**Exhibit
      3.4**





**Daleco
      Resources Corporation**





**Corporate
      Governance Policy**


(Effective
      April 10, 2008)




**I.**
            **Board
                Composition**





**1.**
            **Size
                of the Board of Directors**





Consistent
      with the bylaws of Daleco resources Corporation (the “Company”), the Board of
      Directors of the Company (the “Board”) believes that the size of the Board
      generally should be within a range of five to nine directors. A somewhat larger
      size may be appropriate from time to time in order to accommodate the
      availability of one or more outstanding candidates. However, the size of the
      Board shall not exceed the maximum number of directors specified in the bylaws.





**2.**
            **Board
                Membership Criteria**





The
      Nominating and Governance Committee is responsible for articulating and refining
      specific criteria for Board membership to supplement the more general criteria
      set forth in its charter and in this policy regarding such matters as integrity,
      independence, diligence and the like. Also, the Nominating and Governance
      Committee is responsible for evaluating on an ongoing basis all directors and
      director candidates based on such characteristics that are needed to increase
      the Board’s effectiveness are possessed by an appropriate combination of
      directors.





**3.**
            **Proportion
                and Determination of Independent
                Directors**





The
      Board
      believes that as a matter of policy, independent directors (as defined herein)
      should comprise at least the majority of the Company’s Board. This will not
      prevent the Board from taking valid actions if, due to a temporary vacancy
      or
      vacancies on the Board, there are fewer than the intended proportion of
      independent directors. Any such vacancies should be filled as soon as
      practical.





In
      accordance with the Nasdaq Marketplace Rules, a majority of the Board shall
      be
      comprised of independent directors. Also in accordance with the Nasdaq
      Marketplace Rules, The Audit Committee, Nominating and Governance Committee
      and
      Compensation Committee shall each consist of three or more members, which shall
      be independent directors.





**(a)**
            **Independence
                Criteria**





An
      “independent director” is a person other than an officer or employee of the
      Company or its subsidiaries or an other individual having a relationship, which
      in the opinion of the Board, would interfere with the exercise of independent
      judgment in carrying out the responsibilities of a director. A director may
      not
      be considered “independent” if such director is excluded from the definition of
“independent director” under Nasdaq Marketplace Rules:





(i)
      A
      director who is, or at any time during the past three years was, employed by
      the
      Company or by a parent or subsidiary of the Company;




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(ii)
      A
      director who accepted or who has a family member who accepted any payments
      from
      the Company or any parent or subsidiary of the Company in excess of $60,000
      during any period of twelve (12) consecutive months within the three years
      preceding the determination of independence, other than the
      following:





Compensation
      for board or board committee services;





Payments
      arising solely from investments in the Company’s securities;





Compensation
      paid to a family member who is a non-executive employee of the


Company
      or a parent or subsidiary of the Company; or





Benefits
      under a tax-qualified retirement plan, or non-discretionary
      compensation.





(iii)
      A
      director who is a family member of an individual who is, or at any time during
      the past three years was, employed by the Company or a parent or subsidiary
      of
      the Company as an executive officer.





(iv)
      A
      director who is, or has a family member who is, a partner in, or controlling
      shareholder or an executive officer of, any organization to which the Company
      made, or from which the Company received, payments for property or services
      in
      the current or any of the past three fiscal years that exceed 5% of the
      recipient’s consolidated gross revenues for that year, or $200,000, whichever is
      greater, other than the following:





Payments
      arising solely from investments in the Company’s securities; or





Payments
      under non-discretionary charitable contribution matching programs.





(v)
      A
      director of the Company who is, or has a family member who is, employed as
      an
      executive officer of another entity where at any time during the past three
      years any of the executive officers of the Company serve on the compensation
      committee of such other entity.





(vi)
      A
      director who is, or has a family member who is, a current partner of the
      Company’s outside auditor, or was a partner or employee of the Company’s outside
      auditor who worked on the Company’s audit at any time during any of the past
      three fiscal years.





Family
      Member .
      The
      term “family member” means a person’s spouse, parents, children and siblings,
      whether by blood, marriage or adoption, or anyone residing in such person’s
      home.





( **b)
      Additional Independence and Other Criteria for Audit Committee
      Members**





**(1)
      Special Qualifications**





In
      addition to being an independent director, each member of the Audit Committee
      must not, except in his or her capacity as a member of the Audit Committee,
      the
      Board, any Board committee, or any of its consolidated majority-owned
      subsidiaries: (1) accept, directly or indirectly, any consulting, advisory
      or
      other compensatory fee from the Company; or (2) be an affiliated person of
      the
      Company or any subsidiary thereof.





2


Each
      member of the Audit Committee shall not have participated in the preparation
      of
      the financial statements of the Company or any current subsidiary of the Company
      at any time during the past three years. Each member of the Audit Committee
      shall be able to read and understand fundamental financial statements, including
      a company’s balance sheet, income statement, and cash flow statement. At least
      one member of the Audit Committee must have past employment experience in
      finance or accounting, requisite professional certification in accounting,
      or
      any other comparable experience or background which results in the individual’s
      financial sophistication, including being or having been a chief executive
      officer, chief financial officer or other senior officer with financial
      oversight responsibilities.





In
      addition, at least one member of the Audit Committee, in the judgment of the
      Board, shall be an “audit committee financial expert” as defined by the rules
      and regulations of the SEC. A summary of the SEC’s definition of “audit
      committee financial expert”, as of July 2007, is set forth below.





(i)
      The
      term “audit committee financial expert” means a person who has all of the
      following:





an
      understanding of the generally accepted accounting principles and financial
      statements;





an
      ability to assess the general application of such principles in connection
      with
      the accounting for estimates, accruals and reserves;





experience
      preparing, auditing, analyzing or evaluating financial statements that present
      a
      breadth and level of complexity of accounting issues that are generally
      comparable to the breadth and complexity of issues that can reasonably be
      expected to be raised by the Company’s financial statements, or experience
      actively supervising one or more persons engaged in such
      activities;





an
      understanding of internal controls and procedures for financial reporting;
      and





an
      understanding of audit committee functions.





(ii)
      The
      audit committee financial expert should have acquired such attributes through
      any one or more of the following:





education
      and experience as a principal financial officer, principal accounting officer,
      controller, public accountant or auditor or experience in one or more position
      that involve the performance of similar functions;





experience
      actively supervising a principal financial officer, principal accounting
      officer, controller, public accountant, auditor or person performing similar
      functions;





experience
      overseeing or assessing the performance of companies or public accountants
      with
      respect to the preparation, auditing or evaluation of financial statements;
      or
      other relevant experience.





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**(2)
      Special Limitations**





If
      an
      Audit Committee member simultaneously serves on the audit committee of more
      than
      three public companies, the Board must determine that such simultaneous service
      would not impair such member’s ability to serve effectively on the Company’s
      Audit Committee.





**(3)
      Materiality Determination Based on facts and Circumstances**





In
      assessing the materiality of any existing or proposed director’s relationship
      with the Company (other than the automatic exclusions from independence
      described above), the Board will consider all relevant facts and circumstances.
      Material relationship can include, but are not limited to, commercial,
      industrial, banking, consulting, legal accounting, charitable and familial
      relationships. The Board should evaluate materiality not only from the
      perspective of a director, but also from that of persons or organizations with
      which the director has a relationship. The Board may adopt categorical standards
      to assist it in making determinations of independence.


**4.**
              **Selection
                  of Directors**


The
      Board
      and Nominating and Governance Committee should be responsible, in actual
      practice and not merely as a procedural formality, for selecting members of
      the
      Board and in recommending them for election by the stockholders. The Board
      has
      delegated the selection and initial evaluation of potential directors to the
      Nominating and Governance Committee with direct input from the Chairman of
      the
      Board and the Chief Executive Officer.





The
      Board
      shall be responsible for determining the qualification of an individual to
      serve
      on the Audit Committee as a designated “audit committee financial expert,” as
      required by applicable rules and regulations of the SEC under Section 407 of
      the
      Sarbanes-Oxley Act. In light of this responsibility of the Board, the Nominating
      and Governance Committee shall coordinate closely with the Board in screening
      any new candidate and in evaluating whether to re-nominate any existing director
      who may serve in this capacity.





The
      invitation to join the Board should be extended by the Board itself, through
      its
      Chairman of the Board, the Chairman of the Nominating and Governance Committee
      and the Chief Executive Officer of the Company.


**5.**
              **Directors
                  Who Change Their Corporate
                  Affiliations**




Any
      Director who changes his or her employer or otherwise has a significant change
      in job responsibilities, or who accepts or intends to accept a directorship
      with
      another company that he or she did not hold when such director was most recently
      elected of such Board, shall give prompt written notice to the Board, specifying
      the details of such change in employment or acceptance of a director position
      with another company. Any such director shall indicate in the written notice
      to
      the Board such director’s willingness to submit his or her resignation from the
      Board and from each Board committee on which such director serves in the event
      that the Board, through the Nominating and Governance Committee, determines
      that
      it is not appropriate for such director to continue to serve on the Board or
      any
      Board committee.




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The
      Board, through the Nominating and Governance Committee, will review the
      continued appropriateness of such director’s membership on the Board and each
      applicable Board committee, taking into account all relevant factors and the
      rules and regulations of the SEC and Nasdaq. In the event that it is determined
      that it is inappropriate for the director to continue on the Board or any Board
      committee, the Board shall request that the affected director submit his or
      her
      resignation from the Board or any such committee, as the case may be. In some
      instances, it may be appropriate even if such person is to be replaced as a
      member of one or more Board committees even if such person is retained as a
      director.


**6.**
              **No
                  Pre-Determined Term
                  Limits**





In
      lieu
      of pre-determined term limits for directors, the Nominating and Governance
      Committee will evaluate each director’s continued services on the Board in
      connection with each annual decision regarding whether such director should
      be
      re-nominated to the Board and at such other times as may be appropriate in
      particular circumstances. In connection with each annual decision regarding
      re-nominations, each director should be given an opportunity to confirm his
      or
      her desire to continue as a member of the Board.


**7.**
              **Retirement
                  Age**





At
      the
      present time, the Board has not established a mandatory retirement age for
      Company’s directors. The Board believes that taking advantage of the experience
      and skills of its directors are critical to the success of the Company and
      as
      such an individual age should not be the sole factor for limiting their
      contribution to the Company’s Board. The Board, through the Nominating and
      Governance Committee, will review on an annual basis the continued
      appropriateness of each director’s membership on the Board regardless of
      age.




**II.
      Board Leadership**





**1.**
            **Selection
                of Chairman and Chief Executive
                Officer**





The
      Board
      should have flexibility to decide whether it is best for the Company at a given
      point in time for the roles of Chief Executive Officer and Chairman of the
      Board
      to be separate or combined, and, if separate, whether the Chairman should be
      selected from the independent directors or be an employee.




5




**III.
      Board Compensation and Performance**





**1.
      Board Compensation Review**





At
      present, the Company does not compensate its directors except for (1)
      out-of-pocket expenses incurred as a result of attending meetings, (2) the
      performance of duties associated with special committees and (3) those
      independent directors that qualify for participation in the Company’s
      Non-Qualified Independent Directors Stock Option Plan.





It
      is
      appropriate, however, for the staff of the Company to report annually to the
      Compensation Committee regarding the status of the Company’s Board compensation
      in relation to other comparable U.S. companies.





Changes
      in Board compensation, if any, should come at the suggestion of the Compensation
      Committee, but with full discussion and concurrence by the Board.





**2.
      Assessing the Performance of the Board as a Whole**





The
      Nominating and Governance Committee is responsible to report annually to the
      Board regarding the Committee’s assessment of the performance of the Board as a
      whole. This report will be discussed with the full Board. This report should
      specifically review areas in which the Board and/or management believes a better
      contribution could be made. The purpose of this assessment is to increase the
      effectiveness of the Board as a whole, not to focus on individual Board
      members.





**IV.
      Board of Director’s Responsibilities**





The
      Company’s Board of Directors represents the stockholders’ interest in
      perpetuating a successful business and optimizing long-term financial returns
      in
      a manner consistent with applicable legal requirements and ethical
      considerations. The Board is responsible for identifying and taking reasonable
      actions to help assure that the Company is managed in a way designed to achieve
      this result. Consistent with the importance of the Board’s responsibilities,
      each director is expected to be familiar with the Company’s business and public
      disclosures, to review in advance of Board Meetings all related materials
      distributed to the Board and to attend and participate in meetings of the Board
      and meetings of any committee or which such director is a member.





**1.
      Selection, Evaluation and Retention of Chief Executive Officer and Oversight
      of
      Selection and Performance of Other Executive Officers**





The
      Board, with assistance from the Nominating and Governance Committee and the
      Compensation Committee, has the responsibility to select, evaluate the
      performance of and make decisions about the retention of the Chief Executive
      Officer, to oversee the selection and evaluation of the performance of other
      executive officers, to plan for management succession, and to monitor on a
      regular basis the effectiveness and execution of management strategies and
      decisions in optimizing the Company’s long-term financial returns in a manner
      consistent with applicable legal requirements and ethical considerations. The
      Compensation Committee has the responsibility to evaluate the compensation
      for
      the Chief Executive Officer and other executive officers of the
      Company.




6




**2.
      Understanding, Reviewing and Monitoring Implementation of Strategic Plans and
      Annual Operating Plans and Budgets**





The
      Board
      is responsible for overseeing and understanding the Company’s strategic plans
      from inception through development and execution and should regularly monitor
      implementation of such plans to determine whether they are being implemented
      effectively and whether any changes are needed. The Board also is responsible
      for overseeing and understanding the Company’s annual operating plans and annual
      budgets and for monitoring whether these plans are being implemented effectively
      and within budgetary limits **.**





**3.
      Selection and oversight of Independent Auditors and Financial
      Statements**





The
      Audit
      Committee of the Board has sole responsibility to appoint, compensate and
      replace the Company’s independent accounting firm that audits the Company’s
      financial statements and to pre-approve the engagement terms and the provision
      of any audit and non-audit services performed by such accounting firm for the
      Company. The Audit Committee will have direct responsibility, for monitoring
      the
      performance of such accounting firm and guarding against any compromise of
      its
      independence, as well as overseeing the financial statements prepared by
      management, with the goal of assuring that they fairly present the Company’s
      financial condition, results of operations, cash flows and related risks in
      a
      clear and understandable manner.





**4.
      Advising Management on Significant Issues**





The
      Board
      is responsible for utilizing its range of experiences and perspectives of
      directors to advise and counsel management, both in meetings and in informal
      consultations, on significant issues facing the Company.





**5.
      Review and Approval of Significant Company Actions**





The
      Board
      is responsible under applicable state corporate law to review and approve
      significant actions by the Company, including election of executive officers,
      declaration of dividends and major transactions. In addition, the Board is
      responsible for approving certain actions by the Company as set forth in this
      policy and any other Company policies that may be adopted from time to time
      by
      the Board, or as otherwise required by any applicable national securities
      exchange or national securities association on which the Company’s securities
      are traded.





**6.
      Nominating Directors and Committee Members and Overseeing Effective Corporate
      Governance**





The
      Board
      and the Nominating and Governance Committee are responsible for (a) evaluating
      and nominating directors and members of Board committees, (b) overseeing the
      structure and practices of the Board and the committees and (c) overseeing
      other
      corporate governance matters, as more fully set forth in this policy and the
      charter of the Nominating and Governance Committee.




7




**7.
      Consideration of Other Constituencies**





In
      addition to fulfilling its obligation to increase shareholder value, the Board
      should consider the impact of various actions and decisions on the Company’s
      customers, employees, suppliers and the communities where it
      operates.





**V.
      Management’s Responsibilities**





Management
      is responsible for operating the Company in an effective, ethical and legal
      manner designed to produce value for the Company’s stockholders consistent with
      the Company’s policies and standards, including this policy. Management also is
      responsible for enforcing and complying with mandatory provisions of the
      Company’s policies and standards. Senior management is responsible for
      understanding the Company’s income-producing activities and the material risks
      being incurred by the Company and also is responsible for avoiding conflicts
      of
      interest with the Company and its Stockholders.





**1.
      Financial Statements and Disclosures**





Management
      is responsible for producing, under the oversight of the Board and the Audit
      Committee, financial statements that fairly present the Company’s financial
      condition, results of operations, cash flows and related risks in a clear and
      understandable way, for making timely and complete disclosures to investors,
      and
      for keeping the Board and the appropriate committees of the Board well-informed
      on a timely basis as to all matters of significance to the Company.





**2.
      Strategic Planning**





The
      Chief
      Executive Officer and senior management are responsible for developing and
      presenting to the Board the Company’s strategic plans and for implementing those
      plans as approved by the Board.





**3.
      Annual Operating Plans and Budgets**





The
      Chief
      Executive Officer and senior management are responsible for developing and
      presenting to the Board the Company’s annual operating plans and budgets and for
      implementing those plans and budgets as approved by the Board.





**4.
      Effective Management and Organizational Structure**





The
      Chief
      Executive Officer and senior management are responsible for selecting qualified
      members of management and for implementing and working within an effective
      organizational structure appropriate for the Company’s particular
      circumstances.




8




**5.
      Ethical Standards**




Senior
      management, and especially the Chief Executive Officer, is responsible for
      setting a tone of integrity, ethics and compliance on the part of all persons
      associated with the Company, with applicable legal requirements and with the
      Company’s policies and standards.





**6.
      Internal Controls and Procedures**





Senior
      management is responsible for developing, implementing and monitoring an
      effective system of internal controls and procedures to provide reasonable
      assurances that: the Company’s transactions are properly authorized; the
      Company’s assets are safeguarded against unauthorized or improper use; and the
      Company’s transaction are properly recorded and reported. Such internal controls
      and procedures also shall be designed to permit the preparation of financial
      statements for the Company in conformity with U.S. generally accepted accounting
      principles or any other criteria applicable such statements as may be required
      for time to time.





**7.
      Disclosure Controls and Procedures**





Senior
      management is also responsible for establishing, maintaining and evaluating
      the
      Company’s Disclosure and Control Procedures. Disclosure Controls and Procedures
      as used herein shall mean the controls and other procedures of the Company
      that
      are designed to ensure that information required to be disclosed by the Company
      in the reports filed by it under the Securities Exchange Act of 1934 is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC’s rules and forms. Disclosure Controls and Procedures included, but
      are not limited to, controls and procedures designed to ensure that information
      required to be disclosed by the Company in the reports it files under the
      Securities Exchange Act of 1934 is accumulated and communicated to the Company’s
      management, including its principal executive and financial officers, to allow
      timely decisions regarding required disclosure.





**VI.
      Board Relationship to Senior Management**





**1.
      Regular Attendance on Non-Director/Executive Officers at Board
      Meetings**





Except
      as
      otherwise determined in particular circumstances by the Chairman of the Board
      or
      the Chief Executive Officer, the Board welcomes the regular attendance of the
      Company’s executive officers who are not members of the Board at each Board
      meeting.





**2** . **Board Access to Senior Management**





The
      Board
      (meeting as a whole, as well as the independent directors meeting separately
      and
      each director individually) and each Board committee will have complete access
      to the Company’s management.





Furthermore,
      the Board encourages the executive officers to bring non-executive managers
      to
      the Board meetings, from time to time, who: (a) can provide additional insight
      into the items being discussed because of their personal involvement in these
      areas, or (b) represent non-executive managers with future potential that the
      senior management believes should be given exposure to the Board.




9




3.
      The
      Board believes that the Company’s management has the authority and
      responsibility to provide the public spokesperson for the Company. Individual
      members of the Board may, from time to time at the request of the Management,
      meet or otherwise communicate with various constituencies that are involved
      with
      the Company. If comments from the Board are appropriate, they should, in most
      circumstances, come from the Chairman of the Board.





**VII.
      Meeting Procedures**





**1.
      Selection of Agenda Items for Board meetings**





The
      Chairman of the Board and the Chief Executive Officer (if the Chairman is not
      the Chief Executive Officer) will establish the agenda for each Board meeting
      and will include in each such agenda any item submitted by any director, time
      permitting and will notify such submitting director of the basis for deferring
      such item to a later meeting.





**2.
      Board Material Distributed in Advance**





Management
      shall be responsible for assuring that, as a general rule, information and
      data
      that are important to the Board’s understanding of the Company’s business and to
      all matters expected to be considered and acted upon by the Board be distributed
      in writing to the Board sufficiently in advance of each Board meeting and each
      action to be taken by written consent to provide the directors a reasonable
      time
      to review and evaluate such information and data. Management will make every
      attempt to see that this material is as concise as feasible, while still
      providing sufficient information to permit the Board to be appropriately
      informed of material matters to be considered at each Board meeting or other
      Board action.





It
      is
      recognized that circumstances will arise when it is not feasible to provide
      information relating to certain agenda items in advance (or at least not with
      much advance notice) of a Board meeting or an action to be taken by written
      consent. In such event, reasonable steps shall be taken (which may include
      extending the length of the Board meeting to allow more discussion, adjourning
      the meeting for a brief period to allow directors time to review such
      information, deferring a vote until a follow-up telephonic meeting, or other
      measures as appropriate) to permit the directors to become reasonably informed
      as to the matter before voting on it. Each director shall have the obligation
      of
      informing the Company’s management of there respective locations and for
      providing contact information for such location for the two week period prior
      to
      any scheduled Board meeting to facilitate the distribution of information and
      data.





As
      a
      general rule, presentations on specific subject scheduled for Board meetings
      should also be sent to the Board members in advance so that Board meeting time
      may be conserved and discussion time focused on the questions the Board may
      have
      about the material. On those occasions in which the subject matter is too
      sensitive to distribute in written form, there will be a time scheduled for
      full
      discussion of the presentation at the meeting.




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**3.
        Separate Executive Session Meetings of Independent
        Directors**


The
      independent directors (as defined in this policy) shall meet separately from
      the
      other directors in a regularly scheduled executive session at least annually,
      without the presence of management directors or executive officers of the
      Company. Such meetings shall be held at such times as may be determined by
      the
      majority of the Independent Directors.





**VIII.
      Committee Matters**





**1.
      Number, Structure and Independence of Committees**





The
      Board
      shall have an Audit Committee, a Compensation Committee, and a Nominating and
      Governance Committee, which shall have the respective responsibilities described
      in their charters and, subject to regulatory rules, shall consist solely of
      independent directors. In addition, the Board may from time to time appoint
      one
      or more additional committees, such as an Executive Committee. To the extent
      the
      Executive Committee is taking action solely on a matter expressly delegated
      to
      it by the Board, consistent with the provisions of this policy and applicable
      law, such as fixing the price and other terms within parameters set by the
      Board
      for securities to be sold in a public offering by the Company, the Executive
      Committee, the executive Committee need not include any independent directors.
      With the exception of the Executive Committee, any additional committee shall
      have at least one independent director and if possible, enough independent
      directors to satisfy the same proportion of independent directors to
      non-independent directors as that proportion applies to the entire Board at
      the
      time. If and when the Board appoints any such committee, the Board shall, by
      resolution or otherwise, clearly define in writing the responsibilities of
      such
      committee.





**2.
      Assignment and Rotation of Committee Members**





The
      Nominating and Governance Committee is responsible, after consultation with
      the
      Chief Executive Officer and with consideration of the desires of individual
      Board members, for the assignment of Board members to various
      committees.





Consideration
      will be given to rotating committee members periodically at five year intervals,
      but the Board does not believe that such rotation should be mandated as a policy
      because there may be reasons at a given point in time to maintain an individual
      directors’ committee membership for a longer period.





**3.
      Frequency and Length of Committee Meetings**





Subject
      to any requirements in the applicable committee charter regarding the frequency
      of Committee meetings or this policy, each committee chairman, in consultation
      with committee members, will determine the frequency and length of the meetings
      of the their respective committee.





**4.
      Committee Agenda, Background Materials and Reports**





The
      Chairman of each Board committee, in consultation with the appropriate members
      of management and staff, will develop the committee’s agenda. Management will be
      responsible for assuring that, as a general rule, information and data that
      are
      important to the committee’s understanding of the matters within the committee’s
      authority and the matters to be considered and acted upon by a committee are
      distributed to each member of such committee sufficiently in advance of each
      such meeting or action by written consent to provide a reasonable time for
      review and evaluation of such information and data. The other provision
      applicable under section VII.2 of this policy regarding distribution of Board
      material in advance shall apply equally to the distribution of committee
      material in advance. The agenda for each committee meeting shall be distributed
      to other members of the Board at the same time it is distributed to committee
      members. In addition, each Board committee shall keep and prepare written
      minutes of keep meeting held by each such Board committee.




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At
      each
      Board meeting, the Chairman of each committee or his or her delegate shall
      report on the matters considered and acted upon such committee at each meeting
      or by written consent since the preceding Board meeting, except to the extent
      such matter was covered in a previous written report to the full Board, and
      shall be available to answer any questions the other directors may have
      regarding the matters considered and actions by such committee.





**IX.
      Miscellaneous Provisions**





**1.
      Resources**





The
      Board
      and Board committees (to the extent so provided in the applicable committee
      charters or otherwise authorized by the Board) may use reasonable amounts of
      time of the Company’s internal and independent accountants, internal and outside
      lawyers and other internal staff to assist and advise the Board (and any of
      its
      committees that are authorized to seek such advice and assistance) in connection
      with its responsibilities. The Board and any such committees shall keep the
      Company’s management advised as to the general range of anticipated expenses for
      outside consultants and shall make themselves aware of the Company’s available
      funds for such outside consultants.





**2.
      Reliance**





Each
      director is entitled to rely in good faith on (1) corporate records, corporate
      officers, corporate employees or board committees or (2) other persons selected
      with reasonable care as to matters reasonably believed to be within the person’s
      professional or expert competence. The Board shall assess the qualification
      of
      all such persons on whom it relies, shall inquire as to the processes used
      by
      such persons to reach their decisions, prepare their reports and make their
      recommendations and also shall inquire as to the substance of such matters,
      and
      shall hold such persons accountable for any follow-up reasonably needed to
      satisfy the Board.





**3.
      Director Orientation**





Each
      new
      director, except to the extent unnecessary for any director who is an executive
      officer of the Company, shall be given a thorough orientation with respect
      to
      his or her duties as a director, including (a) receiving copies of the
      following: (i) Corporate Bylaws; (ii) Code of Ethics; (iii) this Governance
      Policy, and (b) meetings with the Company’s Chief Executive Officer and other
      such senior management as requested, in an effort to receive sufficient
      background material with respect to the Company, its business and issues of
      particular significance to the Company. Each new director and each new member
      of
      any Board committee shall cooperate in fulfilling any additional orientation
      guidelines that may be recommended generally or on an ad hoc basis by the
      Nominating and governance Committee to help assure that such director has the
      necessary skills to perform his or her responsibilities as a director and/or
      new
      member of any Board Committee.




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**4.
      Disclosure of this policy**





This
      policy, the Board committee charters and any code or codes of business ethics,
      will be posted on the Company’s website and also will be available in print to
      any stockholder requesting it. Such availability on the Company’s website and in
      print will be noted in the Company’s annual report to stockholders.





**5.
      Code of Ethics**





The
      Company will maintain, and the Audit Committee will oversee compliance with,
      a
      code of ethics.





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