Nominating Committee Charter

I. Purpose

The Nominating Committee (the "Committee") will identify individuals qualified to become Members of the Board of Directors (the "Board") and recommend that the Board select the nominees for the Board for the next annual shareholders meeting.

II. Membership

The members of the Committee will be appointed by the Board and will number at least three, each of whom must be an independent director. The members of the Committee will serve until their successors are appointed and qualify. The Board will also designate the Chairman of the Committee, and will have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements referred to above. The Committee will be responsible for establishing its own procedural rules, subject to the provisions of this Charter, the Company's Bylaws, and the rules of the Nasdaq. The Committee will have the power to form subcommittees and delegate responsibility to them.

III. Authority and Responsibilities

1.       The Committee will establish criteria for the selection of new Board members and conduct searches and interviews for individuals qualified to become Board members. The Committee will make recommendations to the Board regarding director nominees, for the next annual shareholders meeting, from the pool of identified individuals qualified to become Board members.

2.       The Committee will have the authority to retain and terminate any firm used to help identify director candidates, including exclusive authority to approve any firm's fees and other retention terms.

3.       The Committee shall make recommendations to the Board as to which Directors should serve on the various committees of the Board.

The Committee will review its own performance at least annually and recommend any proposed changes to the Board. The Committee will also have the authority to engage internal and external advisors for advice and assistance and will review the adequacy of this Charter at least annually.

Approved by the Nominating Committee
Date: September 15, 2005

Approved by the Board of Directors
Date: September 15, 2005