Exhibit 99.2

                  OMNICORDER TECHNOLOGIES, INC. (THE "COMPANY")

                       AMEX COMPENSATION COMMITTEE CHARTER

PURPOSE

         The purpose of the Compensation Committee (the "Committee") shall be as
follows:

          1.   To determine, or recommend to the Board of Directors for
               determination, the compensation for the Chief Executive Officer
               (the "CEO") of the Company.

          2.   To determine, or recommend to the Board of Directors for
               determination, the compensation for all officers of the Company
               other than the CEO.

          3.   To produce an annual report on executive compensation for
               inclusion in the Company's annual proxy statement in accordance
               with applicable rules and regulations of the American Stock
               Exchange, the Securities and Exchange Commission (the "SEC"), and
               other regulatory bodies.

COMPOSITION

         The Committee shall consist of two or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the American Stock Exchange and the
Sarbanes-Oxley Act.

         To the extent the Committee consists of at least three members, one
director who is not independent under the rules of the American Stock Exchange
may be appointed to the Committee, subject to the following:

          o    the director is not a current officer or employee, or an
               immediate family member of a current officer or employee, of the
               Company;

          o    the Board of Directors, under exceptional and limited
               circumstances, determines that such individual's membership on
               the Committee is required by the best interests of the Company
               and its stockholders;

          o    the Company discloses in the proxy statement for the next annual
               meeting of stockholders subsequent to such determination (or in
               its Form 10-K if the Company does not file a proxy statement),
               the nature of the relationship and the reason for that
               determination; and

          o    such person does not serve under this exception on the Committee
               for more than two years.

APPOINTMENT AND REMOVAL

         The members of the Committee shall be appointed by the Board of
Directors. A member shall serve until such member's successor is duly elected
and qualified or until such member's

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earlier resignation or removal. The members of the Committee may be removed,
with or without cause, by a majority vote of the Board of Directors.

CHAIRMAN

         Unless a Chairman is elected by the full Board of Directors, the
members of the Committee shall designate a Chairman by majority vote of the full
Committee membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

         In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

         The Committee shall meet as frequently as circumstances dictate. The
Chairman of the Committee or a majority of the members of the Committee may call
meetings of the Committee. Any one or more of the members of the Committee may
participate in a meeting of the Committee by means of conference call or similar
communication device by means of which all persons participating in the meeting
can hear each other.

         All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate.

         As part of its review and establishment of the performance criteria and
compensation of designated key executives, the Committee should meet separately
at least on an annual basis with the CEO and any other corporate officers as it
deems appropriate. However, the Committee should also meet from time to time
without such officers present, and in all cases, such officers shall not be
present at meetings at which their performance and compensation are being
discussed and determined.

DUTIES AND RESPONSIBILITIES

         The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.

         In discharging its oversight role, the Committee is empowered to study
or investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority, without seeking Board approval,
to retain outside counsel or other advisors for this

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purpose, including the authority to approve the fees payable to such counsel or
advisors and any other terms of retention.

Setting Compensation for Officers and Directors

          1.   Establish and review the overall compensation philosophy of the
               Company.

          2.   Review and approve the Company's corporate goals and objectives
               relevant to the compensation for the CEO and other officers,
               including annual performance objectives.

          3.   Evaluate the performance of the CEO and other officers in light
               of those goals and objectives and, based on such evaluation,
               approve, or recommend to the full Board of Directors the approval
               of, the annual salary, bonus, stock options, and other benefits,
               direct and indirect, of the CEO and other executive officers.

          4.   In approving or recommending the long-term incentive component of
               compensation for the CEO and other executive officers, the
               Committee should consider the Company's performance and relative
               stockholder return, the value of similar incentive awards to CEOs
               and other executive officers at comparable companies, and the
               awards given to the CEO and other executive officers in past
               years. The Committee is not precluded from approving awards (with
               the ratification of the Board of Directors) as may be required to
               comply with applicable tax laws, such as Rule 162(m).

          5.   In connection with executive compensation programs, the Committee
               should do the following:

               (a)  Review and recommend to the full Board of Directors, or
                    approve, new executive compensation programs;

               (b)  Review on a periodic basis the operations of the Company's
                    executive compensation programs to determine whether they
                    are properly coordinated and achieving their intended
                    purposes;

               (c)  Establish and periodically review policies for the
                    administration of executive compensation programs; and

               (d)  Take steps to modify any executive compensation program that
                    yields payments and benefits that are not reasonably related
                    to executive and corporate performance.

          6.   Establish and periodically review policies in the area of senior
               management perquisites.

          7.   Consider policies and procedures pertaining to expense accounts
               of senior executives.

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          8.   Review and recommend to the full Board of Directors compensation
               of directors as well as directors' and officers' indemnification
               and insurance matters.

          9.   Review and make recommendations to the full Board of Directors,
               or approve, any contracts or other transactions with current or
               former executive officers of the Company, including consulting
               arrangements, employment contracts, change-in-control agreements,
               severance agreements, or termination arrangements, and loans to
               employees made or guaranteed by the Company.

Monitoring Incentive and Equity-Based Compensation Plans

          10.  Review and make recommendations to the Board of Directors with
               respect to, or approve, the Company's incentive-compensation
               plans and equity-based plans, and review the activities of the
               individuals responsible for administering those plans.

          11.  Review and make recommendations to the full Board of Directors,
               or approve, all equity compensation plans of the Company that are
               not otherwise subject to the approval of the Company's
               shareholders.

          12.  Review and make recommendations to the full Board of Directors,
               or approve, all awards of shares or share options pursuant to the
               Company's equity-based plans.

          13.  Monitor compliance by executives with the rules and guidelines of
               the Company's equity-based plans.

          14.  Review and monitor employee pension, profit sharing, and benefit
               plans.

          15.  Have the sole authority to select, retain, and/or replace, as
               needed, any compensation or other outside consultant to be used
               to assist in the evaluation of director, CEO, or senior executive
               compensation. In the event such a compensation consultant is
               retained, the Committee shall have the sole authority to approve
               such consultant's fees and other retention terms.

Reports

          16.  Prepare an annual report on executive compensation for inclusion
               in the Company's proxy statement in accordance with applicable
               rules and regulations of the American Stock Exchange, the SEC,
               and other applicable regulatory bodies.

          17.  Report regularly to the Board of Directors with respect to
               matters that are relevant to the Committee's discharge of its
               responsibilities and with respect to such recommendations as the
               Committee may deem appropriate. The report to the Board of
               Directors may take the form of an oral report by the Chairman or
               any other member of the Committee designated by the Committee to
               make such report.

          18.  Maintain minutes or other records of meetings and activities of
               the Committee.

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