Exhibit
      10.2

    


    CHARTER
      FOR THE COMPENSATION COMMITTEE

    OF
      THE BOARD OF DIRECTORS

    OF

    PATIENTS
      & PHYSICIANS, INC.

    


    Adopted
      July 31, 2006

    


    
      	
              1.

            	
              PURPOSE:

            


    

     

    The
      purpose of the Compensation Committee (the “Committee”) established pursuant to
      this charter is to review and make recommendations to the Board of Directors
      (the “Board”) regarding all forms of compensation to be provided to the
      executive officers and directors of Patients & Physicians, Inc. and its
      subsidiaries (the “Company”), including stock compensation and loans, and all
      bonus and stock compensation to all employees.

    


    The
      Committee has the authority to undertake the specific duties and
      responsibilities listed below and will have the authority to undertake such
      other specific duties as the Board from time to time prescribes.

    


    
      	
              2.

            	
              MEMBERSHIP
                AND ORGANIZATION:

            


    

     

    Composition.
      The
      Committee shall consist of at least three (3) members of the Board, all of
      whom
      shall be independent directors, in accordance with the rules of the NASDAQ
      Stock
      Market, Inc. Marketplace Rules. The Board may designate one member of the
      Committee as its Chairperson. The members of the Committee will be appointed
      by
      a majority of the Board. No member of the Committee shall be removed, except
      by
      a majority vote of the directors then in office.

    


    Meetings.
      It is
      anticipated that the Committee will meet at least two times each year. However,
      the Committee may establish its own schedule, which it will provide to the
      Board
      in advance.

    


    At
      a
      minimum of one of such meetings annually, the Committee will consider stock
      plans, performance goals and incentive awards, and the overall coverage and
      composition of the compensation package.

    


    The
      Committee will maintain written minutes of its meetings, which minutes will
      be
      filed with the minutes of the meetings of the Board.

    


    
      	
              3.

            	
              RESPONSIBILITIES
                AND DUTIES:

            


    

     

    The
      responsibilities and duties of the Committee shall include:

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1.           Reviewing
      and making recommendations to the Board regarding the compensation policy for
      executive officers of and directors of the Company, and such other officers
      of
      the Company as directed by the Board;

     

    2.           Reviewing
      and making recommendations to the Board regarding all forms of compensation
      (including all “plan” compensation, as such term is defined in Item 402(a)(7) of
      Regulation S-K promulgated by the Securities and Exchange Commission, and all
      non-plan compensation) to be provided to the executive officers of the
      Company;

     

    3.           Reviewing
      and making recommendations to the Board regarding general compensation goals
      and
      guidelines for the Company’s employees and the criteria by which bonuses to the
      Company’s employees are determined;

     

    4.           Acting
      as Administrator of any Stock Option Plan and administering, within the
      authority delegated by the Board, any Employee Stock Purchase Plan adopted
      by
      the Company. In its administration of the plans, the Committee may, pursuant
      to
      authority delegated by the Board, grant stock options or stock purchase rights
      to individuals eligible for such grants and amend such stock options or stock
      purchase rights. The Committee shall also make recommendations to the Board
      with
      respect to amendments to the plans and changes in the number of shares reserved
      for issuance hereunder;

     

    5.           Reviewing
      and making recommendations to the Board regarding other plans that are proposed
      for adoption or adopted by the Company for the provision of compensation to
      employees of, directors of and consultants to the Company;

     

    6.           Preparing
      a report (to be included in the Company’s proxy statement) which describes: (a)
      the criteria on which compensation paid to the Chief Executive Officer for
      the
      last completed fiscal year is based; (b) the relationship of such compensation
      to the Company’s performance; and (c) the Committee’s executive compensation
      policies applicable to executive officers; and

     

    7.           Authorizing
      the repurchase of shares from terminated employees pursuant to applicable
      law.

     

    
      	
              4.

            	
              REPORTS:

            


    

     

    The
      Committee will provide written reports to the Board of the Company regarding
      recommendations of the Committee submitted to the Board for action, and copies
      of the written minutes of its meetings.

    


    
      	
              5.

            	
              EVALUATION
                OF COMMITTEE PERFORMANCE

            


    

     

    The
      Committee shall on an annual basis, evaluate its performance under this Charter.
      The Committee shall address all matters that the Committee considers relevant
      to
      its performance. The Committee shall deliver a report setting forth the results
      of its evaluation, including any recommended amendments to this Charter and
      any
      recommended changes to the Company of the Board’s policies or
      procedures.

    
      
         

      

      
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              6.

            	
              COMMITTEE
                RESOURCES

            


    

     

    The
      Committee shall have the authority to obtain advice and seek assistance from
      internal and external legal, accounting and other advisors. The Committee shall
      have sole authority to retain and terminate any compensation consultant to
      be
      used to evaluate director or officer compensation, including sole authority
      to
      approve the consulting firm’s fee and retention terms.

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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