Exhibit
10.2                         

    


    CHINA
SLP FILTRATION TECHNOLOGY, INC.

    


    CHARTER
FOR THE COMPENSATION COMMITTEE

    OF

    THE
BOARD OF DIRECTORS

    


    Purpose

     

    China SLP
Filtration Technology, Inc. (the “Company”) established
a Compensation Committee (Committee) established to assist the Board of
Directors (the “Board”) in carrying
out its responsibilities relating to compensation of the Company’s directors,
executive officers, and employees.


     

    Committee Composition; Number and
Appointment.

     

    The
Committee shall be composed of two or more directors, who shall be appointed
annually and subject to removal at any time, by the Board of
Directors.

    


    Independence.

    


    Each
Committee member shall meet the independence requirements imposed by any stock
exchange or other marketplace on which the Company’s securities may be
listed.  No member of this Committee is to receive any compensation
from the Company other than the established Directors’ fees, options, and
expense reimbursement.

    


    Authority

    


    The
Committee has the power to conduct or authorize investigations into any matter
within its scope of responsibilities, and shall have unrestricted access to
Company management, employees and all information relevant to its
responsibilities. The Committee is empowered to engage compensation consultants,
legal experts and other advisors as it determines necessary to assist in
the evaluation of director, executive officer and employee compensation, and the
authority to determine the terms on which such consultants, legal
experts and other advisors is engaged.

     

    Specific
Responsibilities and Duties

     

    The
Committee shall perform the duties listed below and take such other action as it
determines reasonable, necessary or appropriate to carry out its
duties:

    


    
      	
               
      

            	
              •

            	
              Provide
      oversight and guidance for compensation and benefit philosophy for all
      employees of the Company;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              •

            	
              Review
      and approve, at least annually, corporate goals and objectives
      relevant to CEO compensation, evaluate the CEO’s performance in light of
      those goals and objectives and have the sole authority to determine the
      CEO’s compensation level based on this evaluation. This includes salary,
      annual incentive and long-term incentive programs, whether stock, stock
      options or other equity-based incentive or cash, and determinations
      relating to the deductibility of compensation under Section 162(m) of the
      Internal Revenue Code of 1986;

            


    

     

    
      	
               
      

            	
              •

            	
              Review
      and approve other significant terms of employment for the
    CEO;

            


    

     

    
      	
               
      

            	
              •

            	
              Review
      and approve, at least annually, the compensation, including base
      salary and incentive awards and other significant terms of employment, for
      individuals reporting directly to the CEO and holding a position
      classified as Vice President or higher and any other officer of the
      Company who is subject to the reporting requirements of Section 16(a) of
      the Securities Exchange Act of 1934, as amended, such officers, together
      with the CEO being referred to as “Senior
  Management”;

            


    

     

    
      	
               
      

            	
              •

            	
              Review
      the performance of Senior
Management;

            


    

     

    
      	
               
      

            	
              •

            	
              Review
      and make recommendations to the Board with respect to incentive
      compensation plans and equity-based plans. The Committee will serve as the
      "Committee" established to administer equity-based and employee benefit
      plans, and as such will discharge any responsibilities imposed on the
      Committee under those plans, including making and authorizing grants, in
      accordance with the terms of those plans. The Committee may delegate to
      one or more executive officers the authority to make grants of stock
      options and stock awards to eligible individuals who are not executive
      officers and may revoke any such delegation of authority at any time. Any
      executive officer to whom the Committee grants such authority shall
      regularly report to the Committee grants so
  made;

            


    

     

    
      	
               
      

            	
              •

            	
              To
      the extent permitted by law or regulation, the Committee may form and
      delegate authority to subcommittees of at least two directors the
      authority to perform duties on its behalf including the authority to grant
      equity awards;

            


    

     

    
      	
               
      

            	
              •

            	
              Review
      and make recommendations to the Board on matters concerning directors’
      fees and other Board compensation
programs;

            


    

     

    
      	
               
      

            	
              •

            	
              Prepare
      a report on executive compensation for inclusion in the Company’s proxy
      statement, periodic reports or other filings in accordance with applicable
      rules and regulations.

            


    

     

    Other
Responsibilities

     

    
      	
               
      

            	
              •

            	
              Conduct
      an annual performance evaluation of the
  Committee.

            


    

     

    
      	
               
      

            	
              •

            	
              Take
      such further actions or provide such further advice and oversight as the
      full Board may from time to time delegate to the
  Committee.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Meetings

    


    The
Committee shall meet once per year, and may hold additional meetings as often as
may be necessary or appropriate, at the discretion of the Committee Chair. The
Company’s chief executive officer or other senior executive officer may request
that the Committee meet for a specific purpose. Meetings may be held in person
or by conference calls.

    


    The
Committee Chair may communicate with management or outside consultants and
advisors to review the agenda and solicit input on any additional topics that
should be covered. The Committee may request that members of management or
outside consultants and advisors of the Committee, be present to assist the
Committee in performing its duties.

    


    The
Committee should meet at least annually with the CEO, CFO, Director of Internal
Audit, and independent auditors separately to discuss any matter the Committee
or each of these groups believe should be discussed privately.

    


    Conduct
of Business

    


    All
meetings require the presence of a majority of the members of the Committee to
conduct business.  Each Committee member shall have one
vote.  All actions or determinations by the Committee must be by
majority vote of the members present.

    


    Attendance

    


    Members
of the Committee are expected to use reasonable efforts to attend each
meeting.  As necessary or desirable, the Committee Chair may request
that members of management, and such other persons as it deems appropriate in
order to carry out its responsibilities, to be present at meetings of the
Committee.

    


    Minutes

    


    Minutes
of each meeting shall be prepared under the direction of the Committee Chair and
circulated to Committee members for review and approval and then circulated to
the directors who are not members of the Committee. Copies are to be made
available to the Company’s independent auditors and lawyers upon
request.

    


    This
Charter is intended to provide a set of guidelines for the effective functioning
of the Committee. Accordingly, the Committee will review and reassess the
adequacy of this Charter. The Committee may modify or amend this Charter and the
authority and responsibilities of the Committee as necessary at any time subject
to Board approval.