Nominating Committee Charter

Organization

There shall be a committee of the board of directors known as the Nominating Committee.

Composition

The board of directors shall annually, or more frequently as necessary to fill vacancies or to replace members in the interim, appoint no less than three directors to the Nominating Committee each of whom shall be entirely "independent" as defined by Rule 4200(a)(15) of The Nasdaq Stock Market, Inc and Rule 10A-3(b)(1) promulgated under Section 10A(m)(3) of the Securities Exchange Act of 1934.

The board shall designate one of the Committee members to act as Chairperson.

The Committee may appoint a subcommittee(s) of one or two of its members and may delegate to any such subcommittee full authority to address any of the Committee's responsibilities.

Statement of Policy

The Nominating Committee shall provide assistance to the board of directors in fulfilling their responsibilities to the company's shareholders and the investment community relating to identifying individuals qualified to become board and committee members.

To accomplish this mission, the Nominating Committee will maintain open communication between itself, the board and management.

The Nominating Committee will attempt to engage continuous improvement of, and will attempt to foster adherence to, the company's policies, procedures and practices.

Duties and Responsibilities

• review the qualifications of and recommend to the board of directors nominees for directors to be submitted to the shareholders for election at each annual meeting of shareholders
• recommend to the board of directors qualified director nominees to be elected by the board of directors to fill vacancies and newly created directorships
• review and consider candidates for election as directors submitted by shareholders in compliance with the company's by-laws
• consider and make recommendations to the board of directors concerning the size and composition of the board of directors
• develop and recommend to the board of directors guidelines and criteria to determine the qualifications of directors
• review and recommend director nominees for each committee of the board
• coordinate with management and other reference sources, including, among others, search firms, to identify director candidates
• support appropriate opportunities for new board members to receive proper orientation to the company and their role as a member of the board

The Nominating Committee will be funded by the company to effect its duties and responsibilities, including, but not limited to, administrative fees and expenses and retaining search firms. The Nominating Committee shall have the sole authority to approve a search firm's fees, other retention terms, overall performance, and to terminate any of such search firms.

The Nominating Committee should pursue qualified individuals that would provide the board of directors with a mix of individuals, male and female, of different ages, experiences and races, who would provide the board, the company and its stockholders with new, exciting perspectives and skills. Criteria for evaluation of qualified director candidates include:

• business and financial acumen
• time availability
• education and training
• commitment to business ethics and the company's Code of Ethics
• experience in leadership roles
• record of accomplishment
• knowledge of the company's industry
• experience and knowledge of corporate governance practices
• independence as defined in The Nasdaq Stock Market Rules
• absence of conflicts with the company's operations or personnel
• character of high respect and integrity; no conviction or involvement in any criminal proceedings; no civil or administrative proceedings, past or pending, relating to any violation of federal, state or self-regulatory securities or commodities rules and regulations; not subject, personally or in any affiliated business or business entity, to any action, proceeding, order, injunction or decree, including, but not limited to, any civil, administrative or other regulatory matter within the past five years or currently ongoing or threatened concerning the purchase or sale of any security or commodity, or any transaction relating to securities, commodities or the securities or investment industry generally

* Other than under special circumstances or as otherwise approved by the board of directors

Administrative

• create an agenda for the upcoming year
• review and update this Charter periodically, at last annually, as conditions dictate
• maintain minutes and other records of meetings and activities of the Nominating Committee
• review the powers of the Nominating Committee, and report and make recommendations to the board of directors on its responsibilities
• conduct or authorize investigations into any matters within the Nominating Committee's scope of responsibilities; the Nominating Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of any investigation
• perform such other functions as assigned by law, the company's certificate of incorporation or by-laws, or the board of directors

Meetings

The Nominating Committee shall meet at least twice annually, or more frequently as circumstances dictate. In addition, to satisfy its responsibilities, the Nominating Committee should meet at least annually with management to discuss any matters that the Nominating Committee or management believe should be discussed in order to strengthen the effectiveness of the Nominating Committee.

The Nominating Committee shall report to the full board of directors with respect to its meetings.

The majority of the members of the Nominating Committee shall constitute a quorum, with a majority of votes of those Committee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action. The Nominating Committee may meet in person, by telephone conference call or by any other means permitted by this Charter or the Florida Business Corporation Act ("FBCA"). Without a meeting, the Committee may act by unanimous written consent of all Committee members or by any other means provided by this Charter or the FBCA.

Last revised: January 17, 2008

Jaffe/NominatingCommitteeCharter