P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762 Page 2 of 12    • The restructuring of the organization, capital structure and financing of the companies within the Company and the employment and termination of employment of personnel in connection therewith; and  • The adoption, revision and termination of policies and procedures.  The Board shall continue to have the ultimate duty and responsibility to manage or direct the management of the business and affairs of the Company.  The Committee has the authority to conduct any and all investigations it deems necessary or appropriate, to contact directly the auditors, the officers and other employees of the Company, and advisors and require them to provide any and all information, advice and assistance it deems necessary or appropriate, and to retain legal, accounting or other advisors it deems necessary or appropriate.  The Committee has the authority to set aside for payment, pay and direct the payment of the auditors for their reviews and audits of financial statements and all other services as well as expenses (including ordinary administrative expenses) of the Committee, including for those legal, accounting and other advisors.  The auditors shall report directly to the Committee, and shall be accountable to the Committee and the Board, for their reviews and audits of financial statements and all other services.  The Committee, and each member of the Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented; and (ii) counsel, public accountants or other persons as to such matters which the member believes to be within their professional competence.  II. Composition  The Committee shall be comprised of that number of directors (but not less than two) as may be determined from time to time by the Board. Each member of the Committee shall be an independent director within the meaning of the rules of such primary trading market or securities exchange on which the Company’s securities are then traded, or if there is none, the NYSE Amex Equities (the “Listing Market”), and The Sarbanes-Oxley Act of 2002, as amended (“SOX”), and shall be free from any relationship that would, in the Board’s opinion, interfere with the exercise of his or her judgment independent from management. A copy of the independence and related rules is attached to the charter of the Nominating and Governance Committee.  A member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board or any other committee of the Board, (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or (ii) be an affiliated person of the Company.
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