The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility in the oversight and supervision of:

• The audit of OPTI’s financial statements, managing the relationship with the auditor, and meeting with the auditor as required in connection with the auditor’s services;
• The preparation and reporting of OPTI’s annual and quarterly financial statements and management’s discussion and analysis;
• OPTI’s accounting and financial reporting practices and procedures;
• The adequacy of OPTI’s internal controls and accounting procedures; and
• The quality and integrity of OPTI's financial statements.

The purpose of the Governance and Compensation Committee is to assist the Board of Directors in fulfilling its responsibilities in relation to:

• The monitoring and oversight of the quality and effectiveness of OPTI’s corporate governance practices and policies;
• Considering nominees for the Board of Directors;
• Determining the adequacy and appropriateness of the compensation to officers and employees of OPTI as well as the Board of Directors; and
• Administering and making recommendations regarding the operation of OPTI’s Stock Option Plan and any other long-term incentive programs of OPTI.