Nomination & Corporate Governance Committee Charter

Purpose

The Nomination and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") shall assist the Board in identifying qualified individuals for service as directors of the Company and as Board committee members; develop and monitor a process for evaluating Board effectiveness; and oversee the development and administration of the Company's corporate governance guidelines and code of ethics and business conduct.

Composition

The Committee shall consist of at least three (3) directors, each of whom shall be independent non-executive for purposes of the Combined Code on Corporate Governance and independent for purposes of the NASDAQ Stock Market independence requirements.  The Committee members shall be appointed by the Board and the Board may remove Committee members with or without cause.  The Committee shall ensure the attendance of other Board members and of Company officers at meetings as deemed appropriate.

Responsibilities and Authority

The Committee shall:

Director nominations

a) lead the search to select qualified candidates of high personal and professional integrity and ability to serve the Company's interests as directors and to contribute to the Board's effectiveness, evaluate incumbent directors before recommending renomination, and recommend all such approved candidates to the Board for appointment the Company's shareholders.

Board size and composition and Board Committees

b) evaluate from time to time the size and composition of the Board and recommend to the Board any desired changes.

c) review the Board's committee structure and composition and recommend to the Board directors to serve as members of each committee, and the chairman of each committee.

Board self-evaluation

d) facilitate the Board's self-evaluation process to assess the effectiveness of Board and committee practices and the performance of the Board and its committees as a whole.

Corporate governance

e) develop, recommend to the Board and administer such corporate governance guidelines and practices as required by laws or regulations or that the Committee otherwise deems appropriate.

f) oversee the development and maintenance of, and shall approve, policies of the Company requiring adherence to a code of ethics and business conduct by the Company's directors, officers and employees.

Shareholder  proposals and communications

g) review and make recommendations to the Board regarding any proposals of the Company's shareholders that relate to corporate governance.  The Committee may develop such policies and procedures as it deems appropriate with respect to (i) the acceptance and consideration of any nominations for director received from shareholders, subject to the requirements of any applicable laws or regulations and (ii) other communications by the Company's shareholders to the Board.

Advisors

h) have the authority to engage any search firm to assist in identifying director candidates and have the authority to seek advice from internal and external sources, including outside counsel, as the Committee deems appropriate to assist in discharging its responsibilities.

Charter

i) review at least annually the adequacy of this charter and recommend any desired changes to the Board.

j) carry out any other responsibilities as determined by the Board.

Meetings and reporting

The Committee shall meet as deemed appropriate.  A quorum shall consist of two (2) members.  A duly convened meeting of the Committee at which the quorum is present shall be competent to exercise all of any of the authorities, powers and discretions vested in or exercisable by the Committee.

The Committee shall report periodically to the Board the results of its deliberations and activities.