Nominating and Corporate Governance Charter
March 10, 2004


The purpose of the Nominating and Corporate Governance Committee is to aid the Board of Directors in meeting its responsibilities with regard to the organization and operation of the Board, selection of nominees for election to the Board, and other corporate governance matters.

Membership and Structure

The Nominating and Corporate Governance Committee shall consist solely of independent directors (as defined in the applicable rules for NASDAQ-traded issuers). Appointment to the Committee shall be made on an annual basis by the full Board upon recommendation of the Committee. Members of the Committee shall designate the Chair of the Committee. Meetings of the Committee shall be held at such times and places as the Committee shall determine, including by written consent. The Chair of the Committee shall report on activities of the Committee to the full Board. In fulfilling its responsibilities, as set forth below, the Committee shall have authority to delegate its authority to subcommittees, including subcommittees consisting solely of one or more persons, in each case to the extent permitted by applicable law.


The Nominating and Corporate Governance Committee shall:

1.        Review the appropriate skills and characteristics required of Board members in the context of the background of existing members and in light of the perceived needs for the future development of the Company’s business, including issues of diversity and experience in different substantive areas such as retail operations, marketing, technology, distribution, real estate and finance.

2.        Make recommendations to the Board regarding the size and composition of the Board.

3.        Establish procedures for the nomination process, and screen and recommend to the full Board candidates for election to the Board.

4.        Review the continued appropriateness of Board membership of directors who retire or change from the positions they hold when they came on the Board.

5.        Nominate officers for election by the Board.

6.        Establish and administer a periodic assessment procedure relating to the performance of both the Board of Directors as a whole and its individual members.

7.        Review and report to the Board on a periodic basis with regards to matters of corporate governance.

8.        Review and assess annually the effectiveness of the Board's Corporate Governance Guidelines and recommend to the Board any proposed amendments or revisions thereto.

In fulfilling its responsibilities, the Nominating and Corporate Governance Committee shall have the authority, and shall be afforded resources sufficient, to engage independent consultants or legal advisers when determined by the Committee to be necessary or appropriate. The Committee shall have sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.