Nominating and Corporate Governance Committee
Charter of Responsibilities and Functions

1.

Members. The Board of Directors shall appoint a Nominating and Corporate Governance Committee of at least three members, consisting entirely of independent directors, and shall designate one member as chairperson. For purposes hereof, an “independent director” shall be a director who meets the NASDAQ Stock Market definition of “independence.”

2.

Purposes, Duties, and Responsibilities. The Nominating and Corporate Governance Committee shall identify individuals qualified to become members of the Board of Directors, recommend to the Board of Directors director nominees for the annual meeting of stockholders, develop and recommend to the Board of Directors a set of corporate governance principles and have a leadership role in shaping the Company’s corporate governance. The Nominating and Corporate Governance Committee shall develop a plan and timetable to address the following duties and responsibilities:

 

(i)

Develop criteria to identify and evaluate prospective candidates for the Board of Directors. These criteria shall include, among other things, an individual’s business experience and skills, independence, judgment, integrity, and ability to commit sufficient time and attention to the activities of the Board of Directors. The Nominating and Corporate Governance Committee considers these criteria in the context of an assessment of the perceived needs of the Board of Directors as a whole and seeks to achieve a diversity of occupational and personal backgrounds on the Board of Directors.

(ii)

Identify, review the qualifications of, and recruit, as appropriate, potential nominees for the Board of Directors.

(iii)

Recommend to the Board of Directors nominees to the Board of Directors, which shall include reviewing the qualifications of directors for continued service on the Board of Directors.

(iv)

Recommend to the Board of Directors candidates to fill vacancies occurring on the Board.

(v)

Establish a procedure for, and consider, Board of Directors candidates recommended by the Company’s stockholders.

(vi)

Recommend to the Board of Directors candidates for appointment to Board committees.

(vii)

Consider retirement and/or tenure policies for directors, and make recommendations to the Board of Directors.

(viii)

Oversee the evaluation of the Board of Directors.

(ix)

Review any outside directorships in other public companies held by senior company officials.

(x)

Periodically assess the reporting channels through which the Board of Directors receives information and the quality and timeliness of the information.

(xi)

Develop and periodically review the Company’s corporate governance principles and recommend any changes to the Board of Directors.

(xii)

Annually evaluate the performance of the Nominating and Corporate Governance Committee and the appropriateness of the committee’s charter.

3.

Outside Advisors. The Nominating and Corporate Governance Committee shall have the authority to retain, at the expense of the Company but without further approval or authorization of the Company, such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.

4.

Meetings. The Nominating and Corporate Governance Committee will meet as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically, and at such times and places as the Nominating and Corporate Governance Committee shall determine. The Nominating and Corporate Governance Committee may create subcommittees who shall report to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall report regularly to the full Board of Directors with respect to its meetings. The majority of the members of the Nominating Committee shall constitute a quorum.