Exhibit 10.19


    
      

    

     

    Exhibit
      10.19

     

    

      CHARTER
        OF THE NOMINATING COMMITTEE 

       

      NANO-PROPRIETARY,
        INC. 

       

      
        	
                1.

              	
                PURPOSE:
                  

              


      

       

      The
        purpose of the Nominating Committee (the "Committee") of NANO-PROPRIETARY,
        INC.
        (the "Company") is to assist the Company's Board of Directors (the "Board")
        in
        identifying individuals qualified to become directors of the Company under
        criteria approved by the Board. 

      


      
        	
                2.

              	
                COMMITTEE
                  MEMBERSHIP AND ORGANIZATION:


              


      

       

      The
        Committee shall be comprised of at least two members. Each member of the
        Committee shall be "independent" as defined by the rules of the National
        Association of Securities Dealers ("NASD") and the Securities and Exchange
        Commission ("SEC"). Each member shall be free of any relationship that, in
        the
        opinion of the Board, would interfere with his or her individual exercise
        of
        independent judgment. The members of the Committee shall be appointed and
        replaced by the Board. The Board shall appoint one of the members as Chair.
        The
        Chairman of the Board may be invited to attend meetings on a non-voting basis.
        

       

      This
        Committee shall communicate with and work closely with the Board. 

       

      
        	
                3.

              	
                AUTHORITY:
                  

              


      

       

      The
        Committee shall have the necessary resources and authority, without further
        action by the Board, to discharge its duties and responsibilities, including
        the
        authority to retain outside counsel, search firms and other experts and
        consultants, as the Committee deems appropriate, and to cause the Company
        to pay
        the fees and other compensation of such advisors. 

       

      
        	
                4.

              	
                COMMITTEE
                  RESPONSIBILITIES: 

              


      

       

      To
        carry
        out the purposes expressed in Paragraph 1 above, the Committee shall have
        the
        following responsibilities: 

       

      

        
          	
                  (1)

                	
                  Evaluate
                    the suitability of potential nominees for membership on the Board,
                    taking
                    into consideration the Board's current composition, including
                    expertise,
                    and balance of inside, outside and independent directors, and
                    considering
                    the general qualifications of the potential nominees. 

                
	
                  (2)

                	
                  Determine
                    the desired qualifications, expertise and characteristics for
                    potential
                    directors and conduct searches for director candidates that have
                    corresponding attributes. Evaluate and recommend nominees for
                    election to
                    the Board, including candidates suggested or nominated by a director
                    or
                    executive officer of the Company or by a stockholder of the Company
                    (if
                    the nomination is made in accordance with the Company's charter
                    documents
                    and applicable law).


                


        
 


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      

        
          	
                  (3)

                	
                  Review
                    the qualifications of incumbent directors to determine whether
                    to
                    recommend them as nominees for re-election to the Board.
                    

                
	
                  (4)

                	
                  Evaluate
                    the current composition, organization, size and governance of
                    the Board
                    and its committees; determine future requirements; and make
                    recommendations to the Board concerning the appointment of directors
                    to
                    committees of the Board and chairs of committees of the Board.
                    

                
	
                  (5)

                	
                  Oversee
                    the Board's performance evaluation process, including conducting
                    surveys
                    of director observations, suggestions and preferences. The Committee
                    shall
                    also evaluate the performance of individual directors. 

                
	
                  (6)

                	
                  Evaluate
                    and recommend termination of service of individual members of
                    the Board as
                    appropriate, for cause or for other proper reasons. 

                
	
                  (7)

                	
                  Make
                    regular written reports to the Board. 

                
	
                  (8)

                	
                  Review
                    and re-examine this Charter at least annually and make recommendations
                    to
                    the Board with respect to any proposed changes. 

                
	
                  (9)

                	
                  Annually
                    report to the full Board regarding its own performance against
                    the
                    responsibilities outlined in this Charter and as otherwise established
                    by
                    the Board. 

                
	
                  (10)

                	
                  Obtain
                    advice, assistance, reports or opinions from internal or external
                    legal,
                    accounting or other advisors, including director search firms.
                    

                
	
                  (11)

                	
                  Make
                    such recommendations to the Board as the Committee may consider
                    appropriate and consistent with its purpose, and take such other
                    actions
                    and perform such other services as may be referred to it from
                    time to time
                    by the Board.

                


        



       

      


      
        	
                5.

              	
                MEETING
                  AND MINUTES: 

              


      

       

      
        	
                (1)

              	
                The
                  Committee will meet at least twice annually and will also meet,
                  as
                  required, in response to the needs of the Board and as necessary
                  to
                  fulfill their responsibilities. 

              
	
                (2)

              	
                The
                  Committee will maintain written minutes of its meetings, which
                  minutes
                  will be filed with the minutes of the meetings of the Board.
                  

              


      

      


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        * * *


       

      This
        Charter was duly adopted and approved by the Board on February 16, 2006.