EXHIBIT
10.157

    


    VYTERIS,
INC.

     

    COMPENSATION
COMMITTEE CHARTER


     

    Purpose

     

    The
purpose of the Compensation Committee are to: (i) discharge the responsibilities
of the Board relating to compensation of the CEO and other reportable officers
(defined in the same manner as "officer" in rule 16a-1(f) of the Securities
Exchange Act of 1934, as amended); (ii) produce annually the Compensation
Committee report on Executive Compensation for inclusion in the Corporation's
proxy statement; (iii) ensure that the Corporation's compensation plans for the
CEO and other reportable officers are competitive and support the Corporation's
overall business strategy; (iv) review, evaluate and approve the director and
reportable officer Compensation Plans; (v) review and discuss with management
the ""CD&A," compensation, discussion and analysis to be included in the
Company's annual proxy statement; and (vi) to monitor the Company’s overall
compensation policies and employment benefit plans.


     

    Membership of the
Compensation Committee

     

    The
Compensation Committee:

     

    
      	
               
      

            	
              ·

            	
              shall
      consist of not less than three members of the Board, the exact number to
      be established by the board of directors from time to
  time;

            


    

     

    
      	
               
      

            	
              ·

            	
              shall
      consist of individuals who are persons other than an executive officer or
      employee of the company and for each of whom the Company’s board of
      directors affirmatively determines that the director does not have a
      relationship that would interfere with the exercise of independent
      judgment in carrying out the responsibilities of a director and otherwise
      meet the definition of “independent director” set forth in Section 121A of
      the AMEX Company Guide. ; and

            


    

     

    
      	
               
      

            	
              ·

            	
              shall
      consist solely of members who are appointed by, and who may be removed by,
      the Board.

            


    

     

    Meetings of the Compensation
Committee

     

    The Compensation Committee shall meet
as often as necessary to carry out its responsibilities, but not less than once
each year.  At the discretion of the chairperson of the Compensation
Committee, but at least once each year for all or a portion of a meeting, the
members of the Compensation Committee shall meet in executive session, without
any members of management present. The chief executive officer may not be
present during voting by or deliberations of the Committee.

     

    Duties
and Responsibilities

     

    The
Committee's duties and responsibilities shall be:

     

    
      	
               
      

            	
              1.

            	
              To
      review and approve on an annual basis the performance goals and objectives
      for the CEO, and to annually review the CEO's performance against goals
      and objectives for the purpose of evaluating compensation. Based on these
      performance evaluations and a review of competitive compensation levels,
      the Committee will set the CEO's base salary, bonus, and equity
      compensation levels;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.

            	
              To
      review and approve competitive compensation levels, and specific
      recommendations for base salary, annual bonus, and equity compensation for
      the other reportable officers;

            


    

    
      	
               
      

            	
              3.

            	
              To
      select a peer group of companies against which to benchmark the Company's
      compensation policies and practices for the CEO and other reportable
      officers;

            


    

    
      	
               
      

            	
              4.

            	
              To
      regularly review and evaluate the compensation programs for Board and
      Committee members, and as appropriate, recommend changes to the
      Board;

            


    

    
      	
               
      

            	
              5.

            	
              To
      administer and review the Company's incentive compensation and equity
      award programs and recommend to the Board changes to such plans or
      development of new plans;

            


    

    
      	
               
      

            	
              6.

            	
              To
      approve and amendments and terminations to compensation and equity award
      programs and awards (other than those which occur by the terms of the
      program or are set forth in employment
  agreements);

            


    

    
      	
               
      

            	
              7.

            	
              To
      review and approve the annual stock option pool under the Company's equity
      compensation plans;

            


    

    
      	
               
      

            	
              8.

            	
              To
      review and approve employment contracts for the CEO , CFO, COO and other
      reportable officers;

            


    

    
      	
               
      

            	
              9.

            	
              To
      review and approve the Company's annual corporate goals; assessment of
      achievement and approve bonus payouts for the CEO and reportable
      officers;

            


    

    
      	
            	
              10.

            	
              To
      maintain written minutes of its meetings that will be kept and reviewed
      similarly to the minutes of the meetings of the Board of
      Directors;

            


    

    
      	
            	
              11.

            	
              To
      make regular reports on Committee activities to the Board of Directors;
      and

            


    

    
      	
            	
              12.

            	
              To
      periodically review and re-access the adequacy of this Charter and
      recommend any proposed changes to the Board of Directors for
      approval.

            


    

     

    Additional Authority of the
Compensation Committee

     

    The Compensation Committee shall have
the authority, in its discretion, to retain outside counsel and other
advisors.