Exhibit 99.3

                  OMNICORDER TECHNOLOGIES, INC. (THE "COMPANY")

                AMEX 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.

         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

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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 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.

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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, 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.

          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, at least annually, and as circumstances
               otherwise dictate, of the Board of Directors and management.

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Committee Selection and Composition

          9.   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.

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

          11.  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.

          12.  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

          13.  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

          14.  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.

          15.  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:

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          16.  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 propose amendments to the
               certificate of incorporation and by-laws for consideration by the
               stockholders.

          17.  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.

          18.  Consider policies relating to meetings of the Board of Directors.
               This may include meeting schedules and locations, meeting
               agendas, and procedures for delivery of materials in advance of
               meetings.