Governance Committee Charter
(effective
February 26, 2004)

Organization

There shall be a committee of the Board of Directors to be known as the governance committee (the “Committee”). The Committee shall consist of at least three members as determined by the Board, each of whom shall meet the independence requirements of The Nasdaq Stock Market, Inc. (“Nasdaq)(as such requirements may be modified or supplemented from time to time). The members of the Committee shall be appointed and replaced by the Board.

The Committee shall meet at least once prior to each annual meeting of stockholders, or more frequently as circumstances dictate and at such other times as any member of the Committee may request, and report to the Board and propose any necessary action to the Board following each Committee meeting.

Statement of Policy

The Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the nominees for election as Directors at the next annual meeting of stockholders; (2) to adopt and revise, from time to time, corporate governance guidelines applicable to the Company; (3) to recommend to the Board the nominees for each committee of the Board; and (4) serve in an advisory capacity to the Board on matters of organization, and the conduct of Board activities.

Authority and Responsibilities

The Committee shall have the authority and duty to:

1.       Review, at least annually, the structure and membership of the Board to assure that the proper skills and experience are represented on the Board. At least a majority of the members of the Board shall be independent directors meeting the requirements of Nasdaq.

2.       Periodically make recommendations to the Board with respect to the size and composition of the Board and recommend to the Board general criteria (such as, independence, experience relevant to the needs of the Company, leadership qualities, diversity and ability to represent the stockholders) for the selection of individuals to be considered as candidates for election to the Board.

3.       Seek out and evaluate candidates qualified to serve as Board members, and consider candidates submitted by stockholders of the Company in accordance with the notice provisions and procedures set forth in the bylaws of the Company.

4.       Recommend to the Board:

a.       nominees to fill vacancies on the Board as they occur;

b.       prior to each annual meeting of stockholders, a slate of nominees for election or reelection as Directors by the stockholders at the annual meeting;

who meet the criteria for directors and corporate governance guidelines of the Company, and any other requirements established by the Committee.

5.       Make all determinations as to whether or not an individual Director or nominee for Director is independent, taking into account the requirements of Nasdaq and such other factors as the Committee may deem appropriate; provided, however, that current employees of the Company shall not be deemed independent.

6.       Review annually and recommend to the Board the membership of the committees of the Board, taking into account the independence and experience requirements of Nasdaq and such other factors as the Committee may deem appropriate, including, with respect to members of the Audit Committee, the requirements of the Securities and Exchange Commission (as such requirements may be modified or supplemented from time to time).

7.       Formulate for Board approval, and periodically review and reassess, the corporate governance guidelines of the Company, and recommend any proposed changes to the Board for approval as necessary.

8.       Receive comments from all Directors and committees of the Board and report annually to the Board with an assessment of the Board’s performance, the performance of each Board committee, each to be discussed with the full Board following the end of each fiscal year.

9.       Review periodically with the Company’s General Counsel, in light of changing conditions, new legislation and other developments, the Company’s Corporate Compliance Program, and make recommendations to the Board for such changes to the Corporate Compliance Program as the Committee shall deem appropriate.

10.   Retain, and approve the fees and other retention terms of, any director search, legal and other advisors to the Committee, as it deems necessary for the fulfillment of its responsibilities.

11.   Periodically make recommendations to the Board with respect to the compensation of nonemployee Directors.

12.   Form and delegate authority to subcommittees of the Committee, except to the extent such delegation would be inconsistent with the requirements of the Securities and Exchange Commission or the listing rules of Nasdaq (as such requirements may be modified or supplemented from time to time).

13.   Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall review annually its own performance.

14.   Perform such other functions as may from time to time be assigned by the Company’s charter or bylaws, or the Board of Directors.