Charter of the Compensation Committee of the Board of Directors

Adopted August 2004; As Amended June 2007

The Compensation Committee of the Board of Directors has both a strategic and administrative role in the compensation structure of the Company with an emphasis on compensation of top management. Strategically, the Committee shall consider how the achievement of the overall goals and objectives of the Company can be aided through adoption of appropriate compensation philosophy and effective program elements. Administratively, the Committee shall review compensation paid, salary progressions, incentive compensation allocations, the awards of supplemental benefits and perquisites for key employees and shall approve employee stock awards under an approved plan.

The Compensation Committee also serves as the body charged by the Board of Directors with oversight of the Company’s human resource function, with emphasis on the Company’s employee benefits, human resource policies, and its affirmative action, equal employment and small and disadvantaged business contracting policies and practices.

Committee members, including the Chairman, shall be appointed and, if necessary, removed by the Board of Directors. The Committee shall be composed of not fewer than three (3) "independent directors" as defined in applicable regulations and stock exchange listing standards, in order to enhance the Committee’s capability to provide independent governance on behalf of the stockholders and provide management with objective guidance and support in matters within the Committee’s responsibility. In addition, it is the Board’s intention that each Committee member shall be a "non-employee director" within the meaning of Rule 16b-3 issued by the Securities and Exchange Commission (SEC), and that at least two Committee members shall be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code. To the extent that a Committee member is not a non-employee director or outside director, as the case may be, the member shall recuse him- or herself from deliberations and the determination of awards related to Rule 16b-3 or Section 162(m), as the case may be.

The Committee shall meet as necessary to perform its functions, but in no event shall the Committee meet fewer than four (4) times per year. To assist it in the proper discharge of its responsibilities, the Committee shall have the sole authority to engage and, if necessary, terminate the services of such advisors/consultants (including counsel) as it deems necessary, including the authority to approve the advisor/consultant’s fees and other retention terms. The Committee may delegate any of its responsibilities to one or more subcommittees, provided that any such subcommittee shall be required to report to the Committee on its activities and obtain Committee approval for any recommended action. In order to have validity, actions of the Committee must be approved by a quorum of the Committee. A quorum shall be a majority of all of the members of the Committee. In performing its functions the Committee shall keep informed of developments in applicable legal and regulatory requirements and recommended best practices concerning Committee functions and the Company’s compensation and human resource activities.

The Compensation Committee is responsible for:

Considering and approving the Company’s compensation philosophy and guidelines.

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