Exhibit 99.2


                        DOBI MEDICAL INTERNATIONAL, INC.

                                 (THE "COMPANY")

                         COMPENSATION COMMITTEE CHARTER

PURPOSE

     The purpose of the Compensation Committee (the "Committee") shall be as
     follows:

     1.   To determine, or recommend to the Board of Directors for
          determination, the compensation for the Chief Executive Officer (the
          "CEO") of the Company.

     2.   To determine, or recommend to the Board of Directors for
          determination, the compensation for all officers of the Company other
          than the CEO.

     3.   To produce an annual report on executive compensation for inclusion in
          the Company's annual proxy statement if required in accordance with
          applicable rules and regulations of the American Stock Exchange, the
          Securities and Exchange Commission (the "SEC"), and other regulatory
          bodies.

COMPOSITION

     The Committee shall consist of two or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the American Stock Exchange and the
Sarbanes-Oxley Act.

     To the extent the Committee consists of at least three members, one
director who is not independent under the rules of the American Stock Exchange
may be appointed to the Committee, subject to the following:

     o    the director is not a current officer or employee, or an immediate
          family member of a current officer or employee, of the Company;

     o    the Board of Directors, under exceptional and limited circumstances,
          determines that such individual's membership on the Committee is
          required by the best interests of the Company and its stockholders;

     o    the Company discloses in the proxy statement for the next annual
          meeting of stockholders subsequent to such determination (or in its
          Form 10-KSB if the Company does not file a proxy statement), the



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          nature of the relationship and the reason for that determination; and

     o    such person does not serve under this exception on the Committee for
          more than two years.

APPOINTMENT AND REMOVAL

     The members of the Committee shall be appointed by the Board of Directors.
A member shall serve until such member's successor is duly elected and qualified
or until such member's earlier resignation or removal. The members of the
Committee may be removed, with or without cause, by a majority vote of the Board
of Directors.

CHAIRMAN

     Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman will chair all regular sessions of the Committee and
set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

     In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

     The Committee shall meet as frequently as circumstances dictate. The
Chairman of the Committee or a majority of the members of the Committee may call
meetings of the Committee. Any one or more of the members of the Committee may
participate in a meeting of the Committee by means of conference call or similar
communication device by means of which all persons participating in the meeting
can hear each other.

     All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate.

     As part of its review and establishment of the performance criteria and
compensation of designated key executives, the Committee should meet separately
at least on an annual basis with the CEO and any other corporate officers as it
deems appropriate. However, the Committee should also meet from time to time
without such officers present, and in all cases, such officers shall not be
present at meetings at which their performance and compensation are being
discussed and determined.



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DUTIES AND RESPONSIBILITIES

     The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.

     In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority, without seeking Board approval,
to retain outside counsel or other advisors for this purpose, including the
authority to approve the fees payable to such counsel or advisors and any other
terms of retention.

Setting Compensation for Officers and Directors

     1.   Establish and review the overall compensation philosophy of the
          Company.

     2.   Review and approve the Company's corporate goals and objectives
          relevant to the compensation for the CEO and other officers, including
          annual performance objectives.

     3.   Evaluate the performance of the CEO and other officers in light of
          those goals and objectives and, based on such evaluation, approve, or
          recommend to the full Board of Directors the approval of, the annual
          salary, bonus, stock options, and other benefits, direct and indirect,
          of the CEO and other executive officers.

     4.   In approving or recommending the long-term incentive component of
          compensation for the CEO and other executive officers, the Committee
          should consider the Company's performance and relative stockholder
          return, the value of similar incentive awards to CEOs and other
          executive officers at comparable companies, and the awards given to
          the CEO and other executive officers in past years. The Committee is
          not precluded from approving awards (with the ratification of the
          Board of Directors) as may be required to comply with applicable tax
          laws, such as Rule 162(m).

     5.   In connection with executive compensation programs, the Committee
          should do the following:



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          (a)  Review and recommend to the full Board of Directors, or approve,
               new executive compensation programs;

          (b)  Review on a periodic basis the operations of the Company's
               executive compensation programs to determine whether they are
               properly coordinated and achieving their intended purposes;

          (c)  Establish and periodically review policies for the administration
               of executive compensation programs; and

          (d)  Take steps to modify any executive compensation program that
               yields payments and benefits that are not reasonably related to
               executive and corporate performance.

     6.   Establish and periodically review policies in the area of senior
          management perquisites.

     7.   Consider policies and procedures pertaining to expense accounts of
          senior executives.

     8.   Review and recommend to the full Board of Directors compensation of
          directors as well as directors' and officers' indemnification and
          insurance matters.

     9.   Review and make recommendations to the full Board of Directors, or
          approve, any contracts or other transactions with current or former
          executive officers of the Company, including consulting arrangements,
          employment contracts, change-in-control agreements, severance
          agreements, or termination arrangements, and loans to employees made
          or guaranteed by the Company.

Monitoring Incentive and Equity-Based Compensation Plans

     10.  Review and make recommendations to the Board of Directors with respect
          to, or approve, the Company's incentive-compensation plans and
          equity-based plans, and review the activities of the individuals
          responsible for administering those plans.

     11.  Review and make recommendations to the full Board of Directors, or
          approve, all equity compensation plans of the Company that are not
          otherwise subject to the approval of the Company's shareholders.



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     12.  Review and make recommendations to the full Board of Directors, or
          approve all awards of shares or share options pursuant to the
          Company's equity-based plans.

     13.  Monitor compliance by executives with the rules and guidelines of the
          Company's equity-based plans.

     14.  Review and monitor employee pension, profit sharing, and benefit
          plans.

     15.  Have the sole authority to select, retain, and/or replace, as needed,
          any compensation or other outside consultant to be used to assist in
          the evaluation of director, CEO, or senior executive compensation. In
          the event such a compensation consultant is retained, the Committee
          shall have the sole authority to approve such consultant's fees and
          other retention terms.

Reports

     16.  Prepare an annual report on executive compensation for inclusion in
          the Company's proxy statement in accordance with applicable rules and
          regulations of the American Stock Exchange, the SEC, and other
          applicable regulatory bodies.

     17.  Report regularly to the Board of Directors with respect to matters
          that are relevant to the Committee's discharge of its responsibilities
          and with respect to such recommendations as the Committee may deem
          appropriate. The report to the Board of Directors may take the form of
          an oral report by the Chairman or any other member of the Committee
          designated by the Committee to make such report.

     18.  Maintain minutes or other records of meetings and activities of the
          Committee.


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