Guidelines for Selection of Directors

The intention of the list below is to assist all shareholders in identifying suitable candidates to fill a vacancy when it arises. It is not intended to curtail the authority of shareholders nor is it expected that all the criteria will be found in a single candidate. It is expected however, that a reasonable attempt would be made to select a person who meets the spirit of this document.

1. Identify required expertise and find someone to fill that void.

2. Identify persons:-

   1. With board experience but not overly committed.

   2.  Who can provide oversight, direction and leadership.

   3. With an understanding of the importance of good governance practices and an ability to contribute to the Board in this regard.

   4. Who are accomplished, persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open mind, and a demonstrated capacity for thoughtful group decision-making.

   5. Who can bring diversity of opinion background, experience and other demographics.

   6. With the skills and personality that would mix well with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company.

   7. With the ability and willingness to commit adequate time to Board and committee matters.

   8. Who possess current knowledge and contacts in the Company's industry or other industries relevant to the Company's business.

   9. With the personal qualities and characteristics, accomplishments and reputation in the business community.

   10. Who can communicate a compelling and inspired vision of the future which supports the mission and values of the Company.

   11. Who are dedicated to delivery of quality service to customers and to the building of long-term relationships with customers.

   12. Who have the ability to see multiple points of view on any issue and can project potential scenarios into the future for strategic planning purposes.

   13. Who possess business acumen, understand how an organization inclusive of multiple systems (management, human resource, technology, etc.) works and the factors that makes an organization successful.

   14. Who understand the value of teams and actively works to promote team work at all levels of the organization and appreciates diverse opinion.

   15. Who will make decisions based on analysis of the available information and a mixture of wisdom, experience, and judgment.