**STOCK PURCHASEAGREEMENT**

This STOCK PURCHASE AGREEMENT(this “Agreement”) is made and entered into as of September 29, 2010, by andbetween LOGIC Devices Incorporated, a California corporation, (the “Company”),and William Volz, a California resident, (the “Purchaser”).

RECITALS:

A.     TheCompany desires to obtain an infusion of additional capital to fund new productdevelopment and introductions.

B.     TheCompany desires to obtain such infusion of additional capital through the saleof shares of common stock, no par value per share (“Common Stock”), of theCompany on the terms and conditions hereinafter set forth.

C.     ThePurchaser desires to purchase shares of Common Stock each in an aggregateamount of $250,000 on the terms and conditions hereinafter set forth.

AGREEMENTS:

NOW, THEREFORE, in considerationof the foregoing premises, the mutual covenants hereinafter contained, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1   AGREEEMENT TOPURCHASE AND SELL SHARES. Subject to the terms and conditions of thisAgreement, at the Closing (as herein defined), the Company shall sell and issueto the Purchaser, 357,143 shares of Common Stock (the shares of Common Stockpurchased by the Purchaser, the “Purchased Shares”) for an aggregate purchaseprice of $250,000.00 and a per share purchase price of $0.70 (such amount beingequal to the Nasdaq Capital Market closing transaction price of the CommonStock on the date hereof).

1.2   MANNER OFDELIVERY OF SHARES AND PAYMENT THEREFOR. At the Closing, the Company shalldeliver to the Purchaser a certificate representing 357,143 shares of CommonStock registered in the name of such Purchaser. The $250,000 purchase pricepaid by the Purchaser shall be paid by check, wire transfer of immediatelyavailable funds, or other method acceptable to the Company.

1.3   CLOSING. Theclosing (the “Closing”) of the sale and purchase of the shares of Common Stockpursuant to this Agreement shall take place at the offices of the Company on September29, 2010 (the “Closing Date”) or at such earlier date or other place as aremutually agreeable to the Company and the Purchaser. Notwithstanding thepreceding sentence, the Closing shall not occur unless the conditions set forthin Article IV have been satisfied or waived.

ARTICLE II

ACKNOWLEDGEMENTSOF THE PURCHASER

The Purchaser acknowledges thefollowing:

2.1   NOREGISTRATION. The shares of Common Stock offered hereby have not been registeredunder the Securities Act of 1933, as amended (the “Securities Act”), or thesecurities laws of any state, and are being offered and sold in reliance onexemptions from the registration requirements of the Securities Act and statesecurities laws. The shares of Common Stock offered hereby have not beenapproved or disapproved by the Securities and Exchange Commission or thesecurities regulatory agency of any state, nor have any of the foregoingauthorities passed upon or endorsed the merits of this offering. The shares ofCommon Stock offered hereby may not be sold, transferred, or otherwise disposedof except in compliance with applicable securities laws and other lawsgoverning the offer and sale of such shares.

2.2   RESTRICTIONS,INFORMATION. Purchaser agrees that he will not sell or otherwise transfer thePurchaser’s Purchased Shares unless they are registered or exempt fromregistration under the Securities Act. It is understood that all documents,records, and books pertaining to this investment have been made available forinspection by the Purchaser.

2.3   ECONOMICRISK. Because the Purchased Shares have not been registered under theSecurities Act, or certain applicable state securities laws, the economic riskof the investment must be borne by the Purchaser and the Purchased Sharescannot be sold unless subsequently registered under the Securities Act and suchstate securities laws, or unless an exemption from such registration isavailable. In the case of any transfer of any Purchased Shares other thanpursuant to a registration statement, the Purchaser agrees to furnish anopinion of counsel customary for opinions of such kind to the Company to theeffect that a proposed transfer complies with applicable federal and statelaws.

ARTICLE III

REPRESENTATIONSAND WARRANTIES

3.1   REPRESENTATIONSAND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to thePurchaser as follows:

A.     Theexecution, delivery, and performance of this Agreement have been dulyauthorized by all necessary corporate action. The Company has the full right,power and authority to execute, deliver, and consummate this Agreement and thetransactions provided for herein, without the consent or approval of, noticeto, or registration with any person, association, entity, or governmentalauthority other than the Nasdaq Stock Market, Inc., and, assuming the due andvalid execution of this Agreement by the Purchaser, this Agreement representsthe valid and binding obligation of the Company, enforceable against the Companyand effective in accordance with its terms.

B.     Theexecution, delivery, performance, and consummation of this Agreement and thetransactions provided for herein do not and will not violate:  (i)any contract, agreement, or other commitment to which the Company is a party,or by which the Company is bound; (ii) the Company’s Articles of Incorporationor bylaws, or (iii) any order, writ, injunction, decree, statute, ordinance,rule, or regulation applicable to the Company.

C.     Theissuance of the Purchased Shares has been duly authorized by all necessarycorporate action. The Purchased Shares, when issued and delivered to Purchaser,shall be validly issued, fully paid and nonassessable, and shall be free andclear of all options, proxies, voting trusts, voting agreements, judgments,pledges, charges, escrows, rights of first refusal or first offer, mortgages,indentures, claims, transfer restrictions, liens, equities, security interests,and other encumbrances of every kind and nature whatsoever, whether arising byoperation of law or otherwise.

D.     TheCompany is a Company duly existing under the laws of the State of California,and has the full power and authority to own its property and conduct itsbusiness as presently conducted by it and is in good standing and dulyqualified in each jurisdiction where, because of the nature of its respectiveactivities or properties, such qualification is required.

3.2.   REPRESENTATIONSAND WARRANTIES OF PURCHASER. The Purchaser hereby represents and warrants tothe Company as follows:

A.     The Purchaserhas the full right, power, and authority to execute, deliver, and consummatethis Agreement and the transactions provided for herein, without the consent orapproval of, notice to, or registration with any person, association, entity,or governmental authority other than the Nasdaq Stock Market, Inc., and,assuming the due and valid execution of this Agreement by the Company, thisAgreement represents the valid and binding obligation of the Purchaser,enforceable against the Purchaser and effective in accordance with its terms.

B.     Theexecution, delivery, performance, and consummation of this Agreement and thetransactions provided for herein do not and will not violate: (i) any contract,agreement, or other commitment to which the Purchaser is a party, or by whichthe Purchaser is bound or (ii) any order, writ, injunction, decree, statute,ordinance, rule, or regulation applicable to the Purchaser.

C.     ThePurchaser has the financial ability to bear the economic risk of thePurchaser’s investment in the Purchased Shares and has no need for liquidity inthis investment in the Purchased Shares.

D.     ThePurchaser is an accredited investor as that term is defined in Rule 501promulgated under the Securities Act.

E.      ThePurchaser has the requisite knowledge and experience in financial and businessmatters to be capable of evaluating the merits and risks of an investment inthe Purchased Shares.

F.      ThePurchaser has evaluated and understands the risks and terms of investing thePurchased Shares.

G.     ThePurchaser is acquiring the Purchased Shares for his account for investmentpurposes only.

ARTICLE IV

CONDITIONS TO CLOSING

The obligations of the Company andof the Purchaser under this Agreement are subject to the fulfillment or waiverof the Company (in the case of the conditions of the Company) or by suchPurchaser (in the case of the conditions of such Purchaser) of all of thefollowing conditions prior to the Closing Date:

4.1   ACCURACY OFREPRESENTATIONS AND WARRANTIES. Each representation or warranty of the Company(in the case of the Purchaser) or of the Purchaser (in the case of the Company)contained in this Agreement shall be true and correct in all material respectson and as of the Closing Date with the same effect as though suchrepresentation and warranty had been made on and as of that date.

4.2   EXECUTION OFREGISTRATION RIGHTS AGREEMENT. A registration rights agreement, with termsmutually satisfactory to the Company and the Purchaser, dated as of the ClosingDate, shall have been executed and delivered by the Company and the Purchaser.

ARTICLE V

POST-CLOSINGCOVENANT

The Company shall apply for andtake all other actions necessary to cause the listing of the Purchased Sharesfor quotation and trading on the Capital Market System of the Nasdaq StockMarket, Inc. promptly following the Closing unless such Purchased Shares havebeen so listed on or prior to the Closing Date.

ARTICLE VI

STOCKCERTIFICATE LEGEND

In addition to any other legendsrequired by Agreement or required by law, each stock certificate issuedpursuant to this Agreement shall bear the following legends in substantiallythe following form:

THE SHARES REPRESENTED BY THISCERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), OR ANY APPLICABLE STATE LAW, AND SUCH SHARES MAY NOT BESOLD OR OTHERWISE TRANSFERRED UNLESS: (A) THEY ARE REGISTERED UNDER THE ACT ANDANY APPLICABLE STATE LAW; OR (B) SUCH SALE OR TRANSFER IS EXEMPT FROM SUCHREGISTRATION AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL CUSTOMARY FOROPINIONS OF SUCH KIND TO THE EFFECT THAT SUCH SALE OR TRANSFER IS SO EXEMPT.

ARTICLE VII

MISCELLANEOUS

7.1   PRINCIPALS OFCONSTRUCTION. In this Agreement, unless otherwise stated or the contextotherwise requires, the following usages apply: (a) headings are inserted forconvenience of reference only and are not a part of, nor shall they affect anyconstruction or interpretation of this Agreement; (b) all references toarticles, sections, schedules, and exhibits are to articles, sections, schedules,and exhibits in or to this Agreement unless otherwise specified; (c) referencesto a statute shall refer to the statute and any successor statute, and to allregulations promulgated under or implementing the statute or successor, as ineffect at the relevant time; (d) references to a governmental orquasi-governmental agency, authority, or instrumentality shall also refer to aregulatory body that succeeds to the functions of the agency, authority, orinstrumentality; (e) “including” means “including, but not limited to”; and (f)unless the context requires otherwise, all words used in this Agreement in thesingular number shall extend to and include the plural, all words in the pluralnumber shall extend to and include the singular and all words in any gendershall extend to and includes all genders.

7.2   NOTICES. Allnotices or other communications that are required or permitted hereunder shallbe in writing and sufficient if delivered personally, sent by confirmedfacsimile or email, sent by reputable overnight courier, or sent by registeredor certified mail, postage prepaid, return receipt requested, addressed, in thecase of the Purchaser, to the address for such Purchaser set forth in the booksand records of the Company and, in the case of the Company, to the attention ofthe Chief Financial Officer at the address of the executive offices of theCompany set forth in the most recent filing of the Company under the SecuritiesExchange Act of 1934, as amended. Any such communication shall be deemed tohave been given when delivered if delivered personally or by confirmedfacsimile or email, on the first business day after dispatch if sent byreputable overnight courier, and on the third business day after posting ifsent by certified mail.

7.3    MODIFICATION.Neither this Agreement nor any provisions hereof shall be waived, modified,discharged, or terminated except by an instrument in writing signed by theparty against whom any such waiver, modification, discharge, or termination issought.

7.4   ENTIREAGREEMENT. This Agreement contains the entire agreement of the parties withrespect to the subject matter hereof and there are no representations,covenants, or other agreements except as stated or referred to herein.

7.5   SEVERABILITY.Each provision of this Agreement is intended to be severable from every otherprovision, and the invalidity or illegality of any portion hereof shall notaffect the validity or legality of the remainder hereto.

7.6   ASSIGNABILITY.This Agreement is not transferrable or assignable by any of the parties hereto.

7.7   COUNTERPARTS.This Agreement may be executed in any number of counterparts, each of whichwhen executed and delivered shall be deemed an original, but all suchcounterparts shall constitute one and the same instrument.

7.8   GOVERNINGLAW. This Agreement shall be governed by and construed in accordance with thelaws of the State of California.

IN WITNESS THEREOF, the partieshereto have executed this Agreement as of the day and year first above written.

COMPANY:

LOGIC DEVICES INCORPORATED

A California Corporation

 

By:                                                   

Kimiko Milheim

Chief Financial Officer

 

PURCHASER:

                                                  

William J. Volz