Exhibit 33.2

                         Compensation Committee Charter

Statement of Purpose

The Compensation Committee is a standing committee of the Board of Directors.
The Committee shall have the authority to determine the compensation of the
Company's executive officers and such other employees as the Committee may
decide. The Committee shall also prepare a report on executive compensation for
inclusion in the Company's annual proxy statement.

Organization

      1.    Charter. At least annually, this charter shall be reviewed and
            reassessed by the Committee and any proposed changes shall be
            submitted to the Board of Directors for approval.

      2.    Members. The members of the Committee shall be appointed by the
            Board of Directors and shall meet the independence requirements of
            applicable law, the listing standards of the American Stock Exchange
            and applicable policies of the Board of Directors. The Committee
            shall be comprised of at least three members. Committee members may
            be removed by the Board of Directors. The Board of Directors shall
            designate one Member as Committee Chairperson.

      3.    Meetings. The Committee shall each year establish a schedule of
            meetings. Additional meetings may be scheduled as required.

      4.    Agenda, Minutes and Reports. The Chairperson of the Committee shall
            be responsible for establishing the agendas for meetings of the
            Committee. Minutes for all meetings of the Committee shall be
            prepared to document the Committee's discharge of its
            responsibilities. The minutes shall be circulated in draft form to
            all Committee members to ensure an accurate final record, shall be
            approved at a subsequent meeting of the Committee and shall be
            distributed periodically to the full Board of Directors. The
            Committee shall make regular reports to the Board of Directors.

Outside Advisors

The Compensation Committee shall have the authority to retain such outside
consultants as it determines appropriate to assist in the performance of its
functions, or to advise or assist in the evaluation of director, CEO, or senior
executive compensation, and to approve the consultant's fees and other retention
terms.

Duties and Responsibilities

The following shall be the principal responsibilities of the Committee:

      1.    Compensation Philosophy and Program. In consultation with senior
            management, the Committee shall establish the Company's general
            compensation philosophy, and oversee the development and
            implementation of executive compensation programs and policies with
            respect to the engagement of individuals as independent contractors
            of the Company. The Committee shall review on a periodic basis the
            Company's executive compensation programs and make any modifications
            that the Committee may deem necessary or advisable, in its sole
            discretion.


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      2.    Chief Executive Officer Compensation. The Committee shall annually
            review and approve the Company's goals and objectives relevant to
            the compensation of the Chief Executive Officer and shall evaluate
            the performance of the Chief Executive Officer in light of those
            goals and objectives. Based on such evaluation, the Committee shall
            have the sole authority to set the compensation (including base
            salary, incentive compensation and equity-based awards) of the Chief
            Executive Officer

      3.    Officer Compensation. The Committee shall also review and approve
            the compensation (including base salary, incentive compensation and
            equity-based awards) of officers above the level of Vice President
            of the Company and review and approve compensation guidelines for
            all other officers.

      4.    Benefit Plans. The Committee shall review the terms of the Company's
            incentive compensation plans, equity-based plans, retirement plans,
            deferred compensation plans.

      5.    Annual Compensation Committee Report. The Committee shall produce an
            annual report on executive compensation for inclusion in the
            Company's annual proxy statement, all in accordance with applicable
            rules and regulations.

      6.    Committee Performance Evaluation. The Committee shall evaluate its
            own performance on an annual basis and develop criteria for such
            evaluation.

      7.    Other Duties. The Committee shall also carry out such other duties
            as may be delegated to it by the Board of Directors from time to
            time.


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