NOMINATING AND GOVERNANCE CHARTER

Effective: May 3, 2004

Purpose

The primary function of the Nominating and Governance Committee (the "N&GC") is to assist the Board of

Directors by (1) recommending qualifications and standards to serve as a director of the Company, (2) identifying

individuals qualified to become directors of the Company, and (3) developing and evaluating corporate governance

standards and policies for the Company.

Membership

The N&GC shall be comprised of three or more members of the Board of Directors. It is the goal of the Board of

Directors that as quickly as is practical each member of the N&GC qualify as an independent director ("Independent

Directors") under the NASDAQ listing requirements, and such additional standards that the Board may establish.

Until the N&GC is comprised entirely of Independent Directors, the Independent Directors shall oversee the

activities of the N&GC as required by any applicable laws, rules, regulations, or listing standards. The members

shall be appointed annually to one-year terms by the Board. The Board shall designate one member of the N&GC

as Chair.

Meetings and Procedures

Meetings of the N&GC shall be subject to the N&GC procedure rules set forth in the Company's Bylaws, rules

established by the Board, and its own rules of procedure, which shall be consistent with those Bylaws, the rules

established by the Board, and the following:

1. The N&GC shall meet at such times as the N&GC considers appropriate to fulfill its duties and

responsibilities.

2. Following each of its meetings, the N&GC shall deliver a report (verbal or written) on the meeting to the

Board, including a description of actions taken by the N&GC.

3. Minutes will be prepared for each meeting and will be maintained as a permanent part of the corporate

records.

4. At least annually, the N&GC will review this charter and update it as necessary.

Responsibilities and Duties

The N&GC shall have the following responsibilities and duties:

Board Composition—Standards and Needs

1. Review the composition and size of the Board in order to ensure the Board has the proper expertise and

independence.

2. Evaluate the skills, experience, position, and other criteria for selection of individual Board members.

3. Evaluate Board policies on term limits, service requirements, and retirement.

4. Plan for continuity on the Board as existing Board members retire from the Board.

5. Evaluate criteria for qualification as an Independent Director, consistent with applicable laws, rules,

regulations, and listing standards.

Board Composition—Nominations

1. Maintain an active file of suitable candidates for consideration as nominees to the Board. In compiling the

file, the N&GC shall consider, where appropriate, the candidate's qualifications, including whether candidates

qualify as an Independent Director.

2. Administer director evaluations upon re-nomination for election at least every three years.

3. Evaluate any Board candidates recommended by shareholders and compliance with all director nomination

procedures for shareholders.

4. Suggest to the Independent Directors and the Board the slate of nominees of directors to be elected by the

shareholders and any directors to be appointed by the Board to fill vacancies. Suggestions should involve a

review by the N&GC of the performance and contribution of directors being nominated for reelection as well

as the qualifications of proposed new directors.

Evaluation of the Board and Management Succession

1. Administer performance evaluations for the Board as a whole.

2. Develop and evaluate the Company's (a) orientation program for new directors, and (b) continuing education

program for incumbent directors.

3. Annually evaluate succession plans for the CEO and other key management positions as appropriate, in

conjunction with the Company's Compensation Committee.

4. Review CEO performance and review CEO's evaluations of CEO's direct reports performance and report to

the Company's Compensation Committee the N&GC's findings.

Corporate Governance Matters

1. Suggest to the Board policies to enhance the Board's effectiveness, including the frequency and structure of

Board meetings and the number, size and responsibilities of Board Committees.

2. Develop and evaluate periodically the corporate governance policies of the Company to review whether they

are appropriate for the Company and comply with applicable laws, rules, regulations, and listing requirements

and suggest any changes to the Board.

3. Review periodically the Articles of Incorporation and Bylaws and other relevant governance documents of the

Company and suggest to the Board appropriate changes thereto.

4. Consider any other corporate governance issues that arise from time to time and refer them to the Board. If

the Board requests, the N&GC will develop appropriate recommendations for the Board.

Referral to Entire Board and/or Independent Directors

1. Where and as required by applicable law, rule, regulation, or listing standard refer any matters to the entire

Board or the Independent Directors as appropriate.

2. Oversee Company compliance with applicable laws, rules, regulations, and listing standards.

The N&GC shall have the authority to retain outside counsel, search firms or any other advisors as the N&GC may

deem appropriate in its sole discretion.