sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. )(1)

                               The Brink's Company
                               -------------------
                                (Name of Issuer)

                          Common Stock, $1.00 Par Value
                          -----------------------------
                         (Title of Class of Securities)

                                   109696104
                                   ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 17, 2006
                                ----------------
             (Date of Event Which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box / /.

     NOTE.  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 14 Pages)


--------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).



-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 2 of 14 Pages
-----------------------                                   ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    3,374,200
 OWNED BY
   EACH
 REPORTING
PERSON WITH    -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                3,374,200
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     3,374,200
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     5.7%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 3 of 14 Pages
-----------------------                                   ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    3,374,200
 OWNED BY
   EACH
 REPORTING
PERSON WITH    -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                3,374,200
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     3,374,200
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     5.7%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 4 of 14 Pages
-----------------------                                   ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    3,374,200
 OWNED BY
   EACH
 REPORTING
PERSON WITH    -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                3,374,200
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     3,374,200
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     5.7%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 5 of 14 Pages
-----------------------                                   ----------------------


          The following  constitutes  the Schedule 13D filed by the  undersigned
(the "Schedule 13D").

Item 1.   SECURITY AND ISSUER.

          This statement  relates to shares of the Common Stock, par value $1.00
(the  "Shares"),  of The  Brink's  Company  (the  "Issuer").  The address of the
principal  executive  offices of the Issuer is 1801  Bayberry  Court,  Richmond,
Virginia 23226.

Item 2.   IDENTITY AND BACKGROUND. 

          (a)  This  statement  is filed by Steel  Partners II, L.P., a Delaware
limited  partnership  ("Steel Partners II"), Steel Partners,  L.L.C., a Delaware
limited liability company ("Partners LLC") and Warren G.  Lichtenstein.  Each of
the  foregoing is referred to as a "Reporting  Person" and  collectively  as the
"Reporting Persons."

          Partners  LLC is the general  partner of Steel  Partners  II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board,  Chief Executive Officer and Secretary.  By virtue
of his positions with Partners LLC and Steel Partners II, Mr.  Lichtenstein  has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

          (b)  The principal  business  address of each Reporting  Person is 590
Madison Avenue, 32nd Floor, New York, New York 10022.

          (c)  The principal  business of Steel  Partners II is investing in the
securities of small cap  companies.  The  principal  business of Partners LLC is
acting as the general partner of Steel Partners II. The principal  occupation of
Mr. Lichtenstein is investing in the securities of small cap companies.

          (d)  No  Reporting  Person  has,  during  the last  five  years,  been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors).

          (e)  No Reporting  Person has, during the last five years,  been party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

          (f)  Mr. Lichtenstein is a citizen of the United States of America.

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

          The aggregate  purchase  price of the 3,374,200  Shares owned by Steel
Partners II is $126,381,577,  including brokerage commissions.  The Shares owned
by Steel Partners II were acquired with partnership funds.




-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 6 of 14 Pages
-----------------------                                   ----------------------


Item 4.   PURPOSE OF TRANSACTION.

          The  Reporting  Persons  purchased  the Shares based on the  Reporting
Persons'  belief  that  the  Shares,   when  purchased,   were  undervalued  and
represented an attractive investment opportunity.  Depending upon overall market
conditions,  other investment  opportunities available to the Reporting Persons,
and the  availability  of Shares at  prices  that  would  make the  purchase  of
additional  Shares  desirable,  the  Reporting  Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.

          No  Reporting  Person has any  present  plan or  proposal  which would
relate to or result in any of the matters set forth in  subparagraphs  (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions  discussed above.  Steel Partners II intends to
review  its  investment  in the  Issuer  on a  continuing  basis  and  engage in
discussions with management and the Board of Directors of the Issuer  concerning
the business,  operations  and future plans of the Issuer.  Depending on various
factors  including,  without  limitation,  the Issuer's  financial  position and
investment  strategy,  the  price  levels  of  the  Shares,  conditions  in  the
securities markets and general economic and industry conditions,  Steel Partners
II may in the future take such  actions with  respect to its  investment  in the
Issuer as it deems  appropriate  including,  without  limitation,  seeking Board
representation,  making  proposals  to  the  Issuer  concerning  changes  to the
capitalization,  ownership  structure or  operations  of the Issuer,  purchasing
additional Shares, selling some or all of its Shares,  engaging in short selling
of or any hedging or similar  transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item 4.

Item 5.   INTEREST IN SECURITIES OF THE ISSUER.


          (a)  The aggregate  percentage of Shares reported owned by each person
named herein is based upon  58,741,521  Shares  outstanding,  which is the total
number of Shares  outstanding  as reported in the Issuer's  Quarterly  Report on
Form 10-Q for the quarter ended September 30, 2005, as filed with the Securities
and Exchange Commission on November 8, 2005.

          As of the close of  business on January 26,  2006,  Steel  Partners II
beneficially  owned 3,374,200  Shares,  constituting  approximately  5.7% of the
Shares  outstanding.  As the general  partner of Steel Partners II, Partners LLC
may be deemed to beneficially  own the 3,374,200  Shares owned by Steel Partners
II,  constituting  approximately  5.7% of the  Shares  outstanding.  As the sole
executive  officer and  managing  member of Partners  LLC,  which in turn is the
general  partner  of Steel  Partners  II,  Mr.  Lichtenstein  may be  deemed  to
beneficially own the 3,374,200  Shares owned by Steel Partners II,  constituting
approximately 5.7% of the Shares  outstanding.  Mr. Lichtenstein has sole voting
and  dispositive  power with  respect  to the  3,374,200  Shares  owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.




-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 7 of 14 Pages
-----------------------                                   ----------------------


          (b)  By virtue of his positions  with Partners LLC and Steel  Partners
II,  Mr.  Lichtenstein  has the sole  power to vote and  dispose  of the  Shares
reported in this Schedule 13D.

          (c)  Schedule A annexed  hereto lists all  transactions  in the Shares
during the past sixty days by the Reporting  Persons.  All of such  transactions
were effected in the open market.

          (d)  No person other than the  Reporting  Persons is known to have the
right to  receive,  or the power to direct the  receipt of  dividends  from,  or
proceeds from the sale of, the Shares.

          (e)  Not applicable.

Item 6.   CONTRACTS, ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
          TO SECURITIES OF THE ISSUER.

          Other than as described herein, there are no contracts,  arrangements,
understandings  or  relationships  among the Reporting  Persons,  or between the
Reporting  Persons and any other person,  with respect to the  securities of the
Issuer.

Item 7.   MATERIAL TO BE FILED AS EXHIBITS.


          1.   Joint  Filing  Agreement  by and among Steel  Partners  II, L.P.,
               Steel Partners, L.L.C. and Warren G. Lichtenstein,  dated January
               27, 2006.

          2.   Powers of Attorney.




-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 8 of 14 Pages
-----------------------                                   ----------------------


                                   SIGNATURES

          After reasonable  inquiry and to the best of his knowledge and belief,
each of the  undersigned  certifies  that  the  information  set  forth  in this
statement is true, complete and correct.


Dated: January 27, 2006      STEEL PARTNERS II, L.P.

                             By: Steel Partners, L.L.C.
                                 General Partner

                              By: /s/ Lauren Isenman
                                 -----------------------------------------------       
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             STEEL PARTNERS, L.L.C.

                             By:  /s/ Lauren Isenman
                                 -----------------------------------------------  
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             /s/ Lauren Isenman
                             ---------------------------------------------------
                             LAUREN ISENMAN
                                 As Attorney-In-Fact for Warren G. Lichtenstein






-----------------------                                   ----------------------
CUSIP No. 109696104                    13D                    Page 9 of 14 Pages
-----------------------                                   ----------------------


                                   SCHEDULE A

               Transactions in the Shares During the Past 60 Days
               --------------------------------------------------

     Shares of Common Stock          Price Per                Date of
           Purchased                 Share($)                Purchase
           ---------                 --------                --------

                             STEEL PARTNERS II, L.P.

            83,000                  50.0838                  01/17/06
            30,100                  50.2047                  01/18/06
            55,200                  50.2601                  01/19/06
            92,500                  50.2350                  01/20/06
           100,000                  50.2261                  01/23/06
               700                  50.2243                  01/23/06
            29,700                  50.2500                  01/25/06
            47,200                  50.2500                  01/26/06


                             STEEL PARTNERS, L.L.C.
                                      None

                             WARREN G. LICHTENSTEIN
                                      None





-----------------------                                   ----------------------
CUSIP No. 109696104                   13D                    Page 10 of 14 Pages
-----------------------                                   ----------------------


                                  EXHIBIT INDEX

         Exhibit                                                          Page
         -------                                                          ----

1.   Joint Filing Agreement by and among Steel Partners II, L.P.,          11
     Steel Partners,  L.L.C.  and Warren G.  Lichtenstein,  dated
     January 27, 2006.

2.   Powers of Attorney.                                                12 to 14











-----------------------                                   ----------------------
CUSIP No. 109696104                   13D                    Page 11 of 14 Pages
-----------------------                                   ----------------------


                             JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934,  as amended,  the persons  named below agree to the joint filing on
behalf of each of them of a  Statement  on Schedule  13D dated  January 27, 2006
(including  amendments  thereto) with respect to the Common Stock of The Brink's
Company.  This  Joint  Filing  Agreement  shall be filed as an  Exhibit  to such
Statement.

Dated: January 27, 2006      STEEL PARTNERS II, L.P.

                             By: Steel Partners, L.L.C.
                                 General Partner

                              By: /s/ Lauren Isenman
                                 -----------------------------------------------       
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             STEEL PARTNERS, L.L.C.

                             By:  /s/ Lauren Isenman
                                 -----------------------------------------------  
                                 Lauren Isenman
                                 as Attorney-In-Fact for Warren G. Lichtenstein,
                                 Managing Member


                             /s/ Lauren Isenman
                             ---------------------------------------------------
                             LAUREN ISENMAN
                                 As Attorney-In-Fact for Warren G. Lichtenstein




-----------------------                                   ----------------------
CUSIP No. 109696104                   13D                    Page 12 of 14 Pages
-----------------------                                   ----------------------



                                POWER OF ATTORNEY

     Know all by these presents, that each of the undersigned hereby constitutes
and appoints LAUREN ISENMAN signing singly,  the  undersigned's  true and lawful
attorney-in-fact to:

     1.   execute for and on behalf of the undersigned all documents relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

     2.   do and perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

     3.   take any other action of any type  whatsoever in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

     This Power of Attorney shall remain in full force and effect until December
31, 2006 unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of December, 2005.


STEEL PARTNERS II, L.P.                      STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                   By: /s/ Warren G. Lichtenstein
    General Partner                              -------------------------------
                                                 Warren G. Lichtenstein
                                                 Managing Member
By: /s/ Warren G. Lichtenstein
    -------------------------------          /s/ Warren G. Lichtenstein
    Warren G. Lichtenstein                   -----------------------------------
    Managing Member                          Warren G. Lichtenstein




-----------------------                                   ----------------------
CUSIP No. 109696104                   13D                    Page 13 of 14 Pages
-----------------------                                   ----------------------


                                POWER OF ATTORNEY

     Know all by these presents, that each of the undersigned hereby constitutes
and appoints JACK L. HOWARD signing singly,  the  undersigned's  true and lawful
attorney-in-fact to:

     1.   execute for and on behalf of the undersigned all documents relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

     2.   do and perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

     3.   take any other action of any type  whatsoever in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

     This Power of Attorney shall remain in full force and effect until December
31, 2006 unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of December, 2005.


STEEL PARTNERS II, L.P.                      STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                   By: /s/ Warren G. Lichtenstein
    General Partner                              -------------------------------
                                                 Warren G. Lichtenstein
                                                 Managing Member
By: /s/ Warren G. Lichtenstein
    -------------------------------          /s/ Warren G. Lichtenstein
    Warren G. Lichtenstein                   -----------------------------------
    Managing Member                          Warren G. Lichtenstein




-----------------------                                   ----------------------
CUSIP No. 109696104                   13D                    Page 14 of 14 Pages
-----------------------                                   ----------------------


                                POWER OF ATTORNEY

     Know all by these presents, that each of the undersigned hereby constitutes
and appoints STEVEN WOLOSKY signing singly,  the  undersigned's  true and lawful
attorney-in-fact to:

     1.   execute for and on behalf of the undersigned all documents relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

     2.   do and perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

     3.   take any other action of any type  whatsoever in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

     This Power of Attorney shall remain in full force and effect until December
31, 2006 unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of December, 2005.


STEEL PARTNERS II, L.P.                      STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.                   By: /s/ Warren G. Lichtenstein
    General Partner                              -------------------------------
                                                 Warren G. Lichtenstein
                                                 Managing Member
By: /s/ Warren G. Lichtenstein
    -------------------------------          /s/ Warren G. Lichtenstein
    Warren G. Lichtenstein                   -----------------------------------
    Managing Member                          Warren G. Lichtenstein