NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

Purpose

The purposes of the Nominating and Corporate Governance Committee (the "Committee") are to nominate candidates for election to the Board of Directors (the "Board") of Ampex Corporation  (the "Company") and to oversee the corporate governance of the Company, as further described below. The operation of the Committee will be subject to the provisions of the Company's By-Laws and the Delaware General Corporation Law, each as in effect from time to time. This charter of the Committee ("the Charter") should be read in conjunction with the Company's Corporate Governance Guidelines and its Policy Regarding Director Nominations and Stockholder Communications with the Board.

Membership

The Committee shall be comprised of at least two (2) directors who shall be appointed by theBoard and may be removed or replaced by the Board at any time. Each of the Committee members shall be an "independent director" as set forth in the Corporate Governance Guidelines.  Notwithstanding the foregoing, the Committee may include one director who is not independent, under exceptional and limited circumstances as determined by the Board in accordance with applicable Nasdaq rules (or the applicable rules of any other exchange or quotation system on which the Company's shares may be listed from time to time), as then in effect.

Responsibilities

The Committee shall have the power and duty to:

1. Review, at least annually, the structure and composition of the Board to assure that the
   proper skills and experience are represented on the Board.

2. Recommend to the full Board:

   (a) nominees to fill vacancies on the Board as they occur; and

   (b) prior to each Annual Meeting of Stockholders, a slate of nominees for election or
         reelection as directors by the Company's stockholders at the Annual Meeting.

3. Seek out and evaluate candidates to serve as Board members, and consider candidates
   recommended by the Company's Board, management, stockholders and any independent
   search firms engaged for such purpose, all in accordance with the Company's By-Laws,
   Corporate Governance Guidelines and Policy Regarding Director Nominations and
   Stockholder Communications with the Board. The Committee shall evaluate the qualifications
   of all such candidates on the same basis and using the same criteria,   considering such
  factors as the Committee may deem appropriate, including those set forth in the Corporate
   Governance Guidelines.

4. Periodically make recommendations to the Board with respect to the size of the Board.

5. Recommend to the Board the membership of the committees of the Board.

6. Periodically make recommendations to the Board with respect to the compensation of Board
     members.

7. Make recommendations to the Board regarding corporate governance matters and practices,
     including formulating and periodically reviewing Corporate Governance Guidelines to be
    adopted by the Board.

8. Review periodically with the Company's General Counsel, in light of changing conditions, 
   new legislation and other developments, the Company's Code of Ethics and its Proper
   Business Practices Policy, and make recommendations to the Board for such changes as the
    Committee shall deem appropriate.

9. Perform such other functions as may from time to time be assigned by the Board of
     Directors.

Meeting Times

The Committee shall meet prior to the Company's Annual Meeting of Stockholders each year
and at such other times as any member of the Committee or the Board may request.