ONE BIO, CORP. Compensation Committee Charter

Establish an agenda for the ensuing year.  Hold such regular meetings as may be necessary and such special meetings as may be called by the Chairperson or at the request of the Chief Executive Officer or the Board of Directors.

Review the powers and duties of the Compensation Committee and report and make recommendations to the Board of Directors on those responsibilities.

Periodically review, at least once per year, whether any steps should be taken to improve the operation of the Corporation’s executive officer compensation, director compensation, and incentive compensation and benefit plans for employees.  Review and consider, among other things, the following:

whether the Compensation Committee’s policy and its philosophy regarding executive compensation is still appropriate;

whether the compensation levels for executive officers or directors should be adjusted;

whether incentive compensation and benefits to employees pursuant to benefit plans are being properly administered; and

whether the meetings of the Compensation Committee may be made more effective.

Review and determine the compensation levels (including any bonus, incentive compensation or similar arrangements, regardless of whether such arrangement is performance-based) for executive officers and directors in accordance with the agenda established or the outcome of a periodic review.  In performing this responsibility, the Compensation Committee will evaluate executive officer compensation levels under the ultimate direction of the Chief Executive Officer, based upon peer group and national industry surveys of total compensation packages, as well as evaluations of the individual executive’s past and expected future performance.  Similarly, the Compensation Committee will review and determine the compensation level for the Chief Executive Officer based on a review of competitive compensation data, the Chief Executive Of ficer’s overall performance and its expectations as to his future performance in leading the Company.  The Compensation Committee will evaluate the administration of incentive compensation and benefits to employees pursuant to benefit plans based on a review of peer group and national industry surveys.  Executive officer and director compensation levels may include, but need not be limited to, annual salary, bonus, stock options and other direct or indirect benefits.

Review and approve any proposed employment agreement with any executive officer of the Company.  Review and approve any severance, retention or other termination payment proposed to be made to any current or former executive officer of the Company, except for any such payment to be made in accordance with a plan or agreement previously approved by the Board of Directors or the Compensation Committee.

Review with management the Compensation Committee’s determinations regarding compensation levels for executive officers and directors, and the administration of incentive compensation and benefits to employees pursuant to benefit plans.

Propose the adoption, amendment and termination of stock option plans, pension and profit-sharing plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans, and other similar programs (such programs are referred to herein as “Compensation Plans”) and administer the Compensation Plans in accordance with their terms.

Grant rights, participations and interests in Compensation Plans to eligible participants and administer such rights, participations and interests in accordance with the Compensation Plans.

Review and approve such other compensation matters as the Chief Executive Officer or the Board of Directors wishes to have the Compensation Committee review and approve.

Submit the minutes of all meetings of the Compensation Committee to, or discuss the matters discussed at each Compensation Committee meeting with, the Board of Directors.

Review executive officer succession planning within the Company.

Annually evaluate the Compensation Committee’s performance.

Annually review the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

Consider such other matters in relation to compensation levels for executive officers and directors, and the administration of incentive compensation and benefits to employees pursuant to benefit plans as the Compensation Committee may, in its discretion, determine to be advisable.

Review and discuss with management the Compensation Discussion & Analysis required by Item 402 of Regulation S-K (the “CD&A”).  Provide a report in the Company’s proxy statement and/or Form 10-K that the Compensation Committee recommends to the Board of Directors that the CD&A be included in the Company’s proxy statement and/or Form 10-K.