Exhibit 99.3

                DOBI MEDICAL INTERNATIONAL, INC. (THE "COMPANY")

                  NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER

PURPOSE
         The purpose of the Nominations and Governance Committee (the
"Committee") shall be as follows:

1.       To select, or recommend for the Board of Directors' selection,
         the individuals to stand for election as directors at the
         annual meeting of stockholders or, if applicable, a special
         meeting of stockholders.

2.       To oversee the selection and composition of committees of the
         Board of Directors and, as applicable, oversee management
         continuity planning processes.

         The Board of Directors shall determine whether the Committee shall make
determinations as a committee or shall make recommendations to the Board of
Directors.

COMPOSITION
         The Committee shall consist of two or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" in accordance with the rules of the American Stock Exchange, or
such other exchange as the Company may be listed on.

         To the extent the Committee consists of at least three members, one
director who is not independent under the rules of the American Stock Exchange
may be appointed to the Committee, subject to the following:

o        the director is not a current officer or employee, or an immediate
         family member of a current officer or employee, of the Company;

o        the Board of Directors, under exceptional and limited circumstances,
         determines that such individual's membership on the Committee is
         required by the best interests of the Company and its stockholders;

o        the Company discloses in the proxy statement for the next annual
         meeting subsequent to such determination (or in its Form 10-K if the
         Company does not file a proxy statement), the nature of the
         relationship and the reasons for that determination; and

o        such person does not serve under this exception for more than two
         years.

APPOINTMENT AND REMOVAL
         The members of the Committee shall be appointed by the Board of
Directors. Each member shall serve until such member's successor is duly elected
and qualified or until such member's earlier resignation or removal. The members
of the Committee may be removed, with or without cause, by a majority vote of
the Board of Directors.

CHAIRMAN
         Unless a Chairman is elected by the full Board of Directors, the
members of the Committee shall designate a Chairman by majority vote of the full
Committee membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES
         In fulfilling its responsibilities, the Committee shall be entitled to
delegate responsibilities to a subcommittee of the Committee.

MEETINGS
         The Committee shall meet as frequently as circumstances dictate. The
Chairman of the Committee or a majority of the members of the Committee may call
meetings of the Committee. Any one or more of the members


<PAGE>


of the Committee may participate in a meeting of the Committee by means of
conference call or similar communication device by means of which all persons
participating in the meeting can hear each other.

         All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate.

DUTIES AND RESPONSIBILITIES
         The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.

         In discharging its oversight role, the Committee is empowered to study
or investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority, without seeking Board approval,
to retain outside counsel or other advisors for this purpose, including the sole
authority to approve the fees payable to such counsel or advisors and any other
terms of retention.

BOARD SELECTION, COMPOSITION, AND EVALUATION

1.       Establish criteria for the selection of new directors to serve
         on the Board of Directors.

2.       Identify individuals believed to be qualified as candidates to serve
         on the Board of Directors and select, or recommend that the Board of
         Directors select, the candidates for all directorships to be filled by
         the Board of Directors or by the shareholders at an annual or special
         meeting. In identifying candidates for membership on the Board of
         Directors, the Committee shall take into account all factors it
         considers appropriate, which may include strength of character,
         leadership, mature judgment, career specialization, relevant technical
         skills, diversity, and the extent to which the candidate would fill a
         present need on the Board of Directors.

3.       Review and make recommendations to the full Board of Directors, or
         determine, whether members of the Board should stand for re-election.
         Consider matters relating to the retirement of Board members, including
         term limits or age caps.

4.       In the case of a director nominated to fill a vacancy on the Board
         of Directors due to an increase in the size of the Board, recommend to
         the Board of Directors the class of directors in which the
         director-nominee should serve, if applicable.

5.       Conduct all necessary and appropriate inquiries into the backgrounds
         and qualifications of possible candidates. In that connection, the
         Committee shall have sole authority to retain and to terminate any
         search firm to be used to assist in identifying candidates to serve as
         directors of the Company, including sole authority to approve the fees
         payable to such search firm and any other terms of retention.

6.       Consider questions of independence and possible conflicts of
         interest of members of the Board of Directors and executive officers.

7.       Review and make recommendations, as the Committee deems appropriate,
         regarding the composition and size of the Board of Directors in order
         to ensure the Board has the requisite expertise and its membership
         consists of persons with sufficiently diverse and independent
         backgrounds.

8.       Oversee the evaluation of the Board, and monitor and recommend the
         functions of the various committees of the Board, and advise on changes
         in Board composition.


<PAGE>


9.       Recommend matters for consideration by the Board Consider policies
         relating to meetings of the Board of Directors. This may include
         meeting schedules and locations, meeting agendas, and procedures.

10.      Review periodically director qualification standards.

COMMITTEE SELECTION AND COMPOSITION

11.      Recommend members of the Board of Directors to serve on the
         committees of the Board, giving consideration to the criteria for
         service on each committee as set forth in the charter for such
         committee, as well as to any other factors the Committee deems
         relevant, and when appropriate, make recommendations regarding the
         removal of any member of any committee.

12.      Recommend members of the Board of Directors to serve as the
         Chair of the committees of the Board of Directors.

13.      Establish, monitor, and recommend the purpose, structure, and
         operations of the various committees of the Board of
         Directors, the qualifications and criteria for membership on
         each committee of the Board, and as circumstances dictate,
         make any recommendations regarding periodic rotation of
         directors among the committees and impose any term limitations
         of service on any Board committee.

14.      Periodically review the charter and composition of each
         committee of the Board of Directors and make recommendations
         to the Board for the creation of additional committees or the
         elimination of Board committees.


CONTINUITY / SUCCESSION PLANNING PROCESS

15.      Oversee and approve the management continuity planning process.
         Review and evaluate the succession plans relating to the Chief
         Executive Officer and other executive officer positions and make
         recommendations to the Board of Directors with respect to the selection
         of individuals to occupy these positions.

REPORTS
16.       Report regularly to the Board of Directors following meetings
          of the Committee, (a) with respect to such matters as are
          relevant to the Committee's discharge of its responsibilities,
          and (b) with respect to such recommendations as the Committee
          may deem appropriate. The report to the Board of Directors may
          take the form of an oral report by the Chairman or any other
          member of the Committee designated by the Committee to make
          such report.

17.       Maintain minutes or other records of meetings and activities
          of the Committee.


CORPORATE GOVERNANCE. TO THE EXTENT DEEMED APPROPRIATE BY THE BOARD OF
DIRECTORS AND THE COMMITTEE, THE COMMITTEE WILL DO AS FOLLOWS:


18.      Consider the adequacy of the certificate of incorporation and by-laws
         of the Company and recommend to the Board of Directors, as conditions
         dictate, that it proposes amendments to the certificate of
         incorporation and by-laws for consideration by the stockholders.

19.      Develop and recommend to the Board of Directors a set of
         corporate governance principles applicable to the Company and
         keep abreast of developments with regard to corporate
         governance to enable the Committee to make recommendations to
         the Board of Directors in light of such developments as may be
         appropriate.