I. PURPOSE
The Stock Option and Compensation Committee (the "Compensation Committee") is a committee of the Board of Directors. It shall, among other things, (i) oversee the responsibilities relating to compensation of the Company's executives, (ii) produce an annual report on executive compensation for inclusion in the Company's proxy statement and (iii) perform such other functions as shall be required by the American Stock Exchange ("AMEX") and Securities and Exchange Commission (the "SEC").

II. COMPOSITION
The Compensation Committee shall be composed of two or more directors, none of whom shall be an employee of the Company and each of whom shall meet the independence requirements of AMEX and the Securities Exchange Act of 1934 (the "Exchange Act"). At least two members of the Compensation Committee shall be "non-employee directors" as defined in Rule 16b-3 promulgated under the Exchange Act, and "outside directors" as defined in Section 162(m) of the Internal Revenue Code.
The members of the Compensation Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until the next annual organizational meeting or until their respective successors shall be duly elected and qualified.

III. FUNCTIONS
The Committee shall have the following functions, as well as any functions as shall be required of compensation committees by AMEX and the SEC:

• to review and approve corporate goals and objectives relevant to Chief Executive Officer ("CEO") compensation, and evaluate the CEO's performance in light of those goals and objectives, and to set the CEO's compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee should consider the Company's performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years;
  
  
• to review and approve corporate goals and objectives relevant to senior executive compensation, evaluate senior executive performance in light of those goals and objectives, and to set the senior executive compensation levels based on this evaluation;
  
  
• to make recommendations to the Board with respect to incentive compensation plans and equity-based plans, including, without limitation, modifications from time to time of the Company's 1998 Stock Option Plan and 2005 Stock Option Plan;
  
  
• to administer the Company's 1998 Stock Option Plan, 2005 Stock Option Plan and other equity based compensation plans and grant stock options or other awards pursuant to such plans;
  
  
• to recommend to the Board the appointment and removal of the members and chairs of the Committees;
  
  
• to evaluate its own performance at least annually and report on such performance to the Board and the Corporate Governance and Nominating Committee; and
  
  
• to have such other powers and functions as may be assigned to it by the Board of Directors from time to time.
  
  

IV. ADMINISTRATIVE
The Compensation Committee shall meet at least once per year and shall hold any additional meetings as may be called by the Chairman of the Compensation Committee or a majority of the members of the Compensation Committee. Members of senior management or others may attend meetings of the Compensation Committee at the invitation of the Compensation Committee and shall provide pertinent information as necessary. The Chairman of the Compensation Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Compensation Committee members prior to each meeting. The Chairman will also cause minutes of each meeting to be prepared and circulated to the Committee members. The Compensation Committee may meet via telephone conference calls. A majority of the members of the Compensation Committee shall constitute a quorum for all purposes.
The Committee shall report regularly to the Board as to its activities.