Compensation Committee Charter

Cernerís Board of Directors established the charter for the Compensation Committee by delegating to the Committee the authority to:

(a) Evaluate the performance of the Chairman and Chief Executive Officer and establish their total compensation (cash and equity).

(b) Review and approve the total compensation (cash and equity) of the top 5 senior executive officers of the Corporation.

(c) Review and approve the EPS targets and payout schedule which forms the basis of bonus and qualified retirement plans and review proposed executive bonus payouts prior to payment.

(d) Review and approve the general compensation philosophy,  policies and practices of the Corporation applicable to other associates,

(e)  Review the general compensation philosophy,  policies and practices of the Corporation applicable to all associate benefit plans;

(f) Review and make recommendations to the Board of Directors regarding the establishment of equity compensation plans and review and approve the termination of equity compensation plans;

(g) Review and approve the establishment and termination of qualified retirement plans;

(h) Periodically review actions taken by officers with respect to associate benefit plans;

(i) Review and make recommendations to the Board of Directors regarding the establishment of board member compensation;

(j) Carry out such special assignments as the Board of Directors may, from time to time, give to the Compensation Committee.

(k) Retain an outside consultant to review executive compensation, Board of Directors compensation, or perform any other analysis the Compensation Committee deems appropriate.

Revised
March 9, 2005