From the last Def 14(a)...

On August 28, 2003, the Board created the Nominating Committee and approved the Nominating Committee Charter, a copy of which was attached as an appendix to the 2005 Proxy Statement filed with the SEC on March 14, 2005. The members of the Nominating Committee are Carlton M. Johnson and David H. Pohl.

The Nominating Committee reviews and recommends to the Board for nomination candidates for election to the Board. Stockholders desiring to recommend nominees must submit proposals to the Corporate Secretary in accordance with established procedures set forth in the section entitled, “Shareholder Proposals and Communications” below. The Nominating Committee has a policy with respect to director candidates that applies whether the recommendations are made by stockholders or the committee. Certain qualifications and considerations that the Nominating Committee takes into account include whether candidates possess such attributes and experience as are necessary to provide a broad range of characteristics, including diversity, management skills, financial, technological and business experience, as well as whether such candidates are able to commit the requisite time for preparation and attendance at regularly scheduled meetings and to participate in other matters necessary for good corporate governance. During the last fiscal year, the Nominating Committee did not hold any meetings. The entire Board acted in lieu of the Nominating Committee and in accordance with the policies that apply to the Nominating Committee.

During fiscal 2007, Mr. Pohl was an officer of the Company and was not considered to be an independent director under NASDAQ listing standards. Mr. Johnson is an independent director under NASDAQ listing standards. Because of the small number of independent directors serving on the Board, the Board appointed Mr. Pohl to serve on the Nominating Committee.