NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
Adopted by the Board of Directors of RedEnvelope, Inc.

Purpose

The purpose of the Nominating/Corporate Governance Committee (the "Committee") of the board of directors (the "Board") of RedEnvelope, Inc. (the "Company") is to identify individuals qualified to serve as members of the Board of the Company and recommend nominees for election as directors of the Company, evaluate the Board's performance, evaluate the performance of the Company's Chief Executive Officer, develop and recommend to the Board corporate governance guidelines and provide oversight with respect to corporate governance and ethical conduct.

Composition

The Committee shall be composed of two or more directors, as determined by the board of directors, each of whom shall satisfy the requirements of Nasdaq.

Responsibilities

The Committee is charged by the Board with the responsibility to:

1.       Identify and evaluate individuals, including individuals proposed by stockholders, qualified to serve as members of the Board, and recommend for determination by the independent directors of the Company nominees for election as directors of the Company at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies then existing on the Board.

2.       Develop such procedures and/or standards for membership on the Board as the Committee deems appropriate to identify and maintain qualified and effective members of the Board.

3.       Cause to be prepared and recommend to the Board the adoption of corporate governance guidelines, and from time to time review and assess the guidelines and recommend changes for approval by the Board.

4.       Cause to be prepared and recommend to the Board the adoption of a code of ethics and a code of conduct, and from time to time review and assess the codes, and recommend changes for approval by the Board.

5.       Oversee/Conduct an annual evaluation of the performance of the Board, including individual members of the Board, and discuss the evaluation with the full Board.

6.       At least annually, review the performance of the Company's Chief Executive Officer.

7.       Make recommendations to the Board regarding issues of management succession.

8.       Provide minutes of Committee meetings to the Board, and report to the Board on any significant matters arising from the Committee's work.

9.       At least annually, review and reassess this Charter and, if appropriate, recommend changes to the Board.

10.    Perform such other duties and as may be assigned to the Committee by the Board.

Authority

By adopting this Charter, the Board delegates to the Committee full authority in its discretion to:

1.       Perform each of the responsibilities of the Committee described above.

2.       Delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.

3.       Appoint a chair of the Committee, unless a chair is designated by the Board.

4.       Engage and terminate search firms, independent counsel and other advisers as the Committee determines necessary to carry out its responsibilities, and approve the fees and other terms of retention of any such search firms, independent counsel and other advisers.

5.       Cause the officers of the Company to provide such funding as the Committee shall determine to be appropriate for payment of compensation to any search firm or other advisers engaged by the Committee.