not been exercised pursuant to this Section
11(a)(ii)                                                              


 shall
thereafter be exercisable only in accordance with Section 13 and not                                                          


 pursuant
to this Section 11(a)(ii).                                                                                                



                                                                                       
                                             


       
(iii)  The Company may at its
option substitute for a share of                                                               


 Common
Stock issuable upon the exercise of Rights in accordance with the                                                            


 foregoing subparagraph (ii) a number of shares of Preferred Stock
or                                                                


 fraction
thereof such that the current per share market price of one share                                                          


 of
Preferred Stock multiplied by such number or fraction is equal to the                                                            


 current
per share market price of one share of Common Stock.  In the event                                                          


 that
there shall not be sufficient shares of Common Stock issued but not                                                            


 outstanding or authorized but unissued to permit the exercise in
full of                                                            


 the
Rights in accordance with the foregoing subparagraph (ii), the Board of                                                         


 Directors shall, to the extent permitted by applicable law and any
material                                                         


 agreements then in effect to which the Company is a party (A)
determine the                                                         


 excess
(such excess, the "Spread") of (1) the value of the shares of
Common                                                         


 Stock
issuable upon the exercise of a Right in accordance with the                                                                  


 foregoing subparagraph (ii) (the "Current Value") over
(2) the Purchase                                                             


 Price
(as adjusted in accordance with the foregoing subparagraph (ii)), and                                                         


 (B) with
respect to each Right (other than Rights which have become void                                                            


 pursuant
to the foregoing subparagraph (ii)), make adequate provision to                                                            


 substitute for the shares of Common Stock issuable in accordance
with the                                                           


 foregoing subparagraph (ii) upon exercise of the Right and payment
of the                                                           


 Purchase
Price (as adjusted in accordance therewith), (1) cash, (2) a                                                               


 reduction in such Purchase Price, (3) shares of Preferred Stock or
other                                                            


 equity
securities of the Company (including, without limitation, shares or                                                          


 fractions
of shares of preferred stock which, by virtue of having dividend,                                                         


 voting
and liquidation rights substantially comparable to those of the                                                    
         


 shares
of Common Stock, are deemed in good faith by the Board of Directors                                                          


 to have
substantially the same value as the shares of Common Stock (such                                                            


 shares
of Preferred Stock and shares or fractions of shares of preferred                                                            


 stock
are hereinafter referred to as "Common Stock Equivalents")), (4)
debt                                                         


 securities of the Company, (5) other assets, or (6) any
combination of the                                                          


 foregoing, having a value which, when added to the value of the
shares of                                                           


 Common
Stock issued upon exercise of such Right, shall have an aggregate                                                            


 value
equal to the Current Value (less the amount of any reduction in such                                                          


 Purchase
Price), where such aggregate value has been determined by the                                                              


 Board of
Directors upon the advice of a nationally recognized investment                                                            


 banking
firm selected in good faith by the Board of Directors; PROVIDED,                                                            


 HOWEVER,
that if the Company shall not make adequate provision to deliver                                                           


 value
pursuant to clause (B) above within thirty (30) days following the                                                            


 Flip-In
Event (the "Section 11(a) (ii) Trigger Date"), then the Company                                                             


 shall be
obligated to deliver, to the extent permitted by applicable law                                              
             


 and any
material agreements then in effect to which the Company is a party,                                                         


 upon the
surrender for exercise of a Right and without requiring payment of                                                         


 such
Purchase Price, shares of Common Stock (to the extent available), and                                                          


 then, if
necessary, such number or fractions of shares of Preferred Stock                                                           


 (to the
extent available) and then, if necessary, cash, which shares and/or                                                         


 cash
have an aggregate value equal to the Spread. 
If, upon the occurrence                                                          


 of the
Flip-In Event, the Board of Directors shall determine in good faith                                                          


 that it
is likely that sufficient additional shares of Common Stock could                                                           


 be
authorized for issuance upon exercise in full of the Rights, then, if                                                            


 the
Board of Directors so elects, the thirty (30) day period set forth                                                              


 above
may be extended to the extent necessary, but not more than ninety                                                             


 (90)
days after the Section 11(a) (ii) Trigger Date, in order that the                                                              


 Company
may seek shareholder approval for the authorization of such                                                                 


 additional shares (such thirty (30) day period, as it may be
extended, is                                                           


 herein
called the "Substitution Period"). To the extent that the
Company                                                            


 determines that some action need be taken pursuant to the second
and/or                                                             


 third
sentence of this Section 11(a)(iii), the Company (x) shall provide,                                                           


 subject
to Section 11(a)(ii) hereof and the last sentence of this Section                                                           


 11(a)(iii) hereof, that such action shall apply uniformly to
all                                                                   



 outstanding Rights and (y) may suspend the exercisability of the
Rights                                                             


 until
the expiration of the Substitution Period in order to seek any                                                    
           


 authorization of additional shares and/or to decide the
appropriate form of                                                         


 distribution to be made pursuant to such second sentence and to
determine                                   
                       


 the
value thereof. In the event of any such suspension, the Company shall                                                           


 issue a
public announcement stating that the exercisability of the Rights                                                           


 has been
temporarily suspended, as well as a public announcement at such                                                            


 time as
the suspension is no longer in effect. 
For purposes of this                
                                               


 Section
11(a)(iii), the value of the shares of Common Stock shall be the                                                            


 current
per share market price (as determined pursuant to Section 11(d)(i))                                                         


 on the
Section 11(a)(ii) Trigger Date and the per share or fractional value                                                         


 of any
"Common Stock Equivalent" shall be deemed to equal the current
per                                                           


 share
market price of the Common Stock. The Board of Directors of the                                                               


 Company
may, but shall not be required to, establish procedures to allocate                                                         


 the
right to receive shares of Common Stock upon the exercise of the Rights                                                         


 among
holders of Rights pursuant to this Section 11(a)(iii).                                                                       



                                                                                                                                    



       
(b)   In case the Company shall
fix a record date for the issuance                                                           


 of
rights, options or warrants to all holders of Preferred Stock entitling                                                          


 them
(for a period expiring within 45 calendar days after such record date)                                                         


 to
subscribe for or purchase Preferred Stock (or shares having the same                                                             


 rights,
privileges and preferences as the Preferred Stock ("equivalent                                                              


 preferred shares")) or securities convertible into Preferred
Stock or                                                               


 equivalent preferred shares at a price per share of Preferred
Stock or                                                              


 equivalent preferred shares (or having a conversion price per
share, if a                                                           


 security
convertible into shares of Preferred Stock or equivalent preferred                                                         


 shares)
less than the then current per share market price of the Preferred                                                          


 Stock
(determined pursuant to Section 11(d) hereof) on such record date,                                                            


 the
Purchase Price to be in effect after such record date shall be                                                                  


 determined by multiplying the Purchase Price in effect immediately
prior to                                                         


 such
record date by a fraction, the numerator of which shall be the number                                                          


 of
shares of Preferred Stock and equivalent preferred shares outstanding on                                                         


 such
record date plus the number of shares of Preferred Stock and                                                                   


 equivalent preferred shares which the aggregate offering price of
the total                                 
                       


 number
of shares of Preferred Stock and/or equivalent preferred shares so                                                           


 to be
offered (and/or the aggregate initial conversion price of the                                                                 


 convertible securities so to be offered) would purchase at such
current                                                             


 market
price, and the denominator of which shall be the number of shares of                                                         


 Preferred Stock and equivalent preferred shares outstanding on
such record                                                          


 date
plus the number of additional shares of Preferred Stock and/or                                                                 


 equivalent preferred shares to be offered for subscription or
purchase (or                                                          


 into
which the convertible securities so to be offered are initially                                                                


 convertible); PROVIDED, HOWEVER, that in no event shall the
consideration                                                           


 to be
paid upon the exercise of one Right be less than the aggregate par                                                            


 value of
the shares of capital stock of the Company issuable upon exercise                                                          


 of one
Right.  In case such subscription price
may be paid in a                                                                    



 consideration part or all of which shall be in a form other than
cash, the                                                          


 value of
such consideration shall be as determined in good faith by the                                                             


 Board of
Directors of the Company, whose determination shall be described                                                           


 in a
statement filed with the Rights Agent. 
Shares of Preferred Stock and                                                          


 equivalent preferred shares owned by or held for the account of
the Company                                                         


 shall
not be deemed outstanding for the purpose of any such computation.                                                            


 Such
adjustment shall be made successively whenever such a record date is                                                 
         


 fixed;
and in the event that such rights, options or warrants are not so                                                            


 issued,
the Purchase Price shall be adjusted to be the Purchase Price which                                                         


 would
then be in effect if such record date had not been fixed.                                                                    



                                                                                                   
                                 


       
(c)   In case the Company shall
fix a record date for the making of                                                          


 a
distribution to all holders of the Preferred Stock (including any such                                                            


 distribution made in connection with a consolidation or merger in
which the                                                         


 Company
is the continuing or surviving corporation) of evidences of                                                                 


 indebtedness or assets (other than a regular quarterly cash
dividend or a                                                           


 dividend
payable in Preferred Stock) or subscription rights or warrants                                                             


 (excluding those referred to in Section 11(b) hereof), the
Purchase Price                                                           


 to be in
effect after such record date shall be determined by multiplying                                                           


 the
Purchase Price in effect immediately prior to such record date by a                                                             


 fraction, the numerator of which shall be the then current per
share market                                                         


 price of
the Preferred Stock (determined pursuant to Section 11(d) hereof)                                                          


 on such
record date, less the fair market value (as determined in good                                                              


 faith by
the Board of Directors of the Company whose determination shall be                                                         


 described in a statement filed with the Rights Agent) of the
portion of the                                                         


 assets
or evidences of indebtedness so to be distributed or of such                                                                 


 subscription rights or warrants applicable to one share of
Preferred Stock,                                                         


 and the
denominator of which shall be such current per share market price                                                           


 (determined pursuant to Section 11(d) hereof) of the Preferred
Stock;                                                               


 PROVIDED, HOWEVER, that in no event shall the consideration to be
paid upon                                                         


 the
exercise of one Right be less than the aggregate par value of the                                                               


 shares
of capital stock of the Company to be issued upon exercise of one                                                            


 Right.  Such adjustments
shall be made successively whenever such a record                                                          


 date is
fixed; and in the event that such distribution is not so made, the                                                          


 Purchase
Price shall again be adjusted to be the Purchase Price which would                                               
         


 then be
in effect if such record date had not been fixed.                                                                          



                                                                                                               
                     


       
(d)(i)  Except as otherwise
provided herein, for the purpose of any                                                          


 computation hereunder, the "current per share market price
" of any                               
                                 


 security
(a "Security " for the purpose of this Section 11(d)(i)) on any                                                            


 date
shall be deemed to be the average of the daily closing prices per                                                              


 share of
such Security for the 30 consecutive Trading Days (as such term is                                                         


 hereinafter defined) immediately prior to such date; PROVIDED,
HOWEVER,                                                             


 that in
the event that the current per share market price of the Security                                                           


 is
determined during a period following the announcement by the issuer of                                                           


 such
Security of (A) a dividend or distribution on such Security payable in                                                         


 shares
of such Security or securities convertible into such shares, or (B)                                                          


 any
subdivision, combination or reclassification of such Security, and                                                              


 prior to
the expiration of 30 Trading Days after the ex-dividend date for                                                           


 such
dividend or distribution, or the record date for such subdivision,                                                             


 combination
or reclassification, then, and in each such case, the current                                                           


 per
share market price shall be appropriately adjusted to reflect the                                                     
         


 current
market price per share equivalent of such Security.  The closing                                                            


 price
for each day shall be the last sale price, regular way, or, in case                                                           


 no such
sale takes place on such day, the average of the closing bid and                                                            


 asked
prices, regular way, in either case as reported by the principal                                                              


 consolidated transaction reporting system with respect to
securities listed                                                         


 or
admitted to trading on the New York Stock Exchange or, if the Security                                                           


 is not
listed or admitted to trading on the New York Stock Exchange, as                                                             


 reported
in the principal consolidated transaction reporting system with                                                            


 respect
to securities listed on the principal national securities exchange                                                          


 on which
the Security is listed or admitted to trading or, if the Security                                                          


 is not
listed or admitted to trading on any national securities exchange,                                                           


 the last
quoted price or, if not so quoted, the average of the high bid and                                                         


 low
asked prices in the over-the-counter market, as reported by Nasdaq or                                                           


 such
other system then in use, or, if on any such date the Security is not                                                          


 quoted
by any such organization, the average of the closing bid and asked                                                           


 prices
as furnished by a professional market maker making a market in the                                                           


 Security
selected by the Board of Directors of the Company.  The term                                                               


 "Trading Day" shall mean a day on which the principal
national securities                                                           


 exchange
on which the Security is listed or admitted to trading is open for                                                         


 the
transaction of business or, if the Security is not listed or admitted                                                           


 to
trading on any national securities exchange, a Business Day.                                                                     


                                                                                                                                    



       
(ii)  For the purpose of any
computation hereunder, if the Preferred                                                         


 Stock is
publicly traded, the "current per share market price" of the                                                               


 Preferred Stock shall be determined in accordance with the method
set forth                                                         


 in
Section 11(d)(i).  If the Preferred
Stock is not publicly traded but the                                                         


 Common
Stock is publicly traded, the "current per share market price"
of                                                            


 the
Preferred Stock shall be conclusively deemed to be the current per                                                              


 share
market price of the Common Stock as determined pursuant to Section                                                            


 11(d)(i)
multiplied by the then applicable Adjustment Number (as defined in                                                         


 and
determined in accordance with the Certificate of Determination for the                                                          


 Preferred Stock).  If
neither the Common Stock nor the Preferred Stock is                                                           


 publicly
traded, "current per share market price" shall mean the fair
value                                                         


 per
share as determined in good faith by the Board of Directors of the                                                              


 Company,
whose determination shall be described in a statement filed with                                                           


 the
Rights Agent.                                                                                                                  



                                                                                                                                     


       
(e)   No adjustment in the
Purchase Price shall be required unless                                                           


 such
adjustment would require an increase or decrease of at least 1% in the                                                         


 Purchase
Price; PROVIDED, HOWEVER, that any adjustments which by reason of                                                          


 this
Section 11(e) are not required to be made shall be carried forward and                                                         


 taken
into account in any subsequent adjustment. 
All calculations under                                                            


 this
Section 11 shall be made to the nearest cent or to the nearest one-                                                            


 thousandth of a share of Preferred Stock or one-hundredth of a
share of                                       
                     


 Common
Stock or other share or security as the case may be.                                                                        



 Notwithstanding the first sentence of this Section 11(e), any
adjustment                                                            


 required
by this Section 11 shall be made no later than the earlier of (i)                                                          


 three
years from the date of the transaction which requires such adjustment                                                         


 or (ii)
the Expiration Date.                                                                                            
           


                                                                                                                                    



       
(f)   If as a result of an
adjustment made pursuant to Section 11(a)                                                         


 hereof,
the holder of any Right thereafter exercised shall become entitled                                                          


 to
receive any shares of capital stock of the Company other than the                                                                


 Preferred Stock, thereafter the Purchase Price and the number of
such other                                                         


 shares
so receivable upon exercise of a Right shall be subject to                                                                   


 adjustment from time to time in a manner and on terms as nearly
equivalent                                                          


 as
practicable to the provisions with respect to the Preferred Stock                                                                


 contained in Sections 11(a), 11(b), 11(c), 11(e), 11(h), 11(i) and
11(m)                                                            


 hereof,
as applicable, and the provisions of Sections 7, 9, 10, 13 and 14                                                           


 hereof
with respect to the Preferred Stock shall apply on like terms to any                                                         


 such
other shares.                              
                                                                                   


                                                                                                                                    



       
(g)   All Rights originally issued
by the Company subsequent to any                                                          


 adjustment made to the Purchase Price hereunder shall evidence the
right to                                                         


 purchase, at the adjusted Purchase Price, the number of one
one-hundredths                                                          


 of a
share of Preferred Stock purchasable from time to time hereunder upon                                                          


 exercise
of the Rights, all subject to further adjustment as provided                                                               


 herein.                                                                                                                            



       (h)  
Unless the Company shall have exercised its election as                                                                


 provided
in Section 11(i), upon each adjustment of the Purchase Price as a                                                
         


 result
of the calculations made in Sections 11(b) and 11(c), each Right                                                             


 outstanding immediately prior to the making of such adjustment
shall                                          
                     


 thereafter evidence the right to purchase, at the adjusted
Purchase Price,                                                          


 that
number of one one-hundredth of a share of Preferred Stock (calculated                                                          


 to the
nearest one-thousandth of a share of Preferred Stock) obtained by                                                            


 (i)
multiplying (x) the number of one one-hundredths of a share purchasable                                                         


 upon the
exercise of a Right immediately prior to such adjustment by (y)                                                            


 the
Purchase Price in effect immediately prior to such adjustment of the                                                            


 Purchase
Price and (ii) dividing the product so obtained by the Purchase                                                
           


 Price in
effect immediately after such adjustment of the Purchase Price.                                                            


                                                                                                             
                       


       
(i)   The Company may elect on or
after the date of any adjustment                                                           


 of the
Purchase Price pursuant to Sections 11(b) or 11(c) hereof to adjust                                                          


 the
number of Rights, in substitution for any adjustment in the number of                                                           


 one
one-hundredths of a share of Preferred Stock purchasable upon the                                                               


 exercise
of a Right.  Each of the Rights
outstanding after such adjustment                                                          


 of the
number of Rights shall be exercisable for the number of one one-                                                             


 hundredths of a share of Preferred Stock for which a Right was
exercisable                                                          


 immediately prior to such adjustment.  Each Right held of record prior to                                                           


 such
adjustment of the number of Rights shall become that number of Rights                                                          


 (calculated to the nearest one-hundredth) obtained by dividing the
Purchase                                                         


 Price in
effect immediately prior to adjustment of the Purchase Price by                                                            


 the
Purchase Price in effect immediately after adjustment of the Purchase                                                           


 Price.  The Company shall
make a public announcement of its election to                                                             


 adjust
the number of Rights, indicating the record date for the adjustment,                                                         


 and, if
known at the time, the amount of the adjustment to be made.  Such                                                           


 record
date may be the date on which the Purchase Price is adjusted or any                                                          


 day
thereafter, but, if the Right Certificates have been issued, shall be                                                           


 at least
10 days later than the date of the public announcement.  If Right                                                          


 Certificates have been issued, upon each adjustment of the number
of Rights                                                         


 pursuant
to this Section 11(i), the Company may, as promptly as                                                                    



 practicable, cause to be distributed to holders of record of
Right                                                                  


 Certificates on such record date Right Certificates evidencing,
subject to                                                          


 Section
14 hereof, the additional Rights to which such holders shall be                                                             


 entitled
as a result of such adjustment, or, at the option of the Company,                                                          


 shall
cause to be distributed to such holders of record in substitution and                                                         


 replacement for the Right Certificates held by such holders prior
to the                                                            


 date of
adjustment, and upon surrender thereof, if required by the Company,                                                         


 new
Right Certificates evidencing all the Rights to which such holders                                                              


 shall be
entitled after such adjustment.  Right
Certificates so to be                                                               


 distributed shall be issued, executed and countersigned in the
manner                                                               


 provided
for herein and shall be registered in the names of the holders of                                                          


 record
of Right Certificates on the record date specified in the public                                                             


 announcement.                                                                                                                      



                                                                         
                                                           


       
(j)   Irrespective of any
adjustment or change in the Purchase Price                                                         


 or the
number of one one-hundredths of a share of Preferred Stock issuable                                                          


 upon the
exercise of a Right, the Right Certificates theretofore and                                                                


 thereafter issued may continue to express the Purchase Price and
the number                                                         


 of one
one-hundredths of a share of Preferred Stock which were expressed in                                                         


 the
initial Right Certificates issued hereunder.                                                                                   



                                                                                                                                    



       
(k)   Before taking any action
that would cause an adjustment                                                                


 reducing
the Purchase Price below the then par value, if any, of the                                                                


 fraction
of Preferred Stock or other shares of capital stock issuable upon                                                          


 exercise
of a Right, the Company shall take any corporate action which may,                                                         


 in the
opinion of its counsel, be necessary in order that the Company may                                                           


 validly
and legally issue fully paid and nonassessable shares of Preferred                                                
         


 Stock or
other such shares at such adjusted Purchase Price.                                                                        



       
(l)   In any case in which this
Section 11 shall require that an                                                             


 adjustment in the Purchase Price be made effective as of a record
date for                                                          


 a
specified event, the Company may elect to defer until the occurrence of                                                           


 such
event issuing to the holder of any Right exercised after such record                                                           


 date the
Preferred Stock and other capital stock or securities of the                                                               


 Company,
if any, issuable upon such exercise over and above the Preferred                                                           


 Stock
and other capital stock or securities of the Company, if any,                                                                 


 issuable
upon such exercise on the basis of the Purchase Price in effect                                                
           


 prior to
such adjustment; PROVIDED, HOWEVER, that the Company shall deliver                                                         


 to such
holder a due bill or other appropriate instrument evidencing such                                                           


 holder's
right to receive such additional shares upon the occurrence of the                                                         


 event
requiring such adjustment.                                                                                                    


                                                                                                                                    



       
(m)   Anything in this Section 11
to the contrary notwithstanding,           
                                               


 the
Company shall be entitled to make such adjustments in the Purchase                                                              


 Price,
in addition to those adjustments expressly required by this Section                                                          


 11, as
and to the extent that it in its sole discretion shall determine to                                                          


 be
advisable in order that any consolidation or subdivision of the                                                                  


 Preferred Stock, issuance wholly for cash of any shares of
Preferred Stock                                                          


 at less
than the current market price, issuance wholly for cash of                                                                  


 Preferred Stock or securities which by their terms are convertible
into or                                                          


 exchangeable for Preferred Stock, dividends on Preferred Stock
payable in                                                           


 shares
of Preferred Stock or issuance of rights, options or warrants                                                                


 referred
to hereinabove in Section 11(b), hereafter made by the Company to                                                          


 holders
of its Preferred Stock shall not be taxable to such shareholders.                                                           


             
                                                                                                                       


       
(n)   Anything in this Agreement
to the contrary notwithstanding, in                                                         


 the
event that at any time after the date of this Rights Agreement and                                                              


 prior to
the Distribution Date, the Company shall (i) declare and pay any                                                 
         


 dividend
on the Common Stock payable in Common Stock or (ii) effect a                                                               


 subdivision, combination or consolidation of the Common Stock
(by                                                                   


 reclassification or otherwise than by payment of a dividend
payable in                                                              


 Common
Stock) into a greater or lesser number of shares of Common Stock,                                                            


 then, in
each such case, the number of Rights associated with each share of                                                         


 Common
Stock then outstanding, or issued or delivered thereafter, shall be                                                          


 proportionately adjusted so that the number of Rights thereafter
associated                                                         


 with
each share of Common Stock following any such event shall equal the                                                            


 result
obtained by multiplying the number of Rights associated with each                                                            


 share of
Common Stock immediately prior to such event by a fraction the                                                             


 numerator of which shall be the total number of shares of Common
Stock                                                              


 outstanding immediately prior to the occurrence of the event and
the                                                                


 denominator of which shall be the total number of shares of Common
Stock                                                            


 outstanding immediately following the occurrence of such
event.                                                                    



                                                                         
                                                           


       
(o)   The Company agrees that,
after the earlier of the Distribution                                                         


 Date or
the Stock Acquisition Date, it will not, except as permitted by                                                             


 Sections
23, 24 or 27 hereof, take (or permit any Subsidiary to take) any                                                           


 action
if at the time such action is taken it is reasonably foreseeable                                                             


 that
such action will diminish substantially or eliminate the benefits                                                              


 intended
to be afforded by the Rights.                                                                                             



                                                                                                                                    



       
SECTION 12.  CERTIFICATE OF
ADJUSTED PURCHASE PRICE OR NUMBER OF                                                             


 SHARES.  Whenever an
adjustment is made as provided in Section 11 or 13                                                             


 hereof,
the Company shall promptly (a) prepare a certificate setting forth                                                          


 such
adjustment, and a brief statement of the facts accounting for such                                                             


 adjustment,
(b) file with the Rights Agent and with each transfer agent for                                                         


 the
Common Stock and the Preferred Stock a copy of such certificate and (c)                                               
         


 mail a
brief summary thereof to each holder of a Right Certificate in                                                               


 accordance with Section 25 hereof (if so required under Section 25
hereof).                                   
                     


 The
Rights Agent shall be fully protected in relying on any such                                                                   



 certificate and on any adjustment therein contained and shall not
be deemed                                                         


 to have
knowledge of any such adjustment unless and until it shall have                                                             


 received
such certificate.                                                                                                          


                                                                                                                                    



       
SECTION 13.  CONSOLIDATION,
MERGER OR SALE OR TRANSFER OF ASSETS OR                                                          


 EARNING
POWER.                                                                                                          
           


                                                                                                                                    



       
(a)   In the event, directly or
indirectly, at any time after the                                                            


 Flip-In
Event (i) the Company shall consolidate with or shall merge into                                                            


 any
other Person, (ii) any Person shall merge with and into the Company and                                                         


 the
Company shall be the continuing or surviving corporation of such merger                                                         


 and, in
connection with such merger, all or part of the Common Stock shall                                                          


 be
changed into or exchanged for stock or other securities of any other                                                             


 Person
(or of the Company) or cash or any other property, or (iii) the                                                              


 Company
shall sell or otherwise transfer (or one or more of its                                                                    



 Subsidiaries shall sell or otherwise transfer), in one or more                                                                     



 transactions, assets or earning power aggregating 50% or more of
the assets                                                         


 or
earning power of the Company and its Subsidiaries (taken as a whole) to                                                          


 any
other Person (other than the Company or one or more wholly-owned                                                                


 Subsidiaries of the Company), then upon the first occurrence of
such event,                                                         


 proper
provision shall be made so that: (A) each holder of a Right (other                                                           


 than
Rights which have become void pursuant to Section 11(a)(ii) hereof)                                                            


 shall
thereafter have the right to receive, upon the exercise thereof at                                                            


 the
Purchase Price (as theretofore adjusted in accordance with Section                                                              


 11(a)(ii) hereof), in accordance with the terms of this Agreement
and in                                                            


 lieu of
shares of Preferred Stock or Common Stock of the Company, such                                                              


 number
of validly authorized and issued, fully paid, non-assessable and                                                   
         


 freely
tradeable shares of Common Stock of the Principal Party (as such                                                             


 term is
hereinafter defined), not subject to any liens, encumbrances,                                                               


 rights
of first refusal or other adverse claims, as shall equal the result                                                          


 obtained
by dividing the Purchase Price (as theretofore adjusted in                                                                 


 accordance with Section 11(a)(ii) hereof) by 50% of the current
per share                                                           


 market
price of the Common Stock of such Principal Party (determined                                                                


 pursuant
to Section 11(d) hereof) on the date of consummation of such                                                   
           


 consolidation, merger, sale or transfer; PROVIDED, HOWEVER, that
the                                                                


 Purchase
Price (as theretofore adjusted in accordance with Section                                                                  


 11(a)(ii) hereof) and the number of shares of Common Stock of
such                                                                  


 Principal Party so receivable upon exercise of a Right shall be
subject to                                                          


 further
adjustment as appropriate in accordance with Section 11(f) hereof                                                           


 to
reflect any events occurring in respect of the Common Stock of such                                                              


 Principal Party after the occurrence of such consolidation,
merger, sale or                                                         


 transfer; (B) such Principal Party shall thereafter be liable for,
and                                                              


 shall
assume, by virtue of such consolidation, merger, sale or transfer,                                                            


 all the
obligations and duties of the Company pursuant to this Rights                                                               


 Agreement; (C) the term "Company" shall thereafter be
deemed to refer to                                                            


 such
Principal Party; and (D) such Principal Party shall take such steps                                                            


 (including, but not limited to, the reservation of a sufficient
number of                                                           


 its
shares of Common Stock in accordance with Section 9 hereof) in                                                                  


 connection with such consummation of any such transaction as may
be                                                                 


 necessary to assure that the provisions hereof shall thereafter
be                                                                  


 applicable, as nearly as reasonably may be, in relation to the
shares of                                                            


 its
Common Stock thereafter deliverable upon the exercise of the Rights;                                                            


 provided
that, upon the subsequent occurrence of any consolidation, merger,                                                         


 sale or
transfer of assets or other extraordinary transaction in respect of                                                         


 such
Principal Party, each holder of a Right shall thereupon be entitled to                                               
         


 receive,
upon exercise of a Right and payment of the Purchase Price as                                                              


 provided
in this Section 13(a), such cash, shares, rights, warrants and                                                             


 other
property which such holder would have been entitled to receive had                                                            


 such
holder, at the time of such transaction, owned the Common Stock of the                                                         


 Principal Party receivable upon the exercise of a Right pursuant
to this                                                            


 Section
13(a), and such Principal Party shall take such steps (including,                                                           


 but not
limited to, reservation of shares of stock) as may be necessary to                                                          


 permit
the subsequent exercise of the Rights in accordance with the terms                                                           


 hereof
for such cash, shares, rights, warrants and other property.                                                                  


       
(b)   "Principal Party"
shall mean:                                                                                         



                                                                                                             
                       


             
(i)  in the case of any
transaction described in (i) or (ii)                                                           


 of the
first sentence of Section 13(a) hereof: (A) the Person that is the                                                           


 issuer
of the securities into which the shares of Common Stock are                                                                  


 converted in such merger or consolidation, or, if there is more
than one                                                            


 such
issuer, the issuer the shares of Common Stock of which have the                                                                


 greatest
aggregate market value of shares outstanding, or (B) if no                                                                 


 securities are so issued, (x) the Person that is the other party
to the                                                             


 merger,
if such Person survives said merger, or, if there is more than one                                                          


 such
Person, the Person the shares of Common Stock of which have the                                                                


 greatest
aggregate market value of shares outstanding or (y) if the Person                                                          


 that is
the other party to the merger does not survive the merger, the                                                              


 Person
that does survive the merger (including the Company if it survives)                                                          


 or (z)
the Person resulting from the consolidation; and                                                                            



                                                                                                                                     


             
(ii)  in the case of any
transaction described in (iii) of the                                                         


 first
sentence in Section 13(a) hereof, the Person that is the party                                                                


 receiving the greatest portion of the assets or earning power
transferred                                                           


 pursuant
to such transaction or transactions, or, if each Person that is a                                                          


 party to
such transaction or transactions receives the same portion of the                                                
         


 assets
or earning power so transferred or if the Person receiving the                                                               


 greatest
portion of the assets or earning power cannot be determined,                                                               


 whichever of such Persons is the issuer of Common Stock having the
greatest                                                         


 aggregate market value of shares outstanding; PROVIDED, HOWEVER,
that in                                                            


 any such
case described in the foregoing clause (b)(i) or (b)(ii), if the                                                           


 Common
Stock of such Person is not at such time or has not been                                                                    



 continuously over the preceding 12-month period registered under
Section 12                                                         


 of the
Exchange Act, then (1) if such Person is a direct or indirect                                                                


 Subsidiary of another Person the Common Stock of which is and has
been so                                                           


 registered, the term "Principal Party" shall refer to
such other Person, or                                                         


 (2) if
such Person is a Subsidiary, directly or indirectly, of more than                                                            


 one
Person, the Common Stock of all of which is and has been so registered,                                                         


 the term
"Principal Party" shall refer to whichever of such Persons is
the                                                          


 issuer
of Common Stock having the greatest aggregate market value of shares                                                         


 outstanding, or (3) if such Person is owned, directly or
indirectly, by a                                                           


 joint
venture formed by two or more Persons that are not owned, directly or                                                         


 indirectly, by the same Person, the rules set forth in clauses (1)
and (2)                                                          


 above
shall apply to each of the owners having an interest in the venture                                                           


 as if
the Person owned by the joint venture was a Subsidiary of both or all                                                         


 of such
joint venturers, and the Principal Party in each such case shall                                                            


 bear the
obligations set forth in this Section 13 in the same ratio as its                                                          


 interest
in such Person bears to the total of such interests.                                                                      



                                                                                                                                     


       
(c)   The Company shall not
consummate any consolidation, merger,                                                            


 sale or
transfer referred to in Section 13(a) hereof unless prior thereto                                                           


 the
Company and the Principal Party involved therein shall have executed                                                            


 and
delivered to the Rights Agent an agreement confirming that the                                                                  


 requirements of Sections 13(a) and (b) hereof shall promptly be
performed                                                           


 in
accordance with their terms and that such consolidation, merger, sale or                                                         


 transfer
of assets shall not result in a default by the Principal Party                                                             


 under
this Agreement as the same shall have been assumed by the Principal                                                           


 Party
pursuant to Sections 13(a) and (b) hereof and providing that, as soon                                                         


 as practicable
after executing such agreement pursuant to this Section 13,                                                          


 the
Principal Party will:                                                                                                   
       


                                                                                                                                    



             
(i)  prepare and file a
registration statement under the                                                               


 Securities Act, if necessary, with respect to the Rights and the
securities                                                         


 purchasable upon exercise of the Rights on an appropriate form,
use its                                                             


 best
efforts to cause such registration statement to become effective as                                                            


 soon as
practicable after such filing and use its best efforts to cause                                                             


 such
registration statement to remain effective (with a prospectus at all                                                           


 times
meeting the requirements of the Securities Act) until the Expiration                                                          


 Date and
similarly comply with applicable state securities laws;                                                                    


                                                                                                                                    



             
(ii)  use its best efforts, if
the Common Stock of the                                                                 


 Principal Party shall be listed or admitted to trading on the New
York                                                              


 Stock
Exchange or on another national securities exchange, to list or admit                                                         


 to
trading (or continue the listing of) the Rights and the securities                                                               


 purchasable upon exercise of the Rights on the New York Stock
Exchange or                                                           


 such
securities exchange, or, if the Common Stock of the Principal Party                                                            


 shall
not be listed or admitted to trading on the New York Stock Exchange                                                           


 or a
national securities exchange, to cause the Rights and the securities                                                           


 receivable upon exercise of the Rights to be authorized for
quotation on                                                            


 Nasdaq
or on such other system then in use;                                                                                        



             
                                                                                                                       


             
(iii)  deliver to holders of the
Rights historical financial                                                           


 statements
for the Principal Party which comply in all respects with the                                                            


 requirements for registration on Form 10 (or any successor form)
under the                                                          


 Exchange
Act; and                                                                                                                  



                                                                                                               
                     


             
(iv)  obtain waivers of any
rights of first refusal or                                                                 


 preemptive rights in respect of the Common Stock of the Principal
Party                                                             


 subject
to purchase upon exercise of outstanding Rights.                                                                           



                                                                                                                                    



       
(d)   In case the Principal Party
has a provision in any of its                                                              


 authorized securities or in its certificate of incorporation or
by-laws or                                                          


 other
instrument governing its corporate affairs, which provision would                                                             


 have the
effect of (i) causing such Principal Party to issue (other than to                                                         


 holders
of Rights pursuant to this Section 13), in connection with, or as a                                                         


 consequence of, the consummation of a transaction referred to in
this                                                               


 Section
13, shares of Common Stock or Common Stock Equivalents of such                                                              


 Principal Party at less than the then current market price per
share                                                                


 thereof
(determined pursuant to Section 11(d) hereof) or securities                                                                 


 exercisable for, or convertible into, Common Stock or Common
Stock                                                                  


 Equivalents of such Principal Party at less than such then current
market                                                           


 price,
or (ii) providing for any special payment, tax or similar provision                                                          


 in
connection with the issuance of the Common Stock of such Principal Party                                                         


 pursuant
to the provisions of Section 13, then, in such event, the Company                                                          


 hereby
agrees with each holder of Rights that it shall not consummate any                                                           


 such
transaction unless prior thereto the Company and such Principal Party                                                          


 shall
have executed and delivered to the Rights Agent a supplemental                                                                


 agreement providing that the provision in question of such
Principal Party                                                          


 shall
have been canceled, waived or amended, or that the authorized                                                                 


 securities shall be redeemed, so that the applicable provision
will have no                                                         


 effect
in connection with, or as a consequence of, the consummation of the                                                          


 proposed
transaction.                                                                                                     
         


                                                                                                                                    



       
(e)   The Company covenants and
agrees that it shall not, at any                                                             


 time
after the Flip-In Event, enter into any transaction of the type                                                                


 described in clauses (i) through (iii) of Section 13(a) hereof if
(i) at                                                            


 the time
of or immediately after such consolidation, merger, sale, transfer                                                         


 or other
transaction there are any rights, warrants or other instruments or                                                         


 securities outstanding or agreements in effect which would
substantially                                                            


 diminish
or otherwise eliminate the benefits intended to be afforded by the                                                         


 Rights,
(ii) prior to, simultaneously with or immediately after such                                                                


 consolidation, merger, sale, transfer or other transaction,
the                                                                    



 stockholders of the Person who constitutes, or would constitute,
the                                                                


 Principal Party for purposes of Section 13(b) hereof shall have
received a                                                          


 distribution of Rights previously owned by such Person or any of
its                                                                


 Affiliates or Associates or (iii) the form or nature of
organization of the                                                         


 Principal Party would preclude or limit the exercisability of the
Rights.                                                           


       
SECTION 14.  FRACTIONAL RIGHTS
AND FRACTIONAL SHARES.                                                                       



                                                                               
                                                     


       
(a)   The Company shall not be
required to issue fractions of Rights                                                         


 or to
distribute Right Certificates which evidence fractional Rights                                                                


 (except
prior to the Distribution Date in accordance with Section 11(n)                                                             


 hereof).  In lieu of such
fractional Rights, there shall be paid to the                                                             


 registered holders of the Right Certificates with regard to which
such                                                              


 fractional Rights would otherwise be issuable, an amount in cash
equal to                                                           


 the same
fraction of the current market value of a whole Right.  For the                                                            


 purposes
of this Section 14(a), the current market value of a whole Right                                                           


 shall be
the closing price of the Rights for the Trading Day immediately                                                            


 prior to
the date on which such fractional Rights would have been otherwise                                                         


 issuable.  The closing
price for any day shall be the last sale price,                                                              


 regular
way, or, in case no such sale takes place on such day, the average                                                          


 of the
closing bid and asked prices, regular way, in either case as                                                                 


 reported
in the principal consolidated transaction reporting system with                                                            


 respect
to securities listed or admitted to trading on the New York Stock                                                           


 Exchange
or, if the Rights are not listed or admitted to trading on the New                                                         


 York
Stock Exchange, as reported in the principal consolidated transaction                                                          


 reporting system with respect to securities listed on the
principal                                                                 


 national
securities exchange on which the Rights are listed or admitted to                                                          


 trading
or, if the Rights are not listed or admitted to trading on any                                                  
           


 national
securities exchange, the last quoted price or, if not so quoted,                                                           


 the
average of the high bid and low asked prices in the over-the-counter                                                            


 market,
as reported by Nasdaq or such other system then in use or, if on                                                            


 any such
date the Rights are not quoted by any such organization, the                                                               


 average
of the closing bid and asked prices as furnished by a professional                                                          


 market
maker making a market in the Rights selected by the Board of                                                                 


 Directors of the Company. 
If on any such date no such market maker is                                                              


 making a
market in the Rights, the fair value of the Rights on such date as                                                         


 determined in good faith by the Board of Directors of the Company
shall be                                                          


 used.                                                                                                                               


                                                                                                                                    



       
(b)   The Company shall not be
required to issue fractions of                                                                


 Preferred Stock (other than fractions which are integral multiples
of one                                                           


 one-hundredth of a share of Preferred Stock) or to distribute
certificates                                                          


 which
evidence fractional shares of Preferred Stock (other than fractions                                                           


 which
are integral multiples of one one-hundredth of a share of Preferred                                                           


 Stock)
upon the exercise or exchange of Rights. 
Interests in fractions of                                                          


 Preferred Stock in integral multiples of one one-hundredth of a
share of                                                            


 Preferred Stock may, at the election of the Company, be evidenced
by                                                                


 depositary
receipts, pursuant to an appropriate agreement between the                                                               


 Company
and a depositary selected by it; PROVIDED, that such agreement                                                    
         


 shall
provide that the holders of such depositary receipts shall have all                                                           


 the
rights, privileges and preferences to which they are entitled as                                                                


 beneficial owners of the Preferred Stock represented by such
depositary                                                             


 receipts.  In lieu of
fractional shares of Preferred Stock that are not                                                             


 integral
multiples of one one-hundredth of a share of Preferred Stock, the                                                          


 Company
shall pay to the registered holders of Right Certificates at the                                                            


 time
such Rights are exercised or exchanged as herein provided an amount in                                                         


 cash
equal to the same fraction of the current market value of a whole                                                              


 share of
Preferred Stock (as determined in accordance with Section 14(a)                                                
           


 hereof
but with Common Stock replacing Rights in such formulation) for the                                                          


 Trading
Day immediately prior to the date of such exercise or exchange.                                                             


                                                                                                                                    



       
(c)   The Company shall not be
required to issue fractions of shares                                                         


 of
Common Stock or to distribute certificates which evidence fractional                                                             


 shares
of Common Stock upon the exercise or exchange of Rights.  In lieu of                                                         


 such
fractional shares of Common Stock, the Company shall pay to the                                                                


 registered holders of the Right Certificates with regard to which
such                                                              


 fractional shares of Common Stock would otherwise be issuable an
amount in                                                          


 cash
equal to the same fraction of the current market value of a whole                                                              


 share of
Common Stock (as determined in accordance with Section 14(a)                                                               


 hereof
but with Common Stock replacing rights in such formulation) for the                                                          


 Trading
Day immediately prior to the date of such exercise or exchange.                                                             


                                                                                                                                     


       
(d)   The holder of a Right by
the acceptance of the Right expressly                                                         


 waives
his right to receive any fractional Rights or any fractional shares                                                          


 upon
exercise or exchange of a Right (except as provided above).                                                                   



             
                                                                                                                       


       
SECTION 15.  RIGHTS OF
ACTION.  All rights of action in respect
of                                                          



 this
Agreement, excepting the rights of action given to the Rights Agent                                                            


 under
Section 18 hereof, are vested in the respective registered holders of                                               
         


 the
Right Certificates (and, prior to the Distribution Date, the registered                                                         


 holders
of the Common Stock); and any registered holder of any Right                                                                


 Certificate (or, prior to the Distribution Date, of the Common
Stock),                                                              


 without
the consent of the Rights Agent or of the holder of any other Right                                                         


 Certificate (or, prior to the Distribution Date, of the Common
Stock), on                                                           


 his own
behalf and for his own benefit, may enforce, and may institute and                                                          


 maintain
any suit, action or proceeding against the Company to enforce, or                                              
           


 otherwise act in respect of, his right to exercise the Rights
evidenced by                                                          


 such
Right Certificate (or, prior to the Distribution Date, such Common                                                             


 Stock)
in the manner provided therein and in this Agreement.  Without                                                               


 limiting
the foregoing or any remedies available to the holders of Rights,                                                          


 it is
specifically acknowledged that the holders of Rights would not have                                                           


 an
adequate remedy at law for any breach of this Agreement and will be                                                              


 entitled
to specific performance of the obligations under, and injunctive                                                           


 relief
against actual or threatened violations of, the obligations of any                                                           


 Person
subject to this Agreement.                                                                                                  



                                                                                                                                     


       
SECTION 16.  AGREEMENT OF RIGHT
HOLDERS.  Every holder of a Right,                                                          



 by
accepting the same, consents and agrees with the Company and the Rights                                                          


 Agent
and with every other holder of a Right that:                                                                                 



                                                                                                                                     


       
(a)   prior to the Distribution
Date, the Rights will be                                                                    



 transferable only in connection with the transfer of the Common
Stock;                                                              


                                                                                                                                    



       
(b)   after the Distribution
Date, the Right Certificates are                                                                


 transferable only on the registry books of the Rights Agent if
surrendered                                                          


 at the
office or agency of the Rights Agent designated for such purpose,                                                            


 duly
endorsed or accompanied by a proper instrument of transfer; and                                                                


                                                                                                                                    



       
(c)   the Company and the Rights
Agent may deem and treat the Person                                                         


 in whose
name the Right Certificate (or, prior to the Distribution Date,                                                            


 the
Common Stock certificate) is registered as the absolute owner thereof                                                           


 and of
the Rights evidenced thereby (notwithstanding any notations of                                                               


 ownership or writing on the Right Certificates or the Common
Stock                                                                  


 certificate made by anyone other than the Company or the Rights
Agent) for                                                          


 all
purposes whatsoever, and neither the Company nor the Rights Agent shall                                                         


 be
affected by any notice to the contrary.                                                                              
           


                                                                                                                                    



       
SECTION 17.  RIGHT CERTIFICATE
HOLDER NOT DEEMED A SHAREHOLDER. 
No                                  
                       


 holder,
as such, of any Right Certificate shall be entitled to vote,                                                                


 receive
dividends or be deemed for any purpose the holder of the Preferred                                                          


 Stock or
any other securities of the Company which may at any time be                                                               


 issuable
on the exercise or exchange of the Rights represented thereby, nor                                                         


 shall
anything contained herein or in any Right Certificate be construed to                                                         


 confer
upon the holder of any Right Certificate, as such, any of the rights                                                         


 of a
shareholder of the Company or any right to vote for the election of                                                            


 directors or upon any matter submitted to shareholders at any
meeting                                                               


 thereof,
or to give or withhold consent to any corporate action, or to                                                              


 receive
notice of meetings or other actions affecting shareholders (except                                                          


 as
provided in this Agreement), or to receive dividends or subscription                                                             


 rights,
or otherwise, until the Rights evidenced by such Right Certificate                                                          


 shall
have been exercised or exchanged in accordance with the provisions                                                            


 hereof.                                                                                                                             


                                                                                                                                    



       
SECTION 18.  CONCERNING THE
RIGHTS AGENT.                                                                                   



                                                                                                                                    



       (a)  
The Company agrees to pay to the Rights Agent reasonable                                                               


 compensation for all services rendered by it hereunder and, from
time to                                                            


 time, on
demand of the Rights Agent, its reasonable expenses and counsel                                                            


 fees and
other disbursements incurred in the administration and execution                                                           


 of this
Agreement and the exercise and performance of its duties hereunder.                                                         


 The
Company also agrees to indemnify the Rights Agent for, and to hold it                                                           


 harmless
against, any loss, liability or expense, incurred without                                                                  


 negligence, bad faith or willful misconduct on the part of the
Rights                                                               


 Agent,
for anything done or omitted by the Rights Agent in connection with                                              
           


 the
acceptance and administration of this Agreement, including the costs                                                            


 and
expenses of defending against any claim of liability arising therefrom,                                                         


 directly
or indirectly.                                                                                                            



                                                                                                 
                                   


       
(b)   The Rights Agent shall be
protected and shall incur no                                                                 


 liability for, or in respect of any action taken, suffered or
omitted by it                                                         


 in
connection with, its administration of this Agreement in reliance upon                                                           


 any
Right Certificate or certificate for the Preferred Stock or Common                                                              


 Stock or
for other securities of the Company, instrument of assignment or                                                           


 transfer, power of attorney, endorsement, affidavit, letter, notice,                                                                


 direction, consent, certificate, statement or other paper or
document                                                               


 believed
by it to be genuine and to be signed, executed and, where                                                                  


 necessary, verified or acknowledged, by the proper Person or
Persons, or                                                            


 otherwise upon the advice of counsel as set forth in Section 20
hereof.                                                             


                                                                                                                                    



       
SECTION 19.  MERGER OR
CONSOLIDATION OR CHANGE OF NAME OF RIGHTS                                                             


 AGENT.                                                                                                                             



             
                                                                                                                       


       
(a)   Any bank or corporation
into which the Rights Agent or any                                                             


 successor
Rights Agent may be merged or with which it may be consolidated,                                                          


 or any
corporation or bank resulting from any merger or consolidation to                                                  
         


 which
the Rights Agent or any successor Rights Agent shall be a party, or                                                           


 any bank
or corporation succeeding to the stock transfer or corporate trust                                                         


 powers
of the Rights Agent or any successor Rights Agent, shall be the                                                              


 successor to the Rights Agent under this Agreement without the
execution or                                                         


 filing
of any paper or any further act on the part of any of the parties                                                            


 hereto;
PROVIDED, that such bank or corporation would be eligible for                                                               


 appointment as a successor Rights Agent under the provisions of
Section 21                                                          


 hereof.  In case at the
time such successor Rights Agent shall succeed to                                                           


 the
agency created by this Agreement, any of the Right Certificates shall                                               
           


 have
been countersigned but not delivered, any such successor Rights Agent                                                          


 may
adopt the countersignature of the predecessor Rights Agent and deliver                                                          


 such
Right Certificates so countersigned; and in case at that time any of                                                           


 the
Right Certificates shall not have been countersigned, any successor                                                             


 Rights
Agent may countersign such Right Certificates either in the name of                                                          


 the
predecessor Rights Agent or in the name of the successor Rights Agent;                                                          


 and in
all such cases such Right Certificates shall have the full force                                                             


 provided
in the Right Certificates and in this Agreement.                                                                           


                                                                                                                                    



       
(b)   In case at any time the
name of the Rights Agent shall be                                                              


 changed
and at such time any of the Right Certificates shall have been                                                              


 countersigned but not delivered, the Rights Agent may adopt
the                                                                    



 countersignature under its prior name and deliver Right
Certificates so                                                             


 countersigned; and in case at that time any of the Right
Certificates shall                                                         


 not have
been countersigned, the Rights Agent may countersign such Right                                                            


<PAGE>                                                                                                                               


 Certificates either in its prior name or in its changed name and
in all                                                             


 such
cases such Right Certificates shall have the full force provided in                                                            


 the
Right Certificates and in this Agreement.                                                                                      



                                                                                                                                    


       
SECTION 20.  DUTIES OF RIGHTS
AGENT.  The Rights Agent undertakes                                                  
         


 the
duties and obligations imposed by this Agreement upon the following                                                             


 terms
and conditions, by all of which the Company and the holders of Right                                                          


 Certificates, by their acceptance thereof, shall be bound:                                                                         



                                                                                                   
                                 


                                                                                                                                    



       
(a)   The Rights Agent may
consult with legal counsel (who may be                                                            


 legal
counsel for the Company), and the opinion of such counsel shall be                                                
           


 full and
complete authorization and protection to the Rights Agent as to                                                            


 any
action taken or omitted by it in good faith and in accordance with such                                                         


 opinion.                                                                                                                           



                                                                                                 
                                   


       
(b)   Whenever in the performance
of its duties under this Agreement                                                         


 the
Rights Agent shall deem it necessary or desirable that any fact or                                                              


 matter
be proved or established by the Company prior to taking or suffering                                                         


 any
action hereunder, such fact or matter (unless other evidence in respect                                                         


 thereof
be herein specifically prescribed) may be deemed to be conclusively                                                         


 proved
and established by a certificate signed by the Chairman of the                                                               


 Board,
Chief Executive Officer, President, any Vice President or the Chief                                                          


 Financial Officer and the Secretary or any Assistant Secretary of
the                                                               


 Company
and delivered to the Rights Agent; and such certificate shall be                                                            


 full
authorization to the Rights Agent for any action taken or suffered in                                                          


 good
faith by it under the provisions of this Agreement in reliance upon                                                            


 such
certificate.                                                                                                                   


                                                                                                                                    



       
(c)   The Rights Agent shall be
liable hereunder to the Company and                                                          


 any
other Person only for its own negligence, bad faith or willful                                                                  


 misconduct.                                                                                                                        



                                                                                                                           
         


       
(d)   The Rights Agent shall not
be liable for or by reason of any                                                           


 of the
statements of fact or recitals contained in this Agreement or in the                                                         


 Right
Certificates (except its countersignature thereof) or be required to                                                          


 verify
the same, but all such statements and recitals are and shall be                                                              


 deemed
to have been made by the Company only.                                                                                      



                                                                                       
                                             


       
(e)   The Rights Agent shall not
be under any responsibility in                                                              


 respect
of the validity of this Agreement or the execution and delivery                                                             


 hereof
(except the due execution hereof by the Rights Agent) or in respect                                              
           


 of the
validity or execution of any Right Certificate (except its                                                                   


 countersignature thereof); nor shall it be responsible for any
breach by                                    
                       


 the
Company of any covenant or condition contained in this Agreement or in                                                          


 any
Right Certificate; nor shall it be responsible for any change in the                                                            


 exercisability of the Rights (including the Rights becoming void
pursuant                                                           


 to
Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights                                                           


 provided
for in Sections 3, 11, 13, 23 and 24, or the ascertaining of the                                                           


 existence of facts that would require any such change or
adjustment (except                                                         


 with
respect to the exercise of Rights evidenced by Right Certificates                                                              


 after
receipt of a certificate furnished pursuant to Section 12, describing                                                         


 such
change or adjustment); nor shall it by any act hereunder be deemed to                                                          


 make any
representation or warranty as to the authorization or reservation                                                          


 of any
shares of Preferred Stock or other securities to be issued pursuant                                                          


 to this
Agreement or any Right Certificate or as to whether any shares of                                                           


 Preferred Stock or other securities will, when issued, be
validly                                                                   


 authorized and issued, fully paid and nonassessable.                                                                               



                                                                                                                                    



       
(f)   The Company agrees that it
will perform, execute, acknowledge                                                          


 and
deliver or cause to be performed, executed, acknowledged and delivered                                                          


 all such
further and other acts, instruments and assurances as may                                                                  


 reasonably be required by the Rights Agent for the carrying out
or                                                                  


 performing by the Rights Agent of the provisions of this
Agreement.                                                                 


       
(g)   The Rights Agent is hereby
authorized and directed to accept                                                           


 instructions with respect to the performance of its duties
hereunder from                                                           


 any
person reasonably believed by the Rights Agent to be one of the                                                                 


 Chairman
of the Board, President, Chief Executive Officer, Chief Financial                                                          


 Officer
or the Secretary of the Company, and to apply to such officers for                                                          


 advice
or instructions in connection with its duties, and it shall not be                                               
           


 liable
for any action taken or suffered by it in good faith in accordance                                                           


 with
instructions of any such officer or for any delay in acting while                                                              


 waiting
for those instructions.  Any application
by the Rights Agent for                                                            


 written
instructions from the Company may, at the option of the Rights                                                              


 Agent,
set forth in writing any action proposed to be taken or omitted by                                                           


 the
Rights Agent under this Agreement and the date on and/or after which                                                            


 such
action shall be taken or such omission shall be effective.  The Rights                                                         


 Agent
shall not be liable for any action taken by, or omission of, the                                                              


 Rights
Agent in accordance with a proposal included in any such application                                                         


 on or
after the date specified in such application (which date shall not be                                                         


 less
than five Business Days after the date any officer of the Company                                                              


 actually
receives such application unless any such officer shall have                                                               


 consented in writing to an earlier date) unless, prior to taking
any such                                                           


 action
(or the effective date in the case of an omission), the Rights Agent                                                         


 shall
have received written instructions in response to such application                                                            


 specifying the action to be taken or omitted.                                                                                      



                                                                                                                                    



       
(h)   The Rights Agent and any
stockholder, director, officer or                                                             


 employee
of the Rights Agent may buy, sell or deal in any of the Rights or                                                          


 other
securities of the Company or become pecuniarily interested in any                                                             


 transaction in which the Company may be interested, or contract
with or                                                             


 lend
money to the Company or otherwise act as fully and freely as though it                                                         


 were not
Rights Agent under this Agreement. 
Nothing herein shall preclude                                                          


 the
Rights Agent from acting in any other capacity for the Company or for                                                           


 any
other legal entity.                                                                           
                                 


                                                                                                                                    



       
(i)   The Rights Agent may
execute and exercise any of the rights or                                                         


 powers
hereby vested in it or perform any duty hereunder either itself or                                                           


 by or
through its attorneys or agents, and the Rights Agent shall not be                                                            


 answerable or accountable for any act, default, neglect or
misconduct of                                                            


 any such
attorneys or agents or for any loss to the Company resulting from                                                          


 any such
act, default, neglect or misconduct, provided reasonable care was                                                          


 exercised in the selection and continued employment thereof.                                                                       



                                                                                                 
                                   


       
(j)   If, with respect to any
Rights Certificate surrendered to the                                                          


 Rights
Agent for exercise or transfer, the certificate contained in the                                                             


 form of
assignment or the form of election to purchase set forth on the                                                             


 reverse
thereof, as the case may be, has not been completed to certify the                                                          


 holder
is not an Acquiring Person (or an Affiliate or Associate thereof),                                                           


 the
Rights Agent shall not take any further action with respect to such                                                             


 requested exercise or transfer without first consulting with the
Company.                                                           


                                                                                                                                     


       
SECTION 21.  CHANGE OF RIGHTS
AGENT.  The Rights Agent or any                                                               



 successor Rights Agent may resign and be discharged from its
duties under                                                           


 this
Agreement upon 30 days' notice in writing mailed to the Company and to                                                         


 each
transfer agent of the Common Stock or Preferred Stock by registered or                                                         


 certified mail, and, following the Distribution Date, to the
holders of the                                                         


 Right
Certificates by first-class mail.  The
Company may remove the Rights                                                          


 Agent or
any successor Rights Agent upon 30 days' notice in writing, mailed                                                         


 to the
Rights Agent or successor Rights Agent, as the case may be, and to                                                           


 each
transfer agent of the Common Stock or Preferred Stock by registered or                                               
         


 certified mail, and, following the Distribution Date, to the
holders of the                                                         


 Right
Certificates by first-class mail.  If
the Rights Agent shall resign                                                           


 or be
removed or shall otherwise become incapable of acting, the Company                                                            


 shall
appoint a successor to the Rights Agent. 
If the Company shall fail                                                           


 to make
such appointment within a period of 30 days after giving notice of                                                          


 such
removal or after it has been notified in writing of such resignation                                                           


 or
incapacity by the resigning or incapacitated Rights Agent or by the                                                              


 holder
of a Right Certificate (who shall, with such notice, submit his                                                              


 Right
Certificate for inspection by the Company), then the registered                                                               


 holder
of any Right Certificate may apply to any court of competent                                                                 


 jurisdiction for the appointment of a new Rights Agent.  Any successor                                                              


 Rights
Agent, whether appointed by the Company or by such a court, shall be                                                         


 a bank
or corporation organized and doing business under the laws of the                                                            


 United
States or the laws of any state of the United States or the District                                                         


 of
Columbia, in good standing, which is authorized under such laws to                                                               


 exercise
corporate trust or stock transfer powers and is subject to                                                                 


 supervision or examination by federal or state authority and which
has at                                                           


 the time
of its appointment as Rights Agent a combined capital and surplus                                                          


 of at
least $50 million.  After appointment,
the successor Rights Agent                                                             


 shall be
vested with the same powers, rights, duties and responsibilities                                                           


 as if it
had been originally named as Rights Agent without further act or                                                           


 deed;
but the predecessor Rights Agent shall deliver and transfer to the                                                            


 successor Rights Agent any property at the time held by it
hereunder, and                                                           


 execute
and deliver any further assurance, conveyance, act or deed                                                                  


 necessary for the purpose. 
Not later than the effective date of any such                                                           


 appointment the Company shall file notice thereof in writing with
the                                                               


 predecessor Rights Agent and each transfer agent of the Common
Stock or                                                             


 Preferred Stock, and, following the Distribution Date, mail a
notice                                                                


 thereof
in writing to the registered holders of the Right Certificates.                                                             


 Failure
to give any notice provided for in this Section 21, however, or any                                                         


 defect therein,
shall not affect the legality or validity of the                                                                   



 resignation or removal of the Rights Agent or the appointment of
the                                                                


 successor Rights Agent, as the case may be.                                                                                        



                                                                                                                     
               


       
SECTION 22.  ISSUANCE OF NEW
RIGHT CERTIFICATES. 
Notwithstanding                                                            


 any of
the provisions of this Agreement or of the Rights to the contrary,                                                           


 the
Company may, at its option, issue new Right Certificates evidencing                                                 
           


 Rights
in such forms as may be approved by its Board of Directors to                                                                


 reflect
any adjustment or change in the Purchase Price and the number or                                                            


 kind or
class of shares or other securities or property purchasable under                                                           


 the
Right Certificates made in accordance with the provisions of this                                                               


 Agreement.  In addition, in
connection with the issuance or sale of Common                                                          


 Stock
following the Distribution Date and prior to the Expiration Date, the                                                         


 Company
may with respect to shares of Common Stock so issued or sold                                                                


 pursuant
to (i) the exercise of stock options, (ii) under any employee plan                                                         


 or
arrangement, (iii) upon the exercise, conversion or exchange of                                                                  


 securities, notes or debentures issued by the Company or (iv) a
contractual                                                         


 obligation of the Company, in each case existing prior to the
Distribution                                                          


 Date,
issue Rights Certificates representing the appropriate number of                                                              


 Rights
in connection with such issuance or sale.                                                                                   



                                                                                                                                     


       
SECTION 23.  REDEMPTION.                                                                                                    



                                                                                                                                     


       
(a)   The Board of Directors of
the Company may, at any time prior                                                           


 to the
Flip-In Event, redeem all but not less than all the then outstanding                                                         


 Rights
at a redemption price of $.01 per Right, appropriately adjusted to                                                           


 reflect
any stock split, stock dividend or similar transaction occurring                                                            


 after
the date hereof (the redemption price being hereinafter referred to                                                 
         


 as the
"Redemption Price").  The
redemption of the Rights may be made                                                               


 effective at such time, on such basis and with such conditions as
the Board                                   
                     


 of
Directors in its sole discretion may establish.  The Redemption Price                                                            


 shall be
payable, at the option of the Company, in cash, shares of Common                                                           


 Stock,
or such other form of consideration as the Board of Directors shall                                                          


 determine.                                                                                                                         



                                                                                                                         
           


       
(b)   Immediately upon the action
of the Board of Directors ordering                                                         


 the
redemption of the Rights pursuant to paragraph (a) of this Section 23                                                           


 (or at
such later time as the Board of Directors may establish for the                                                              


 effectiveness of such redemption), and without any further action
and                                                               


 without
any notice, the right to exercise the Rights will terminate and the                                                         


 only
right thereafter of the holders of Rights shall be to receive the                                                              


 Redemption Price.  The
Company shall promptly give public notice of any                                                             


 such
redemption; PROVIDED, HOWEVER, that the failure to give, or any defect                                                         


 in, any
such notice shall not affect the validity of such redemption.                                                               


 Within
10 days after such action of the Board of Directors ordering the                                                             


 redemption of the Rights (or such later time as the Board of
Directors may                                                          


 establish for the effectiveness of such redemption), the Company
shall mail                                                         


 a notice
of redemption to all the holders of the then outstanding Rights at                                                         


 their
last addresses as they appear upon the registry books of the Rights                                                           


 Agent
or, prior to the Distribution Date, on the registry books of the                                                              


 transfer
agent for the Common Stock.  Any notice
which is mailed in the                                                             


 manner
herein provided shall be deemed given, whether or not the holder                                                             


 receives
the notice.  Each such notice of
redemption shall state the method                                                         


 by which
the payment of the Redemption Price will be made.                                                                         



                                                                                                                                    


       
SECTION 24.  EXCHANGE.                                                                                             
         


                                                                                                                                    



       
(a)   The Board of Directors of
the Company may, at its option, at                                                           


 any time
after the Flip-In Event, exchange all or part of the then                                                                  


 outstanding and exercisable Rights (which shall not include Rights
that                                                             


 have
become void pursuant to the provisions of Section 11(a)(ii) hereof)                                                            


 for
Common Stock at an exchange ratio of one share of Common Stock per                                                              


 Right,
appropriately adjusted to reflect any stock split, stock dividend or                                                         


 similar
transaction occurring after the date hereof (such amount per Right                                                          


 being
hereinafter referred to as the "Exchange Ratio").  Notwithstanding                                                            


 the
foregoing, the Board of Directors shall not be empowered to effect such                                                         


 exchange
at any time after an Acquiring Person shall have become the                                                                


 Beneficial Owner of shares of Common Stock aggregating 50% or more
of the                                                           


 shares
of Common Stock then outstanding.  From
and after the occurrence of                                                          


 an event
specified in Section 13(a) hereof, any Rights that theretofore                                                             


 have not
been exchanged pursuant to this Section 24(a) shall thereafter be                                                          


 exercisable only in accordance with Section 13 and may not be
exchanged                                                             


 pursuant
to this Section 24(a).  The exchange of
the Rights by the Board of                                                         


 Directors may be made effective at such time, on such basis and
with such                                                           


 conditions as the Board of Directors in its sole discretion may
establish.                                                          


                                                                                                                                    



       
(b)   Immediately upon the
effectiveness of the action of the Board                                                          


 of
Directors of the Company ordering the exchange of any Rights pursuant to                                                         


 paragraph (a) of this Section 24 and without any further action
and without                                                         


 any
notice, the right to exercise such Rights shall terminate and the only                                                          


 right
thereafter of a holder of such Rights shall be to receive that number                                                         


 of
shares of Common Stock equal to the number of such Rights held by such                                                           


 holder
multiplied by the Exchange Ratio.  The
Company shall promptly give                                                           


 public
notice of any such exchange; PROVIDED, HOWEVER, that the failure to                                                          


 give, or
any defect in, such notice shall not affect the validity of such                                                           


 exchange.  The Company
shall promptly mail a notice of any such exchange to                                                         


 all of
the holders of the Rights so exchanged at their last addresses as                                                            


 they
appear upon the registry books of the Rights Agent.  Any notice which                                                          


 is
mailed in the manner herein provided shall be deemed given, whether or                                                           


 not the
holder receives the notice.  Each such
notice of exchange will                                                              


 state
the method by which the exchange of the shares of Common Stock for                                                            


 Rights
will be effected and, in the event of any partial exchange, the                                                              


 number
of Rights which will be exchanged.  Any
partial exchange shall be                                                            


 effected
pro rata based on the number of Rights (other than Rights which                                                            


 have
become void pursuant to the provisions of Section 11(a)(ii) hereof)                                                            


 held by
each holder of Rights.                                                                                                     



                                                                                                 
                                   


       
(c)   The Company may at its
option substitute, and, in the event                                                            


 that
there shall not be sufficient shares of Common Stock issued but not                                                            


 outstanding or authorized but unissued to permit an exchange of
Rights for                                                          


 Common
Stock as contemplated in accordance with this Section 24, the                                                                


 Company
shall substitute to the extent of such insufficiency, for each                                                              


 share of
Common Stock that would otherwise be issuable upon exchange of a                                                           


 Right, a
number of shares of Preferred Stock or fraction thereof (or                                                                


 equivalent preferred shares, as such term is defined in Section
11(b)) such                                                         


 that the
current per share market price (determined pursuant to Section                                                             


 11(d)
hereof) of one share of Preferred Stock (or equivalent preferred                                                              


 share)
multiplied by such number or fraction is equal to the current per                                                            


 share
market price of one share of Common Stock (determined pursuant to                                                             


 Section
11(d) hereof) as of the date of such exchange.                                                                             



             
                                                                                                                       


       
SECTION 25.  NOTICE OF CERTAIN
EVENTS.                                                                                      



                                                                                                                                    


       
(a)   In case the Company shall
at any time after the earlier of the                                                         


 Distribution Date or the Stock Acquisition Date propose (i) to pay
any                                                              


 dividend
payable in stock of any class to the holders of its Preferred                                                              


 Stock or
to make any other distribution to the holders of its Preferred                                                             


 Stock
(other than a regular quarterly cash dividend), (ii) to offer to the                                                          


 holders
of its Preferred Stock rights or warrants to subscribe for or to                                                            


 purchase
any additional shares of Preferred Stock or shares of stock of any                                                         


 class or
any other securities, rights or options, (iii) to effect any                                                               


 reclassification of its Preferred Stock (other than a
reclassification                                                              


 involving only the subdivision or combination of outstanding
Preferred                                                              


 Stock),
(iv) to effect the liquidation, dissolution or winding up of the                                                            


 Company,
or (v) to pay any dividend on the Common Stock payable in Common                                                           


 Stock or
to effect a subdivision, combination or consolidation of the                                                               


 Common
Stock (by reclassification or otherwise than by payment of dividends                                                         


 in
Common Stock), then, in each such case, the Company shall give to each                                                           


 holder
of a Right Certificate, in accordance with Section 26 hereof, a                                                              


 notice
of such proposed action, which shall specify the record date for the                                                         


 purposes
of such stock dividend, or distribution of rights or warrants, or                                                          


 the date
on which such liquidation, dissolution or winding up is to take                                                            


 place
and the date of participation therein by the holders of the Common                                                            


 Stock
and/or Preferred Stock, if any such date is to be fixed, and such                                                             


 notice
shall be so given in the case of any action covered by clause (i) or                                                         


 (ii)
above at least 10 days prior to the record date for determining                                                                


 holders
of the Preferred Stock for purposes of such action, and in the case                                                         


 of any
such other action, at least 10 days prior to the date of the taking                                                          


 of such
proposed action or the date of participation therein by the holders                                                         


 of the
Common Stock and/or Preferred Stock, whichever shall be the earlier.                                                         


                                                                                   
                                                 


       
(b)   In case any event described
in Section 11(a)(ii) or Section 13                                                         


 shall
occur, then the Company shall as soon as practicable thereafter give                                                          


 to each
holder of a Right Certificate (or if occurring prior to the                                                                 


 Distribution Date, the holders of the Common Stock), in accordance
with                                                             


 Section
26 hereof, a notice of the occurrence of such event, which notice                                                           


 shall
describe such event and the consequences of such event to holders of                                                          


 Rights
under Section 11(a)(ii) and Section 13 hereof.                                                                              



                                                                                                                                     


       
SECTION 26.  NOTICES.  Notices or demands authorized by this                                                                



 Agreement to be given or made by the Rights Agent or by the holder
of any                                                           


 Right
Certificate to or on the Company shall be sufficiently given or made                                              
           


 if sent
by first-class mail, postage prepaid, addressed (until another                                                              


 address
is filed in writing with the Rights Agent) as follows:                                              
                       


                                                                                                                                    



                                                                                                 
                                   


     
LOGIC DEVICES INCORPORATED                                                                                                    



     
1320 Orleans Drive                                                                                                             


     
Sunnyvale, CA  94089                                                                                                          



     
Attention:  Mr. William Volz                                                                                                   


               
President and CEO                                                                                                   



                                                                                                                                     


 Subject
to the provisions of Section 21 hereof, any notice or demand                                                                


 authorized by this Agreement to be given or made by the Company or
by the                                                           


 holder
of any Right Certificate to or on the Rights Agent shall be                                                                  


 sufficiently given or made if sent by first-class mail, postage
prepaid,                                                            


 addressed (until another address is filed in writing with the
Company) as                                                           


 follows:                                                                                                                            


                                                                                                                                    



      
AMERICAN SECURITIES TRANSFER & TRUST, INC.                                                                                   



      
1825 Lawrence Street                                                                                                         



      Suite 444                                                                                                                    



      
Denver, CO  80202                                                                                                   
         


                                                                                                                                    



 Notices
or demands authorized by this Agreement to be given or made by the                                                          


 Company
or the Rights Agent to the holder of any Right Certificate shall be                                                         


 sufficiently given or made if sent by first-class mail, postage
prepaid,                                                            


 addressed to such holder at the address of such holder as shown on
the                                                              


 registry
books of the Company.                                                                                                     



       
SECTION 27.  SUPPLEMENTS AND
AMENDMENTS.  Except as provided in
the                                              
           


 penultimate sentence of this Section 27, for so long as the Rights
are then                                                         


 redeemable, the Company may in its sole and absolute discretion,
and the                                    
                       


 Rights
Agent shall if the Company so directs, supplement or amend any                                                               


 provision of this Agreement in any respect without the approval of
any                                                              


 holders
of the Rights.  At any time when the
Rights are no longer                                                                   


 redeemable, except as provided in the penultimate sentence of this
Section                                                          


 27, the
Company may, and the Rights Agent shall, if the Company so directs,                                                         


 supplement or amend this Agreement without the approval of any
holders of                                                           


 Rights
in order to (i) cure any ambiguity, (ii) correct or supplement any                                                           


 provision contained herein which may be defective or inconsistent
with any                                                          


 other
provision herein, (iii) shorten or lengthen any time period                                                                   


 hereunder, or (iv) change or supplement the provisions hereunder
in any                                                             


 manner
which the Company may deem necessary or desirable; PROVIDED that no                                                          


 such
supplement or amendment shall adversely affect the interests of the                                                            


 holders
of Rights as such (other than an Acquiring Person or an Affiliate                                                           


 or
Associate of an Acquiring Person), and no such amendment may cause the                                                           


 Rights
again to become redeemable or cause this Agreement again to become                                                           


 amendable other than in accordance with this sentence.  Notwithstanding                                                             


 anything
contained in this Agreement to the contrary, no supplement or                                                              


 amendment
shall be made which changes the Redemption Price.  Upon the                                                               


 delivery
of a certificate from an appropriate officer of the Company which                                                
         


 states
that the proposed supplement or amendment is in compliance with the                                                          


 terms of
this Section 27, the Rights Agent shall execute such supplement or                                                         


 amendment.                                                                                                                         



                                                                                                   
                                 


       
SECTION 28.  SUCCESSORS.  All the covenants and provisions of
this                                                          



 Agreement by or for the benefit of the Company or the Rights Agent
shall                                                            


 bind and
inure to the benefit of their respective successors and assigns                                                            


 hereunder.                                                                                                                         



                                                                                                                         
           


       
SECTION 29.  BENEFITS OF THIS
AGREEMENT.  Nothing in this
Agreement                                                         



 shall be
construed to give to any Person other than the Company, the Rights                                                         


 Agent
and the registered holders of the Right Certificates (and, prior to                                                           


 the
Distribution Date, the Common Stock) any legal or equitable right,                                                              


 remedy
or claim under this Agreement; but this Agreement shall be for the                                                           


 sole and
exclusive benefit of the Company, the Rights Agent and the                                                                 


 registered holders of the Right Certificates (and, prior to
the                                                                    



 Distribution Date, the Common Stock).                                                                                               


                                                                                                                                    



       
SECTION 30.  DETERMINATIONS AND
ACTIONS BY THE BOARD OF DIRECTORS.                                                           


 The
Board of Directors of the Company shall have the exclusive power and                                                            


 authority to administer this Agreement and to exercise the rights
and                                                               


 powers
specifically granted to the Board of Directors of the Company or to                                                          


 the
Company, or as may be necessary or advisable in the administration of                                                           


 this
Agreement, including, without limitation, the right and power to (i)                                                           


 interpret the provisions of this Agreement and (ii) make all
determinations                                                         


 deemed
necessary or advisable for the administration of this Agreement                                                              


 (including, without limitation, a determination to redeem or not
redeem the                                                         


 Rights
or to amend this Agreement).  All such
actions, calculations,                                                                


 interpretations
and determinations (including, for purposes of clause (y)                                                           


 below,
all omissions with respect to the foregoing) that are done or made                                                 
         


 by the
Board of Directors of the Company in good faith, shall (x) be final,                                                         


 conclusive and binding on the Company, the Rights Agent, the
holders of the                                                         


 Rights,
as such, and all other parties, and (y) not subject the Board of                                                            


 Directors to any liability to the holders of the Rights.                                                                            


                                                                                                                                    



       
SECTION 31.  SEVERABILITY. If any
term, provision, covenant or                                                               


 restriction of this Agreement is held by a court of competent
jurisdiction                                                          


 or other
authority to be invalid, void or unenforceable, the remainder of                                                           


 the
terms, provisions, covenants and restrictions of this Agreement shall                                                           


 remain
in full force and effect and shall in no way be affected, impaired                                                           


 or
invalidated.                                                                                 
                                   


       
SECTION 32.  GOVERNING LAW.  This Agreement and each Right                                                                  



 Certificate issued hereunder shall be deemed to be a contract made
under                                                            


 the laws
of the State of California and for all purposes shall be governed                                                          


 by and
construed in accordance with the laws of such State applicable to                                                            


 contracts to be made and performed entirely within such
State.                                                                     



                                                                                                                                     


       
SECTION 33.  COUNTERPARTS.  This Agreement may be executed in any                                                           



 number
of counterparts and each of such counterparts shall for all purposes                                                         


 be
deemed to be an original, and all such counterparts shall together                                                               


 constitute but one and the same instrument.                                                                                        



                                                                                                                                    



       
SECTION 34.  DESCRIPTIVE
HEADINGS.  Descriptive headings of
the                                                              


 several
Sections of this Agreement are inserted for convenience only and                                                            


 shall
not control or affect the meaning or construction of any of the                                                               


 provisions hereof.                                                                                                                 



                                                                                                                                    


       
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to                                                         


 be duly
executed, all as of the day and year first above written.                                                                   


                                                                                                               
                     


                                                                                                                                    



 LOGIC
DEVICES INCORPORATED                                                                        
                                 


                                                                                                                                    



                                                                                       
                                             


 By:                                                                                                                                



 Name:                                                                                                                              



 Title:                                                                                                                  
           


                                                                                                                                    



                                                                                                             
                       


                                                                                                                                    



                                                                                                 
                                   


 AMERICAN
SECURITIES TRANSFER & TRUST, INC.                                                                                         



 AS
RIGHTS AGENT                                                                     
                                               


                                                                                                                                    



                                                                         
                                                           


 By:                                                                                                                                



 Name:                                                                                                                               


 Title:                                                                                                                             



                                                                                                                                     


                                                                                                                                    



                                                                                                                                     


                                                        EXHIBIT
A                                                                   



                                                                                                                                     


             
FORM OF CERTIFICATE OF DETERMINATION                                                                                  



             
                                                                                                                       


                                                      OF                                                                                                  



                                                                                                                                    


          
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK                                                                   
         


                                                                                                                                    



                                                    OF                                                                             
                     


                                                                                                                                    



                             LOGIC DEVICES INCORPORATED                                                     
                                 


                                                                                                                                    



         
PURSUANT TO SECTION 401 OF THE GENERAL CORPORATION LAW                                                                    



                                  OF THE STATE OF CALIFORNIA                                                                       
           


                                                                                                                                    



     The
undersigned, being the President and Secretary, respectively, of                                                            


 LOGIC
DEVICES INCORPORATED, a corporation organized 
and  existing under                                                           



 the  General 
Corporation  Law  ("Corporations  Code") of the State  of                                                             


 California in accordance with the provisions of Section  401 thereof, DO                                                            


 HEREBY
CERTIFY THAT:                                                                                                                


                                                                                                                                    



    
A.   Pursuant to the authority
vested in the Board of  Directors  in                                                            


 accordance with the provisions of the Restated Articles of
Incorporation                                                            


 of the
said Corporation, the said Board of Directors on April 29, 1997,                                                             


 adopted  the  following resolution creating a series of
70,000 shares of                                                            


 Preferred Stock 
designated  as "Series B
Junior Participating Preferred                                                            


 Stock":                                                                                                                            



                                                                                                                                     


         
RESOLVED, that pursuant  to  the 
authority  vested in the                                                                 


    
Board of Directors of this Corporation in accordance  with 
the                                                                 


    
provisions  of the Restated
Articles of Incorporation, a series                                                                 


     of
Preferred  Stock,  no 
par  value, of the Corporation be
and                                                                



    
hereby  is  created, and that the  designation 
and  number  of                                                                 


    shares thereof and the voting and other
powers, preferences and                                                                 


    
relative, participating, optional or other rights of the shares                                                                 


    
of  such  series  
and   the  qualifications,  limitations  and                                                                 


    
restrictions thereof are as follows:                                                                      
                     


                                                                                                                                    



          
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK                                                                             


                                                                                                                                    



    
1.   DESIGNATION AND AMOUNT.   There 
shall be a series of Preferred                                                            


 Stock  that  shall 
be  designated  as "Series B  Junior  Participating                                                             


 Preferred  Stock," and
the number of shares  constituting  such 
series                                                             


 shall be
70,000.  Such number of shares may be
increased or decreased by                                                            


 resolution of  the  Board 
of  Directors;  PROVIDED, 
HOWEVER,  that  no                                                            


 decrease  shall  reduce 
the  number  of 
shares  of  Series 
B  Junior                                                             


 Participating  
Preferred  Stock to less than the
number of shares then                                                             


 issued
and outstanding plus the  number of
shares issuable upon exercise                                                            


 of  outstanding 
rights, options or  warrants  or 
upon  conversion  of                                                             


 outstanding securities issued by the Corporation.                                                                                   


                                                                                                                                    



    
2.   DIVIDENDS AND
DISTRIBUTIONS.                                                                                               


                                                                                                                                    



         
(A)  Subject to the prior and
superior rights of the holders of                                                            


 any
shares of any class  or  series 
of stock of the Corporation ranking                                                            


 prior  and  superior 
to the shares of Series  B  Junior 
Participating                                                             


 Preferred Stock with respect 
to  dividends,  the 
holders  of shares of                                                            


 Series  B Junior
Participating  Preferred Stock, in
preference  to  the                                                             


 holders
of  shares  of  any  class or series of stock of the
Corporation                                                            


 ranking
junior to the Series B  Junior  Participating Preferred Stock in                                                            


 respect
thereof, shall be entitled to receive, 
when, as and if declared                                                            


 by  the 
Board  of  Directors 
out of funds legally available 
for  the                                                             


 purpose,
quarterly dividends payable  in  cash on the 20th day of April,                                                           



 July,
October and January, in each year (each 
such  date being referred                                                            


 to  herein as a "Quarterly Dividend Payment
Date"), commencing  on  the                                                             


 first  Quarterly  Dividend 
Payment  Date  after the first issuance of a                                                            


 share or
fraction of a share of Series B Junior 
Participating Preferred                                                            


 Stock,
in an amount per share (rounded to the nearest cent) equal to the                                                            


 greater
of (a) $1.00 and (b) the Adjustment Number 
(as  defined  below)                                                            


 times  the  aggregate 
per  share amount of all cash
dividends, and the                                                             


 Adjustment Number times the aggregate per share amount (payable in
kind)                                                            


 of all
non-cash dividends or other 
distributions  other than a
dividend                                                
           


 payable
in shares of Common Stock or a subdivision of 
the  outstanding                                                            



 shares  of  Common Stock (by reclassification or
otherwise), declared on                                                            


 the
Common Stock,  no  par 
value  per  share, 
of  the Corporation (the                                                            


 "Common 
Stock")  since  the 
immediately preceding Quarterly 
Dividend                         
                                   


 Payment
Date, or, with respect to  the  first Quarterly Dividend Payment                                                           



 Date,
since the first issuance of any share 
or  fraction  of a share of                                                            


 Series B
Junior Participating Preferred Stock. 
The "Adjustment 
Number"                                                           



 shall
initially be 100.  In the event the
Corporation shall at any  time                                                            


 after  May  1, 1997 (the "Rights Declaration
Date") (i) declare and pay                                                             


 any
dividend on  Common  Stock 
payable  in shares of Common Stock,
(ii)                                                            


 subdivide the outstanding Common Stock or  (iii) combine the outstanding                                                            


 Common
Stock into a smaller number of shares, then in each such case the                                                            


 Adjustment Number in effect immediately prior  to 
such  event  shall be                                                            


 adjusted  by  multiplying 
such  Adjustment  Number 
by  a fraction the                                                             


 numerator of which is the number of shares of Common Stock  outstanding                                                             


 immediately  after such event
and the denominator of which is the number                                                            


 of
shares of Common  Stock  that 
were  outstanding immediately
prior to                                                            


 such
event.                                                                                                                         


                                                                                                                                    



         (B) 
The Corporation shall declare 
a  dividend or distribution                                                            


 on  the Series B Junior Participating Preferred
Stock  as  provided  in                                                   
         


 paragraph  (A)  above 
immediately  after  it 
declares  a  dividend 
or                                                            


 distribution  on  the 
Common  Stock  (other than a dividend payable in                                                             


 shares
of Common Stock).                                                                                                           



                                                                                                   
                                 


         
(C)   Dividends shall begin
to  accrue  and  be  cumulative 
on                                                            


 outstanding shares of Series B Junior Participating Preferred
Stock from                                                            


 the
Quarterly Dividend Payment Date next preceding the date of issue of                                                             


 such
shares of Series B Junior Participating Preferred Stock, unless the                                                            


 date  of  issue of such shares is prior to the record
date for the first                                                            


 Quarterly Dividend  Payment
Date, in which case dividends on such shares                                                            


 shall
begin to accrue  from  the date of issue of such shares, or
unless                                    
                       


 the date
of issue is a Quarterly  Dividend  Payment 
Date  or  is a date                                                            


 after  the  record 
date for the determination of holders of shares  of                                                             


 Series B
Junior Participating  Preferred  Stock 
entitled  to  receive a                                                            


 quarterly dividend and before such Quarterly Dividend Payment
Date,  in                                                             


 either  of  which 
events  such  dividends 
shall begin to accrue and be                                                            


 cumulative  from  such Quarterly Dividend Payment  Date.  
Accrued  but                                                             


 unpaid
dividends shall  not bear interest.  Dividends paid on the shares                                                           



 of
Series B Junior Participating  Preferred
Stock in an amount less than                                                            


 the
total amount of such dividends  at  the 
time accrued and payable on                                                            


 such
shares shall be allocated pro rata on a share-by-share  basis among                                                            


 all such
shares at the time outstanding.  The
Board of Directors may fix                                                            


 a  record 
date for the determination of holders of shares of Series  B                                                             


 Junior
Participating  Preferred  Stock 
entitled to receive payment of a                                                            


 dividend
or distribution declared thereon, which record date shall be no                                                            


 more
than 60 days prior to the date fixed for the payment thereof.                                                                  


             
                                                                                                                       


    
3.   VOTING  RIGHTS.  
The  holders of shares  of 
Series  B  Junior                                                            


 Participating
Preferred Stock shall have the following voting rights:                                                               


                                                                                                                           
         


         
(A)  Each  share of Series  B  Junior  Participating  Preferred                                                            


 Stock
shall entitle the holder thereof to a number of votes equal to the                                                            


 Adjustment Number on all matters submitted to a vote of the
shareholders                                                            


 of the
Corporation.                                                                               
                                 


                                                                                                                                    



         
(B)  Except  as 
required  by  law 
and  by  Section 10 hereof,                                                            


 holders
of Series B Junior Participating Preferred Stock  shall  have no                                                           



 special
voting rights and their consent shall not be required (except to                                                            


 the
extent they are entitled to vote with holders of Common Stock as set                                                            


 forth
herein) for taking any corporate action.                                                                                     



                                                                                                                                    



    
4.   CERTAIN RESTRICTIONS.                                                                                                     



                                                                                                                                    



         
(A)  Whenever   quarterly  
dividends  or  other 
dividends  or                                                            


 distributions payable on the Series B  Junior  Participating  Preferred                                                             


 Stock  as provided in
Section 2 are in arrears, thereafter and until all                                                            


 accrued
and unpaid dividends and distributions, whether or not declared,                                              
             


 on
shares  of  Series B Junior Participating Preferred Stock outstanding                                                           



 shall
have been paid in full, the Corporation shall not:                                                                            


                                                                                                                                    



              
(i)  declare   or  
pay   dividends  on, 
make  any  other                                                            


 distributions  on,  or 
redeem  or purchase or  otherwise 
acquire  for                                                             


 consideration any shares of stock ranking junior (either as to
dividends                                                            


 or upon
liquidation, dissolution or 
winding  up) to the Series B
Junior                                                           



 Participating Preferred Stock;                                                                                                      


                                                                                                                                    



              
(ii)   declare  or 
pay dividends on  or  make 
any  other                                                            


 distributions on any shares of stock  ranking  on a parity
(either as to                                                           



 dividends  or  upon liquidation, dissolution or
winding  up)  with  the                                                             


 Series B
Junior Participating  Preferred  Stock, 
except  dividends paid                                                            


 ratably  on the Series B
Junior Participating Preferred Stock 
and  all                                                             


 such
parity  stock  on  which  dividends 
are  payable  or in arrears in                                                            


 proportion to the total amounts to which the holders of all  such shares                                                            


 are then
entitled; or                                                                                                              



                                                                                                                                    



              
(iii)  purchase or otherwise
acquire for consideration any                                                            


 shares
of Series B Junior Participating Preferred Stock, or any  shares                                                             


 of  stock 
ranking  on  a 
parity with the Series B Junior Participating                                                            


 Preferred Stock, except in accordance  with  a  purchase 
offer  made in                                                            


 writing
or by publication (as determined by the Board of Directors)  to                                                             


 all
holders of Series B Junior Participating Preferred Stock, or to such                                                            


 holders  and  holders 
of any such shares ranking on a parity therewith,                                                            


 upon
such terms as the Board  of  Directors, 
after consideration of the                                                            


 respective  annual  dividend 
rates  and  other 
relative   rights  and                                                             


 preferences  of  the respective series and classes, shall
determine  in                                                             


 good
faith will result  in  fair 
and  equitable  treatment 
among  the                                                             


 respective series or classes.                                                                                                      



                                                                                                                                     


              
(B)  The  Corporation 
shall  not permit any subsidiary
of                                                            


 the
Corporation to purchase or otherwise acquire 
for  consideration any                                                            


 shares
of stock of the Corporation unless the Corporation  could,  under                                                           



 paragraph  (A)  of 
this  Section 4, purchase or
otherwise acquire such                                                             


 shares
at such time and in such manner.                                                                                            



             
                                                                                                                       


         
5.   REACQUIRED  SHARES.   
Any   shares  of 
Series  B  Junior                                                            


 Participating
Preferred Stock purchased or otherwise 
acquired  by  the                                                             


 Corporation in any manner whatsoever shall be retired promptly
after the                                                            


 acquisition thereof.  All
such shares shall upon their retirement become                                                            


 authorized  but  unissued shares of  Preferred Stock and may be reissued                                                            


 as part
of a new series  of  Preferred Stock to be created by
resolution                                                           



 or
resolutions of the Board  of Directors,
subject to any conditions and                                                            


 restrictions on issuance set forth herein.                                                                                         



                                                                                       
                                             


         
6.   LIQUIDATION,
DISSOLUTION  OR  WINDING 
UP.  (A)  Upon 
any                                                            


 liquidation, dissolution or winding up of the Corporation,
voluntary or                                                             


 otherwise,  no  distribution  shall  be made to the
holders of shares of                                                            


 stock  ranking  junior 
(either as to dividends  or  upon 
liquidation,                                                             


 dissolution  or  winding up) 
to  the  Series  B  Junior 
Participating                                                             


 Preferred Stock unless, prior thereto, the holders of shares of
Series B                                                            


 Junior
Participating  Preferred  Stock shall have received an amount per                                                            


 share
(the "Series B Liquidation Preference")  equal  to  the greater of                                                            


 (i)  $100 
plus  an  amount 
equal to accrued and unpaid dividends 
and                                                             


 distributions thereon, whether 
or  not  declared,  to  the date of such                                                            


 payment,
or (ii) the Adjustment Number times the per share amount of all                                                            


 cash and
other property to be distributed in respect of the Common Stock                                                            


 upon
such liquidation, dissolution or winding up of the Corporation.                                                                


                                                                                                                                    



              
(B)  In the event, however, that
there are  not sufficient                                                            


 assets
available to permit payment in full of the Series B  Liquidation                                                             


 Preference  and  the 
liquidation  preferences  of all other classes and                                                            


 series
of stock of the Corporation, if any, that 
rank  on a parity with                                                           



 the  Series B Junior Participating Preferred
Stock in respect  thereof,                                                             


 then
the  assets  available  for  such distribution shall be distributed                                                            


 ratably
to the holders of the Series  B  Junior 
Participating Preferred                                                            


 Stock  and  the 
holders of such parity shares in proportion  to  their                                                             


 respective
liquidation preferences.                                                                                                



                                                                                                                           
         


              
(C)  Neither   the  
merger   or   consolidation   of  the                                                            


 Corporation  into  or 
with  another  corporation 
nor  the  merger 
or                                                             


 consolidation  of  any 
other  corporation into or with
the Corporation                                                             


 shall be
deemed to be a liquidation, 
dissolution  or  winding up of the                                                            


 Corporation within the meaning of this Section 6.                                                                                  



                                                                                                                                    



         
7.   CONSOLIDATION, MERGER,
ETC.  In case the Corporation shall                                                
           


 enter
into any consolidation, merger, combination or other  transaction                                                             


 in  which 
the  outstanding  shares of Common Stock are exchanged for
or                                                            


 changed
into other stock or securities,  cash
and/or any other property,                                                            


 then  in  any 
such case each share of Series  B  Junior 
Participating                         
                                   


 Preferred Stock shall at the same time be similarly exchanged or
changed                                                            


 in an
amount per  share  equal 
to  the  Adjustment  Number  times 
the                                                             


 aggregate  amount  of 
stock, securities, cash and/or any other property                                                            


 (payable
in kind), as the  case  may 
be,  into  which or for which each                                                            


 share of
Common Stock is changed or exchanged.                                                                                     



                                                                                                                                     


         
8.   NO  REDEMPTION.   Shares of
Series B Junior  Participating                                                            


 Preferred Stock shall not be subject to redemption by the
Company.                                                                  


                                                                                                                                    



         
9.   RANKING.   The Series 
B  Junior  Participating  Preferred                                                            


 Stock
shall rank junior to all other series of the Preferred Stock as to                                                            


 the
payment of dividends and  as  to 
the  distribution  of 
assets upon                                                            


 liquidation, 
dissolution  or winding up,
unless the terms of any  such                                                             


 series
shall provide otherwise,  and  shall 
rank  senior  to the Common                                                            


 Stock as
to such matters.                                                                                                          



                                                                                                                                    


         
10.  AMENDMENT.  At any time that any shares of Series B
Junior                                                  
         


 Participating Preferred Stock are outstanding, the Restated  Articles of                                                            


 Incorporation  of  the 
Corporation  shall not be amended
in any manner                                                             


 which  would  materially alter or change  the 
powers,  preferences  or                                                             


 special
rights of  the  Series B Junior Participating Preferred Stock so                                                            


 as to
affect them adversely  without the
affirmative vote of the holders                                                            


 of a
majority of the outstanding shares of Series B Junior Participating                                                            


 Preferred Stock, voting separately as a class.                                                                                     



                                                                                                                                     


         
11.  FRACTIONAL  SHARES.   
Series   B   Junior  
Participating                                                            


 Preferred Stock may be issued in fractions of a share that shall
entitle                                                            


 the  holder, 
in  proportion  to 
such  holder's fractional
shares,  to                                                             


 exercise
voting rights, receive dividends, 
participate in distributions                                                            


 and  to have the benefit of all other rights
of  holders  of  Series  B                                                             


 Junior
Participating Preferred Stock.                                                                                              



                                                                                                                                    



         
12.  CONSENT  FOR CERTAIN REPURCHASES OF COMMON STOCK
DEEMED TO                                                            


 BE
DISTRIBUTIONS.  Each  holder 
of  an  outstanding  shares of
Series B                                                            


 Junior
Participating Preferred Stock shall be deemed to  have consented,                                                            


 for
purposes of Sections 502, 503 and 506 of the Corporations  Code, 
to                                                  
         


 distributions made by the Corporation in connection with the
repurchase                                                             


 of  shares 
of  Common  issued 
to  or  held  by employees,
consultants,                                      
                     


 officers
and directors upon termination of their 
employment or services                                                            


 pursuant
to agreements providing for the rights of 
repurchase  between                                                             


 the
Corporation and such persons.                                                                                                  



                                                                                       
                                             


    
B.   The   number  
of  shares  constituting  the  Series  B 
Junior                                                            


 Participating Preferred Stock 
shall  be  70,000. 
Such number of shares                                                            


 may be
increased or decreased by resolution 
of  the Board of Directors;                                                           



 provided, however, that no decrease shall reduce the  number of Series B                                                            


 Junior
Participating Preferred Stock to less than the number  of  shares                                                           



 then  issued  and 
outstanding  plus the number of shares
issuable upon                                                             


 exercise
of outstanding rights, options  or  warrants or upon conversion                                                           



 of
outstanding securities issued by the Corporation.                                                                               



                                                                                                                                    



    
C.        None  of 
the  shares  of 
Series  B Junior  Participating                                                            


 Preferred Stock has been issued.                                                                                                   



                                                                                                                                    



         
IN   WITNESS   WHEREOF, 
the  undersigned  has 
executed   this                                                
           


 Certificate of Determination 
this  29th day of April, 1997 and
declares                                                           



 under
penalty of perjury that the matters 
set  forth  in 
the foregoing                                                            


 certificate are true to their knowledge.                                                                                           



                                                                                                 
                                   


                                                                                                                                    



                                                                                     
                                               


                                                                                                                                    



                                                                         
                                                           


                                                                                                                                    



 Name:                            
Name:                                                                                             


 Title:    PRESIDENT               Title: SECRETARY                                                                                 



                                                                                                                                     


                                                       EXHIBIT
B                                                                    



                                                                                                                                     


                     FORM OF RIGHT CERTIFICATE                                                                                      



                                                                                                                                     


 CERTIFICATE NO. R-______                   NO. OF RIGHTS:_______                                                                   



             
                                                                                                                       


         
NOT  EXERCISABLE  AFTER ___________ __, 2007 OR EARLIER                                                                   



         IF 
REDEMPTION  OR EXCHANGE  OCCURS.  
THE  RIGHTS  ARE                                                                   



         
SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE                                                                    


         
ON THE TERMS SET  FORTH IN THE
RIGHTS AGREEMENT.  UNDER                                                                   



         
CERTAIN CIRCUMSTANCES,  AS  SET 
FORTH  IN  THE 
RIGHTS                                                                    


         
AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON                                                                   



         
WHO  IS  OR BECOMES AN ACQUIRING PERSON (AS DEFINED  IN                                  
                                 


         
THE RIGHTS  AGREEMENT)  AND CERTAIN TRANSFEREES THEREOF                                                                   



         
WILL  BECOME  NULL 
AND VOID  AND  WILL 
NO  LONGER  BE                                                                   



         
TRANSFERABLE.                                                                                                  
           


                                                                                                                                    



                                                                                                             
                       


                         RIGHT CERTIFICATE                                                                                          



                                                                                                 
                                   


                    LOGIC DEVICES INCORPORATED                                                                                      



                                                                                     
                                               


         
This  certifies that
____________________________  or  registered                                                          


 assigns,
is the  registered owner of the number
of Rights set forth above,                                                          


 each of
which entitles the owner thereof, subject to the terms, provisions                                                          


 and
conditions of  the Rights Agreement,
dated as of April 29 1997, as the                                                          


 same may
be amended  from  time 
to time (the "Rights Agreement"), between                                                          


 Logic
Devices Incorporated, a California 
corporation (the "Company"), and                                                          


 American
Securities Transfer & Trust, Inc., 
as  Rights Agent (the
"Rights                                                         



 Agent"), to purchase from the Company at any time  after 
the Distribution                                                          


 Date (as
such term is defined in the Rights Agreement) and  prior  to 5:00                                                         



 P.M.,
San Jose, California time, on April 29, 2007 at the office or agency                                                          


 of  the Rights Agent designated for such
purpose, or of its successor  as                                                         



 Rights  Agent,  one 
one-hundredth of a fully paid non-assessable share of                                                          


 
Series  B  Junior 
Participating  Preferred  Stock, 
no  par  value  (the                                                          


 "Preferred
Stock"), of  the  Company at a purchase price of $12.00 per
one                                                          


 one-hundredth of a share of Preferred  Stock  (the "Purchase
Price"), upon                                                
         


 
presentation and surrender of this Right Certificate  with 
the  Form  of                                                          


 Election  to  Purchase 
duly  executed.  The number of Rights evidenced by                                                          


 this
Right Certificate (and the number of one one-hundredths of a share of                                                          


 Preferred Stock which may be purchased  upon  exercise  hereof) 
set forth                        
                                 


 above,
and the Purchase Price set forth above, are the number and Purchase                                                          


 
Price  as of May 1, 1997, based
on the Preferred Stock as constituted 
at                                                          


 such
date.   As  provided in the Rights Agreement, the Purchase Price, the                                                         



 number
of one one-hundredths  of  a 
share  of  Preferred 
Stock (or other                                                          


 
securities or property) which may be purchased upon the exercise  of 
the                                              
           


 Rights  and  the 
number of Rights evidenced by this Right Certificate are                                                          


 subject
to modification  and  adjustment 
upon  the  happening 
of certain                                                          


 events.                                                                                                                            



                                                                                                 
                                   


         
This Right Certificate is subject to all of the terms, provisions                                                          


 
and  conditions  of 
the  Rights  Agreement, 
which terms, provisions and          
                                               


 conditions are hereby incorporated herein by reference  and 
made  a  part                                                          


 
hereof  and to which Rights
Agreement reference is hereby made for a full                                                          


 description  of the rights,
limitations of rights, obligations, duties and                                                          


 immunities hereunder 
of  the Rights Agent, the Company
and the holders of                                                          


 the
Right Certificates.  Copies of the
Rights Agreement are on file at the                                                          


 principal executive offices 
of the Company and the above-mentioned office                                                          


 or
agency of the Rights Agent.   The  Company 
will  mail to the holder of                                                          


 this
Right Certificate a copy of the Rights Agreement without charge after                                                          


 receipt
of a written request therefor.                                                                                             



                                                                                                                                     


         
This Right Certificate, with or without other Right Certificates,                                                          


 upon
surrender at the office or agency of the Rights Agent  designated for                                                          


 
such  purpose,  may be exchanged for another Right
Certificate  or  Right                                                          


 Certificates
of like tenor and date evidencing Rights entitling the holder                                                          


 to
purchase a like  aggregate  number 
of shares of Preferred Stock as the                                                          


 
Rights  evidenced  by 
the  Right  Certificate   or   Right  Certificates                                                          


 surrendered shall have entitled such holder to purchase.   If 
this  Right                                                          


 
Certificate  shall  be exercised in part, the holder shall be
entitled to                                                         



 
receive  upon  surrender  
hereof  another  Right 
Certificate  or  Right                                                          


 Certificates for the number of whole Rights not exercised.                                                                         



                                                                                                                                    



         
Subject to the provisions 
of  the  Rights  Agreement, the
Rights                                                          


 
evidenced  by this Certificate
(i) may be redeemed by the  Company  at 
a                                                          


 redemption price of $.01 per Right or (ii) may be exchanged in
whole or in                                  
                       


 part for
shares  of  the  Company's  Common Stock, no par value per share,                                                          


 and/or
shares of Preferred Stock.                                                                                                   


                                                                                                                                    



         
No fractional shares of Preferred 
Stock  or Common Stock will
be                                                          


 
issued  upon  the exercise or exchange of any Right
or  Rights  evidenced                                                          


 hereby
(other than  fractions  of 
Preferred  Stock  which 
are  integral                                                          


 multiples  of  one one-hundredth of a share of Preferred
Stock, which may,                                                         



 at the
election  of the Company, be evidenced
by depository receipts), but                                                          


 in lieu
thereof a  cash  payment 
will  be made, as provided in the
Rights                                                          


 Agreement.                                                                                                                          


                                                                                                                                    



         
No holder of this Right Certificate, 
as  such, shall be entitled                                                          


 to vote
or receive dividends or be deemed for any purpose  the  holder  of                                                          


 the
Preferred Stock or of any other securities of the Company which may at                                                          


 
any  time  be 
issuable  on  the 
exercise  or exchange hereof, nor
shall                                                          


 
anything  contained in the Rights
Agreement or  herein  be 
construed  to                                                         



 confer
upon the holder hereof, as such, any of the rights of a shareholder                                                          


 of the
Company  or any right to vote for the
election of directors or upon                                                          


 any
matter submitted to shareholders at any meeting thereof, or to give or                                                
         


 withhold
consent to any corporate action, or to receive notice of meetings                                                          


 or other
actions  affecting shareholders (except
as provided in the Rights                                                          


 Agreement) or to receive 
dividends  or subscription
rights, or otherwise,                                                          


 until
the Right or Rights evidenced by 
this  Right Certificate shall
have                                                          


 been
exercised or exchanged as provided in the Rights Agreement.                                                                   



                                                                                       
                                             


         
This Right Certificate shall not be valid  or  obligatory for
any                                                         



 purpose
until it shall have been countersigned by the Rights Agent.                                                                 


                                                                                                                         
           


                                                                                                                                    



                                                                                                             
                       


                                                                                                                                    



                                                                                                 
                                   


         
WITNESS  the  facsimile signature of the proper
officers  of  the                                                          


 Company
and its corporate seal.  Dated as of
___________ __, 199__.                                                                 


                                                                                                                                    



                              LOGIC DEVICES INCORPORATED                                                                             


                                                                                                                                    



                              By:__________________________________                                                                  


                                   [Title]                                                                                          



 ATTEST:                                                                                                                             


                                                                                                                                    



                                                                                                                                     


                                                                                                                                    



 ____________________________________                                                                                               



 [Title]                                                                                                                            



             
                                                                                                                       


                                                                                                                                    



 Countersigned:                                                                                                                     



                                                                                                                           
         


                                                                                                                                    



 AMERICAN
SECURITIES TRANSFER & TRUST, INC., as Rights Agent                                                   
                     


                                                                                                                                    



                                                                                                   
                                 


                                                                                                                                    



 By:__________________________________                                                                                              



    
[Title]                                                                                                             
           


                                                                                                                                    



                                                                                                             
                       


            
Form of Reverse Side of Right Certificate                                                                              



                                                                                                 
                                   


                        FORM OF ASSIGNMENT                                                                                          



                                                                                     
                                               


        
(To be executed by the registered holder if such                                                                           



        
holder desires to transfer the Right Certificate)                                                                           


                                                                                                                                    



         
FOR  VALUE  RECEIVED  
__________________________  hereby  sells,                                                          


            
assigns             and             transfers             unto                                                          


 ______________________________________________________                                                                             



 _________________________________________________________________________                                                           


          
(Please print name and address of transferee)                                                                            



 _________________________________________________________________________                                                           


 
Rights  represented  by  this Right Certificate, together with all right,                                                          


 title
and interest therein,  and  does 
hereby  irrevocably constitute
and                                                          


             
                                                      appoint                                                          


                                                                                                                                    



 Attorney,  to 
transfer  said  Rights 
on  the  books of the within-named                                                          


 Company,
with full power of substitution.                                                                                 
         


                                                                                                                                    



 Dated: 
____________________________                                                                          
                     


                                                                                                                                    



                                                                                                   
                                 


                                  
____________________________________                                                              


                                        Signature                                                                                    


                                                                                                                                    



 Signature Guaranteed:                                                                                                              



                                                                                                                         
           


                                                                                                                                    



         
Signatures must be guaranteed by a bank,  trust  company,
broker,                                  
                       


 
dealer  or  other 
eligible  institution  participating  in  a recognized                                                          


 signature guarantee medallion program.                                                                                              


                                                                                                                                    



                                                                                     
                                               


                                                                                                                                    



                                                                         
                                                           


                              (To be completed)                                                                                     



                                                                                                                                     


         
The  undersigned  hereby 
certifies that the Rights evidenced 
by                                                          


 this
Right Certificate are not beneficially owned by, were not acquired by                                                          


 the
undersigned from, and are not being assigned to an Acquiring Person or                                                          


 an
Affiliate or Associate thereof (as defined in the Rights Agreement).                                                             


                                                                                                                                    



                                                                                                                                     


                                  
____________________________________                                                              


             
                          Signature                                                                                   



                                                                                                                                    



                                                                                                                                    


                                                                                                                           
         


                                                                                                                                    



      
Form of Reverse Side of Right Certificate - continued                                                   
                     


                                                                                                                                    



                   FORM OF ELECTION TO PURCHASE                                                    
                                 


                                                                                                                                    



          
(To be executed if holder desires to exercise                                                                            



          
Rights represented by the Right Certificate)                                                                              


                                                                                                                                    



 To LOGIC
DEVICES INCORPORATED:                                                                              
                       


                                                                                                                                    



         
The undersigned hereby irrevocably 
elects  to  exercise ________                                                          


 Rights  represented by this
Right Certificate to purchase the 
shares  of                                                           


 Preferred  Stock  (or 
other  securities  or 
property)  issuable upon the                                                          


 exercise
of such Rights and requests that certificates for  such shares of                                                          


 Preferred Stock (or such other securities) be issued in the name
of:                                                                


                                                                                                                                    



 _________________________________________________________________________                                                           


                  (Please print name and address)                                                                                   



                                                                                                                                     


 _________________________________________________________________________                                                           


                                                                                                                                     


 If  such number of Rights shall not be all the
Rights evidenced  by  this                                                           


 Right  Certificate,  a  new
Right Certificate for the balance remaining of                                                          


 such
Rights shall be registered in the name of and delivered to:                                                                   



             
                                                                                                                       


 Please
insert social security                                                                                                      



 or other
identifying number                                                                                                        



                                                                                                                           
         


 _________________________________________________________________________                                                           


                  (Please print name and address)                                                                                    


                                                                                                                                    



 _________________________________________________________________________                                                           


                                                                                                                                    



 Dated:________________________                                                                                                      


                                                                                                                                    



                                  
____________________________________                                                              


                                        Signature                                                                        
           


 
(Signature must conform to holder specified on Right Certificate)                                                                  


                                                                                                             
                       


 Signature Guaranteed:                                                                                                              



                                                                                                 
                                   


         
Signature must be 
guaranteed  by  a bank, trust company, broker,                                                          


 
dealer  or  other 
eligible  institution
participating  in  a 
recognized                                                          


 signature guarantee medallion program.                                                                                             



                                                                         
                                                           


      
Form of Reverse Side of Right Certificate - continued                                                                        



                                                                                                                                     


 _________________________________________________________________________                                                           


                         (To be completed)                                                                                           


                                                                                                                                    



         
The undersigned certifies that the Rights evidenced by this Right                                                          


 Certificate are not beneficially 
owned  by,  and were not acquired by the                                                          


 undersigned from, an Acquiring Person or an Affiliate or Associate
thereof                                                          


 (as
defined in the Rights Agreement).                                                                                              



             
                                                                                                                       


                                                                                                                                    



                                  ____________________________________                                                              


                                        Signature                                                                          
         


                                                                                                                                    



 _________________________________________________________________________                                                           


                                                                                                                                    



                                                                                                   
                                 


                              NOTICE                                                                                                



                                                                                                                                     


         
The signature in the Form of Assignment 
or  Form  of Election to                                                          


 Purchase, as the case may be, must conform to the name as written
upon the                                                          


 face of
this Right Certificate in every particular, without alteration  or                                                          


 enlargement or any change whatsoever.                                                                                              



                                                                                                                                    



         
In  the  event  the  certification set forth above in the Form
of                                                         



 Assignment or the Form of Election to Purchase, as the case may
be, is not                                                          


 completed,
such Assignment or Election to Purchase will not be honored.                                                             


                                                                                                                           
         


                                                              
EXHIBIT C                                                             


                                                                                                               
                     


         
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS                                                                   



         
AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON                                                                    


         
WHO  IS  OR  BECOMES AN ACQUIRING
PERSON (AS DEFINED IN                                                                   



         
THE RIGHTS AGREEMENT)  AND  CERTAIN TRANSFEREES THEREOF                                                                    


         
WILL  BECOME  NULL 
AND  VOID AND  WILL 
NO  LONGER  BE                                                                   



         
TRANSFERABLE.                                                                                                              


                                                                                                                                    



                   SUMMARY OF RIGHTS TO PURCHASE                                                                                     


                   SHARES OF PREFERRED STOCK OF                                                                                     



                    LOGIC DEVICES INCORPORATED                                                                                       


                                                                                                                                    



         
On  April  29, 1997, the Board  of 
Directors  of  Logic 
Devices                                                          


 Incorporated (the "Company")  declared  a  dividend of one preferred share                                                          


 purchase
right (a "Right") for each outstanding  share of common stock, no                                                          


 par
value per share, of the Company (the "Common Stock").  The dividend is                                                          


 payable
on May 1, 1997 (the "Record Date") to the  shareholders  of
record                                                          


 on that
date.  Each Right entitles the
registered holder to purchase  from                                                         



 the
Company one one-hundredth of a share of Series B Junior Participating                                                          


 Preferred Stock, no par value, of the Company (the "Preferred
Stock") at a                                                          


 price  of  $12.00 per one one-hundredth of a share of
Preferred Stock (the                                                          


 "Purchase Price"), 
subject  to  adjustment. 
The description and terms of                                                          


 the
Rights are set forth in a Rights Agreement dated as of April 30, 1997,                                                          


 as the
same may be amended from time  to  time 
(the  "Rights
Agreement"),                                                          


 between
the Company and American Securities Transfer &  Trust,  Inc.,  as                                                          


 Rights
Agent (the "Rights Agent").                                                                                                  


                                                                                                                                    



         
Until  the  earlier 
to  occur  of (i) 10 days following a public                                                          


 announcement that a person or group of affiliated  or 
associated  persons                                                          


 
(with  certain  exceptions 
as  set  forth  in  the 
Rights Agreement, an                                                          


 "Acquiring Person") has acquired beneficial ownership
of  15% 
or  more of                                                          


 the
outstanding shares of Common Stock or (ii) 10 business days (or  such                                                          


 later  date as may be
determined by action of the Board of Directors prior                                                          


 to
such  time  as  any  person 
or  group of affiliated persons
becomes an                                                          


 Acquiring Person) following the commencement  of, 
or  announcement  of an                                                          


 
intention  to  make, a tender offer or exchange offer the
consummation of                                                          


 which
would result in the beneficial ownership by a person or group of 15%                                                          


 or more
of the outstanding  shares  of 
Common  Stock (the earlier of
such                                                         



 dates
being called the "Distribution Date"), the Rights will be
evidenced,                                                          


 with
respect to any of the Common Stock certificates outstanding as of the                                                          


 Record
Date, by such Common Stock certificate together with a copy of this                                                
         


 Summary
of Rights.                                                                                                                 



                                                                                                               
                     


         
The Rights Agreement provides that, until  the  Distribution
Date                                                         



 (or
earlier expiration of the Rights), the Rights will be transferred with                                                          


 and only
with the Common Stock.  Until the
Distribution Date  (or  earlier                                                          


 expiration of the Rights), new Common Stock certificates issued
after  the                                                          


 Record
Date upon transfer or new issuances of Common Stock will contain  a                                                          


 
notation  incorporating  the 
Rights  Agreement  by reference.  Until the                                                          


 Distribution Date (or earlier expiration of the Rights), the
surrender for                                                          


 transfer
of any certificates for shares of Common Stock 
outstanding as of                                                          


 the
Record Date, even without such notation or a copy of this  Summary 
of                                  
                       


 
Rights,  will  also constitute the transfer of the Rights
associated with                                                         



 the
shares of Common  Stock  represented 
by such certificate.  As soon
as                                                          


 
practicable  following  the 
Distribution  Date,   separate 
certificates                                                          


 evidencing the Rights ("Right Certificates") will
be  mailed to holders of                                                          


 record
of the Common Stock as of the close of business on the Distribution                                                          


 Date and
such separate Right Certificates alone will evidence the Rights.                                                           


                                                                                                                                    



         
The Rights are not exercisable until the Distribution  Date. 
The                                                          


 Rights
will expire on April 29, 2007 (the "Final Expiration Date"),
unless                                                          


 the
Final Expiration Date is advanced or extended or unless the Rights are                                                          


 
earlier  redeemed  or exchanged by the Company, in each case as
described                                                         



 below.                                                                                                                              


                                                                                                                                    



         
The Purchase Price payable, and the number of shares of Preferred                                                          


 Stock or
other securities  or  property 
issuable,  upon  exercise 
of the                                                          


 Rights
is subject to adjustment from time to time to prevent dilution  (i)                                                          


 in  the 
event  of  a stock dividend on, or a subdivision,
combination or                                                          


 reclassification
of, the  Preferred  Stock, (ii) upon the grant to holders                                                          


 of the
Preferred Stock of certain rights 
or  warrants to subscribe for
or                                                
         


 
purchase  Preferred  Stock 
at  a price, or securities  convertible 
into                                                          


 Preferred Stock with a conversion price, less than the
then-current market                                                          


 price of
the Preferred Stock or (iii)  upon the
distribution to holders of                                                          


 
the  Preferred Stock of evidences
of indebtedness  or  assets 
(excluding                        
                                 


 regular  periodic  cash dividends or dividends payable in
Preferred Stock)                                                         



 or of
subscription rights  or  warrants 
(other  than  those 
referred  to                                                          


 above).                                                                                                                 
           


                                                                                                                                    



         
The  number of outstanding Rights
is subject to adjustment in the                                                          


 event of
a stock  dividend on the Common Stock
payable in shares of Common                                                          


 Stock or
subdivisions,  consolidations or
combinations of the Common Stock                                                          


 occurring, in any such case, prior to the Distribution Date.                                                                       



                                                                                     
                                               


         
Shares of Preferred Stock purchasable upon exercise of the Rights                                                          


 will not
be redeemable.   Each  share of Preferred Stock will be entitled,                                                          


 when,
as and if declared, to a preferential 
quarterly  dividend  payment                                                          


 equal  to  the 
greater  of:  (a) 
$1.00  per  share and (b) 100 times the                                                          


 dividend
declared per share of Common Stock.  In
the event of liquidation,                                                          


 
dissolution or winding up of the Company, the holders  of 
the  Preferred                                                          


 Stock  will be entitled to
a preferential payment equal to the greater of:                                                          


 (a)
$100  per  share  (plus  any accrued but unpaid dividends) and (b)
100                                                          


 times
the payment made per share of Common Stock. 
Each share of Preferred                                                          


 
Stock  will  have 
100 votes, voting  together  with 
the  Common  Stock.                                                          


 Finally,
in the event of any merger, consolidation or other transaction in                                                          


 which
outstanding shares  of Common Stock are
converted or exchanged, each                                                          


 share of
Preferred Stock will  be entitled to
receive 100 times the amount                                                          


 received  per 
share of Common Stock.  
These  rights  are 
protected  by                                                          


 customary antidilution provisions.                                                                                        
         


                                                                                                                                    



         
Because   of  the 
nature  of  the 
Preferred  Stock's  dividend,                                                          


 liquidation and voting rights, the value of the one one-hundredth
interest                                                          


 in a
share of Preferred  Stock  purchasable 
upon  exercise  of each Right                                                          


 should
approximate the value of one share of Common Stock.                                                                         



                                                                                       
                                             


         
In the event that any person or group of affiliated or associated                                                          


 
persons  becomes an Acquiring
Person, each holder of a Right, other 
than                                                          


 Rights
beneficially  owned  by 
the Acquiring Person (which will thereupon                                                          


 become
void), will thereafter have the right to receive upon exercise of a                                                          


 Right
that number of shares of Common 
Stock  having a market value of
two                                                         



 times
the exercise price of the Right or shares 
of  Preferred Stock (or a                                                          


 
series  of  the 
Company's  preferred  stock 
having  equivalent  rights,                                                          


 preferences and privileges) equivalent in value thereto.                                                                           



                                                                                                                                    



          In 
the  event  that, 
after  a  person 
or group has  become  an                                                          


 Acquiring Person, the Company is acquired in a merger  or 
other  business                                                    
     


 
combination  transaction  or 
50%  or  more of its consolidated assets or                                                          


 earning
power are sold, proper provisions will be made so that each holder                                                          


 of a
Right (other than Rights beneficially 
owned  by  an Acquiring Person                                                          


 
which  will have become void)
will thereafter have the right  to  receive                                                          


 upon
the  exercise of a Right that number of
shares of common stock of the                                                          


 person
with  whom the Company has engaged in
the foregoing transaction (or                
                                         


 its
parent) that  at  the 
time of such transaction have a market value of                                                          


 two
times the exercise price of the Right.                                                                                          


                                                                                                                                    



         
At any time after any person or group becomes an Acquiring Person                                                          


 and
prior to the earlier of  one  of 
the events described in the previous                                                          


 paragraph or the acquisition by such Acquiring  Person  of  50% or more of                                                          


 
the  outstanding  shares of Common Stock, the Board of
Directors  of  the                                                          


 Company
may exchange the Rights (other than Rights owned by such Acquiring                                                          


 Person
which will have  become  void), 
in whole or in part, for shares of                                                          


 Common
Stock or Preferred Stock (or a series 
of  the  Company's preferred                                                          


 
stock  having  equivalent 
rights,  preferences  and privileges),  at  an                                                          


 
exchange  ratio  of one share of Common Stock, or a
fractional  share  of                                                          


 Preferred Stock (or 
other  preferred  stock) equivalent in value thereto,                                                          


 per
Right.                                                                                                                         



                                                                                                                         
           


         
With certain exceptions, no adjustment in the Purchase Price will                                                          


 be
required until cumulative adjustments require an adjustment of at least                                                          


 1% in
such Purchase Price.  No fractional  shares 
of  Preferred  Stock or                                                          


 Common
Stock will be issued (other than fractions of Preferred Stock which                                                          


 are
integral multiples of one one-hundredth of a share of Preferred Stock,                                                          


 
which  may,  at 
the  election of the Company, be
evidenced by depositary                                                          


 receipts), and in lieu thereof an adjustment in cash will be made
based on                                                          


 the
current market price of the Preferred Stock or the Common Stock.                                                                


                                                                                                                                    



         
At any time prior  to  the time an Acquiring Person becomes
such,                                                          


 the
Board of Directors of the Company  may
redeem the Rights in whole, but                                                          


 not in
part, at a price of $.01 per Right 
(the  "Redemption
Price").  The                                                          


 redemption of the Rights may be made effective at such time, on
such basis                                                          


 and with
such conditions as the Board of Directors 
in its sole discretion                                                          


 may
establish.  Immediately upon any
redemption of the  Rights,  the right                                                          


 to
exercise the Rights will terminate and the only right of the holders of                                                          


 Rights
will be to receive the Redemption Price.                                                                                    



             
                                                                                                                       


         
For  so long as the Rights are
then redeemable, the Company  may,                                                         



 except
with respect to the redemption price, amend the Rights Agreement in                                                          


 any
manner.  After  the  Rights are no longer
redeemable, the Company may,                                                          


 except
with respect to the redemption price, amend the Rights Agreement in                                                          


 any
manner that does not adversely  affect
the interests of holders of the                                                          


 Rights.                                                                                                                            



                                                                                                   
                                 


         
Until a Right is exercised or 
exchanged,  the holder thereof,
as                                                         



 
such,  will  have 
no rights as a shareholder of the Company,  including,                                                          


 without
limitation, the right to vote or to receive dividends.                                                                      


                                                                                                                                    



         
A copy of the Rights Agreement has been filed with the Securities                                                          


 and
Exchange Commission  as an Exhibit to a
Registration Statement on Form                                                          


 8-A
dated May 2, 1997.   A copy of the
Rights Agreement is available                                                                


 free of
charge from the Company.   This  summary description of the Rights                                                         



 
does  not  purport to be complete and is qualified  in  its  entirety 
by                                                          


 reference to the Rights Agreement, as the same may be amended from
time to                                                          


 time,
which is hereby incorporated herein by reference.                                                                             


 EXHIBIT
2                                                                                                                         



 PRESS
RELEASE                                                                                                                      


                                                                                                                                    



                         LOGIC DEVICES INCORPORATED                                                                                 



                      ADOPTS SHAREHOLDERS' RIGHTS PLAN                                                                              



                                                                                                                                     


    
April  29,  1997, 
Sunnyvale, California.   Logic
Devices Incorporated                                                          


 (NASDAQ:
LOGC) announced  today that it has
adopted a Shareholders' Rights                                                          


 Plan.  The Plan is
intended  to  discourage  persons,  groups and entities                                                          


 from
acquiring large stakes in Logic Devices or making a  tender offer for                                                          


 its
stock without first convincing the Board of Directors that such action                                                          


 is in
the best interests of Logic Devices and its shareholders.                                                                    



                                                                                                                           
         


     In
general, the Rights Plan provides that if a person, group or entity                                                          


 
acquires  a 15% or larger stake
in Logic Devices, or announces  a  tender                                                          


 offer
and Logic  Devices'  Board chooses not to redeem the Rights
within a                                                         



 specified time period, all holders  of  Rights, other than the
15% or more                                                          


 shareholder or the tender offeror, will be  able 
to  purchase  a 
certain                                                          


 amount
of Logic Devices' common stock for one half of its market price.                                                             


                                                                                                                                    



    
The  Rights  Plan 
provides for the distribution of one Right for each                                                          


 share of
Logic Devices'  outstanding  common stock as of May 1, 1997.  The                                                          


 Rights
presently have no economic value 
because  they cannot be
exercised                                                         



 unless
and until a person, group or entity acquires 
15%  or more of Logic                                                          


 Devices'
common stock or announces a tender offer. 
The Plan  also permits                                                         



 Logic
Devices' Board of Directors to redeem the Rights for one  cent 
per                                                          


 Right
under various circumstances.                                                                                                 



                                                                                     
                                               


    
William  Volz, Logic Devices'
President, said "Studies have shown that                                                          


 Rights
Plans can  enhance shareholder value in
a variety of ways.  That is                                                          


 why
hundreds of publicly-held companies have adopted them.  Logic Devices'                                                          


 Rights
Plan was adopted  simply  as 
a  precautionary  measure 
to  better                                                          


 
position  our  shareholders  to  realize  the 
long  term  value of their                                                          


 
investment,  and  to 
provide  an additional level of
protection  against                                                          


 coercive
or abusive tactics."                                                                                                      



                                                                                                                                     


     Mr.
Volz also said that Logic  Devices'
Rights Plan was not adopted in                                                          


 response
to any specific event or circumstance. 
The Rights will expire no                                                          


 later
than ten years from the date of 
the  Plan's adoption.  The creation                                                          


 of the
Rights is not a taxable event for Logic Devices' shareholders.                                                               


                                                                                                                                    



    For additional information, please
contact  William Volz, President or                                                          


 Todd
Ashford, CFO at (408) 542 5400.                                                                                      
         


                                                                                                                                    



    
LOGIC  Devices  develops 
and  markets  high 
performance   integrated                                                          


 
circuits  which address
computational intensive digital signal processing                                                          


 application  in  industrial 
and military markets.  Interested
customer or                                                          


 investors may contact the Company 
at:  Logic  Devices 
Incorporated, 1320                                                          


 Orleans
Drive, Sunnyvale, CA  94089, (408)
542-5400.                                                                               



                                                                                                                         
           


                                                                                                                                    



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