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UPSTREAM BIOSCIENCES INC.

Compensation Committee Charter

|I. | Purpose of Compensation Committee of
      Upstream Biosciences Inc. (the Corporation)
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The purpose of the Compensation Committee (the Committee) is
to:

| | 1. | Oversee the Corporations compensation and benefit plans,
      policies and practices, including its executive compensation plans and
      incentive-compensation and equity-based plans.                                                                                    
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| | 2. | Produce an annual report on executive compensation for
      inclusion in the Corporations annual report or proxy statement if
      required by applicable securities laws.                                                                                                  
| |    |                                                                                                                                                                                                                                                                                
| | 3. | Monitor and evaluate, at the Committees sole discretion,
      matters relating to the compensation and benefits structure of the
      Corporation.                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                
| | 4. | Take such other actions within the scope of this
      Compensation Committee Charter (this Charter) as the Board of Directors
      of the Corporation (the Board) may assign to the Committee from time to
      time or as the Committee deems necessary or
appropriate.

The Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section VII below of this Charter.

The basic responsibility of the directors of the Committee is
to exercise their business judgment to act in what they reasonably believe to be
in the best interests of the Corporation and its shareholders. In discharging
that responsibility, the Committee should be entitled to rely on the honesty and
integrity of the Corporations senior executives and its outside advisors and
auditors, to the extent it deems necessary or appropriate.

|II. | Composition
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The Committee shall be composed of members of the Board, the
number of which shall be fixed from time to time by resolution adopted by the
Board. If the Corporation has independent board members, a majority of directors
of the Committee shall be determined by the Board to satisfy the independence
requirements established by the rules and regulations of the applicable
regulatory authorities and any stock exchange upon which the Corporations
shares trade from time-to-time.

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|III. | Authority
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The Committee shall have the authority to (i) retain (at the
Corporations expense) its own legal counsel and other advisors and experts that
the Committee believes, in its sole discretion, are needed to carry out its
duties and responsibilities, including, without limitation, the retention of a
compensation consultant to assist the Committee in evaluating director and
executive officer compensation; and (ii) conduct investigations that it
believes, in its sole discretion, are necessary to carry out its
responsibilities. In addition, the Committee shall have the authority to request
any officer, director or employee of the Corporation, or any other persons whose
advice and counsel are sought by the Committee, such as members of the
Corporations management or the Corporations outside legal counsel and
independent accountants, to meet with the Committee or any of its advisors and
to respond to their inquiries.

The Committee may form subcommittees for any purpose that the
Committee deems appropriate and may delegate to such subcommittees such power
and authority as the Committee deems appropriate.

|IV. | Appointing Members
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The members of the Committee shall be appointed or re-appointed
by the Board on an annual basis. Each member of the Committee shall continue to
be a member thereof until such members successor is appointed, or unless such
member shall resign or be removed by the Board. The Board may remove or replace
any member of the Committee at any time. However, a member of the Committee
shall automatically cease to be a member of the Committee upon either ceasing to
be a director of the Board or ceasing to be independent as required in Section
II above of this Charter. Vacancies on the Committee will be filled by the
Board.

|V. | Chairperson
|-- | -----------

The Board, or in the event of its failure to do so, the
directors of the Committee, must appoint a chairperson from the directors of the
Committee (the Chairperson). If the Chairperson of the Committee is not
present at any meeting of the Committee, an acting Chairperson for the meeting
shall be chosen by majority vote of the Committee from among the directors
present. In the case of a deadlock on any matter or vote, the Chairperson shall
refer the matter to the Board. The Committee may appoint a secretary who need
not be a director of the Board or Committee.

|VI. | Meetings
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The time and place of meetings of the Committee and the
procedure at such meetings shall be determined from time to time by the
directors thereof provided that:

| | 1. | A quorum for meetings shall be two directors, present in
      person or by telephone or other telecommunication device that permits all
      persons participating in the meeting to speak and hear each other. The
      Committee shall act on the affirmative vote of a majority of directors
      present at a meeting at which a quorum is present. The Committee may also
      act by unanimous written consent in lieu of
meeting.
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| | 2. | The Committee shall meet as often as it deems necessary,
      but not less frequently than once each year.                                                                                            
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| | 3. | Notice of the time and place of every meeting shall be
      given in writing or facsimile communication to each director of the
      Committee at least 72 hours prior to the time of such
  meeting.

The Committee shall maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings of the Board. The
Committee shall make regular reports of its meetings to the Board, directly or
through its Chairperson, accompanied by any recommendations to the Board
approved by the Committee.

|VII. | Specific Duties
|---- | ---------------

In meeting its responsibilities, the Committee is expected to:

| | 1. | Review and approve at least annually the corporate goals
      and objectives of the Corporations executive compensation plans,
      incentive-compensation and equity based plans and other general
      compensation plans (the Corporation Plans), and amend, or recommend that
      the Board amend, these goals and objectives if the Committee deems it
      appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | 2. | Review at least annually the Corporation Plans in light
      of the Corporations goals and objectives with respect to such plans, and,
      if the Committee deems it appropriate, adopt, or recommend to the Board
      the adoption of new, or the amendment of existing, Corporation
    Plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 3. | Evaluate annually the performance of the chief executive
      officer of the Corporation, the other executive officers of the
      Corporation and the chairman of the Board (collectively, the Corporation
      Executives) in light of the goals and objectives of the Corporation
      Plans, and based on this evaluation, set his or her total compensation,
      including, but not limited to (a) the annual base salary level, (b) the
      annual incentive opportunity level, (c) the long-term incentive
      opportunity level, (d) employment agreements, severance agreements, and
      change-in-control agreements and provisions, in each case as, when and if
      appropriate, and (e) any special or supplemental benefits, including, but
      not limited to, perquisites. In determining the long-term incentive
      component of each Corporation Executives compensation, the Committee
      shall consider all relevant factors, including the Corporations
      performance and relative shareholder return, the value of similar
      incentive awards to persons with comparable positions at comparable
      companies, and the awards given to each Corporation Executive in past
      years.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 4. | Review at least annually and make recommendations to the
      Board with respect to the compensation of all directors of the
      Corporation, taking into consideration compensation paid to directors of
      comparable companies and the specific duties of each
  director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| | 5.  | Monitor and assess the Corporations compliance with the
      requirements established by the rules and regulations of the U.S. and
      Canadian regulatory authorities and any stock exchange upon which the
      Corporations shares trade from time-to-time and regulations relating to
      compensation arrangements for directors and executive officers including
      the Sarbanes-Oxley Act of 2002, if applicable,                                                                                                                                                                                                                                                                                                                                
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 6.  | Issue an annual report on executive compensation for
      inclusion in the Corporations annual report or proxy statement, if
      required by applicable securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 7.  | Review all equity compensation plans that are not subject
      to shareholder approval under the rules of any stock exchange on which the
      Corporations securities are listed for trading and to approve such plans
      in its discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 8.  | Oversee the compensation and benefits structure
      applicable to the Corporations officers and directors, including, but not
      limited to, incentive compensation and equity-based compensation, provided
      that, at the Committees sole discretion, it may submit such matters as it
      determines to be appropriate to the Board for the Boards approval or
      ratification.                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 9.  | In its sole discretion, retain, amend the engagement
      with, and terminate any compensation consultant used to assist the
      Committee in evaluating any officer or director compensation. The
      Committee shall also have the sole authority to approve the fees and other
      retention terms of the consultants and to cause the Corporation to pay
      such fees and expenses of such consultants. The Committee shall also have
      the authority, in its sole discretion, to obtain advice and assistance
      from internal or external legal, accounting or other advisors, to approve
      the fees and expenses of such outside advisors, and to cause the
      Corporation to pay such fees and expenses of such outside
  advisors.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 10. | Review and evaluate at least annually its own performance
      with respect to its compensation functions, and to submit itself to the
      review and evaluation of the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 11. | Review and reassess the adequacy of this Charter at least
      annually and recommend any proposed changes to the Board for
    approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 12. | Perform such other functions consistent with this
      Charter, the Corporations bylaws and governing law, as the Committee or
      the Board deems necessary or appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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