CHARTER OF THE NOMINATING COMMITTEE
The purpose of the Nominating Committee (the "Committee") of NANO-PROPRIETARY, INC. (the
"Company") is to assist the Company's Board of Directors (the "Board") in identifying individuals qualified to
become directors of the Company under criteria approved by the Board.
The Committee shall be comprised of at least two members. Each member of the Committee shall be
"independent" as defined by the rules of the National Association of Securities Dealers ("NASD") and the
Securities and Exchange Commission ("SEC"). Each member shall be free of any relationship that, in the opinion
of the Board, would interfere with his or her individual exercise of independent judgment. The members of the
Committee shall be appointed and replaced by the Board. The Board shall appoint one of the members as Chair.
The Chairman of the Board may be invited to attend meetings on a non-voting basis.
This Committee shall communicate with and work closely with the Board.
The Committee shall have the necessary resources and authority, without further action by the Board, to
discharge its duties and responsibilities, including the authority to retain outside counsel, search firms and other
experts and consultants, as the Committee deems appropriate, and to cause the Company to pay the fees and
other compensation of such advisors.
To carry out the purposes expressed in Paragraph 1 above, the Committee shall have the
COMMITTEE MEMBERSHIP AND ORGANIZATION:
(1) Evaluate the suitability of potential nominees for membership on the Board, taking into consideration the
Board's current composition, including expertise, and balance of inside, outside and independent
directors, and considering the general qualifications of the potential nominees.
(2) Determine the desired qualifications, exp