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                                                                    Exhibit 14.2

                          GOVERNANCE COMMITTEE CHARTER

The Governance Committee reviews and reports to the board periodically on
matters of corporate governance. The Committee shall develop and recommend a set
of corporate governance principles (the Governance Principles) and review the
effectiveness of the Governance Principles periodically and recommend proposed
revisions to the board. The Committee reviews, monitors and recommends to the
board the size and composition of the board of directors and the committees of
the board.

Committee Authority and Responsibilities

The Committee meets as needed. The Committee may invite to its meetings any
director, officer of the Company or such other person as it deems appropriate in
order to assist it in performing its responsibilities. The Committee reports its
actions and recommendations to the board of directors. The Committee may form
and delegate authority to subcommittees when appropriate.

The Committee shall have the following powers and responsibilities:

1.   Review policies and practices of the Company and monitor compliance in
     areas of corporate governance and report and make recommendations to the
     board with respect to such policies and practices.

2.   Identify and bring to the attention of the board current and emerging
     corporate governance trends and issues that may affect the business
     operations and performance of the Company, protection of the Company's
     intellectual property, stockholder rights and the public image of the
     Company.

3.   Review and make recommendations to the board regarding the Company's
     responses to stockholder proposals.

4.   Review periodically and assess the adequacy of the Governing Principles and
     recommend changes to the board.

5.   Advise and make recommendations to the board on corporate governance and
     all matters pertaining to the role of the board and the practices and the
     performance of its directors, including the development of a set of
     corporate governance principles applicable to the corporation.

6.   Consider possible conflicts of interests of directors and any related party
     transactions, and have the authority to approve any such related party
     transactions and review the institutional and other affiliations of
     directors and nominees for any potential conflict of interest problems, and
     make recommendations to the board with respect to the determination of
     director independence.

7.   Review periodically the structure, size, composition and operation of the
     board of directors and each committee of the board.

8.   Review periodically the membership of each committee of the board and
     recommend committee assignments to the board, including rotation,
     reassignment or removal of any committee member.

9.   Consider questions and make recommendations to the board regarding
     determinations of independence of the members of the board.

10.  Review and reassess the adequacy of the Committee Charter periodically and
     recommend any proposed changes to the board for approval.

11.  At the expense of the Company, engage such counsel and advisors as the
     Committee deems necessary to assist in the preparation of corporate
     governance codes and policies for the Company.

The Committee undertakes such additional activities within the scope of its
primary functions as the Committee or the board may from time to time determine.


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