COMPENSATION COMMITTEE

Our Compensation Committee met 10 times during fiscal year 2010. This committee currently has three members, Drew Larner (Chairman), Barry Regenstein and John Bendheim. Our Compensation Committee reviews, approves and makes recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Compensation Committee also administers our 2007 Employee, Director and Consultant Stock Plan. The Compensation Committee is responsible for the determination of the compensation of our chief executive officer, and shall conduct its decision making process with respect to that issue without the chief executive officer present. All members of the Compensation Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market.