**Exhibit 15.2**               **ENVOY COMMUNICATIONS GROUP INC.****Compensation Committee Charter****I.** **Purpose**The purpose of the Compensation Committee is to assist the Board of Directors in itsoversight responsibilities relating to: A. the compensation, nomination, evaluation and succession of the Officers of theCompany;  B. the administration of the Company’s Stock Option/Stock Appreciation Right Plan;and  C. the review of executive compensation disclosure.**II.** **Duties and Responsibilities**The Compensation Committee shall perform the functions customarily performed by compensationcommittees and any other functions assigned by the Board of Directors. In particular, theCompensation Committee shall have the following duties and responsibilities: ***A.*** ***Officers*** 1. Consider and recommend for approval by the    Board of Directors the appointment of the Chief Executive Officer and all otherOfficers of the Company.  2. Review with the Chief Executive Officer management’s assessment ofexisting management resources and plans for ensuring that qualified personnel willbe available as required for succession to Officers, and to report on this matterto the Board of Directors at least once each year.  3. Review and assess annually in conjunction with the Board of Directorsthe performance of the Chief Executive Officer against pre-set specificperformance criteria approved by the Compensation Committee.  4. Review with the Chief Executive Officer the annual performanceassessments of all other Officers, and to report annually to the Board ofDirectors on these assessments.

 
 ***B.*** ***Compensation*** 1. Oversee and recommend for approval by the Board of Directors theCompany’s executive compensation policy and to specifically consider and recommendannually for approval by the independent directors of the Board of Directors allforms of compensation for the Chief Executive Officer.  2. Oversee the Company’s annual report on executive compensation forinclusion in the Company’s public disclosure documents, in accordance withapplicable rules and regulations.  3. Review with the Chief Executive Officer any proposed major changes inorganization or personnel.  4. Review any proposed major changes in the Company’s benefit plans,except for the Company’s pension plans, and to recommend for approval any changerequiring Board of Directors action. ***C.*** ***Oversight of the Company’s Stock Option/Stock Appreciation Right Plan*** 1. Review, report and, where appropriate, provide recommendations to theBoard of Directors on the Company’s Stock Option/Stock Appreciation Right Plan.  2. On the recommendation of the Chief Executive Officer, consider and,where appropriate, approve stock option and stock appreciation right grants inaccordance with the Company’s Stock Option/Stock Appreciation Right Plan.**III.** **Evaluation of the Compensation Committee and Report to Board of Directors** A. The Compensation Committee shall evaluate and review with the Board of Directors,on an annual basis, the performance of the Compensation Committee.  B. The Compensation Committee shall review and discuss with the Board of Directors,on an annual basis, the adequacy of the Compensation Committee mandate.  C. The Compensation Committee shall report to the Board of Directors periodically onthe Compensation Committee’s activities.**IV.** **Outside advisors**The Compensation Committee shall have the authority to engage outside counsel and otheroutside advisors as it deems appropriate to assist the Compensation Committee in theperformance of its functions. The Companyshall provide appropriate funding for such advisors as determined by the CompensationCommittee.

 
**V.** **Membership**The Compensation Committee shall consist of such number of directors, in no event to be lessthan three, as the Board of Directors may from time to time by resolution determine. Eachmember of the Compensation Committee shall be independent of the Company as determined by theBoard of Directors, in accordance with applicable laws, rules and regulations. The Chairmanof the Compensation Committee shall be appointed by the Board of Directors.**VI.** **Term**The members of the Compensation Committee shall be appointed by resolution of the Board ofDirectors to hold office from the time of their appointment until the next annual generalmeeting of the shareholders or until their successors are so appointed.**VII.** **Procedures for meetings**The Compensation Committee shall fix its own procedure at meetings and for the calling ofmeetings. The Compensation Committee shall meet in executive session, at each regularlyscheduled meeting in the absence of management.**IX.** **Quorum and voting**Two members of the Compensation Committee, one of which shall be the Chairman, shallconstitute a quorum for the transaction of business at a meeting. For any meeting at whichthe regular Compensation Committee Chairman is absent, the Chairman shall be replaced byanother member of the Compensation Committee who shall be named by the other members amongthemselves. At a meeting, any question shall be decided by a majority of the votes cast bythe Compensation Committee members, except where only two members are present, in which caseany question shall be decided unanimously.**IX.** **Secretary**Unless otherwise determined by the Compensation Committee, the Corporate Secretary of theCompany shall be the Secretary of the Compensation Committee.**X.** **Vacancies**Vacancies at any time occurring shall be filled by resolution of the Board of Directors.

 
**XI.** **Records**The Compensation Committee shall keep such records as it may deem necessary of itsproceedings and shall report regularly its activities and recommendations to the Board ofDirectors as appropriate.