NOMINATING COMMITTEE CHARTER
Purposes of the Nominating Committee
   The purposes of the Nominating Committee are:
   o to consider proposals made by shareholders and others to nominate
     specific individuals to the board of directors of Wilshire Enterprises,
     Inc. (the "Company");
   o to identify qualified individuals for membership on such board (the
     "Board"); and
   o to recommend to the Board the director nominees for election at each
     annual meeting of shareholders and at each other meeting of shareholders
     at which directors are to be elected.
Membership of the Nominating Committee
   The Nominating Committee:
   o shall consist of not less than three members of the Board, the exact
     number to be established by the Board from time to time;
   o shall consist solely of individuals who meet the independence standards
     set forth in Securities and Exchange Commission rules and in the listing
     standards applicable to the Company; and
   o shall consist solely of members who are appointed by, and who may be
     removed by the Board.
Criteria for Nomination to the Board of Directors
   Each individual nominated by the Nominating Committee to serve on the Board
of Directors shall, in the Nominating Committee's opinion, satisfy the
following criteria (the "Minimum Criteria") together with such other criteria
as shall be established by the Nominating Committee:
   o such nominee shall satisfy any legal requirements applicable to members
     of the Board;
   o such nominee shall have business or professional experience that will
     enable such nominee to provide useful input to the Board in its
   o such nominee shall have a reputation for honesty and ethical conduct;
   o such nominee shall have a working knowledge of the types of
     responsibilities expected of members of the board of directors of a
     public corporation; and
   o such nominee shall have experience, either as a member of the board of
     directors of another public or private corporation or in another
     capacity, that demonstrates the nominee's capacity to serve in a
     fiduciary position.
Procedures to be Followed with Respect to the Submission of Names for
Consideration by the Nominating Committee.
   The following procedures (the "Minimum Procedures") shall be utilized in
considering any candidate for election to the Board at an annual meeting,
other than candidates who have previously served on the Board or who are
recommended by the Board. A nomination must be delivered to the Secretary of
the Company at the principal executive offices of the Company not later than
the close of business on the ninetieth (90th) day nor earlier than the close
of business on the one hundred twentieth (120th) day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that if
the date of the annual meeting is more than thirty (30) days before or more
than sixty (60) days after such anniversary date, notice to be timely must be
so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
(90th) day prior to such annual meeting or the close of business on the tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made by the Company. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a notice as
described above. Such notice shall set forth as to each person whom the
proponent proposes to nominate for election as a director (a) all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director
if elected), and (b) information that will enable the Nominating Committee to
determine whether the candidate satisfies the Minimum Criteria and any
Additional Criteria (as defined below) established by the Nominating
   In the event that a director is to be nominated at a special meeting of
shareholders or is to be elected by the Board, the Nominating Committee shall
develop procedures designed to conform, as nearly as practicable, to the
procedures applicable to elections of Board members at annual meetings.
   The Nominating Committee may, but shall not be required to, develop other
procedures (the "Additional Procedures") designed to supplement the Minimum
Processes to be Followed in Considering Candidates
   Candidates to serve on the Board shall be identified from such sources as
shall be available to the Nominating Committee, including without limitation
recommendations made by shareholders.
   There shall be no differences in the manner in which the Nominating
Committee evaluates nominees recommended by shareholders and nominees
recommended by the committee or management, except that no specific process
shall be mandated with respect to the nomination of any individuals who have
previously served on the Board. The evaluation process shall include (i) a
review of the information provided to the Nominating Committee by the
proponent, (ii) a review of reference letters from at least two sources
determined to be reputable by the Nominating Committee and (iii) a personal
interview of the candidate, together with a review of such other information
as the Nominating Committee shall determine to be relevant.
Duties of the Nominating Committee
   The Nominating Committee shall:
   o determine whether other criteria (the "Additional Criteria"), beyond the
     Minimum Criteria, should apply in nominating members of the Board, such
     Additional Criteria to
   o reflect, at a minimum, all applicable laws, rules, regulations and
     listing standards applicable to the Company, and
   o take into account a potential candidate's experience, areas of expertise
     and other factors relative to the overall composition of the board of
   o determine whether the Minimum Procedures should be supplemented with
     Additional Procedures relating to the information to be submitted to the
     Nominating Committee regarding prospective candidates;
   o annually review the size, composition and needs of the Board and make
     recommendations to the Board;
   o recommend to the Board the director nominees for election at the next
     annual meeting of shareholders;
   o consider and recommend candidates for appointment to the Board to the
     extent vacancies arise between annual meetings of shareholders;
   o consider director candidates submitted by shareholders and other third-
     parties, in accordance with the Minimum Procedures and any Additional
     Procedures adopted by the Nominating Committee; and
   o annually review the Nominating Committee charter and recommend to the
     Board any changes it deems necessary or desirable.
Meetings of the Nominating Committee
   The Nominating Committee shall meet as often as necessary to carry out its
responsibilities, but not less than once each year. At the discretion of the
chairperson of the Nominating Committee, but at least once each year for all
or a portion of a meeting, the members of the Nominating Committee shall meet
in executive session, without any members of management present.
Additional Authority of the Nominating Committee
   The Nominating Committee shall have the authority, in its discretion, to
retain outside counsel and other advisors.