CHARTER OF THE NOMINATING COMMITTEE OF THE
BOARD OF DIRECTORS

Purpose

The primary purposes of the Nominating Committee (the “Committee”) are to recommend qualified individuals to the Board of Directors (the “Board”) for selection by the Board as nominees for election to the Board, and to recommend directors for selection by the Board to serve on the committees of the Board.

Composition

The Committee shall be comprised of three or more directors, who shall be elected by the Board annually to serve a one-year term and until their resignation, retirement, removal by the Board or until their successors shall be elected and qualify. The Chairman of the Committee shall be elected by the members of the Committee and can be reappointed for consecutive terms. The Board shall in the exercise of its business judgment determine that each of the Committee members is an independent director as that term is defined under the listing requirements of the American Stock Exchange (see Appendix A).

Meetings

The Committee will meet at least once a year. The Committee will hold additional meetings as the Committee or its chair deems advisable. The Committee will cause adequate minutes of all its proceedings to be maintained, and it will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure, not inconsistent with (a) any provisions of this Charter, (b) any provisions of the By-laws of the corporation, and (c) the laws of the State of Delaware.

Responsibilities

The principal responsibilities and functions of the Committee are as follows:

· Consider, establish as necessary, and review periodically, qualification standards and required skills for individuals directors and for the Board as a whole;

· Consider, recruit and recommend candidates to be nominated by the Board for election as directors;

· Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders;

· Before recommending the nomination of an incumbent, replacement, or additional nominee for director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors;

· Review candidates for nomination and nominees for director submitted by shareholders;

· Adopt policies and procedures for receiving, evaluating and recommending candidates for nomination, and nominees for director, submitted by shareholders, including any minimum qualifications and specific qualities or skills that the Committee believes are necessary for one or more of the corporation’s directors to posses;

· Annually review the composition of each committee of the Board and recommend to the Board those directors to be selected for membership on the various Board committees;

· Review the adequacy of this Charter on an annual basis and propose to the Board any recommended changes.

Outside Advisors

The Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist in the full performance of its responsibilities.

Disclosure

The Committee shall annually review and approve proxy statement disclosures concerning its policies and procedures for the consideration of candidates for nomination, and nominees for director, submitted by shareholders.

NOMINATING COMMITTEE
APPENDIX A

Independent Directors

“Independent director” means a person other than an officer or employee of the company or any parent or subsidiary. No director qualifies as independent unless the Board of Directors affirmatively determines that the director does not have a material relationship with the listed company that would interfere with the exercise of independent judgment. The following is a non-exclusive list of persons who shall not be considered independent:

(a) a director who is, or during the past three years was, employed by the company or by any parent or subsidiary of the company, other than prior employment as an interim Chairman or CEO;

(b) a director who accepts or has an immediate family member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current or any of the past three fiscal years, other than compensation for board service, payments arising solely from investments in the company's securities, compensation paid to an immediate family member who is a non-executive employee of the company or of a parent or subsidiary of the company, compensation received for former service as an interim Chairman or CEO, benefits under a tax-qualified retirement plan, non-discretionary compensation, or loans permitted under Section 13(k) of the Exchange Act;

(c) a director who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the company or any parent or subsidiary of the company as an executive officer;

(d) a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments (other than those arising solely from investments in the company's securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization's consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

(e) a director of the listed company who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the listed company's executive officers serve on that entity's compensation committee;

(f) a director who is, or has an immediate family member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit at any time during any of the past three years.

Notwithstanding the foregoing, if the Nominating Committee is comprised of at least three members, one director who is not independent and is not a current officer or employee or an immediate family member of such person, may be appointed to the Nominating Committee, if the Board, under exceptional and limited circumstances, determines that membership on the committee by the individual is required by the best interests of the Company and its shareholders, and the Board discloses, in the next annual meeting proxy statement (or in its next annual report on SEC Form 10-K or equivalent if the Company does not file an annual proxy statement) subsequent to such determination, the nature of the relationship and the reasons for that determination. A director appointed to the Nominating Committee pursuant to this exception may not serve for in excess of two years.

9/27/05