Compensation Committee Charter

1. PURPOSE
   The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Chemokine Therapeutics Corp., a Delaware corporation (the “Company”), shall assist the Board in:

   • determining the appropriate compensation levels for the Company's executive officers;
   • evaluating officer and director compensation plans, policies and programs;
   • reviewing benefit plans for officers and employees; and
   • producing the report required by applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and other applicable regulatory bodies for inclusion in the Company's annual proxy statement.

2. STRUCTURE AND OPERATION
   

   Composition and Qualifications
   The Committee shall consist of at least three members of the Board, at least two of whom shall be determined by the Board to be “independent” in accordance with the Nasdaq rules (except as may be allowed by those rules in exceptional circumstances or if the Company qualifies for the “controlled company” exemption under the Nasdaq rules). In addition, the two “independent” director each shall (i) be a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

   Appointment and Removal
   The members of the Committee shall be appointed by the Board and continue to be members until their successors are elected and qualified or until their earlier retirement, resignation or removal. Any member of the Committee may be removed, with or without cause, by majority vote of the Board at any time.

   The Board may appoint one member of the Committee to serve as Chair of the Committee, to convene and chair all regular and special sessions of the Committee, set the agendas for Committee meetings, to determine and communicate to management and the full Board the information needs of the Committee, and to report Committee determinations and actions on behalf of the Committee to the full Board. If the Board fails to appoint a Chair, the members of the Committee shall elect a Chair by majority vote of the full Committee to serve at the pleasure of the majority of the full Committee.

   Delegation to Subcommittees
   The Committee may delegate its duties and responsibilities to a subcommittee consisting of one or more members of the Committee, or to executive officers of the Company. Any delegation may be made only to the extent permitted by the Nasdaq rules, SEC rules, applicable law, and the Company's Bylaws and Certificate of Incorporation.

3. COMMITTEE MEETINGS
   The Chair (or in his or her absence, a member designated by the Chair or designated by a majority of the members in attendance) shall preside at each meeting of the Committee and set the agendas for the Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company's Bylaws or this Charter.

   The Committee shall have regular meetings (in person or by telephonic meeting) on at least a semi-annual basis (or more frequently as circumstances dictate). The Committee shall maintain written minutes or other records of its meetings and activities, which shall be duly filed in the Company's records. The Committee shall meet separately, on at least an annual basis, with the Chief Executive Officer, the vice president of human resources (or similar position) and any other corporate officers as the Board and the Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executives.

   Except as otherwise required by the Bylaws or the Certificate of Incorporation of the Company, a majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting.

   All non-management directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company's management, representatives of the Company's outside advisors, any other personnel employed or retained by the Company, or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any non-management director who is not a member of the Committee.

   The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board.

4. DUTIES AND RESPONSIBILITIES The duties and responsibilities of the Committee are set forth below. The Committee is authorized to carry out these responsibilities, and other responsibilities assigned to it by the Board from time to time, and take any actions reasonably related to the mandate of this Charter.

   In discharging its role, the Committee is empowered to investigate any matter brought to its attention that is within the scope of or otherwise relevant to its responsibilities, with all requisite access to all books, records, facilities and personnel of the Company. The Committee has the power to retain outside counsel or other advisors and will receive adequate funding from the Company to engage in such advisors. The Committee shall have the requisite authority to retain, compensate, terminate and oversee executive compensation consultants.

   To fulfill its duties and responsibilities, the Committee shall:

   1. Establish and review annually the overall compensation philosophy of the Company.
   2. Review annually and approve corporate goals and objectives relevant to compensation for the Chief Executive Officer (“CEO”) and other executive officers, including annual performance objectives.
   3. Evaluate the performance of the CEO and other executive officers in light of the established goals and objectives and, determine compensation level for each such person based on this evaluation.
   4. Review and recommend to the Board for approval, or approve as appropriate, new incentive compensation plans and equity-based compensation plans and any changes to or modifications of existing incentive compensation plans and equity-based compensation plans.
   5. Approve all special perquisites, special cash payments and other special compensation and benefit arrangements for executive officers.
   6. Review and recommend to the Board for approval any changes in compensation for non-employee members of the Board, including, but not limited to, the following elements: retainer, meeting fees, committee fees, committee chair fees, equity or stock compensation, benefits and perquisites.
   7. To administer and otherwise exercise the various authorities prescribed for the Committee by the Company's stock option and other incentive compensation plans.
   8. Review and recommend to the Board for approval any changes in employee retirement benefit programs, and review broadly employee salary levels and ranges and employee fringe benefits.
   9. Review and make recommendations to the Board, or approve, as appropriate, any employment-related contracts or transactions with any proposed, current or former officers or directors of the Company, such as consulting arrangements, employment contracts, severance, separation or termination agreements.
   10. Monitor compliance by executive officers with the rules and guidelines of the Company's incentive compensation and equity-based compensation programs.
   11. Obtain such data or other resources as it deems necessary to perform its duties, including but not limited to obtaining external consultant reports or published salary surveys, and engaging independent compensation consultants and other professionals to assist in the design, formulation, analysis and implementation of compensation programs for the Company's executive officers and other key employees.
   12. Perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this Charter, the Company's Bylaws and applicable laws and regulations.
   13. Prepare the report on executive compensation required by applicable rules and regulations of the SEC and other applicable regulatory bodies for inclusion in the Company's annual proxy statement.
   14. Report to the Board on Committee recommendations and any other matters the Committee deems appropriate or the Board requests.
   15. Maintain minutes and other records of meetings and activities of the Committee.
   16. Review and reassess the performance of the Committee and the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.