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                                                                     EXHIBIT 4.5

                       SPECIMEN OF LEGEND TO BE PLACED ON

                 CHASE INDUSTRIES INC. COMMON STOCK CERTIFICATES

         This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Chase Industries Inc.
and Mellon Investor Services LLC, dated as of December 28, 2000 (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 Chase
Industries Inc. 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. Chase Industries Inc. will mail to the
holder of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. As described in the Rights Agreement,
Rights issued to or acquired by any Acquiring Person or any Affiliate or
Associate thereof (each as defined in the Rights Agreement), whether currently
held by or on behalf of such Person or by any subsequent holder, shall, under
certain circumstances, become null and void.