1.

To establish the criteria for Board membership, based on the nature, size and complexity of the Company and the stage of its development, from time to time, which may include one or more of the following:

2.

To periodically review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;

3.

To develop and recommend to the Board for its approval an annual Board and committee self-evaluation process to determine the effectiveness of the functioning of the Board and its committees, and oversee such annual self-evaluation process;

4.

To consider, recruit and recommend to the Board candidates for election to the Board at each annual meeting of stockholders; to review candidates recommended by stockholders, establish the procedures by which such stockholder candidates will be considered by the Committee and publish these procedures in the Company's annual meeting proxy statement; to conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates;

5.

To develop, approve and periodically assess a process for shareholders to send communications to the Board;

6.

To receive recommendations of director candidates made by security holders of the Company and to recommend to the Board whether the Company should adopt a policy with respect to consideration of such candidates and, if so, to prepare that policy and the procedure to be followed by security holders in submitting such recommendations;

7.

To review the performance of the Board and the various committees of the Board, including the Committee, at least annually;

8.

To make recommendations to the Board regarding committee structure and delegated responsibilities included in the charter of each committee of the Board;

9.

To consider questions of possible conflicts of interest, including related prior transactions, of Board members and of senior executives;

10.

To receive and review an annual questionnaire furnished by each director identifying relationships between such director and members of his or her immediate family and the Company and recommending to the Board whether any such relationships are material or whether they satisfy the Board's standards of independence;

11.

To determine (i) the appropriate schedule for regular executive sessions of the non-management directors, (ii) whether, in the event the Chairperson of the Board

is a member of management, a single presiding director shall be selected for all such executive sessions or whether a procedure should be used for selection of the presiding director, and (iii) a method to be disclosed by the Company for interested parties to be able to communicate concerns directly to the Chairperson of the Board or, in the event the Chairperson of the Board is a member of management, the presiding director or with the non-management directors as a group;

12.

To recommend to the Board the appointment and removal of the members and chairs of the committees;

13.

To make recommendations on the structure of Board meetings and to oversee the Company's processes for providing information to the Board;

14.

To consider matters of corporate governance and to review periodically the Company's corporate governance principles and codes of business conduct and ethics (as required by the rules of any securities exchange or automated inter-dealer quotation system on which any of the Company's securities are traded and the SEC) and recommend to the Board any changes deemed appropriate;

15.

To recommend to the Board director retirement policies;

16.

To review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval;

17.

To establish and maintain a corporate succession plan for the CEO and the rest of senior management.

18.

In the event that any Director changes his or her principal employment and submits the required letter of resignation to the Board of Directors, to review such letter of resignation and make a recommendation to the Board regarding whether to accept such resignation, and

19.

Perform any other activities consistent with this Charter, the Company's By-laws and governing law, as the Committee or the Board deems necessary or appropriate.