I. PURPOSE
The Nominating Committee is appointed by the Board of Directors for the following purposes:

• Identifying individuals qualified to become a Board member and recommending persons to be nominated by the Board of Directors for election as Directors of the Corporation.
• Nominating a candidate for election to the Board of Directors of the Corporation in the event any vacancy may occur in the interval between shareholder’s meetings.

The Nominating Committee has the Authority to conduct any investigation appropriate to fulfill its responsibilities, and it has direct access to anyone in the organization. The Nominating Committee has the ability to retain, at the Corporation’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.

II. COMPOSITION AND MEETINGS
Nominating Committee members shall be independent directors who meet the requirements of the rules under NASDAQ; as such requirements are interpreted by the Board in its business judgment. The members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly appointed. The Board shall designate one member of the Committee as its Chairperson.

The Committee shall meet at least annually, or more frequently as circumstances dictate. The Committee may invite any officer or employee of the company to attend meetings. Minutes will be prepared and the Committee will report to the Board the results of such meetings on significant actions it has taken.

III. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
The Nominating Committee shall have the following duties and responsibilities:

• Review and reassess the adequacy of this Charter at least annually.
• Annually consider and recommend to the Board of Directors the size of the Board.
• n advance of the annual shareholders’ meeting each year, recommend persons to be nominated by the Board of Directors for election as Directors of the Corporation.
• Nominate a candidate for election to the Board of Directors of the Corporation in the event any vacancy may occur in the interval between shareholders’ meetings.
• When considering a person to be recommended for nomination as a Director of the Corporation, develop criteria for identifying and evaluating a candidate for the Board. These criteria include, among other things, an individual’s business experience and skills, particularly in fields related to current or future business directions of the Corporation, independence, judgment, integrity and ability to commit sufficient time and attention to the activities of the board, as well as the absence of any potential conflicts with the Corporation’s interests. The Nominating Committee considers theses criteria in the context of an assessment of the perceived needs of the Board as a whole and seeks to achieve diversity of occupational and personal backgrounds.
• Have sole authority to retain and terminate any search firm used to identify candidates, including sole authority to approve the search firm’s fees and other retention terms.
• Perform such other duties and responsibilities as are consistent with the purpose of the Nominating Committee and as the Board or the Nominating Committee deems appropriate, and as may be required from time to time to qualify for listing in accordance with the requirements of NASDAQ.
  The terms of this charter are intended to provide a framework for the functions of the Nominating Committee; the terms are not intended to establish legally binding obligations of the Board of Directors, or of the Nominating Committee to themselves, the Corporation, its officers, shareholders or others. The Nominating Committee shall act independently of the full Board of Directors for the purpose of providing recommendations to the full Board of Directors.