EXHIBIT 4.5
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                               FOURTH AMENDMENT TO
                        BLONDER TONGUE LABORATORIES, INC.
                          1995 LONG TERM INCENTIVE PLAN



          The Blonder Tongue  Laboratories,  Inc. 1995 Long Term Incentive Plan,
as heretofore amended (the "PLAN"), is hereby amended as follows:

     1.   The first  sentence of Section  3.1 of the Plan is hereby  amended and
          restated in its entirety as follows:

          "Subject  to  adjustment  pursuant  to the  provisions  of Section 3.2
          hereof,  the  number of shares  of Stock of the  Company  which may be
          issued and sold or awarded  under the Plan shall not exceed  1,150,000
          shares,  of which shares issued and sold  pursuant to Incentive  Stock
          Options under the Plan shall not exceed  1,125,000 and shares  subject
          to restricted stock awards may not exceed 25,000."

     2.   Ratification.  Except as expressly set forth in this Fourth  Amendment
          to the  Plan,  the  Plan is  hereby  ratified  and  confirmed  without
          modification.

     3.   Effective  Date.  The effective  date of this Fourth  Amendment to the
          Plan shall be February 22, 2002.