<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>EX-10.1
<TEXT>
                                                                    EXHIBIT 10.1

                                    AGREEMENT

This  Agreement  is dated as of October 4, 2006 and is by and between  Interlink
Electronics,  Inc., a Delaware  corporation,  ("Interlink")  on the one hand and
Steven R.  Becker  ("Becker"),  BC  Advisors,  LLC,  a Texas  limited  liability
company,  SRB  Management,  L.P.,  a Texas  limited  partnership,  SRB  Greenway
Capital, L.P., a Texas limited partnership, SRB Greenway Capital (Q.P.), L.P., a
Texas limited partnership,  SRB Greenway Offshore Operating Fund, L.P., a Cayman
Islands  limited  partnership,  Tom Thimot  ("Thimot")  and  Lawrence  S. Barker
("Barker")  on the other.  The persons and  entities  listed  above,  other than
Interlink are herein referred to as the Becker Parties.

Interlink is a reporting  company under the Securities  Exchange Act of 1934, as
amended,  (the "Exchange  Act") and has issued and outstanding a single class of
publicly traded stock, its common stock ("Common Stock").  Interlink has filed a
Proxy  Statement  relating  to its Annual  Stockholders  Meeting  scheduled  for
October 18, 2006 (the "2006 Annual  Meeting").  The Becker Parties  collectively
beneficially  own 1,287,315  shares of Common Stock.  On September 19, 2006, the
Becker  Parties  filed a report on Form 13D under the Exchange Act in which they
state their  intention  to nominate  Barker and Thimot to  Interlink's  Board of
Directors.  On September 21, 2006,  the Becker  Parties filed a Proxy  Statement
under the Exchange  Act pursuant to which they seek to solicit  proxies in favor
of the election of Barker and Thimot. The Becker Parties' Proxy Statement stands
in opposition to Interlink's  Proxy Statement  which  recommends the election of
John Buckett ("Buckett") and Merritt Lutz ("Lutz").

NOW, THEREFORE,  wishing to resolve the dispute between Interlink and the Becker
Parties with respect to the directors to be elected at the 2006 Annual  Meeting,
the parties agree as follows:

1.       IMMEDIATE ACTIONS OF THE PARTIES

Promptly upon execution of this Agreement:

         (a)      The  Interlink  Board  of  Directors  will  create  a  special
                  committee  consisting  of its  existing  directors  other than
                  Buckett and Lutz (the  "Special  Committee")  and will empower
                  the Special  Committee to adopt the  resolutions  set forth in
                  Exhibit A, attached hereto (the "Resolutions") and the Special
                  Committee will consider and act upon the  Resolutions.  If the
                  Special  Committee does not adopt the  Resolutions on or prior
                  to 5:00,  p.m.,  Pacific time on the day following the date of
                  this  Agreement,  this Agreement shall be null and void and of
                  no effect.

         (b)      The  Becker   Parties  will  amend  or  withdraw  their  Proxy
                  Statement  and will take such other  action as  Interlink  may
                  reasonably  request to terminate their solicitation of proxies
                  in favor of the  election  of  Barker  and  Thimot  as soon as
                  practicable after the adoption of the Resolutions.

         (c)      Interlink  will release a press  release  (which shall also be
                  filed under Form 8-K) in the form  substantially  as set forth
                  in Exhibit B, attached hereto as soon as practicable after the


<PAGE>


                  adoption  of  the  Resolutions.  Interlink  acknowledges  that
                  certain  of the  Becker  Parties  are  responsible  to amend a
                  report on Schedule  13D they have filed and will attach a copy
                  of this  Agreement  and the press release  attached  hereto to
                  such filing.

2.       ACTIONS OF THE  PARTIES  BETWEEN  THE DATE  HEREOF AND THE 2006  ANNUAL
         MEETING  Between the date of this  Agreement and the  conclusion of the
         2006 Annual Meeting:

         (a)      The Becker Parties shall not, directly or indirectly, take any
                  action  in  opposition  to the  election  at the  2006  Annual
                  Meeting of the director candidates nominated by Interlink,  as
                  such nominees may be constituted from time to time or solicit,
                  support  or  encourage  the  taking of any such  action by any
                  other person.

         (b)      To the extent  permitted  by law and the  fiduciary  duties of
                  Interlink's  directors  ,  Interlink  will  not,  without  the
                  consent of Becker, take any action to amend, modify or rescind
                  the adoption of the  Resolutions as set forth in Section 1(a),
                  expand  its  Board  of   Directors  to  include  more  than  8
                  directors,  or  take  any  action  designed  to  prevent  this
                  Agreement from becoming and remaining effective.

3.       ACTIONS OF THE PARTIES FOLLOWING THE 2006 ANNUAL MEETING

         (a)      Promptly  following the 2006 Annual  Meeting,  Interlink shall
                  take such action as may be necessary or desirable to implement
                  the Resolutions.

         (b)      Interlink shall not, without the consent of Becker, expand its
                  Board of Directors to include more than 8 directors  until the
                  conclusion of its Annual Stockholders Meeting for 2008.

4.       CERTAIN UNDERSTANDINGS OF THE PARTIES

         (a)      It  is  the  present   intention  of  Interlink's   Nominating
                  Committee to re-nominate  Mr. Thimot as an Interlink  director
                  at Interlink's  2007 Annual  Stockholders  Meeting,  provided,
                  however,  that nothing in this Agreement shall be construed as
                  creating an obligation of Interlink, its Board of Directors or
                  any  Committee  thereof to act in  derogation of its fiduciary
                  obligations.

         (b)      The Becker  Parties  understand  and  confirm  that Barker and
                  Thimot will act as directors of Interlink in  accordance  with
                  the fiduciary  obligations of directors and in the interest of
                  the stockholders and others to which such obligations are owed
                  and  will  not act as the  representatives  of any  particular
                  stockholder  or  group of  stockholders.  In  particular,  and
                  without  limiting the generality of the foregoing,  the Becker
                  parties are aware of (1) the  obligations  of  Interlink,  its
                  officers  and its  directors  under  Regulation  FD under  the
                  Exchange  Act and (2)  Interlink's  policy with respect to the
                  confidentiality of its proprietary  information and agree that
                  they will not take any action designed or reasonably  expected
                  to cause a breach of any such obligations or policy.


                                       2
<PAGE>


         (c)      Each  of  the   Becker   Parties   appoints   Becker   as  its
                  representative,  empowers  Becker  to  agree  to any  and  all
                  waivers  and  amendments  to this  Agreement  on behalf of the
                  Becker Parties and agrees to be bound by Becker's actions with
                  respect to any such waivers or amendments.

         (d)      If Buckett and Lutz (or replacement nominees acceptable to the
                  Company's  incumbent  directors in the event either Buckett or
                  Lutz becomes  unavailable to serve), are not elected directors
                  of the Company at the 2006 Annual Meeting, or if any action or
                  event occurs which would result in the  appointment  of Barker
                  and Thimot pursuant to the Resolutions not becoming  effective
                  promptly  following  the 2006  Annual  Meeting as  provided or
                  contemplated herein, or if the 2006 Annual Meeting is not held
                  and concluded  prior to October 31, 2006, this Agreement shall
                  be null and void and of no effect; provided,  however, that if
                  any such election or appointment does not occur as a result of
                  the breach of this  Agreement by any party  hereto,  then this
                  Agreement  shall  continue in effect solely as to the right of
                  the  non-breaching  party to seek  damages or other relief for
                  such breach.

5.       MISCELLANEOUS

         (a)      ENTIRE AGREEMENT.  No  representation,  warranty,  inducement,
                  promise,  understanding  or  condition  not set  forth in this
                  Agreement  has been made or relied  upon by any of the parties
                  to this  Agreement.  This  Agreement  (including  the Exhibits
                  hereto)  constitutes the entire agreement  between the parties
                  hereto  with  respect  to  the  subject   matter   hereof  and
                  supersedes all other prior agreements and understandings, both
                  written  and oral,  between the  parties  with  respect to the
                  subject matter hereof.

         (b)      GOVERNING LAW. This  Agreement and all matters  arising out of
                  or relating hereto,  including its validity,  construction and
                  interpretation,  shall be governed by the laws of the State of
                  California,  without  regard  to  the  laws  as to  choice  or
                  conflict  of laws,  except  to the  extent  that the  Delaware
                  General   Corporation  Law  shall  govern  certain   corporate
                  matters.

         (c)      SPECIFIC PERFORMANCE. The parties hereby acknowledge and agree
                  that the failure of Interlink,  on the one hand, or any of the
                  Becker  Parties,  on the other,  to perform its agreements and
                  covenants hereunder, including its failure to take all actions
                  as are necessary on its part,  in accordance  with and subject
                  to the  terms  and  conditions  of this  Agreement,  to  cause
                  Interlink's  Board of Directors to be  constituted as provided
                  herein, will cause irreparable injury to the Becker Parties or
                  to  Interlink,   respectively,  for  which  damages,  even  if
                  available, will not be an adequate remedy.  Accordingly,  each
                  of Interlink and the Becker  Parties hereby  consents,  to the
                  extent that such  consent is permitted by law, to the issuance
                  of injunctive relief by any court of competent jurisdiction to
                  compel performance of their respective  obligations and to the
                  granting by any court of the remedy of specific performance of
                  their obligations hereunder.

         (d)      COUNTERPARTS.  This  Agreement may be executed by facsimile in
                  one or more counterparts,  each of which shall be deemed to be
                  an  original,  but all of which shall  constitute  one and the


                                       3
<PAGE>


                  same  agreement.  This Agreement  shall become  effective when
                  each party to this Agreement shall have received  counterparts
                  signed by all of the other parties.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
         duly executed on its behalf as of the day and year first above written.

                          Interlink Electronics, Inc.



                          By:      /s/ E. Michael Thoben, III
                                   ---------------------------------------------
                                   E. Michael Thoben, III, Chairman and CEO

                          BC Advisors, LLC


                          By:      /s/ Steven R. Becker
                                   ---------------------------------------------
                                   Steven R. Becker, Member


                          SRB Management, L.P.
                               By:  BC Advisors, LLC, its General Partner


                          By:      /s/ Steven R. Becker
                                   ---------------------------------------------
                                   Steven R. Becker, Member

                          By:      /s/ Steven R. Becker
                                   ---------------------------------------------
                                   Steven R. Becker


                          SRB Greenway Capital, L.P.
                               By:  SRB Management, L.P., its General Partner
                               By:  BC Advisors, LLC, its General Partner


                          By:      /s/ Steven R. Becker
                                   ---------------------------------------------
                                   Steven R. Becker, Member


                          SRB Greenway Capital (Q.P.), L.P.
                               By:    SRB Management, L.P., its General Partner
                               By:    BC Advisors, LLC, its General Partner


                          By:      /s/ Steven R. Becker
                                   ---------------------------------------------
                                   Steven R. Becker, Member


                                       4
<PAGE>


                          SRB Greenway Offshore Operating Fund, L.P.
                               By:    SRB Management, L.P., its General Partner
                               By:    BC Advisors, LLC, its General Partner


                          By:      /s/ Steven R. Becker
                                   ---------------------------------------------
                                   Steven R. Becker, Member


                                   /s/ Tom Thimot
                                   ---------------------------------------------
                                   Tom Thimot


                                   /s/ Lawrence S. Barker
                                   ---------------------------------------------
                                   Lawrence S. Barker


The following  Exhibits to the Agreement  have been omitted and will be provided
to the Securities and Exchange Commission upon request:

Exhibit A         Resolutions of the Special Committee of the Board of Directors
                  of Interlink Electronics, Inc.

Exhibit B         Text of Joint Press Release


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</DOCUMENT>
