2004 Committee Charter : SYNO

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I. PURPOSE

The primary focus of the Governance Committee (the "Committee") is on the
broad range of issues surrounding the composition and operation of the Board of
Directors (the "Board"). The Committee provides assistance to the Board, the
Chairman and the CEO in the areas of membership selection, committee selection
and rotation practices, evaluation of the overall effectiveness of the Board,
and review and consideration of developments in corporate governance practices.
The Committee's purpose is to assure that the composition, practices and
operation of the Board contribute to value creation and effective representation
of Synovis Life Technologies, Inc. stockholders.

II. COMPOSITION

The Committee should be composed of at least three independent directors.

III. MEETINGS

The Committee will meet a minimum of twice per year and more frequently as
circumstances require.

IV. RESPONSIBILITIES

The responsibilities of the Committee in the areas of Corporate Governance
shall be to:

A. Nominating

1. Develop a Board which provides management with experienced and
seasoned business and/or financial advisors in fields expected to benefit
current or future business directions of the Company;

2. Make a recommendation as to the number of directors on the Board.
Between shareholder meetings, the number of Board directors may be
increased without shareholder approval, but may not be decreased without
shareholder approval;

3. Make a recommendation as to the proportion of the Board to be
comprised of non-management directors;

4. Make a recommendation to the Board regarding all nominees for board
membership, whether for the slate of director nominees to be proposed by
the Board to the shareholders or any director nominees to be elected by the
Board to fill interim director vacancies;

5. Review director candidates submitted by stockholders;

6. Review and recommend to the Board concerning the Board's
organizational structure and operations, including a Chair of the Board;
and

7. Review and recommend to the Board with respect to director
orientation, training and regulatory requirements.

B. Corporate Governance

1. Regularly review issues and developments related to corporate
governance and formulate and recommend governance standards to the Board;

2. Make recommendations to the Board regarding committee structure and
delegated responsibilities to be included in the charter of each board
committee. Appoint directors to Board committees;

3. Suggest rotations for chairpersons of committees of the Board as it
deems desirable from time to time;

4. Evaluate and recommend any revisions to Board and committee meeting
policies and logistics;

5. Consider and recommend changes in the size of the Board; and

6. Lead an annual review of Board performance and effectiveness.

Adopted by the Synovis Life Technologies, Inc. Board of Directors on
November 20, 2003.