Board Meetings and Committees

Each director is expected to attend each meeting of the Board of Directors and those Committees on which he serves. Certain matters were approved by the Board of Directors, or a Committee of the Board of Directors, by unanimous written consent. The Board of Directors has five standing committees, the Audit Committee, the Compensation Committee, the Corporate Governance Committee, the Nominating Committee and the European Compliance Committee. The members of our Committees are as follows:

Audit Committee Gary B. Abromovitz, Chair Thomas Ingram Robert Levin Nominating Committee Daniel C. Montano, Chair

Compensation Committee Gary B. Abromovitz, Chair Thomas Ingram Robert Levin Corporate Governance Committee Gary B. Abromovitz, Chair Thomas Ingram Robert Levin

Audit Committee

Pursuant to its charter, the audit committee will review the results and scope of the annual audit and other services provided by our independent accountants, reviews and evaluates our control functions and monitors transactions between our employees, officers and directors and us. We believe that the composition of our audit committee will meet the requirements for independence under the current requirements of the Sarbanes-Oxley Act of 2002 and SEC rules and regulations.

Compensation Committee

Pursuant to its charter, the compensation committee will provide assistance to the Board of Directors by designing, recommending to the Board of Directors for approval and evaluating our compensation plans, policies and programs, especially those regarding executive compensation; reviewing and approving the compensation of our Chief Executive Officer and other officers and directors; and will assist the Board of Directors in producing an annual report on executive compensation for inclusion in our proxy materials in accordance with applicable rules and regulations. We believe that the composition of our compensation committee will meet the requirements for independence under, and the functioning of our compensation committee complies with, any applicable requirements of the Sarbanes-Oxley Act of 2002 and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Nominating Committee

Pursuant to its charter, this committee will nominate persons to serve on the board. None of the members of the Nominating Committee is independent. All are members of the Control Group. Control of the nominating process by the Control Group is an exception to independence requirements. The Control Group has no present intention to turn the nominating process over to independent board members.

Notwithstanding that the Control Group intends to control the nominating process for Board members, the Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board of Directors. In evaluating such nominations, the Nominating Committee will seek to achieve a balance of knowledge, experience and capability on the Board of Directors. In addition, the Nominating Committee expects that members of the Board of Directors should have the highest professional and personal ethics and values; broad experience at the policy-making level in business, government, education, technology or the public interest; be committed to enhancing stockholder value; and have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them to perform responsibly all director duties.

The Nominating Committee will utilize a variety of methods for identifying and evaluating nominees for director. If vacancies on the Board of Directors are anticipated, or otherwise arise, the Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating Committee through current Board members, professional search firms, stockholders or other persons. Candidates will be evaluated at regular or special meetings of the Nominating Committee.. As noted above, in evaluating all nominations, the Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors.

Corporate Governance Committee

Pursuant to its charter, this committee will review and recommend corporate governance principles applicable to us, and evaluate board performance.

Stockholder Communication with the Board

Stockholders who wish to communicate with the board, non-management directors as a group, a committee of the board or a specific director may do so by letters addressed in care of our Corporate Secretary at the address noted above. Letters will be reviewed by the Corporate Secretary and relayed to the addressees as appropriate.

The Board of Directors has requested that certain items unrelated to the duties and responsibilities of the board not be relayed on to directors. These include unsolicited marketing materials or mass mailings; unsolicited publications; surveys and questionnaires; resumes and other forms of job inquiries; and requests for business contacts or referrals. In addition, the Corporate Secretary may handle in his discretion any director communication that is an ordinary business matter including routine questions, complaints and comments, and related communications that can appropriately be handled by management.

Director Compensation

Our non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with attending board and committee meetings, but are not compensated for telephonic meetings. Commencing with board meetings after the effective date of our initial public offering, each non-employee director will be paid $5,000 per board meeting.

Each committee member, except for the lead independent director and committee chairs, will be paid $1,000 for each committee meeting attended. There is no annual retainer paid to any director. The chair of the audit committee is paid an annual fee of $40,000. The lead independent director will chair the compensation and governance committees and perform the duties required by those positions in addition to his duties as lead independent director. The lead independent director is paid an annual fee of $60,000, but is not paid any additional sum for his role as chair of the compensation and governance committees. The chair of our European compliance committee is paid an annual fee of $60,000. Upon the effective date of the initial public offering, and after compliance with all State and Federal securities regulations, each non-employee director will receive a fully vested option to purchase 50,000 shares of our Common Stock at the initial public offering price.

Title	Format
Audit Committee
Compensation Committee
Corporate Governance Committee
Nominating Committee
Code of Conduct