NY01/SOLOJS/1427916.3   P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762  Page 1 of 8    CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE  I. Purpose and Power  The Nominating and Governance Committee (“Committee”) has been established by the Board to assist the Board in discharging and performing the duties and responsibilities of the Board with respect to corporate governance, including:  1. The identification and recommendation to the Board of individuals qualified to become or continue as directors.  2. The continuous improvement in corporate governance policies and practices, including the development and recommendation to the Board of corporate governance guidelines applicable to the Company.  3. The annual self-assessment of the performance of the Board.  4. The recommendation of members for each committee of the Board.  The Committee has the right to exercise any and all power and authority of the Board with respect to matters within the scope of this Charter, subject to the ultimate power and authority of the Board. 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 officers and employees and require them to provide any and all information and advice it deems necessary or appropriate, and to retain executive search, 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 such executive search, legal, accounting and other advisors.  The advisors retained by the Committee shall report directly to the Committee, and shall be accountable to the Committee and the Board, for their services.  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 (such market or exchange being referred to as the “Listing Entity”).
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