AMENDMENT  OF  THE  PLAN  FOR  EGTRRA

       AMENDMENT NUMBER ONE TO COMPETITIVE TECHNOLOGIES, INC. 401 (K) PLAN

     BY  THIS  AGREEMENT,  Competitive  Technologies,  Inc. 401 (k) Plan (herein
referred  to  as  the  Plan)  is  hereby  amended  as  follows:

                                   ARTICLE I
                                   PREAMBLE

1.1     Adoption and effective date of amendment.  This amendment of the Plan is
adopted  to  reflect  certain  provisions  of the Economic Growth and Tax Relief
Reconciliation  Act  of 2001 (EGTRRA).  This amendment is intended as good faith
compliance  with the requirements of EGTRRA and is to be construed in accordance
with  EGTRRA  and guidance issued thereunder. Except as otherwise provided, this
amendment  shall  be  effective  as  of  the  first  day  of the first Plan Year
beginning  after  December  31,  2001.

1.2     Supersession of inconsistent provisions.  This amendment shall supersede
the  provisions of the Plan to the extent those provisions are inconsistent with
the  provisions  of  this  amendment.

                                    ARTICLE II
                        LIMITATIONS ON CONTRIBUTIONS

2.1     Effective  date.  This Article shall be effective for "limitation years"
beginning  after  December  31,  2001.

2.2     Maximum  annual  addition.  Except to the extent permitted under Article
IX  of this amendment and Code Section 414(v), the "annual addition" that may be
contributed  or  allocated  to  a  Participant's  account under the Plan for any
"limitation  year"  shall  not  exceed  the  lesser  of:

     (a)      $40,000,  as  adjusted  for  increases in the cost-of-living under
Code  Section  415(d),  or

     (b)     one-hundred  percent (100%) of the Participant's "415 Compensation"
for  the  "limitation  year."

     The  "415  Compensation"  limit  referred  to in (b) shall not apply to any
contribution  for  medical  benefits  after  separation from service (within the
meaning  of  Code Section 401 (h) or Code Section 419A(f)(2)) which is otherwise
treated  as  an  "annual  addition."

                                 ARTICLE III
                         INCREASE IN COMPENSATION LIMIT

     The  annual  Compensation  of  each  Participant  taken  into  account  in
determining  allocations  for  any  Plan Year beginning after December 31, 2001,
shall  not  exceed  $200,000,  as  adjusted  for  cost-of-living  increases  in
accordance  with  Code  Section  401  (a)(17)(B).

                               ARTICLE IV
                     MODIFICATION OF TOP-HEAVY RULES

4.1     Effective  date.  This  Article  shall apply for purposes of determining
whether  the  Plan  is  a


                                        1

<PAGE>

top-heavy plan under Code Section 416(g) for Plan Years beginning after December
31, 2001, and whether the Plan satisfies the minimum benefits requirements of
Code Section 416(c) for such years.  This Article amends Article IX of the Plan.

4.2  Determination  of  top-heavy  status.

     (a)     Key  employee.  Key  employee means any Employee or former Employee
(including  any  deceased  Employee)  who  at any time during the Plan Year that
includes  the  determination  date  was  an officer of the Employer having  "415
Compensation"  greater  than  $130,000 (as adjusted under Code Section 416(i)(1)
for  Plan  Years  beginning  after  December 31, 2002), a 5-percent owner of the
Employer, or a 1-percent owner of the Employer having "415 Compensation" of more
than  $150,000.  The  determination  of  who  is  a key employee will be made in
accordance  with Code Section 416(i)(1) and the applicable regulations and other
guidance  of  general  applicability  issued  thereunder.

     (b)     Determination  of  present  values  and  amounts.  This section (b)
shall  apply  for purposes of determining the present values of accrued benefits
and  the  amounts of account balances of Employees as of the determination date.

(1)     Distributions during year ending on the determination date.  The present
values of accrued benefits and the amounts of account balances of an Employee as
of  the  determination  date  shall  be increased by the distributions made with
respect  to  the  Employee  under the Plan and any plan aggregated with the Plan
under  Code  Section  416(g)(2)  during  the  1-year  period  ending  on  the
determination  date.  The  preceding  sentence shall also apply to distributions
under  a  terminated  plan  which,  had  it not been terminated, would have been
aggregated  with  the  Plan under Code Section 416(g)(2)(A)(i). In the case of a
distribution  made  for  a  reason other than separation from service, death, or
disability,  this provision shall be applied by substituting "5-year period" for
"1-year  period."

(2)     Employees  not  performing  services  during  year  ending  on  the
determination  date.  The  accrued  benefits  and accounts of any individual who
has  not  performed services for the Employer during the 1-year period ending on
the  determination  date  shall  not  be  taken  into  account.

4.3     Minimum  benefits.  Employer  matching contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of Code
Section  416(c)  (2)  and  the  Plan.  The  preceding  sentence shall apply with
respect  to  matching contributions under the Plan or, if the Plan provides that
the  minimum  contribution  requirement shall be met in another plan, such other
plan.  Employer  matching  contributions  that  are  used to satisfy the minimum
contribution  requirements  shall  be  treated  as  matching  contributions  for
purposes  of  the  actual contribution percentage test and other requirements of
Code  Section  401  (m).

                                   ARTICLE V
                     DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

5.1      Effective  date.  This  Article shall apply to distributions made after
December  31,  2001.

5.2     Modification of definition of eligible retirement plan.  For purposes of
the  direct  rollover  provisions  in Section 7.12 p.60 of the Plan, an eligible
retirement  plan  shall  also mean an annuity contract described in Code Section
403  (b)  and  an  eligible  plan  under  Code         Section  457(b)  which is
maintained  by  a  state,  political  subdivision  of  a state, or any agency or

                                        2

<PAGE>

instrumentality  of a state or political subdivision of a state and which agrees
to  separately  account  for  amounts transferred into such plan from this Plan.
The  definition  of  eligible  retirement plan shall also apply in the case of a
distribution  to  a surviving spouse, or to a spouse or former spouse who is the
alternate  payee  under  a qualified domestic relation order, as defined in Code
Section  414(p).

5.3     Modification  of definition of eligible rollover distribution to exclude
hardship  distributions.  For  purposes  of  the  direct  rollover provisions in
Section  7.12  p.60  of  the Plan, any amount that  is distributed on account of
hardship  shall not be an eligible rollover distribution and the distributee may
not  elect  to  have  any  portion  of  such  a distribution paid directly to an
eligible  retirement  plan.

                                  ARTICLE VI
                           ROLLOVERS FROM OTHER PLANS

     The  Administrator,  operationally  and  on  a nondiscriminatory basis, may
limit  the  source  of rollover contributions that may be accepted by this Plan.

                                  ARTICLE VII
                 ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

7.1     Applicability  and  effective  date.  This  Article  applies to rollover
contributions  and involuntary cash-outs, and shall be effective with respect to
distributions made on and after January 1, 2002 with respect to Participants who
separate  from  service  on  or  after  January  1,  2002.

7.2     Rollovers  disregarded  in  determining  value  of  account  balance for
involuntary distributions.  For purposes of Section 6.4(a) p.46 of the Plan, the
value  of  a  Participant's  nonforfeitable  account balance shall be determined
without  regard  to  that portion of the account balance that is attributable to
rollover  contributions  (and  earnings allocable thereto) within the meaning of
Code  Sections  402(c),  403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).
If  the  value  of  the  Participant's  nonforfeitable  account  balance  as  so
determined  is  $5,000  or  less,  the  Plan  shall  immediately  distribute the
Participant's  entire  nonforfeitable  account  balance.

                                ARTICLE VIII
                           REPEAL OF MULTIPLE USE TEST

      The  multiple  use  test  described  in Treasury  Regulation Section 1.401
(m)-2  and  Section  4.7(a)(2)  p.32  of the Plan shall not apply for Plan Years
beginning  after  December  31,  2001.

                                ARTICLE IX
                         CATCH-UP CONTRIBUTIONS

9.1     Effective date.  This Article shall apply to catch-up contributions made
on  and  after  August  1,  2002.

9.2     Applicability.  All Employees who are eligible to make salary reductions
under  this Plan and who have attained age 50 before the close of the Plan  Year
shall  be  eligible to make  catch-up  contributions  in  accordance  with,  and
subject  to  the  limitations  of,    Code  Section  414(v).  Such  catch-up
contributions  shall not be taken into account for purposes of the provisions of
the  Plan implementing the required limitations of Code Sections 402(g) and 415.
The  Plan  shall not be treated as falling to satisfy the provisions of the Plan
implementing  the  requirements  of  Code  Section  401  (k)(3)  ,  401(k)(11),
401(k)(12),  410(b),  or  416,  as  applicable,

                                       3

<PAGE>

by  reason  of  the  making  of  such  catch-up  contributions.

                                 ARTICLE X
                SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

     A  Participant  who,  after  December  31, 2001, receives a distribution of
elective  deferrals  on  account  of  hardship,  shall be prohibited from making
elective  deferrals and Employee contributions under this and all other plans of
the Employer for six (6) months after receipt of the distribution. A Participant
who,  in  calendar  year  2001, receives a distribution of elective deferrals on
account  of  hardship  shall  be  prohibited  from making elective deferrals and
Employee  contributions  under  this and all other plans of the Employer for six
(6) months after receipt of the distribution or until January 1, 2002, if later.

                                   ARTICLE XI
                   DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

11.1.     Effective  date.  This Article shall apply for distributions occurring
on  and  after  January  1,  2002  regardless  of when severance from employment
occurred.

11.2.     New  distributable  event.  A Participant's Elective Contributions and
earnings  attributable to these contributions shall be distributed on account of
the Participant's severance from employment.  However, such a distribution shall
be  subject  to  the other provisions of the Plan regarding distributions, other
than  provisions  that require a separation from service before such amounts may
be  distributed.

                                     4

<PAGE>

     IN  WITNESS  WHEREOF,  this  Amendment  has  been  executed  this  23rd day
of  December,  2002.

                                   Competitive Technologies, Inc.

     By:   \s\ xxxxxxxxxxx
           -----------------
           EMPLOYER

           \s\ xxxxxxxxxxx
           ---------------
           TRUSTEE

           \s\ Jeanne Wendschuh
           --------------------
           TRUSTEE


<PAGE>

                MINIMUM  DISTRIBUTION  REQUIREMENTS

                      AMENDMENT  TO  THE

          COMPETITIVE  TECHNOLOGIES,  INC.  401  (K)  PLAN

                       ARTICLE I GENERAL RULES

1.1      Effective Date.Unless a later effective date is specified in Section
         ---------------
6.1 of this Amendment, the provisions of this Amendment will apply for purposes
of determining required minimum distributions for calendar years beginning with
the 2002 calendar year.

1.2      Coordination with Minimum Distribution Requirements Previously in
         -----------------------------------------------------------------
Effect.If the  effective date of this Amendment is earlier than calendar years
beginning with the 2003  calendar year, required minimum distributions for 2002
under this Amendment will be  determined as follows.  If the total amount of
2002 required minimum distributions under the   Plan made to the distributee
prior to the effective date of this Amendment equals or exceeds the required
minimum distributions determined under this Amendment, then no additional
distributions will be required to be made for 2002 on or after such date to the
distributee. If the total amount of 2002 required minimum distributions under
the Plan made to the distributee prior to the effective date of this Amendment
is less than the amount determined under this Amendment, then required minimum
distributions for 2002 on and after such date will be determined so that the
total amount of required minimum distributions for 2002 made to the distributee
will be the amount determined under this Amendment.

1.3      Precedence.The requirements of this Amendment will take precedence over
         -----------
any  inconsistent  provisions  of  the  Plan.

1.4     Requirements of Treasury Regulations Incorporated.All distributions
        --------------------------------------------------
required under this Amendment will be determined and made in accordance with the
Treasury regulations under Section 401 (a)(9) of the Internal Revenue Code.

1.5     TEFRA Section 242(b)(2) Elections.Notwithstanding the other provisions
        ----------------------------------
of this Amendment, distributions may be made under a designation made before
January 1, 1984, in accordance with Section 242{b)(2) of the Tax Equity and
Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to
Section 242(b)(2) of TEFRA.

                                 ARTICLE II
                         TIME AND MANNER OF DISTRIBUTION

2.1     Required Beginning  Date.The  Participant's  entire  interest  will  be
        ------------------------
distributed,  or  begin  to be distributed, to the Participant no later than the
Participant's  required  beginning  date.

2.2     Death of Participant Before Distributions Begin.If the Participant dies
        ------------------------------------------------
before distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:

(a)  If the Participant's surviving spouse is the Participant's sole designated
beneficiary, then, except as provided in Article VI, distributions to the
surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by

<PAGE>

December  31  of  the calendar year in which the Participant would have attained
age  70%,  if  later.

(b)  If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, then, except as provided in Article VI, distributions to
the designated beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died.

(c)  If there is no designated beneficiary as of September 30 of the year
following the year of the Participant's death, the Participant's entire interest
will be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

(d)  If the Participant's surviving spouse is the Participant's sole designated
beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this Section 2.2, other than
Section 2.2(a), will apply as if the surviving spouse were the Participant.

For purposes of this Section 2.2 and Article IV, unless Section 2.2(d) applies,
distributions are considered to begin on the Participant's required beginning
date. If Section 2.2(d) applies, distributions are considered to begin on the
date distributions are required to begin to the surviving spouse under Section
2.2(a). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's required
beginning date (or to the Participant's surviving spouse before the date
distributions are required to begin to the surviving spouse under Section
2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.

2.3      Forms of Distribution.Unless the Participant's interest is distributed
         ----------------------
in the form of an annuity purchased from an insurance company or in a single sum
on or before the required beginning date, as of the first distribution calendar
year distributions will be made in accordance with Articles 3 and 4 of this
Amendment.  If the Participant's interest is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder will be
made in accordance with the requirements of Section 401 (a)(9) of the Code and
the Treasury regulations.

                               ARTICLE III
           REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANTS LIFETIME

3.1      Amount of Required Minimum Distribution For Each Distribution Calendar
         ----------------------------------------------------------------------
Year.During the Participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:

(a) the quotient obtained by dividing the Participant's account balance by the
distribution period in the Uniform Lifetime Table set forth in Section 1.401
(a)(9)-9 of the Treasury regulations, using the Participant's age as of the
Participant's birthday in the distribution calendar year; or

(b) if the Participant's sole designated beneficiary for the distribution
calendar year is the Participant's spouse, the quotient obtained by dividing the
Participant's account balance by the number in the Joint and Last Survivor Table
set forth in Section 1.401 (a)(9)-9 of the Treasury regulations, using the
Participant's and spouse's attained ages as of the Participant's and spouse's
birthdays in the distribution calendar year.

<PAGE>

3,2     Lifetime Required Minimum Distributions Continue Throuqh Year of
        ----------------------------------------------------------------
Participant's Death.Required minimum distributions will be determined under this
Article 3 beginning with the first distribution calendar year and up to and
including the distribution calendar year that includes the Participant's date of
death.

                                ARTICLE IV
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1     Death  On  or  After  Date  Distributions  Beqin.
        -------------------------------------------------

(a)  Participant Survived bv Desiqnated Beneficiarv.If the Participant dies on
     -----------------------------------------------
or after the date distributions begin and there is a designated beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant's death is the quotient obtained by dividing
the Participant's account balance by the longer of the remaining  life
expectancy of the Participant or the remaining life expectancy of the
Participant's designated beneficiary, determined as follows:

(1)  The  Participant's remaining life expectancy is calculated using the age of
the  Participant  in the year of death, reduced by one for each subsequent year.

(2) If the Participant's surviving spouse is the Participant's sole designated
beneficiary, the remaining life expectancy of the surviving spouse is calculated
for each distribution calendar year after the year of the Participant's death
using the surviving spouse's age as of the spouse's birthday in that year. For
distribution calendar years after the year of the surviving spouse's death, the
remaining life expectancy of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse's birthday in the calendar year of the
spouse's death,  reduced by one for each subsequent calendar year.

(3) If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, the designated beneficiary's remaining life expectancy
is calculated using the age of the beneficiary in the year following the year of
the Participant's death, reduced by one for each subsequent year.

(b) No Designated Beneficiary.  If the Participant dies on or after the date
    --------------------------
distributions begin  and there is no designated beneficiary as of September 30
of the year after the year of the Participant's death, the minimum amount that
will be distributed for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the Participant's
account balance by the Participant's remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.

4.2     Death  Before  Date  Distributions  Beqin.
        ------------------------------------------

(a) Participant Survived bv Desiqnated Beneficiarv.Except as provided in Article
    -----------------------------------------------
VI, if the Participant dies before the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's account balance by the remaining
life expectancy of the Participant's designated beneficiary, determined as
provided in Section 4.1.

(b)  No  Desiqnated  Beneficiarv.If  the  Participant  dies  before  the  date
     ----------------------------
distributions begin and there is no designated beneficiary as of September 30 of
the  year  following  the  year  of  the

<PAGE>

Participant's death, distribution of the Participant's entire interest will be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.

(c) Death of Surviving Souse Before Distributions to Surviving Souse Are
    --------------------------------------------------------------------
Required to Begin.    If the Participant dies before the date distributions
begin, the Participant's surviving spouse is the Participant's sole designated
beneficiary, and the surviving spouse dies before distributions are required to
begin to the surviving spouse under Section 2.2(a), this Section 4.2 will apply
as if the surviving spouse were the Participant.

                              ARTICLE V DEFINITIONS

5.1     Desiqnated beneficiarv.  The individual who is designated as the
        -----------------------
Beneficiary under the Plan and is the designated beneficiary under SectibriA01
(a)(9) of the Internal Revenue Code and Section 1.401 (a)(9)-1, Q&A-4, of the
Treasury regulations.

5.2     Distribution calendar year.  A calendar year for which a minimum
        ---------------------------
distribution is required.  For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under Section 2.2. The required minimum distribution for the
Participant's first distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's required beginning
date occurs, will be made on or before December 31 of that distribution calendar
year.

5.3      Life expectancy.  Life expectancy as computed by use of the Single Life
         ----------------
Table  in  Section  1.401  (a)(9)-9  of  the  Treasury  regulations.

5.4     Participant's  account  balance.  The  account  balance  as  of the last
        --------------------------------
valuation  date  in  the
calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions made and allocated
or forfeitures allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made in
the valuation calendar year after the valuation date. The account balance for
the valuation calendar year includes any amounts rolled over or transferred to
the Plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year.

5.5     Required  beqinninq  date.  The  date  specified  in  the  Plan  when
        --------------------------
distributions under Section 401 (a)(9) of the Internal Revenue Code are required
to  begin.

<PAGE>

     IN  WITNESS  WHEREOF,  this  Amendment  has been executed this 11th day .of
November,  2003.


Competitive  Technologies,  Inc.


By /s/ John B. Nano
    EMPLOYER

By:  /s/ Jeanne Wendschuh
    TRUSTEE



<PAGE>

                    COMPETITIVE  TECHNOLOGIES;  INC.

               MEETING OF THE BOARD OF DIRECTORS December 5, 2003

RESOLUTION  TO  AMEND  THE  COMPETITIVE  TECHNOLOGIES,  INC.  401(K)  PLAN

That the Competitive Technologies, Inc. 401 (k) Plan be and hereby is amended by
revising  Section  4.1(c)  and  4.4(b)(3)  thereof to read as follows, with such
amendments  to  be  effective  as  of  January  1,2003:

4.1  (c)     On  behalf  of  each  Participant  who  is eligible to share in the
Qualified Non-Elective Contribution for the Plan Year, a discretionary Qualified
Non-Elective  Contribution  equal  to  a  uniform  percentage  of  each eligible
individual's  Compensation,  the exact percentage, if any, to be determined each
year  by the Employer. Any Employer Qualified Non-Elective Contribution shall be
deemed  an  Employer  Elective  Contribution.

4.4(b)(3)     With respect to the Employer Qualified Non-Elective Contribution
made pursuant to Section 4.1(c), to each Participant's Elective Account when
used to satisfy the "Actual Deferral Percentage" tests or Participant's Account
in accordance with Section 4.1(c).

Only Participants who have completed a Year of Service dUll11g the Plan Year and
are actively employed on the last day of the Plan Year shall be eligible to
share in the Qualified Non-Elective Contribution for the year.

<PAGE>

                    COMPETITIVE  TECHNOLOGIES,  INC.

                MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

                            JUNE  9,  2005

     A  meeting  of  the  Board  of  Directors  (the  "Board")of  Competitive
Technologies,  Inc.,  a Delaware corporation (the "Company"),was held on June 9,
2005  at  the Newport Marriott Hotel in Newport, Rhode Island. The meeting began
at  8:00  a.m.  Eastern  Time.  Present at the meeting were all of the directors
including  Richard  E.  Carver,  George W. Dunbar, Jr., Dr. Donald J. Freed, Dr.
Maria-Luisa  Maccecchini,  John  B.  Nano,  Charles J. Philippin in, and John M.
Sabin.  Also  present  were  Michael  D.  Davidson,  Vice  President  and  Chief
Financial  Officer,  Paul  A. Levitsky, Vice President and General COlU1sel, and
Allan  J.  Reich  of  Seyfarth  Shaw  LLP,  outside  counsel  to  the  Company.

Mr.  Carver  chaired  the  meeting  and  Mr.  Reich  acted  as  secretary.


<PAGE>

     The next item on the agenda was the Compensation and Stock Option
Committee's (the "Compensation Committee")proposed amendments to the Company's
401(k) Plan, which had been provided to members of the Board prior to the
meeting. The Board reviewed and engaged in discussion of the proposed
amendments. Upon motion duly made and seconded, the Board unanimously approved
and adopted the following resolutions:

     RESOLVED,  that the Company's 401(k) Plan be amended in Article III section
3.2  paragraph  one  to  read  as  set  forth  below,  with such Amendment to be
effective  as  of  January  1,  2005.

3.2     EFFECTIVE  DATE  OF  TERMINATION

An Eligible Employee shall become a Participant effective as of the first day of
the Plan Year month coinciding with or next following the date such Employee met
the  eligibility  requirements  of Section 3.1, provided said Employee was still
employed  as  of  such  date (or if not employed on such date, as of the date of
rehire  if  a  10- Year Break in Service has not occurred or, if later, the date
that  the  Employee  would  have otherwise entered the Plan had the Employee not
terminated  employment).

     FURTHER  RESOLVED,  that  the Company's 40l(k) Plan be amended in Article N
section  4.2(j)(2)  to  read  as  set  forth  below,  with  such Amendment to be
effective  as  of  January  1,  2005.

4.2     PARTICIPANT'S  SALARY  REDUCTION  ELECTION

(j)(2)  A  Participant  may  modify  a  prior  election during the Plan Year and
concurrently  make  a  new  election  by  filing  a  written  notice  with  the
Administrator  within  a  reasonable  time  before the pay period for which such
modification  is  to  be effective.  However, modifications to a salary deferral
election shall only be permitted monthly, during election periods established by
the  Administrator  prior  to  the  first  day  of  each  Plan  Year
month.  Any  modification  shall not have retroactive effect and shall remain in
force  until  revoked.


<PAGE>


Upon  motion  duly  made and seconded, the Board also unanimously approved other
proposed  amendments  set  forth  in  the memorandum dated May 31, 2005 firm the
Trustees  of  401 (k) Plan to the Compensation Committee, Board of Directors and
Mr.  Nano,  a  copy  of  which  was previously provided to members of the Board.

Thereupon,  the  Board discussed and agreed upon the appointment of Dr. Freed as
President  and  Chief  Executive Officer, on an interim basis, upon the event of
Mr.  Nano's  termination

There being no further business the meeting was adjourned at approximately
12:30 p.m. Eastern Time

/s/ Allan J. Reich                       /s/ Richard E. Carver
Allan J. Reich                           Richard E. Carver
Secretary of the Meeting                 Chairman of the Board