1. Committees

Committees shall be established by the Board from time to time to facilitate and assist in the execution of the Board's responsibilities. Committees may be standing or ad hoc. There are currently three standing committees:

• Audit Committee

• Compensation Committee

• Governance and Corporate Responsibility Committee

Each member of the Audit Committee, Compensation Committee, and Governance and Corporate Responsibility Committee must be independent, as provided under the NASDAQ Rules, and each member of the Audit Committee must meet the independence standards imposed by the Sarbanes-Oxley Act of 2002.

Each Committee will have a written charter, approved by the Board, which describes the Committee's general authority and responsibilities and which will be posted on the company's web site. Each Committee will undertake an annual review of its charter, and will work with the Governance and Corporate Responsibility Committee and the Board to make such revisions as are considered appropriate.

Each Committee has the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist the Committee in its work.

Each Committee will regularly report to the Board concerning the Committee's activities.

2. Audit Committee

The Audit Committee is responsible for the hiring, oversight and compensation of the independent certified public accountants that audit the company's financial statements, for monitoring the effectiveness of the company's internal financial, and accounting organization and controls and of the company's financial reporting and disclosure controls, and for monitoring business risks of the company. The shareholders will ratify the appointment of the independent auditor. The Audit Committee will strive to maintain the non-audit fees of the independent auditor at a lesser amount than the audit fees in any year.
Audit Committee Charter

3. Compensation Committee

The Compensation Committee reviews and recommends to the Board salaries and other matters relating to compensation of the executive officers and Directors of the company, and administers the company's long-term incentive plan, including the granting or recommending to the Board the grant of stock options. The Board has a policy against re-pricing of stock options. The company will expense stock options at such time as required by the Financial Accounting Standards Board.
Compensation Committee Charter

4. Governance and Corporate Responsibility Committee

The Governance and Corporate Responsibility Committee reviews and reports to the Board on matters of corporate governance (that is, the relationships of the Board, the Stockholders and management in determining the direction and performance of the company) and reviews and addresses these Governance Guidelines and recommends revisions as appropriate. The Governance and Corporate Responsibility Committee also reviews all proposals submitted by stockholders for action at the Annual Stockholders' Meeting, and recommends action by the Board with regards to each such proposal. The Governance and Corporate Responsibility Committee also makes recommendations to the Board regarding the size and composition of the Board, establishes procedures for the nomination process, recommends candidates for election or appointment to the Board, recommends members and chairpersons of committees, and may nominate corporate officers to be elected by the Board.
Governance and Corporate Responsibility Committee Charter

5. Assignment and Term of Service of Committee Members

The Board is responsible for the annual appointment of Committee members and Committee chairpersons.