Exhibit
      14.6





**Arch
          Management Services Inc.**
 
 **EXECUTIVE
          COMPENSATION COMMITTEE CHARTER**
 
 **(Adopted
          September 30** **th** **2006)**
 
 PURPOSES
 
 The
          primary responsibility of the executive compensation committee shall be
          to approve
          the compensation arrangements for the Company's senior management and to periodically
          review the compensation paid to the Board, as such responsibilities are
          more
          specifically identified below.
 
 COMPOSITION
 
 The
          size
          of the committee shall be determined by the Board, provided that the committee
          shall always have at least two (2) members.
 
 Each
          committee member will be "independent" as defined in the Company's Nominating
          and Corporate Governance Charter. Specifically, the members of the committee
          shall be independent of management and free from any relationship that,
          in the
          opinion of the Board, could interfere with the exercise of independent
          judgment
          for the purpose of determining the fairness of compensation arrangements
          for
          senior management and providing the recipients of compensation the protection
          afforded by such independent oversight.
 
 The
          Board
          selects committee members and the committee chair. Each committee member
          will serve at the pleasure of the Board for such term as the Board may decide
          or
          until such committee member is no longer a Board member.
 
 DUTIES
          AND RESPONSIBILITIES
 
 The
          following are the duties and responsibilities of the committee:
 
 In
          consultation with senior management, the committee shall develop and implement
          the Company's compensation program for executive officers, including
          determination of amounts paid out under the Company's Equity
          incentive plan ("EIP").
 
 The
          committee shall review and approve, at least annually, corporate goals
          and
          objectives relating to the compensation of the CEO and the
          other
          executive officers of the Company and evaluate the CEO performances
          in light of those goals and make recommendations to the Board
          with respect to the Company's EIP and other equity-based plans. The
          committee will set the compensation of the CEO, the Company's executive
          officers, and selected other senior managers.
 
 
  The
          committee shall review and approve the Company's equity incentive Plans
          (“EIP”) and grants of stock options and other equity or equity-based awards,
          in the manner and on such terms and conditions as may be prescribed
          by the Company's equity incentive plans.
 
 The
          committee shall review issues relating to management succession, as appropriate.
 
 In
          consultation with senior management, the committee shall oversee regulatory
          compliance with respect to compensation matters.
 
 The
          committee shall review and, as appropriate, make recommendations to the
          Board
          regarding the compensation paid to the non-employee members of the
          Board. In its periodic evaluation of Board compensation, the committee
          will refer to the policy statement on Board compensation attached
          to this charter as Attachment A.
 
 The
          committee shall report its activities to the Board in such manner and
          at
          such times as the committee or the Board deem appropriate.
 
 MEETINGS
  The
          committee shall meet as frequently as necessary to carry out its responsibilities
          under this charter. The committee chair shall conduct the meetings
          and shall have such other responsibilities as the committee or the Board
          may
          designate from time to time.
 
 The
          committee may request any officer of the Company, or any representative
          of the
          Company's advisors, to attend a meeting or to meet with any member or representative
          of the committee.
 
 RESOURCES
          AND AUTHORITY
 
 The
          committee shall have appropriate resources and authority to discharge its responsibilities,
          including reasonable funding to compensate any consultants and any
          independent advisors retained by the committee. The committee shall have
          the authority
          to engage compensation consultants to assist in the evaluation of director
          or executive officer compensation and the authority to set the fees and other
          retention terms of such compensation consultants.
  
  COMPENSATION
          COMMITTEE REPORT
 
 The
          committee, with the assistance of management and any outside consultants
          the committee
          deems appropriate, shall prepare a report for inclusion in the Company's
          proxy statement relating to the Company's annual meeting of shareholders.
 
 ANNUAL
          REVIEW
 
 At
          least
          annually, the committee shall review this charter and evaluate its performance
          against the requirements of this charter. The committee shall conduct
          its review and evaluation in such manner as it deems
          appropriate.
  
  **ATTACHMENT
          A**
 
 **EXECUTIVE
          COMPENSATION COMMITTEE CHARTER**
 
 **POLICY
          STATEMENT**
 **ON**
 **BOARD
          OF DIRECTOR COMPENSATION**
 
 The
          Executive Compensation Committee of Arch Management Services Inc. is responsible
          for periodically, as appropriate, reviewing the compensation for Board
          members.
          Any suggested recommendations for changes shall be submitted to the full
          Board
          for review. This Policy Statement has been adopted to suggest general principles
          that the committee intends to follow.
  1.
                The
                    committee, or a subcommittee designated by the committee, with
                    the
                    assistance of outside compensation experts, will periodically
                    benchmark
                    the compensation of directors against companies of similar size
                    in similar
                    industries.2.
                Director
                    compensation should be a combination of cash and company shares
                    and should
                    periodically be reevaluated to determine appropriate percentages
                    of cash
                    and shares.3.
                A
                    portion of the share component of compensation should be in the
                    form of
                    options and/or stock grants subject to vesting over
                    time.4.
                Directors
                    should be able to elect to defer a portion of compensation (until
                    stock)
                    until their respective Board service is completed.5.
                Directors
                    should be reimbursed for their reasonable travel and other expenses
                    related to Board service in accordance with Company policies
                    approved by
                    independent directors of the Board.