The purpose of the Compensation Committee (the "Committee") shall be as follows:
1. To determine,  or recommend to the Board of Directors for determination,  the
compensation for the Chief Executive Officer (the "CEO") of the Company.
2. To determine,  or recommend to the Board of Directors for determination,  the
compensation for all officers of the Company other than the CEO.
3. To produce an annual  report on executive  compensation  for inclusion in the
Company's  annual  proxy  statement  in  accordance  with  applicable  rules and
regulations  of  the  American  Stock  Exchange,  the  Securities  and  Exchange
Commission (the "SEC"), and other regulatory bodies.
The  Committee  shall  consist of two or more members of the Board of Directors,
each of whom is determined by the Board of Directors to be  "independent"  under
the rules of the American Stock Exchange and the Sarbanes-Oxley Act.
To the extent the Committee consists of at least three members, one director who
is not  independent  under  the  rules of the  American  Stock  Exchange  may be
appointed to the Committee, subject to the following:
      o     the director is not a current  officer or employee,  or an immediate
            family member of a current officer or employee, of the Company;
      o     the Board of Directors, under exceptional and limited circumstances,
            determines  that such  individual's  membership  on the Committee is
            required by the best interests of the Company and its stockholders;
      o     the Company  discloses  in the proxy  statement  for the next annual
            meeting of stockholders  subsequent to such determination (or in its
            Form 10-K if the
      o     Company  does  not  file  a  proxy  statement),  the  nature  of the
            relationship and the reason for that determination; and
      o     such person does not serve under this exception on the Committee for
            more than two years.
The members of the  Committee  shall be appointed by the Board of  Directors.  A
member shall serve until such  member's  successor is duly elected and qualified
or until such  member's  earlier  resignation  or  removal.  The  members of the
Committee may be removed, with or without cause, by a majority vote of the Board
of Directors.
Unless a Chairman is elected by the full Board of Directors,  the members of the
Committee  shall  designate a Chairman by  majority  vote of the full  Committee
membership.  The Chairman  will chair all regular  sessions of the Committee and
set the agendas for Committee meetings.
In fulfilling its responsibilities,  the Committee shall be entitled to delegate
any or all of its responsibilities to a subcommittee of the Committee.
The Committee shall meet as frequently as circumstances dictate. The Chairman of
the Committee or a majority of the members of the Committee may call meetings of
the Committee.  Any one or more of the members of the Committee may  participate
in  a  meeting  of  the  Committee  by  means  of  conference  call  or  similar
communication device by means of which all persons  participating in the meeting
can hear each other.  All  non-management  directors  who are not members of the
Committee may attend  meetings of the Committee,  but may not vote. In addition,
the Committee  may invite to its meetings any director,  member of management of
the Company,  and such other persons as it deems  appropriate  in order to carry
out its  responsibilities.  The Committee may also exclude from its meetings any
persons it deems  appropriate.  As part of its review and  establishment  of the
performance  criteria  and  compensation  of  designated  key  executives,   the
Committee  should meet  separately  at least on an annual basis with the CEO and
any other corporate  officers as it deems  appropriate.  However,  the Committee
should also meet from time to time without  such  officers  present,  and in all
cases, such officers shall not be present at meetings at which their performance
and compensation are being discussed and determined.
The Committee shall carry out the duties and  responsibilities  set forth below.
These  functions  should  serve  as a guide  with  the  understanding  that  the
Committee may determine to carry out additional  functions and adopt  additional
policies and  procedures as may be  appropriate  in light of changing  business,
legislative,  regulatory,  legal, or other conditions.  The Committee shall also
carry out any other  responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.
In  discharging  its  oversight  role,  the  Committee  is empowered to study or
investigate  any  matter  of  interest  or  concern  that  the  Committee  deems
appropriate and shall have the sole  authority,  without seeking Board approval,
to retain  outside  counsel or other  advisors for this  purpose,  including the
authority  to approve the fees payable to such counsel or advisors and any other
terms of retention.
1. Establish and review the overall compensation philosophy of the Company.
2. Review and approve the Company's  corporate goals and objectives  relevant to
the  compensation for the CEO and other officers,  including annual  performance
3.  Evaluate  the  performance  of the CEO and other  officers in light of those
goals and objectives and, based on such evaluation, approve, or recommend to the
full  Board of  Directors  the  approval  of, the annual  salary,  bonus,  stock
options, and other benefits, direct and indirect, of the CEO and other executive
4.  In  approving  or  recommending   the  long-term   incentive   component  of
compensation  for the CEO and other  executive  officers,  the Committee  should
consider the Company's performance and relative stockholder return, the value of
similar  incentive  awards to CEOs and other  executive  officers at  comparable
companies,  and the awards given to the CEO and other executive officers in past
years.   The  Committee  is  not  precluded  from  approving  awards  (with  the
ratification  of the Board of  Directors)  as may be  required  to  comply  with
applicable tax laws, such as IRS Rule 162(m).
5. In connection with executive  compensation  programs, the Committee should do
the following:
      (a) Review and recommend to the full Board of Directors,  or approve,  new
      executive compensation programs;
      (b) Review on a periodic basis the  operations of the Company's  executive
      compensation  programs to determine whether they are properly  coordinated
      and achieving their intended purposes;
      (c) Establish and periodically  review policies for the  administration of
      executive compensation programs; and
      (d) Take steps to modify any  executive  compensation  program that yields
      payments and benefits  that are not  reasonably  related to executive  and
      corporate performance.
6. Establish and periodically  review policies in the area of senior  management
7. Consider  policies and  procedures  pertaining to expense  accounts of senior
8. Review and recommend to the full Board of Directors compensation of directors
as well as directors' and officers' indemnification and insurance matters.
9. Review and make  recommendations to the full Board of Directors,  or approve,
any contracts or other transactions with current or former executive officers of
the  Company,   including   consulting   arrangements,   employment   contracts,
change-in-control agreements, severance agreements, or termination arrangements,
and loans to employees made or guaranteed by the Company.
10. Review and make  recommendations  to the Board of Directors with respect to,
or approve, the Company's  incentive-compensation  plans and equity-based plans,
and review the activities of the individuals responsible for administering those
11. Review and make recommendations to the full Board of Directors,  or approve,
all equity  compensation  plans of the Company that are not otherwise subject to
the approval of the Company's shareholders.
12. Review and make recommendations to the full Board of Directors,  or approve,
all awards of shares or share  options  pursuant to the  Company's  equity-based
13.  Monitor  compliance  by  executives  with the rules and  guidelines  of the
Company's equity-based plans.
14. Review and monitor employee pension, profit sharing, and benefit plans.
15. Have the sole authority to select,  retain,  and/or replace,  as needed, any
compensation or other outside  consultant to be used to assist in the evaluation
of  director,  CEO,  or  senior  executive  compensation.  In the  event  such a
compensation consultant is retained, the Committee shall have the sole authority
to approve such consultant's fees and other retention terms.
16.  Prepare an annual  report on executive  compensation  for  inclusion in the
Company's proxy statement in accordance with applicable rules and regulations of
the American Stock Exchange, the SEC, and other applicable regulatory bodies.
17. Report  regularly to the Board of Directors with respect to matters that are
relevant to the Committee's  discharge of its  responsibilities and with respect
to such recommendations as the Committee may deem appropriate. The report to the
Board of  Directors  may take the form of an oral report by the  Chairman or any
other member of the Committee designated by the Committee to make such report.
18.  Maintain  minutes  or other  records  of  meetings  and  activities  of the