**Exhibit 99.1**

**COMPENSATIONCOMMITTEE CHARTER**

TheBoard of Directors of CardioTech International, Inc. (the “Company”)hereby establishes the Compensation Committee of the Board of Directors withthe following purposes, authority, powers, duties and responsibilities:

1.             Members. The Board ofDirectors shall appoint a Compensation Committee of at least two (2) members,consisting entirely of “independent” directors of the Board, and shalldesignate one (1) member as chairperson. “Independent director” means a directorwho meets the definition of “independence” within the rules andregulations of the Securities and Exchange Commission (the “SEC”) andthe American Stock Exchange, as determined by the Board of Directors. Eachappointed member of the Compensation Committee will be subject to annualreconfirmation and may be removed by the Board of Directors at any time.

2.             Purposes, Duties andResponsibilities. The Compensation Committee advises the Board of Directorswith respect to the compensation of senior Company employees and determinescertain compensation awards for executives, employees who may be related toCompany officers or Directors, and others employed by the Company who the Boardmay so designate, from time to time, as subject to Compensation Committeereview. Specifically, the Compensation Committee will:

(a)           Review annually the Company’scompensation strategy and make recommendations to the full Board with respectto its adoption.

(b)           Review, determine and recommend tothe Board of Directors for approval the individual elements of the totalcompensation for the Chief Executive Officer (“CEO”) who must not bepresent during the voting or deliberations of the Compensation Committee withrespect to the compensation matters of the CEO.

(c)           Review, determine and recommend tothe Board of Directors for approval the individual elements of the totalcompensation of all other executive officers (other than the CEO), thoseemployees who are related to Company officers or Directors, and others who fromtime to time the Board may so designate as subject to Compensation Committeereview

(d)           Review and analyze theappropriateness and adequacy of the Company’s annual, periodic or long-termincentive compensation programs and other benefit plans and assure that they areadministered in a manner consistent with their terms, the Company’scompensation strategy and applicable rules and regulations.

(e)           Make awards to  those employees subject to CompensationCommittee review under the incentive stock option plans and other plans as maybe adopted by the Company.

(f)            Prepare and approve reports on theCompensation Committee’s compensation policies applicable to the Company’sexecutive officers, the factors and criteria on which the CEO’s compensationwas based, and such other matters as may be required by the applicable rules andregulations of the SEC, the American Stock Exchange and other regulatoryauthorities.

(g)           Review, recommend to the Board ofDirectors, and administer all plans that require “disinterested administration”under Rule 16b-3 under the Securities Exchange Act of 1934.

(h)           Approve the amendment or modificationof any compensation or benefit plans pertaining to  those subject to Compenation Committee reviewthat do not require shareholders’ approval.

(i)            Review and recommend to the Board ofDirectors changes to the outside directors’ compensation.

(j)            Retain outside consultants andobtain assistance from members of management as the Compensation Committeedeems appropriate in the exercise of its authority.

(k)           Make reports and recommendations tothe Board of Directors within the scope of the Compensation Committee’sfunctions.

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(l)            Approve all special perquisites,special cash payments and other special compensation and benefit arrangementsfor  those employees subject toCompensation Committee review.

(m)          Review the Compensation CommitteeCharter from time to time and recommend any changes thereto to the Board ofDirectors.

3.             Meetings. The CompensationCommittee will meet as often as it deems necessary or appropriate, in itsjudgment, either in person or telephonically, and at such times and places asthe Committee determines. The majority of the members of the CompensationCommittee constitutes a quorum and shall be empowered to act on behalf of theCompensation Committee. The Compensation Committee may, from time to time,delegate authority to subcommittees consisting of one or more members as itshall deem appropriate, subject to such reporting to or ratification by theCompensation Committee as the Compensation Committee shall direct. Minutes willbe kept of each meeting of the Compensation Committee and any subcommitteesthereof.

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