The primary function of the Corporate Governance Committee is to assist the

Board of Directors of the Company (the "Board") in the establishment of criteria

for the selection and nomination of Board members and to establish policies and

procedures for the governance of the Company and the Board. The Committee shall

report to the Board on matters relating to the activities of the Committee.




A. Members.  The Committee shall consist of directors who are independent, as

   defined by NASDAQ and SEC rules, and are free from any relationship with the

   Company or management of the Company that, in the opinion of the Board as

   evidenced by its election of such Committee members, would interfere with the

   exercise of independent judgment as a Committee member.


B. Meetings.  The Committee will meet as often as necessary to carry out its

   responsibilities. Meetings may be called by the Chairman of the Committee

   and/or management of the Company. Written minutes of each meeting shall be

   duly filed in the Company records. Reports of meetings of the Committee shall

   be made to the Board accompanied by any recommendations to the Board for

   matters that the Committee determines requires approval of the Board.




The Corporate Governance Committee shall have the following specific



     - Review the qualifications of and recommend to the Board (i) those persons

       to be nominated for membership on the Board who shall be submitted to the

       shareowners for election at each Annual Meeting of Shareowners and (ii)

       the nominees for directors to be elected by the Board to fill vacancies

       and newly created directorships;


     - Establish criteria for membership on the Board of Directors and its

       Committees, such as depth of experience, business interest and

       experience, required expertise and qualifications for membership on each



     - Aid in recruiting and attracting qualified candidates to serve on the



     - Consider and appraise the performance of incumbent members of the Board

       in determining whether to recommend that they be nominated for



     - Make recommendations to the Board concerning (i) the size and composition

       of the Board and (ii) the size and composition of each standing Committee

       of the Board;


     - Recommend appointments of directors as members of Committees of the



     - Periodically review and recommend Board policies, including, but not

       limited to: (i) recommending the policy governing retirement of directors

       from the Board, (ii) recommending the term of office for directors and

       whether or not the Board should be classified according to terms, (iii)

       recommending the desirable ratio of employee and non-employee directors,

       and (iv) reviewing the format of Board meetings and making

       recommendations for the improvement of such meetings.


     - Approve the acceptance of outside Board seats by Company executives;


     - Review the compensation of the members of the Board for services as a

       director or member of any Committee of the Board and make recommendations

       to the Board concerning the fixing of such compensation;





     - Evaluate Company policies relating to the recruitment of directors,

       including D&O insurance and indemnification and make recommendations to

       the Board, or any appropriate Board Committee, regarding such matters;



     - Review periodically, in the light of changing conditions, new

       legislation, regulations and other developments, the Company's Code of

       Conduct, and make recommendations to the Board for any changes,

       amendments and modifications to the Code that the Committee shall deem



     - Review and report to the Board annually concerning Board member

       independence as defined by the NASDAQ rules.