Exhibit 99.5

                             EMPIRE GLOBAL CORP.
                             (the "Corporation")

                       COMPENSATION COMMITTEE CHARTER


The Board of Directors Empire Global Corp. (the "Company") hereby adopts this
Charter to govern the composition of its Compensation Committee (the
"Committee'') and the scope of the Committee's duties and responsibilities, and
to set forth specific actions the Board of Directors expects the Committee to
undertake to fulfill those duties and responsibilities.


Formation

The Board of Directors of Empire Global Corp., a Delaware corporation (the
"Company"), has established the Compensation Committee pursuant to Section
141(c)(2) of the Delaware General Corporation Law and Article III, Section 10 of
the Company's Bylaws.


Statement of Purpose

The purpose of the Committee is to approve the policies and oversee the
practices of the Company with respect to the compensation made available to the
Company's management so as to enable the Company to attract and retain high
quality leadership in a manner consistent with the stated compensation strategy
of the Company, internal equity considerations, competitive practice, and the
requirements of appropriate regulatory bodies and to communicate to shareholders
the Company's compensation policies and the reasoning behind such policies as
required by the exchange on which the Company's securities are quoted or listed.


Composition of the Compensation Committee

The Compensation Committee (the "Committee") shall be comprised of not less than
two members of the Board of Directors of the Company. Subject to the foregoing,
the exact number of members of the Compensation Committee shall be fixed and may
be changed from time by resolution duly adopted by the Board of Directors. The
Committee members will be appointed by the Board of Directors and may be removed
by the Board in its discretion. Each member shall be independent as defined in
the listing standards of the New York Stock Exchange in effect from time to time
(referred to below as the "Listing Standards") and the Board of Directors shall
have affirmatively determined that the member is independent. As more clearly
set forth in the Listing Standards, members must not have any current or past
relationships with the Company which would interfere with their exercise of
independent judgment or otherwise fail to meet the independent standards set
forth in the Listing Standards. The Board of Directors may from time to time
constitute a subcommittee of the Compensation Committee comprised of not less
than two members of the Committee who satisfy all requirements necessary from
time to time to be "non-employee directors" under Section 16b-3 of the
Securities Exchange Act of 1934 and "outside directors" under Section 162(m) of
the Internal Revenue Code and related regulations, all as amended from time to
time. The Board of Directors may disband or suspend the activity of such
subcommittee at such times when all members of the Compensation Committee
qualify as "non-employee directors" and "outside directors."






Meetings

The Committee shall meet at least once annually, or more frequently as the
Committee may from time to time determine to be appropriate. Unless the Board
has previously designated a Chair, the members of the Committee may designate a
Chair by majority vote. A majority of the Committee members shall constitute a
quorum.

Teleconferences may also be held at such other times as shall be reasonably
requested by the Chairman of the Board or the Chairman of the Committee.

The Chair shall prepare the agenda for Committee meetings, after consultation
with the Chairman of the Board and Chief Executive Officer and subject to the
right of the Committee members to suggest additional items for the agenda.
Agendas are shared with Committee members in advance of meetings. As a general
rule, subject to appropriate procedures to protect the confidentiality of
particularly sensitive information, appropriate background and explanatory
materials concerning matters to be discussed at Committee meetings shall be sent
to Committee members in advance.

At the invitation of the Chair meetings may also be attended by other members of
management and other persons as are appropriate to matters under consideration,
At least once each year, the Committee will meet outside the presence of any
employees of the Company, including any employee Directors. Compensation of the
Chief Executive Officer shall be determined by the Committee meeting in
executive session.

The Committee and its members have complete access to management, recognizing
that it is expected that members will use judgment to be sure that this access
is not distracting to the business operations of the Company. The Committee may
engage the services of outside advisors (including experts in the field of
executive compensation) if it shall determine such services to be necessary or
appropriate for the proper discharge of its duties. Should any member of the
Committee believe that participation of management or outside advisors in
discussion of a particular subject would be advisable, they are encouraged to
make that request.

The Chair will present an oral report of Committee meetings and other
proceedings at each Board meeting. Proposals which require Board action will
normally be submitted by the Committee to the Board in writing.


Duties and responsibilities of the Compensation Committee

The duties and responsibilities of the Committee shall include the following:

    A.  Compensation Strategy and Policies.  Review from time to time and
    approve the Company's stated compensation strategy so that management is
    rewarded appropriately for its contributions to Company growth and
    profitability and that the executive compensation strategy supports
    organization objectives and shareholder interests.  Review management's
    recommendations and advise management on broad compensation policies such as
    salary ranges, deferred compensation, incentive programs and executive stock
    plans.

    B.  CEO Evaluation and Compensation.  Evaluate annually the Chief Executive
    Officer, including a discussion of such evaluation with the outside members
    of the Board.  The evaluation should include an assessment based on both
    subjective and objective criteria including performance of the business,
    accomplishment of long-term strategic objectives, development of management,



    etc.  The evaluation will be communicated to the Chief Executive Officer by
    the Chair of the Committee, and will be used by the Committee in the course
    of its deliberations when considering the compensation of the Chief
    Executive Officer.

    Review annually and determine the individual elements of total compensation
    for the Chief Executive Officer and the goals applicable thereto, and
    communicate in the annual Board Compensation Committee Report to
    shareholders the factors and criteria on which the Chief Executive Officers
    compensation for the last year was based, including the relationship of the
    Company's performance to the Chief Executive Officer's compensation.

    C.  Senior Management Compensation. Review and approve the individual
    elements of total compensation for the senior management of the Company
    other than the Chief Executive Officer and communicate in the annual Board
    Compensation Committee Report to shareholders the specific relationship of
    the Company's performance to executive compensation.

    D.  Directors' Compensation. Review annually and make recommendations to the
    Board regarding directors' compensation.

    E.  Incentive Plans. Oversee the administration of the Company's incentive
    plans with respect to consistency with the Company's compensation strategy
    as to participation, target annual awards, corporate financial goals, and
    actual awards paid to senior management.

    F.  Bonus and Option Plans. As appropriate, consider, establish any goals
    for, and approve the grant of awards under the Company's bonus, option or
    other incentive plans to the Chief Executive Officer and, in consultation
    with the Chief Executive Officer, to other members of management.

    G.  New Plans and Amendments. Approve, subject, where appropriate, to
    submission to the full Board and the shareholders, new, or amendments to
    current, compensation and incentive plans for senior management.

    H.  Succession Planning. The Chair of the Committee should establish a
    mechanism with the Chief Executive Officer so that, on a continuing basis,
    the Chief Executive Officer's recommendation of a successor should he/she
    be unexpectedly disabled can be made available to the Board.

    I.  Committee Performance. Review annually, the Committee's performance and
    determine whether improvements can be made.

    J.  Consultants. The Committee may, at its discretion, engage outside
    compensation consultants to advise regarding compensation matters.

    K.  General. Perform such other functions which from time to time may be
    assigned by the Board of Directors or specifically required of the
    Committee by the provisions of any compensation or benefit plan maintained
    by the Company.