The following Charter amends and restates the Charter of the Committee which was adopted by the Board of Directors of the Company on March 11, 2004:

1. Responsibilities of the Committee

   The Committee shall have two primary responsibilities:

   First, the Committee shall be responsible for identifying individuals qualified to serve on the Board, consistent with criteria and Guidelines (as defined below) approved by the Board, and to recommend that the Board select a slate of director nominees for election by the shareholders of the Company at the annual meeting of the shareholders of the Company, in accordance with the Company's Charter, Bylaws and applicable Federal and State laws and regulations.

   Second, the Committee shall be responsible for evaluating and recommending to the Board a set of corporate governance policies and principles (the "Guidelines") to be applicable to the Company. It shall also be the task of the Committee to periodically re-evaluate such Guidelines for the purpose of suggesting amendments to them if appropriate.

2. Composition of the Committee

   The members of the Committee shall be independent directors appointed by the Board and meeting the requirements of the Nasdaq listing standards. The then-current members of the Committee shall make recommendations for future appointments to the Committee, but the final appointment decision shall rest with the Board. The Chairman of the Committee shall be designated by the members of the Board. In the absence of the Chairman, the members of the Committee may designate a chairman by majority vote. The Board may, at any time, remove one or more directors as members of the Committee and may fill any vacancy on the Committee. The Committee may form and delegate authority to subcommittees when appropriate.

3. Operations of the Committee
   1. Nominating Function

      At least annually, the Committee shall review with the Board the appropriate skills and characteristics required of members of the Board. The full Board shall remain responsible for selecting nominees and recommending them for election by the shareholders. The Committee is responsible for developing and implementing the screening process necessary to identify qualified candidates. As a part of its screening process, the Committee shall:

   • evaluate a candidate's independence from the Company's management, principal shareholders and principal service providers, and the effect of any relationships that might impair independence, e.g., business, financial or family relationships with the Company's management or service providers; and
   • consider candidates proposed by any director or by any shareholder, in accordance with procedures established by the Committee from time to time.

   The Committee may determine the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on the Board. The Committee has the sole authority to retain, at Company expense, and terminate any such search firm or consultant, including sole authority to approve the fees to be paid to such firm or consultant and all other retention terms.

   2. Corporate Governance Functions

      The Committee has evaluated the Company's existing corporate governance procedures and has, with the assistance of the Company's outside counsel, developed the Guidelines for corporate governance which are set forth below, and which shall be presented to the full Board for consideration and adoption.

      The Committee shall, from time to time, review the governance structures and procedures of the Company and suggest improvements thereto to the full Board. Such improvements, if adopted by the full Board, shall be incorporated into the Guidelines.

4. Other Activities

   The Committee shall perform any other activities consistent with this Charter, the Company's Charter and Bylaws and applicable laws and regulations as the Committee or the Board deems appropriate.

5. Committee Meetings

   The Committee shall meet at least once per year. Other meetings may be held at the discretion of the Chairman of the Committee. Minutes of each of these meetings shall be kept.

1. Selection of Directors

   Nominees for directorship will be recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies and principles set forth in this Charter and Guidelines, the Company's Charter and Bylaws, and other applicable laws and regulations. The invitation to join the Board should be extended by the Board itself, by the Chairman of the Committee, or by the Chairman of the Board.

   The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders, in each case based upon the recommendation of the Committee.

   1. Director Qualifications

      A majority of the members of the Board must meet the criteria for independence established by the Nasdaq listing standards. The Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment will include evaluation of the members' independence, as well as consideration of talent, skills, diversity, and experience in the context of the needs of the Board.

   The Board's standards for determining the independence of a director are set forth in Attachment A to this Charter and Guidelines. The Committee will review such standards at least annually and recommend any appropriate changes to the Board for consideration.

   A description of the desirable characteristics that the Committee and the Board should evaluate when considering candidates for nomination as directors are set forth on Attachment B to this Charter and Guidelines. The Committee will review such characteristics at least annually and recommend any appropriate changes to the Board for consideration.

   2. Director Retirement

      Directors who are employees of the Company or any of its subsidiaries will resign from the Board coincident with their retirement or other termination as employees.

   3. Resignation from the Board

      Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary of the Company. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

      It is the opinion of the Board that a director who retires or otherwise changes his or her principal professional responsibility should notify the Chairman of the Board of such change in responsibility and offer his or her resignation to the Board. It is not the sense of the Board that in every instance a director who retires or has a change in responsibility should necessarily leave the Board. There should, however, be an opportunity for the Board through the Committee to review the continued appropriateness of Board membership under the circumstances. If the Committee determines that continued Board membership under the circumstances is no longer appropriate, it shall recommend to the Board that the director's resignation be accepted.

   4. Term Limits

      The Board does not believe it should establish term limits. Term limits hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As such, a director shall serve until a successor is elected and qualified, or until the director's earlier resignation, retirement from the Company's (including subsidiaries) employ, disqualification, removal from office or death.

1. Has not been an employee of the Company at any time during the last three (3) years, other than in the capacity as a former interim Chairman, Chief Executive Officer or other executive officer when such interim employment lasted no longer than one (1) year;

2. Has not, within the past three (3) years, worked on the Company's audit as a partner or employee of a firm that is the Company's external auditor, and is not a current partner or employee of such a firm;

3. Has not, during the last three (3) years, been employed as an executive officer by a company for which an executive officer of the Company concurrently served as a member of such company's compensation committee;

4. Has no immediate family members (i.e., spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone, other than domestic employees, who shares the director's home) who did not satisfy the foregoing criteria; provided, however, that, with respect to the employment criteria, such director's immediate family member may (i) currently serve or have served as an employee (other than as a partner) in a firm that is the Company's external auditor, unless such family member has personally worked on the Company's audit during that time; and (ii) currently serve or have served as an employee but not as an executive officer of the Company during such period;

5. Has not received, and has no immediate family member who has received, during any consecutive twelve (12) month period within the last three (3) years, more than $120,000 in compensation from the Company, other than for Board and committee service or for pension or other deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service); provided, however, that compensation received by a director's immediate family member for service as a non-executive employee shall not be considered in determining independence;

6. Is not a partner in, controlling shareholder of, executive officer of or employee of, and has no immediate family member who is a current executive officer of, any organization to which the Company made payments, or from which the Company received payments, for property or services in any of the last three (3) fiscal years in an amount which, in any single fiscal year, exceeds the greater of $200,000 or 5% of the recipient organization's consolidated gross revenues as measured against the most recent completed fiscal year; provided that neither payments arising solely from investments in the Company's securities or payments under non-discretionary charitable contribution matching programs shall be considered in determining independence; and

7. Has not been, and has no immediate family member who has been, an executive officer of a foundation, university, non-profit trust or other charitable organization, for which charitable contributions from the Company and its respective trusts or foundations, account or accounted for more than 5% or $200,000, whichever is greater, of such charitable organization's consolidated gross revenues, in any single of the last three (3) fiscal years, unless the Company discloses all contributions made to the recipient organization in its annual proxy statement.

1. Accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any subsidiary of the Company, other than in the director's capacity as a director or committee member, or any pension or other deferred compensation for prior service, provided that such compensation is not contingent in any way on continued service; or

2. Be an "affiliated person" of the Company or any subsidiary of the Company, as such term is defined by the Securities and Exchange Commission.

1. Personal Characteristics

   1. Integrity and Accountability: High ethical standards, integrity and strength of character in his or her personal and professional dealings and a willingness to act on and be accountable for his or her decisions.

   2. Informed Judgment: Demonstrate intelligence, wisdom and thoughtfulness in decision-making. Demonstrate a willingness to thoroughly discuss issues, ask questions, express reservations and voice dissent.

   3. Financial Literacy: An ability to read and understand balance sheets, income and cash flow statements, and understand financial ratios and other indices for evaluating Company performance.

   4. Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others' opinions and the willingness to listen.

   5. High Standards: History of achievements that reflect high standards for himself or herself and others.

   6. Active in Business: A nominee should be active in business or, if retired, should not have been retired more than one year when nominated.

2. Core Competencies¹

   1. Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to trends in debt and equity markets. Familiarity with internal financial controls.

   2. Business Judgment: Record of making good business decisions and evidence that duties as a director will be discharged in good faith and in a manner that is in the best interests of the Company.

   3. Management: Experience in corporate management. Understand management trends in general and in the areas in which the Company conducts its business.

   4. Crisis Response: Ability and commitment to perform during periods of both short-term and prolonged crisis.

   5. Industry/Technology: Unique experience and skills in an area in which the Company conducts its business, including science, manufacturing and technology relevant to the Company.

   6. International Markets: Experience in global markets, international issues and foreign business practices.

   7. Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging the Company to sharpen its vision.

   8. Leadership: Understand and possess leadership skills and have a history of motivating high-performing, talented managers.

   9. Succession Planning: Proficiency in the identification, selection and oversight of current and future officers and Board members in accordance with Company Bylaws and Guidelines.

3. Commitment to the Company

   1. Time and Effort: Willingness to commit the time and energy necessary to satisfy the requirements of Board and Board Committee membership. Expected to attend and participate in substantially all Board meetings and Board Committee meetings in which they are a member. Encouraged to attend all annual meetings of shareholders. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.

   2. Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of critical issues affecting the Company (including industry-, technology and market-specific information), and director's roles and responsibilities (including the general legal principles that guide board members).

   3. Other Commitments: In light of other existing commitments, ability to perform adequately as a director, including preparation for and attendance at Board meetings and annual meetings of the shareholders, and a willingness to do so.

   4. Stock Ownership: Compliance with any Company executive and director stock ownership requirements.

4. Team and Company Considerations

   1. Balancing the Board: Contributes talent, skills and experience that the Board needs as a team to supplement existing resources and provide talent for future needs.

   2. Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, age, ethnic background, geographic origin, and professional experience (public, private, and non-profit sectors). However, nomination of a candidate should not be based solely on these factors.