COMPENSATION COMMITTEE

The Compensation Committee currently consists of Messrs. Grover, Chairman, Ladd, and Graham, all of whom are non-employee directors and "independent" as defined in Section 121A of the American Stock Exchange rules and the Exchange Act. The primary function of the Compensation Committee is to determine compensation for the officers of the Company that is competitive and enables the Company to motivate and retain the talent needed to lead and grow the CompanyÕs business. The Compensation Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005.

Compensation Committee Charter