SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K/A

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(MARK ONE)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO  _____________

Commission file number 0-12254

SCIENTIFIC TECHNOLOGIES INCORPORATED(Exact name of Registrant as Specified in its Charter)



|Oregon                                                         | 77-0170363                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

6550 Dumbarton CircleFremont, CA     94555

(510) 608-3400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:Title of Class
Name of each exchange on which registeredCommon Stock, $.001 Par Value
NASDAQ National Market SystemIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   
 ̈ YES
       x NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   
 ̈ YES
       x NO


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing requirements for the past 90 days.   
x YES
        ̈ NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.
   x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer      ̈ Accelerated filer     ̈ Non-accelerated filer    x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
 ̈ YES
       x NO

The aggregate market value of voting stock held by non-affiliates of the
Registrant, based on the closing sales price of Common Stock on June 30, 2005 as reported by the
NASDAQ Market System, was approximately $4,645,000. Such amount excludes shares held by registrant's
current directors and officers and by each person who owns 5% or more of the outstanding Common
Stock in that such persons may be deemed to be "affiliates" as that term is defined pursuant to the
Rules and Regulations of the Securities Exchange Act of 1934. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.


The number of shares of the Registrant's Common Stock outstanding as of March 30, 2006 was 9,789,469  shares.



DOCUMENTS INCORPORATED BY REFERENCE
None.
The undersigned registrant hereby amends the following portions of its Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 as set forth below:

PART III is amended to read as follows:




PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth our executive officers, directors and key
personnel as of April 1, 2006:

|Name                  | Position with Company                                                         | Term as Director | Held Position Since                               | Age
|--------------------- | ----------------------------------------------------------------------------- | ---------------- | ------------------------------------------------- | ---
|Anthony R. Lazzara    | Chairman of the Board                                                         | One Year         | September 1984                                    | 75 
|Joseph J. Lazzara     | Director,
President,
Chief Executive Officer
and Treasurer                    | One Year         | September 1984
June 1989
June 1993
September 1984 | 54 
|James A. Lazzara      | Director and Secretary
Senior Vice President, Sales                           | One Year         | September 1984
June 1989                          | 49 
|James A. Ashford      | Director
Senior Vice President Operations                                     | One Year         | September 1988
March 2000                         | 54 
|Carl H. Frei          | Director                                                                      | One Year         | September 1988                                    | 72 
|Bernard J. Ploshay    | Director                                                                      | One Year         | September 1988                                    | 84 
|Richard S. Baldwinson | Director                                                                      | One Year         | August 2000                                       | 69 
|Frank Webster         | Vice President, Engineering                                                   |                  | March 1991                                        | 62 
|Richard O. Faria      | Vice President and Chief Financial Officer                                    |                  | June 2005                                         | 66 
|James M. Vella        | General Manager, Automation Products Group
Assistant Secretary
Vice President |                  | March 2000
May 1997
May 2002                      | 49 

Anthony R. Lazzara

Joseph J. Lazzara has been our Chief Executive Officer since June 17, 1993, President since June 22,
1989, and Treasurer and a director since September 21, 1984. He served as a Vice President of our parent from
September 21, 1984 until June 22, 1989. He has also served as Treasurer and a director of our parent since August 1981.
Prior to 1981, he was employed by Hewlett-Packard Company in Process and Engineering Management. Since February 2004, he has
been a director and member of the audit committee of Endwave Corporation. Endwave designs, manufactures, and markets RF
modules that enable the transmission, reception and processing of high-frequency signals in telecommunications networks, defense
electronics and homeland security systems. Mr. Lazzara received a Bachelor of Science in Engineering from Purdue University
and a Masters in Business Administration from Santa Clara University. He is a son of Anthony R. Lazzara.

James A. Lazzara has been our Senior Vice President, Sales since June 22, 1989, and has been the
Secretary and a director since September 21, 1984. He served as our Vice President from 1987 to June 22, 1989.
Mr. Lazzara joined Scientific Technologies in November 1979. He is also the Secretary, Vice President and a director of our
parent. Mr. Lazzara received a Bachelor of Science from California Polytechnic State University. He is a son of Anthony R.
Lazzara.

James A. Ashford was appointed Senior Vice President, Operations on March 6, 2000. Prior to that he had
been our Vice President, Operations since June 22, 1989 and has been a director since September 27, 1988. He has also
served as Vice President and General Manager of our Optical Sensor and Datricon Divisions since March 1986. From 1980 to March
1986, Mr. Ashford was employed by Smith-Kline Beckman, a medical instrumentation manufacturer, most recently as Marketing
Administration Manager and, prior to that, as Materials Manager. He holds a Bachelor of Science in Business from San Diego State
University. Mr. Ashford is a son-in-law of Anthony R. Lazzara.

Carl H. Frei has been a director since September 27, 1988. From 1970 to March 1989 he was employed by
Sonoco Fibre Drum Co., a manufacturer of packaging products, as Regional General Manager, after which time he retired. He was
employed as a sales executive by Greif Bros. Corporation, a manufacturer of packaging products until June 30, 1999, when he
retired.

Bernard J. Ploshay has been a director since September 27, 1988. He has been retired since 1981. From
1973 to 1981, Mr. Ploshay was employed by our parent as its Vice President of Manufacturing.

Richard S. Baldwinson has been a director since August 8, 2000. He is a former Vice President of Bank of
America, who retired in 1991 after serving for 25 years in various commercial and real estate lending positions. Recent positions he has
held include Manager of Loan Administration and Commercial Real Estate Lending Officer at Bank of America's California Real Estate
Industries Group in San Jose, from 1984 to 1991. From 1982 to 1984 he was Manager of the Real Estate Developer Center and Home
Loan Center at Bank of America's Santa Clara Main Office. From 1972 to 1981 he was the banker of our parent. He received a
Bachelor of Arts in Economics from Stanford University.

Richard O. Faria

Frank Webster

James M. Vella joined us as our Accounting Manager of the Optical Sensor Division in June 1986. In June 1987, he
was appointed Controller of that division. He was appointed our Controller in March 1996. In May of 1997, he was elected Assistant
Secretary. In September 1998, he was appointed to the position of Marketing Manager, Fiber Monitoring Products. In March 2000, he
was appointed to the position of General Manager of the Automation Products Group. In May 2002, he was appointed Vice President
and General Manager of the Automation Products Group. Prior to 1986, Mr. Vella held several positions with Smith-Kline
Beckman, a medical instrumentation manufacturer. He holds a Bachelor of Science in Business Administration from California
Polytechnic University at San Luis Obispo.

Audit Committee

The Audit Committee, comprised of directors Carl H. Frei,
Bernard J. Ploshay and Richard S. Baldwinson, is governed by a charter adopted by the Board of Directors. This charter
was amended in March 2005 and was included as Appendix A to our 2005 proxy statement. Our Audit Committee is directly
responsible for the appointment, compensation, retention and oversight of the work of our independent accountants; has established
procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters,
including procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or
auditing matters; has the authority to engage independent counsel and other advisors, as it determines necessary to carry out its
duties; and has been provided appropriate funding to carry out these responsibilities.

All of the members of the Audit Committee are "independent" members as defined under the rules of the Nasdaq National Market
and in Section 10A(m) of the Securities Exchange Act of 1934, as amended. The Board of Directors has determined that we have at
least one Audit Committee financial expert serving on the Audit Committee. The Audit Committee financial expert is Richard S.
Baldwinson, and he is independent. The Audit Committee held four meetings in 2005.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than
ten percent shareholders are required by Commission regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, we believe that
during fiscal 2005 all our executive officers and directors complied with all applicable filing requirements.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics, which
applies to our employees, officers and directors and which is intended to satisfy the rules of the SEC and the Nasdaq Stock Market. Our
Code of Business Conduct and Ethics is publicly available on our website at www.sti.com. The information contained on or connected
to our website is not incorporated by reference into this report and should not be considered part of this or any other report that we file
with or furnish to the SEC. We intend to post amendments to or waivers from this code on our website or as otherwise required by the
rules of the SEC and the Nasdaq Stock Market.

Item 11. EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth compensation paid by
us for services rendered during the fiscal years 2005, 2004 and 2003 by our "Named Executive Officers," which include our Chief
Executive Officer and the next four most highly compensated executive officers whose aggregate salary and bonus exceeded
$100,000.

Summary Compensation Table



|                                                            |                                                    | Annual Compensation                                            | Long Term Compensation                                  
|----------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------------------- | --------------------------------------------------------
|Name and Principal Position                                 | Year                                               | Salary                                                         | Bonus                                                   
|Anthony R. Lazzara
Chairman of the Board                    | 2005
                  2004
                  2003 | $378,572
                  $421,391
                  $461,571 | None
                  None
                  $5,411    
|Joseph J. Lazzara
President and Chief Executive Officer     | 2005
                  2004
2003                   | $330,603
                  $323,839
                  $314,016 | None
                  None
                  $3,410    
|James A. Lazzara
Senior Vice President, Sales               | 2005
                  2004
2003                   | $341,168
                  $320,549
                  $299,401 | None
                  None
                  $3,230    
|James A. Ashford
Senior Vice President                      | 2005
                  2004
2003                   | $330,093
                  $325,986
                  $300,859 | None
                  None
                  $3,583    
|Richard O. Faria
Vice President and Chief Financial Officer | 2005
                  2004
2003                   | $176,067
                  $166,568
                  $152,007 | $8,269
                  $1,962
                  $2,084

The columns entitled "Other Annual Compensation," "Restricted
Stock Awards," "LTIP Payouts" and "All Other Compensation" were omitted because no such compensation was paid or awarded
during the applicable periods.

Option/SAR Grants in Last Fiscal Year

No stock options or stock appreciation rights were granted to our named executive
officers during 2005.

Fiscal Year End Option Values

The following table sets forth information regarding options exercised by each of our
named executive officers during 2005. The table also sets forth information regarding the number and value of unexercised in-the-
money options held by such executive officers at the end of fiscal 2005.



|                   |                              |                | Number of Securities Underlying Unexercised Options at Fiscal Year End | Value of Unexercised 
In-the-Money Options at 
Fiscal Year End (1)
|------------------ | ---------------------------- | -------------- | ---------------------------------------------------------------------- | ------------------------------------------------------------------
|Name               | Shares Acquired  on Exercise | Value Realized | Exercisable                                                            | Unexercisable                                                     
|Anthony R. Lazzara | -                            | -              | 18,125                                                                 | 1,875                                                             
|Joseph J. Lazzara  | -                            | -              | 18,125                                                                 | 1,875                                                             
|James A. Lazzara   | -                            | -              | 18,125                                                                 | 1,875                                                             
|James A. Ashford   | -                            | -              | 18,125                                                                 | 1,875                                                             
|Richard O. Faria   | -                            | -              | 17,000                                                                 | 3,000                                                             

__________

(1)	Represents the per share closing market price on December 31, 2005 of $7.35 less the
exercise price per share.

Compensation of Directors

We do not pay directors who are also officers additional consideration for their
services as directors. Members of the Board who are not officers or employees are paid a fee of $1,000 per meeting for services as a
director. Directors receive no additional compensation for committee participation or attendance at committee meetings, unless such
meetings are held separately from a Board meeting. During 2004, Carl Frei and Bernard Ploshay were granted options to purchase
2,000 shares of our common stock and Richard Baldwinson was granted options to purchase 3,000 shares of our common stock.
During 2005, Carl Frei and Bernard Ploshay were granted options to purchase 2,000 shares of our common stock and Richard
Baldwinson was granted options to purchase 3,000 shares of our common stock.



Employment Contracts and Termination of Employment and Change-in-Control Arrangements

We have not entered into employment contracts with any of our named executive
officers.

Compensation Committee Interlocks and Insider Participation

Anthony R. Lazzara, Chairman of the Board of Directors, is a member of our
Compensation Committee. See "Certain Relationships and Related Transactions" regarding Mr. Lazzara's relationship to our
parent and certain transactions between our parent and us.

During 2005, no interlocking relationship existed between any member of our board of directors or compensation committee and
any member of the board of directors or compensation committee of any other company.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table provides information as of December 31, 2005 about our
common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans,
including the 1997 Stock Option Plan and the 1997 Employee Stock Purchase Plan:



|Plan category                                                                                                                            | Number of securities to be issued upon exercise of  outstanding 
options, warrants  and rights (a) | Weighted-average  exercise price of  outstanding options, warrants and rights (b) | Number of  securities remaining  available for  future issuance  under equity 
compensation   plans (excluding  securities reflected in  column (a))
|---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders:
           1997 Stock Option Plan 	
           1997 Employee Stock Purchase Plan | 554,666
               	-0-                                                                        | $ 5.48
	 n/a                                                                      | 247,108
		548,200                                                                                                                                   
|Equity compensation plans not approved by security holders                                                                               | -0-                                                                                                | n/a                                                                               | n/a                                                                                                                                                 
|Total                                                                                                                                    | 554,666                                                                                            | $	5.48                                                                            | 795,308                                                                                                                                             

Beneficial Ownership

The following table indicates the number of shares of common stock
beneficially owned as of April 1, 2006 by each person known by us to own more than 5% of our outstanding common stock, by each of
the Named Executive Officers (as defined below) and by all officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. In computing
the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares of common stock
subject to options held by that person that are currently exercisable or will become exercisable within 60 days after April 1, 2006, while
those shares are not included for purposes of computing percentage ownership of any other person. Unless otherwise indicated, the
persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.

The address of each individual named is the address of Scientific Technologies Incorporated.



|Title of Class         | Name of Beneficial Owner                           | Amount and Nature of  Beneficial Ownership(1) | Percent of  Class
|---------------------- | -------------------------------------------------- | --------------------------------------------- | -----------------
|Common $.001 Par Value | Anthony R. Lazzara                                 | 4,265,866 Indirect(1)
18,125 Direct(2)        | 43.5(1)
*(2)     
|Common $.001 Par Value | Joseph J. Lazzara                                  | 1,135,338 Indirect(1)
18,125 Direct(2)        | 11.6(1)*(2)      
|Common $.001 Par Value | James A. Lazzara                                   | 1,168,73 Indirect(1)
18,125 Direct(2)         | 11.9(1)*(2)      
|Common $.001 Par Value | James A. Ashford                                   | 1,018,465 Indirect(1)
18,125 Direct(2)        | 10.4(1)*(2)      
|Common $.001 Par Value | Carl H. Frei                                       | 11,150 Direct(2)                              | *(2)             
|Common $.001 Par Value | Bernard J. Ploshay                                 | 7,250 Direct(2)                               | *(2)             
|Common $.001 Par Value | Richard S. Baldwinson                              | 7,500 Direct(2)                               | *(2)             
|Common $.001 Par Value | Richard O. Faria                                   | 21,043 Direct(2)                              | *(2)             
|Common $.001 Par Value | All officers and directors as a group (10 persons) | 7,771,834 Indirect(1)
183,453 Direct(2)       | 77.8(1)1.7(2)    

* less than 1%

(1)	Scientific Technology Incorporated also referred to as our parent, was the shareholder of record of
8,348,075 of our shares (86%) as of the record date. As of such date, the shareholders of our parent were as follows: Anthony R.
Lazzara (51%); Joseph J. Lazzara (14%); James A. Lazzara (14%); James A. Ashford (12%); and other members of the Lazzara family
(9%). As a result of such share holdings, the individuals named in the table may be deemed to indirectly own the number and
percentage of shares set forth opposite their respective names.

(2)	Includes shares issuable pursuant to options vested as of 60 days following April 1, 2006 in the following amounts: Anthony
R. Lazzara, 18,125 shares; Joseph J. Lazzara, 18,125 shares; James A. Lazzara, 18,125 shares; James A. Ashford, 18,125 shares;
James M. Vella, 21,750 shares; Richard O. Faria, 20,000 shares, Frank Webster, 31,850 shares; Carl H. Frei, 6,750 shares; Bernard J.
Ploshay, 4,250 shares; and Richard S. Baldwinson, 7,500 shares.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We provide certain management services to Scientific Technology Incorporated, our parent. Costs of
these services were allocated to our parent based upon the amount of time employees spent providing these services. The amount
charged to our parent for 2005 was $298,000.

We lease a 95,000 square foot facility owned by an affiliate of our parent, a small portion of which is occupied by our parent. The
lease term is for ten years. Overhead costs are allocated primarily on the basis of square footage utilized. We lease a 25,000 square
foot facility, owned by an affiliate of our parent, in Logan, Utah, which houses the Automation Sensors Division operations.

We utilize a payable to or receivable from our parent account to record activity including cash received, cash disbursed and
amounts owed to our parent for allocated charges and dividends. The net effect of transactions with our parent resulted in a receivable
from parent of $228,000 at December 31, 2005.

Anthony R. Lazzara, Joseph J. Lazzara, and James A. Lazzara, each of whom is an officer of STI, are employees and
significant shareholders of our parent. Please see "Security Ownership of Certain Beneficial Owners and Management" for their
respective equity interests in our parent, and "Executive Officers, Directors and Key Personnel" for their employment positions with our
parent.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

Audit fees billed to us by BDO Seidman during our 2004 and 2005
fiscal years for professional services rendered by them for the audits of our annual financial statements and reviews of financial
statements included in our quarterly reports on Form 10-Q totaled $140,000 and $155,242, respectively.

Audit-Related Fees

There were no additional fees billed to us by BDO Seidman
or PricewaterhouseCoopers during our 2004 and 2005 fiscal years for assurance and related services by them that are reasonably
related to the performance of the audit or review of our financial statements, and that are not disclosed above. Audit-related fees billed
to us by PricewaterhouseCoopers during our 2005 fiscal year for professional services billed by them to render an opinion on our 2003
financial statements included in our 2005 report on Form 10-K totaled $7,000.

Tax Fees

The aggregate fees billed to us by
PricewaterhouseCoopers during our 2004 fiscal year for professional services rendered by them for tax compliance, tax advice, tax
planning and federal and state tax return preparation totaled $58,000. The aggregate fees billed to us by BDO Seidman during our
2005 fiscal year for professional services rendered by them for tax compliance, tax advice, and tax planning totaled $181,475. These
fees include tax compliance, tax planning and federal and state tax return preparation.

All Other Fees

During 2004, we were billed $800 by BDO Seidman for fees relating to their transition as our registered auditors. During 2004,
we were billed $55,328 by PricewaterhouseCoopers for services relating to an SEC comment letter and fees relating to the transition to
BDO Seidman. No other fees were charged to us by BDO Seidman or PricewaterhouseCoopers during fiscal years 2004 or 2005.

Audit Committee's Pre-Approval Policies and Procedures

All audit and permissible non-audit services provided by the Company's
independent registered public accountants, BDO Seidman, LLP, require pre-approval by the Audit Committee in accordance with a pre-
approval policy approved by the Audit Committee. The policy (i) includes a list of the audit, audit-related, tax and other services that
have been granted general pre-approval and may be provided without specific pre-approval from the Audit Committee and (ii) sets forth
the pre-approval requirements for all permitted services. The pre-approval policy is reviewed on an annual basis by the Audit
Committee and is subject to amendment from time to time. The Audit Committee approved all of the services provided by BDO
Seidman in fiscal year 2005.

PART IV is amended to include the following:

PART IV

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  The following documents are filed as a part of this Amendment on Form 10-K/A:

3.    EXHIBITS AND EXHIBIT INDEX:

Exhibit 31.1 - Certification of Chief Executive Officer Pursuant To Section 302(a) of the
  Sarbanes-Oxley Act of 2002

Exhibit 31.2 - Certification of Chief Financial Officer Pursuant To Section 302(a) of the
     Sarbanes-Oxley Act of 2002

Exhibit 32.1 - Certification of Chief Executive Officer and Chief Financial
Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act Of 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 28, 2006



| |                                     
| | ------------------------------------
| | SCIENTIFIC TECHNOLOGIES INCORPORATED



| |     |                      
| | --- | ---------------------
| | By: | /s/ Joseph J. Lazzara

| |                                                         
| | --------------------------------------------------------
| |                                                         
| | Joseph J. Lazzara, President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

|Signature                               | Title                                                                                    | Date          
|--------------------------------------- | ---------------------------------------------------------------------------------------- | --------------
|                                        |                                                                                          |               
|*Anthony R. Lazzara                     | Chairman of the Board                                                                    | April 28, 2006
|                                        |                                                                                          |               
|/s/ Joseph J. Lazzara Joseph J. Lazzara | President, Chief Executive Officer,
   Treasurer, Director (Principal Executive Officer) | April 28, 2006
|                                        |                                                                                          |               
|*   James A. Lazzara                    | Vice President, Secretary and
   Director                                                | April 28, 2006
|                                        |                                                                                          |               
|*   James A. Ashford                    | Director                                                                                 | April 28, 2006
|                                        |                                                                                          |               
|*   Richard S. Baldwinson               | Director                                                                                 | April 28, 2006
|                                        |                                                                                          |               
|*   Carl H. Frei                        | Director                                                                                 | April 28, 2006
|                                        |                                                                                          |               
|*   Bernard J. Ploshay                  | Director                                                                                 | April 28, 2006
|                                        |                                                                                          |               
|/s/ Richard O. Faria   Richard O. Faria | Vice President and Chief Financial Officer (Principal Financial Officer)                 | April 28, 2006





*	By:/s/ Joseph J. Lazzara	
              Joseph J. Lazzara
              Attorney-in-Fact

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