Committees of the Board of Directors

Audit Committee. The Audit Committee will oversee and monitor our financial reporting process and internal control system, review and evaluate the audit performed by our outside auditors and report to the Board of Directors any substantive issues found during the audit. The Audit Committee will be directly responsible for the appointment, compensation and oversight of the work of our independent auditors. The Audit Committee will also review and approve all transactions with affiliated parties. The Board of Directors adopted a written charter for the Audit Committee. All members of the Audit Committee are independent directors as defined under the American Stock Exchange listing standards. Kenneth Abramowitz, Pamela Newman and Jeffrey Tischler serve as members of the Audit Committee and Jeffrey Tischler serves as the Chairman of the Audit Committee and our "audit committee financial expert," as such term is defined by the Securities and Exchange Commission.

Compensation Committee. The Compensation Committee will provide advice and recommendations to the Board of Directors in the areas of employee salaries and benefit programs. The Committee will also review the compensation of the President and Co-Chief Executive Officers of Ivivi and will make recommendations in that regard to the Board of Directors as a whole. All members of the Compensation Committee are independent directors as defined under the American Stock Exchange listing standards. Kenneth Abramowitz(chair), Pamela Newman and Jeffrey Tischler serve as members of the Compensation Committee.

Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee will meet to recommend the nomination of Directors to the full Board of Directors to fill the terms for the upcoming year or to fill vacancies during a term. The Nominating and Corporate Governance Committee will consider recommendations from shareholders if submitted in a timely manner in accordance with the procedures established in the Bylaws and will apply the same criteria to all persons being considered. All members of the Nominating and Corporate Governance Committee are independent directors as defined under the American Stock Exchange listing standards. Pamela Newman(chair), Louis Ignarro and Jeffrey Tischler serve as a member of the Nominating and Corporate Governance Committee.