Corporate Governance

CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER

March 12, 2010

1.   Purpose.  The purpose of the Corporate Governance & Nominating Committee (the "Committee") is to assist the Company’s Board of Directors (the "Board") in fulfilling its responsibility with respect to the governance of the Company, principally including —

(a)  The  development  and  recommendation  to  the  Board  of  appropriate  corporate  governance principles and rules.

 (b) The recommendation to the Board of appropriate policies and procedures to ensure the effective functioning of the Board.

(c)  The recommendation to the Board of nominees for election to the Board.

The  duties  and  responsibilities  enumerated  in  this  Charter  are  the  recurring  activities  of  the Committee in carrying out its responsibilities.   The Committee also has such other duties and responsibilities as may be delegated to it by the Board from time to time.

2.   Committee Structure and Operation.

 (a)  Composition and Qualifications.  The Committee is comprised of three or more members of the Board, each of whom shall have been determined by the Board to be "independent" as that term is defined by The Nasdaq Stock Market subject to such other standards as may be established by law or the Board.

(b) Appointment and Removal of Committee Members.  Anything in the By-Laws of the Company to the contrary notwithstanding, Committee members shall be elected annually by the affirmative vote of no less than a majority of the Company's independent directors and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier death, resignation or removal.  One or more members of the Committee may be removed and/or replaced by the independent directors with or without cause in their sole discretion.

 (c)  Chairman.  The Committee’s Chairman shall be elected annually by the affirmative vote of no less than a majority of the Company's independent directors or, if they do not do so, by a vote of the Committee’s members.

(d) Advisors.   The Committee shall have full authority to retain independent legal, accounting or other advisors in carrying out its duties and responsibilities, and full authority to retain and terminate any search firm to be used to identify director candidates.  As part of this authority, the Committee is authorized to approve the fees payable to such advisors and any other terms of their retention, and the Company shall provide the funding determined appropriate by the Committee therefor.

 (e)  Meetings.  The Chairman will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the date, time, place and length of each meeting and the agenda to be addressed at each meeting.  The Committee shall meet as often as is deemed necessary or appropriate in its judgment, either in person or by telephone conference call.  The Committee shall make regular reports to the Board on its activities.

 3.   Corporate Governance Principles.   The Committee shall develop and recommend to the Board initial corporate governance principles covering all subjects required by NASDAQ and by other applicable laws, rules and regulation to be addressed by the Company, as well as procedures for stockholders to communicate with the Board.

 4.   Periodic Evaluations and Reviews.

 (a)  The Committee & This Charter.  The Committee shall conduct and present to the Board an annual self-evaluation and an evaluation of the adequacy of this Charter.  It will then recommend to the

Board any actions arising out of such evaluations.   All amendments of this Charter shall be subject to Board approval.

(b) The Board & Other Committees.   The Committee will assist the Board in developing and maintaining an annual self-evaluation process for the Board and its other committees and will oversee those evaluations.  Based on the results of the annual evaluations, as well as on any other matters that the Committee deems relevant, the Committee will make such recommendations to the Board regarding Board processes, policies and other matters that are designed to improve the effective functioning of the Board.

 (c) Company Policies.  The Committee will periodically review the Company's Code of Business Conduct & Ethics and Insider Trading Policy to ensure that they remain responsive both to legal requirements and to the nature and size of the Company's business.

 5.   Matters Relating to the Board of Directors

(a)  Selection Criteria, Evaluation and Recruitment of Directors.  The Committee shall determine the criteria for the qualification and selection of nominees for election to the Board; shall apply those criteria in identifying and evaluating possible candidates; and shall manage the recruitment and retention of qualified directors.  Among other criteria, the Committee shall take into consideration the diversity of directors and nominees.  In achieving a diversity among directors, the Committee shall consider business experience, public sector experience, professional training, public and private offices held, geographical representation, race, gender and age, among others.

 (b) Director Nominees.  The Committee shall recommend to the Board the slate of nominees for election by the stockholders and any nominee proposed to be selected by the Board to fill a vacancy or a newly-created directorship, such nominees to be subject to the approval by the affirmative vote of no less than a majority of the Company's independent directors.

(c)  Committee Members.  When appropriate, the Committee will recommend to the Board directors for membership on Board committees.

(d) Director Independence.  The Committee shall develop and make recommendations to the Board regarding standards and processes for determining the independence of Board members under NASDAQ and other applicable laws, rules and regulations.

(e)  Director Orientation and Education.  The Committee shall develop and oversee the operation of an orientation program for new directors and determine whether and what form and level of continuing education for directors is appropriate.

 (f) Director Remuneration.   The Committee shall, with the advice of the Chairman of the Compensation Committee, make recommendations from time to time to the Board concerning the remuneration of non-employee directors, committee members and committee chairpersons.