The Nominating Committee is appointed by the Board of Directors for the following purposes:


A.) To identify individuals qualified to become members of the Board:


B.) To establish criteria for the selection of directors;


C.) To consider and evaluate stockholder proposals for director nominations;


D.) To recommend to the Board individuals to fill vacant Board positions; and


E.) To recommend to the Board the director nominees for each annual meeting of stockholders.


The Nominating Committee will consist solely of the “independent” directors of the company as defined by the Nasdaq Stock Market Rules. The Nominating Committee has the authority to retain a search firm to assist in the identification of director candidates and will establish a policy under which stockholders of the Company may recommend a candidate for consideration for nomination as a director.