EXHIBIT 10.19COMPENSATIONCOMMITTEE CHARTERFORMEDIASCIENCES INTERNATIONAL, INC.Purpose ofCommittee :
The purpose of theCompensation Committee (the “Committee”) of the Board of Directors(the”Board”) of Media Sciences International, Inc. (the“Company”) is (i) to perform the functions described below under“Committee Duties and Responsibilities” in order to discharge theBoard’s responsibilities relating to compensation of the Company’sexecutives and (ii) to produce an annual report on executive compensation forinclusion in the Company’s proxy statement, in accordance with applicablerules and regulations. In pursuing its purpose the Committee shall ensure that aproper system of long-term and shortterm compensation is in place formanagement, and that compensation plans are appropriate and competitive andproperly reflect the objectives and performance of management and the Company. 
CommitteeDuties and Responsibilities :
The Committee’s dutiesand responsibilities are to: 

      1.     Review and approve corporate goals and objectives relevant to the compensation of the ChiefExecutive Officer and, after an evaluation of the Chief Executive Officer's performance in light of those goalsand objectives, set the compensation of the Chief Executive Officer. In determining the long-term incentivecomponent of the Chief Executive Officer's compensation, the Committee should consider, among other factors, theCompany's performance and relative shareholder return, the value of similar incentive awards for chief executiveofficers at comparable companies and the awards given to the Chief Executive Officer in past years;

      2.     Review, and make periodic recommendations to the Board with respect to, the generalcompensation, benefits and perquisites policies and practices of the Company, including, without limitation, theCompany's incentive-compensation plans and equity-based compensation plans. In circumstances in whichequity-based compensation plans are not subject to shareholder approval, such plans shall be subject to Committeeapproval;

      3.     Produce an annual report on executive compensation for inclusion in the Company's proxystatement, and otherwise report to the shareholders of the Company in accordance with the rules and regulationsof the U.S. Securities and Exchange Commission; and

      4.     Perform such other duties as the Board may assign to the Committee with respect to theCompany's compensation policies.
CommitteeMembership :
The Committee shall consistof at least three members of the Board, two of which are, in the businessjudgment of the Board, “independent” under the rules of theSarbanes-Oxley Act and the American Stock Exchange. The members of the Committeeshall be appointed by the Board, and shall serve at the pleasure of the Boardfor such term or terms as the Board may determine. 
CommitteeStructure and Operations :
A majority of the Committeeshall constitute a quorum. The Board shall designate a member of the Committeeas its chairperson. The Committee may act by a majority of the members presentat a meeting of the Committee. In the event of a tie vote on any issue, thechairperson’s vote shall decide the issue. The Committee shall meet inperson or telephonically at least twice a year, at a time and place determinedby the Committee chairperson, with further meetings to occur when deemednecessary or desirable by the Committee or its chairperson. The Committee shallprovide the Board with minutes of any meetings. The Committee may ask members ofmanagement or others whose advice and counsel are relevant to the issues thenbeing considered by the Committee to attend any meetings and to provide suchpertinent information as the Committee may request. The Committee shall reportto the Board at least once a year. 
PerformanceEvaluation :
The Committee shallannually compare its performance with the requirements of this charter, setforth its objectives for the next year and recommend changes in this charter, ifany, considered appropriate by the Committee. Such evaluation shall be reportedto the Board in such manner as the Committee from time to time determines. 
Surveys andStudies :
The Committee may conductor authorize surveys or studies of matters within the Committee’s scope ofresponsibilities as described above, including, but not limited to, surveys orstudies of compensation practices in relevant industries, to maintain theCompany’s competitiveness and ability to recruit and retain highlyqualified personnel, and may retain and terminate, at the expense of theCompany, independent counsel or other consultants necessary to assist in anysuch survey or study. If any compensation consultant or firm is to assist in theevaluation of director, chief executive officer or senior executivecompensation, the Committee shall have the sole authority to retain andterminate the compensation consultant or firm and approve such firm orperson’s fees and other retention terms. Nothing contained in this charteris intended to, or should be construed as, creating any responsibility orliability of the members of the Committee except to the extent otherwiseprovided under applicable Delaware law which shall continue to set the legalstandard for the conduct of the members of the Committee. 

Adopted : May 6, 2003