[COMPANY]

Guidelines for Board Approvals and Notifications

For

Actions of [COMPANY]

* Resolutions of the Board (or by committee of the Board if applicable) approving matter required.

** Board to be notified of matter by Board package or at Board meeting.

Area | Board Approval Required* | Board Notification Required**

Acquisitions of Businesses | Purchase consideration of more than $1 million

Acquisition of business >$100,000 outside of approved corporate strategy | none

Acquisitions of the Company or Substantially all its Assets | All

Initiation of a bidding process for the Company or its Assets | Any bona fide offers or discussions likely to lead to bona fide offers

Auditors | Selection of Independent Auditors (unless Audit Committee of the Board has done so) | Selection of Independent Auditors (if action taken by Audit Committee of the Board)

Banking Relationships | Selection and engagement of investment bankers, placement agents or other financial advisors | Principal commercial banking relationships (with Board approvals if required by bank)

Budget and Budget Changes | Annual operating plan and major revisions |