Exhibit
10.15

       

    

    RVUE
HOLDINGS, INC.

     

    NOMINATING
AND GOVERNANCE COMMITTEE CHARTER

     

    PURPOSE

     

    The
Nominating and Governance Committee (the "Committee") is appointed by the Board
of Directors (the "Board") of RVue Holdings, Inc. (the "Company") for the
following purposes:

     

    
      	
               
      

            	
              A.

            	
              To
      identify individuals who are qualified to serve on the Company's Board
      based on criteria approved by the
Board.

            


    

     

    
      	
               
      

            	
              B.

            	
              To
      recommend for selection by the Board the director nominees for the next
      annual meeting of the shareholders or at any such time that there is a
      vacancy on the Board.

            


    

     

    
      	
               
      

            	
              C.

            	
              To
      advise the Board with respect to Board and composition, procedures and
      committees and corporate governance principles applicable to the
      Company

            


    

     

    
      	
               
      

            	
              D.

            	
              Oversee,
      in concert with the Audit Committee, compliance rules, regulations and
      ethical standards for the Company's directors, officers and employees,
      including corporate governance issues and
  practices.

            


    

     

    STRUCTURE
AND OPERATIONS

     

    
      	
               
      

            	
              A.

            	
              Composition
      and Qualification

            


    

     

    The
Committee shall be comprised of one or more directors (including a Chairperson),
all of whom shall be "independent directors," as such term is defined in the
rules and regulations of The Nasdaq Stock Market.

     

    
      	
               
      

            	
              B.

            	
              Appointment
      and Removal

            


    

     

    The
members of the Committee shall be appointed by the Board and shall serve at the
pleasure of the Board or until such member's successor is duly elected and
qualified or until such member's earlier death, resignation or removal. The
members of the Committee may be removed at any time, with or without cause, by a
majority vote of the Board.

     

    
      	
               
      

            	
              C.

            	
              Chairperson

            


    

     

    Unless a
Chairperson of the Committee is determined by the Board, the members of the
Committee shall designate a Chairperson of the Committee by majority
vote.

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    MEETINGS

     

    The
Committee shall meet with such frequency, and at such times, as may be
necessary, but at least once each year, to enable it to fulfill its
responsibilities under this Charter. The Committee shall meet at the call of its
Chairperson or a majority of its members. The Committee may meet by telephone
conference call or by any other means permitted by law or the Company's Bylaws.
A majority of the members of the Committee shall constitute a quorum. The
Committee shall act on the affirmative vote of a majority of members present at
a meeting at which a quorum is present. Subject to the Company's Bylaws, the
Committee may act by unanimous written consent of all members in lieu of a
meeting. The Committee shall determine its own rules and procedures, including
designation of a chairperson pro tempore in the absence of the Chairperson, and
designation of a secretary. The secretary need not be a member of the Committee
and shall attend Committee meetings and prepare minutes. The Secretary of the
Company shall be the Secretary of the Compensation Committee unless the
Committee designates otherwise. The Committee shall keep written minutes of its
meetings, which shall be recorded or filed with the books and records of the
Company. Any member of the Board shall be provided with copies of such Committee
minutes if requested.

     

     

    The
Committee shall meet at least annually with the Company's General Counsel to
discuss matters consistent with those set forth in Section IV of this Charter.
In addition, as the Committee finds it necessary or desirable, it shall meet
from time to time with management, internal and external auditors and other
Company officials and employees to assess the Company's state of
compliance.

     

     

    All
nonmanagement directors who are not members of the Committee may observe
meetings of the Committee. The Committee may ask members of management,
employees, outside counsel, or others whose advice and counsel are relevant to
the issues then being considered by the Committee to attend any meetings (or a
portion thereof) and to provide such pertinent information as the Committee may
request. The Committee shall have authority to delegate any of its
responsibilities to one or more subcommittees as the Committee may from time to
time deem appropriate. The Committee may also exclude from its meetings any
persons not on the Committee it deems appropriate in order to carry out its
responsibilities.

     

     

    The
Chairperson of the Committee shall be responsible for leadership of the
Committee, including preparing the agenda which shall be circulated to the
members prior to the meeting date, presiding over Committee meetings, making
Committee assignments and reporting the Committee's actions to the Board.
Following each of its meetings, the Committee shall deliver a report on the
meeting to the Board, including a description of all actions taken by the
Committee at the meeting.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    DUTIES
AND POWERS

     

    The
following functions shall be the common recurring activities of the Committee in
carrying out its responsibilities outlined in Section I of this Charter. These
functions should serve as a guide with the understanding that the Committee may
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, or as requested by the Board. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board
from time to time related to the purposes of the Committee outlined in Section I
of this Charter, provided that the Committee may perform any other activities
consistent with this Charter, the Company's Bylaws and all applicable laws and
stock exchange listing standards, as the Committee deems necessary or
appropriate.

     

    The
Committee, in discharging its role, is empowered to study or investigate any
matter of interest or concern that the Committee deems appropriate and to
authorize reports and analyses necessary for the Committee to properly discharge
its responsibilities. The Committee shall have the authority to retain outside
legal, accounting or other advisors for this purpose, including the authority to
approve the fees payable to such advisors and any other terms of retention. The
Company will provide for appropriate funding, as determined by the Committee,
for payment of any such investigations, studies, reports and analyses and the
compensation to any accounting firm, legal counsel or other advisors retained by
the Committee. The Committee shall have the power and authority to interpret
this Charter and make any determinations as to whether any act taken has been
taken in compliance with the terms hereof.

     

    The
principal functions of the Committee are set forth below.

     

    Board
Candidates and Nominees

     

    
      	
               
      

            	
              a.

            	
              To
      establish procedures for evaluating the suitability of, and interviewing,
      potential director nominees proposed by management or
      shareholders.

            


    

     

    
      	
               
      

            	
              b.

            	
              To
      recommend to the Board the director nominees for election by the
      stockholders or appointment by the Board, as the case may be, pursuant to
      the Bylaws of the Company, which recommendations shall be consistent with
      the Board's criteria for selecting new directors. Such criteria include
      the possession of such knowledge, experience, skills, expertise and
      diversity so as to enhance the Board's ability to manage and direct the
      affairs and business of the Company, including, when applicable, to
      enhance the ability of committees of the Board to fulfill their duties
      and/or to satisfy any independence requirements imposed by applicable law,
      regulation or stock exchange listing
  requirement.

            


    

     

    
      	
               
      

            	
              c.

            	
              To
      review the suitability for continued service as a director of each Board
      member when his or her term expires and when he or she has a significant
      change in status, including but not limited to an employment change, and
      to recommend whether or not the director should be
      re-nominated.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      Committee shall consider recommendations of director nominees by
      shareholders and establish procedures for shareholders to submit
      recommendations to the Committee.

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      Committee shall review and update the criteria for Board membership set
      forth herein.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Board
Composition and Procedures

     

    
      	
               
      

            	
              a.

            	
              To
      review annually with the Board the composition of the Board as a whole and
      to recommend, if necessary, measures to be taken so that the Board
      reflects the appropriate balance of knowledge, experience, skills,
      expertise and diversity required for the Board as a whole and contains at
      least the minimum number of independent directors required by applicable
      law, regulation or stock exchange listing
  requirement.

            


    

     

    
      	
               
      

            	
              b.

            	
              To
      review periodically the size of the Board and to recommend to the Board
      any appropriate changes.

            


    

     

    
      	
               
      

            	
              c.

            	
              To
      make recommendations on the frequency and structure of Board
      meetings.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      Committee shall be responsible for overseeing the evaluation of the Board
      as a whole and the management of the Company, including the Chief
      Executive Officer of the Company. The Committee shall establish procedures
      to allow it to exercise this oversight
function.

            


    

     

    
      	
               
      

            	
              e.

            	
              To
      make recommendations concerning any other aspect of the procedures of the
      Board that the Committee considers warranted, including but not limited to
      procedures with respect to the waiver by the Board of any Company rule,
      guideline, procedure or corporate governance
  principle.

            


    

     

    Board
Committees

     

    
      	
               
      

            	
              a.

            	
              To
      make recommendations to the Board regarding the size and composition of
      each standing committee of the Board of Directors, including the
      identification of individuals qualified to serve as members of a
      committee, including the Committee, and to recommend individual directors
      to fill any vacancy that might occur on a committee, including the
      Committee.

            


    

     

    
      	
               
      

            	
              b.

            	
              To
      monitor the functioning of the committees of the Board and to make
      recommendations for any changes, including the creation and elimination of
      committees.

            


    

     

    
      	
               
      

            	
              c.

            	
              To
      review annually committee assignments and the policy with respect to the
      rotation of committee memberships and/or chairpersonships, and to report
      any recommendations to the Board.

            


    

     

    
      	
               
      

            	
              d.

            	
              To
      recommend that the Board establish such special committees as may be
      desirable or necessary from time to time in order to address ethical,
      legal or other matters that may arise. The Committee's power to make such
      a recommendation under this Charter shall be without prejudice to the
      right of any other committee of the Board, or any individual director, to
      make such a recommendation at any
time.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Corporate
Governance and Governance Oversight

     

    
      	
               
      

            	
              a.

            	
              To
      recommend to the Board a set of corporate governance principles for the
      Company, which shall be consistent with any applicable laws, regulations
      and listing standards; to review at least annually the corporate
      governance principles adopted by the Board to assure that they are
      appropriate for the Company and comply with the requirements of Nasdaq;
      and to recommend any desirable changes to the Board. At a minimum, the
      corporate governance principles developed and recommended by the Committee
      shall address the following:

            


    

     

    
      	
               
      

            	
              i.

            	
              Director
      qualification standards. The qualification standards established by the
      Committee must reflect at a minimum the independence requirements of
      Nasdaq. The Committee shall also develop policies regarding director
      tenure, retirement, removal and succession, and shall consider whether it
      is in the best interest of the Company to limit the number of corporate
      boards on which a director may
serve.

            


    

     

    
      	
               
      

            	
              ii.

            	
              Director
      responsibilities.

            


    

     

    
      	
               
      

            	
              iii.

            	
              Director
      access to management and, as necessary and appropriate, independent
      advisors.

            


    

     

    
      	
               
      

            	
              iv.

            	
              Director
      orientation and continuing
education.

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Committee shall, as it deems appropriate, recommend or approve revisions
      to the policies, procedures and administration of the Company, including,
      without limitation, the employee handbook, the Code of Conduct and other
      corporate governance standards.

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      Committee shall address governance and compliance issues (including
      investigation of allegations of misconduct) as such issues arise (except
      to the extent the Audit Committee addresses
  same).

            


    

     

    
      	
               
      

            	
              d.

            	
              Without
      limiting the generality of the preceding paragraph, the Committee shall
      address any proposed related party transactions, conflicts of interest and
      any other transactions for which independent review is necessary or
      desirable to achieve the highest standards of corporate
      governance.

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      Committee shall review proposals by the Compensation Committee related to
      directors' compensation.

            


    

     

    ANNUAL
PERFORMANCE EVALUATION

     

    The
Committee shall perform a review and evaluation, at least annually, of the
performance of the Committee and its members, including by reviewing the
compliance of the Committee with this Charter. In addition, the Committee shall
review and reassess, at least annually, the adequacy of this Charter and
recommend to the Board any improvements to this Charter that the Committee
considers necessary or valuable. The Committee shall conduct such evaluations
and reviews in such manner, as it deems appropriate.

     

    Adopted
on May 13, 2010.

     

     

    
      
        
        

      

      
        5