The Committee is established by the Board of Directors for the following
purposes: (i) assisting the Board by actively identifying individuals
qualified to become Board members, (ii) recommending to the Board the
director nominees for election at the next annual meeting of stockholders,
    1.  Members.  The Committee shall consist of as many members as the Board
        shall determine, but in any event not fewer than three members.  The
        members of the Committee shall be appointed annually by the Board.
    2.  Qualifications.  Each member of the Committee shall meet all
        applicable independence and other requirements of law and the NASDAQ.
    3.  Chair.  The Chair of the Committee shall be appointed by the Board.
    4.  Removal and Replacement.  The members of the Committee may be removed
        or replaced, and any vacancies on the Committee shall be filled, by
        the Board.
    1.  Meetings.  The Chair of the Committee, in consultation with the
        Committee members, shall determine the schedule and frequency of the
        Committee meetings.
    2.  Agenda.  The Chair of the Committee shall develop and set the
        Committee?s agenda, in consultation with the other members of the
        Committee, the Board and management.  The agenda and information
        concerning the business to be conducted at each Committee meeting
        shall, to the extent practical, be communicated to the members of the
        Committee sufficiently in advance of each meeting to permit
        meaningful review.
    3.  Report to the Board.  The Committee shall report periodically, but
        not less than once annually, to the Board and shall submit to the
        Board the minutes of its meetings.
    1.  The Committee shall identify and recommend to the Board nominees for
        election or re-election to the Board, or for appointment to fill any
        vacancy that is anticipated or has arisen on the Board, in accordance
        with the criteria, policies and principles set forth in this Charter.
        The Committee shall report to the Board periodically on the status of
        these efforts.  The Committee shall review candidates for the Board
        recommended by stockholders.  The invitation to join the Board shall
        be extended by the Chair of the Board.
    2.  The Committee shall review with the Board, on an annual basis, the
        current composition of the Board in light of the characteristics of
        independence, age, skills, experience and availability of service to
        the Company of its members and of anticipated needs.  The Committee
        shall establish and review with the Board the appropriate skills and
        characteristics required of Board members.
    3.  The Committee shall, upon a significant change in a director?s
        principal occupation, review, as appropriate the continued Board
        membership of such director.
The foregoing list of duties is not exhaustive, and the Committee may, in
addition, perform such other functions as may be necessary or appropriate for
the performance of its duties.  The Committee shall have the power to
delegate its authority and duties to subcommittees or individual members of
the committee as its deems appropriate.
The Committee shall have the power to retain search firms or advisors to
identify director candidates.  The Company may also retain counsel or other
advisors, as it deems appropriate.  The Committee shall have sole authority
to retain and terminate such search firms or advisors and to review and
approve such search firm or advisor?s fees and other retention terms.