Exhibit 99.7

                             EMPIRE GLOBAL CORP.
                             (the "Corporation")

                CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER


Philosophy

1. The Corporation's Board of Directors and senior management consider good
corporate governance to be central to the effective and efficient operation of
the Corporation.

2. The Corporation's approach to corporate governance should address not only
all requirements and guidelines of applicable securities regulators and stock
exchanges on which the common shares of the Corporation are listed, but should
also address issues that arise as a result of the Corporation's growth and
emerging governance best practices.


Composition

3. The Committee will be comprised of not less than two (2) unrelated, outside
directors of the Corporation. An unrelated director is a director who is
independent of management and is free from any interest and any business or
other relationship which could, or could be reasonably be perceived to,
materially interfere with the director's ability to act with a view to the best
interests of the Corporation other than interests and relationships arising from
shareholdings.

4. The Board will appoint the committee annually, for a one-year term.

5. The length of term to be served by directors on the Committee will be
determined by the Board of Directors of the Corporation, giving consideration to
the benefits of periodic rotation of committee membership.

6. One of the members will be appointed chairman of the Committee by the Board
of Directors.

7. A Secretary to the Committee may be appointed by the Chairman of the
Committee. The Secretary of the Committee may or may not be a member of the
Committee.

8. The Committee may periodically ask appropriately qualified persons (who may
include persons from management of the Corporation) to act as ex-officio,
non-voting participants in meetings of the Committee.

9. With the approval of the Board of Directors, the Committee may retain persons
having special expertise to assist the Committee in fulfilling its
responsibilities.


Responsibilities

10. Preparing the Corporation's response to governance disclosure requirements
and explaining to required or appropriate parties any differences between the
Corporation's governance system and policies and those recommended by applicable
regulatory bodies and stock exchanges.





11. Developing and monitoring the Corporation's general approach to corporate
governance issues as they may arise.

12. Proposing changes as necessary from time to time to respond to particular
governance recommendations or guidelines from regulatory authorities, and
ensuring that all appropriate or necessary governance systems remain in place
and are periodically reviewed for effectiveness.

13. Annually assessing the composition, skills, size and tenure of the Board of
Directors in advance of annual meetings and whenever individual directors
indicate that their status may change.

14. Annually considering new members for nomination to the Board of Directors in
close consultation with the President & C.E.O. of the Corporation taking into
account potential nominees' independence, financial acumen, skills and available
time to devote to the duties of the Board.

15. Ensuring that all members of the Board of Directors have been informed of
and are aware of their duties and responsibilities as a Director of the
Corporation.

16. Ensuring that the Corporation has in effect adequate policies and procedures
to allow the Corporation to meet all of its continuous disclosure requirements.

17. Ensuring that the Corporation has in effect adequate policies and procedures
to identify and manage the principal risks of the Corporation's business.

18. Reviewing annually the strategic planning process of the Corporation.

19. Developing and monitoring the Corporation's policies relating to trading in
securities of the Corporation by insiders, corporate disclosure and
confidentiality.

20. Ensuring the Board of Directors annually reviews organizational structure
and succession planning matters including the monitoring of senior management.

21. Ensure the Board of Directors annually review areas of potential personal
liability of Directors and ensuring reasonable protective measures are in place.

22. Causing the Board of Directors to annually review the independence of
Directors.

23. Periodically considering the need for special policies of the Corporation,
initiated by the Board of Directors in unique or emerging policy areas such as
for example insider trading, corporate ethics or environmental practices.


Meetings

24. The Committee will meet at least two times per year. Meetings may be by
telephone conference call if this is deemed appropriate. The meetings will be
scheduled to permit timely consideration of topics or responsibilities.
Additional meetings may be held as deemed necessary by the Chair of the
Committee, or as required by any member of the Committee.









Reporting

25. The minutes of all meetings of the Committee, signed by the Chairman of the
Committee, will be provided to the Board of Directors. Oral reports on recent
matters not yet minuted will be provided to the Board of Directors by the
Chairman.

26. Supporting schedules and information reviewed by the Committee will be
available for examination by any director upon request to the Chairman of the
Committee.