EXHIBIT 99.1


                              ENHANCE BIOTECH, INC.

              CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

                                      ROLE

The Corporate Governance and Nominating Committee's role is to determine the
slate of director nominees for election to the Company's Board of Directors, to
identify and recommend candidates to fill vacancies occurring between annual
shareholder meetings, to review, evaluate and recommend changes to the Company's
corporate governance policies, and to review the Company's policies and programs
that relate to matters of corporate responsibility, including public issues of
significance to the Company and its stakeholders.

                                   MEMBERSHIP

The membership of the Committee consists of at least two directors, each of whom
shall meet the independence requirements established by the Board and applicable
laws, regulations and listing requirements, provided, that if the Committee
consists of at least three directors and applicable laws, regulations and
listing requirements so permit, one of those directors need not meet
independence requirements. The Board appoints the members of the Committee and
the chairperson. The Board may remove any member from the Committee at any time
with or without cause.

                                   OPERATIONS

The Committee shall meet at least twice a year. Additional meetings may occur as
the Committee or its chair deems advisable. The Committee will cause to be kept
adequate minutes of all its proceedings, and will report on its actions and
activities at the next quarterly meeting of the Board (or within four months,
whichever occurs sooner). Committee members will be furnished with copies of the
minutes of each meeting and any action taken by unanimous consent. The Committee
is governed by the same rules regarding meetings (including meetings by
conference telephone or similar communications equipment), action without
meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board. The Committee is authorized and empowered to adopt its
own rules of procedure not inconsistent with (a) any provision of this Charter,
(b) any provision of the Bylaws of the Company, or (c) the laws of the state of
Delaware.

                                    AUTHORITY

The Committee will have the resources and authority necessary to discharge its
duties and responsibilities. The Committee has sole authority to retain and
terminate any search firm used to identify director candidates, or other similar
experts or consultants, as it deems appropriate, including sole authority to
approve such firms' fees and other retention terms. Any communications between
the Committee and legal counsel in the course of obtaining legal advice will be
considered privileged communications of the Company and the Committee will take
all necessary steps to preserve the privileged nature of those communications.

The Committee may form and delegate authority to subcommittees and may delegate
authority to one or more designated members of the Committee.

                                RESPONSIBILITIES

Subject to the provisions of the Corporate Governance Guidelines, the principal
responsibilities and functions of the Governance and Nominating Committee are as
follows:

1.    Annually evaluate and report to the Board on the performance and
      effectiveness of the Board to facilitate the directors fulfilling their
      responsibilities in a manner that serves the interests of Enhance Biotech,
      Inc.'s shareholders.



2.    Annually present to the Board a list of individuals recommended for
      nomination for election to the Board at the annual meeting of
      shareholders.

3.    Before recommending an incumbent, replacement or additional director,
      review his or her qualifications, including capability, availability to
      serve, conflicts of interest, and other relevant factors.

4.    Assist in identifying, interviewing and recruiting candidates for the
      Board.

5.    Annually review the composition of each committee and present
      recommendations for committee memberships to the Board as requested by the
      Board.

6.    Periodically review the compensation paid to non-employee directors for
      annual retainers (including Board and committee Chairs) and meeting fees,
      if any, and make recommendations to the Board for any adjustments. No
      member of the Committee will act to fix his or her own compensation except
      for uniform compensation to directors for their services as such.

7.    Develop and periodically review and recommend to the Board appropriate
      revisions to the Company's corporate governance policies.

8.    Monitor compliance with the Company's corporate governance policies.

9.    Regularly review and make recommendations about changes to the charter of
      the Corporate Governance and Nominating Committee.

10.   Regularly review and  make recommendations about changes to the charters
      of other Board committees after consultation with the respective
      committee chairs.

11.   Obtain or perform an annual evaluation of the Committee's performance
      and make applicable recommendations.

12.   Assist the Chairman of the Board, if the Chairman is a non-management
      director, or otherwise the Chairman of the Committee acting as Lead
      Independent Director, in leading the Board's annual review of the Chief
      Executive Officer's performance.


Last Revised: December 16, 2004 (10:00 am New York City time).