Purpose

The purposes of the Compensation Committee are (a) to recommend compensation packages for the senior executives of the corporation including the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and such other executives as the Board may from time to time request the Committee to consider; (b) to recommend compensation plans for the members of the Board of Directors; and (c) to recommend compensation for past uncompensated services of major shareholders.

Membership

The Committee shall consist of one or more Directors each of whom shall have been affirmatively determined by the Board to be independent Directors as defined by the SEC and the Nasdaq Capital Market and who shall be appointed by the Board annually.  Each member of the Committee shall be able to read and understand financial statements, including a company’s balance sheet, income statement and cash flow statement.  To the extent possible all members of the Committee shall have some experience in establishing executive compensation levels.

Structure and Operation

One member of the Committee shall be designated the Chairperson.  The Committee shall meet as necessary to conduct its business.

Duties and Responsibilities

The Committee’s duties and responsibilities shall include reviewing and overseeing the following:

• Determine and recommend the compensation package for the Chief Executive Officer to the Diversified Global Holdings, Inc. Board of Directors.
• Determine and recommend the compensation package for the Chief Operating Officer to the Diversified Global Holdings, Inc. Board of Directors.
• Determine and recommend the compensation package for the Chief Financial Officer to the Diversified Global Holdings, Inc. Board of Directors.
• Determine and recommend the compensation package for such other executives as the Diversified Global Holdings, Inc. Board of Directors may direct.
• Determine and recommend the compensation package for members of the Diversified Global Holdings, Inc. Board of Directors.
• Determine and recommend the compensation package for past uncompensated services of major shareholders.