Exhibit 2
Form of Legend:
"This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Amended and Restated Rights
Agreement between Liberty Technologies, Inc. (the "Company") and
StockTrans, Inc. (the "Rights Agent") dated as of October 6, 1997 (the
"Amended and Restated Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal office of the stock transfer administration office of the
Rights Agent. Under certain circumstances, as set forth in the Amended
and Restated 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 Amended and Restated Rights Agreement, as in effect on the
date of mailing, without charge promptly after receipt of a written
request therefor. Under certain circumstances set forth in the Amended
and Restated Rights Agreement, Rights issued to, or held by, any Person
who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Amended and
Restated Rights Agreement), whether currently held by or on behalf of
such Person or by any subsequent holder, may become null and void."
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