Board Committees

The Board of Directors has six structured standing committees:

• Audit Committee
• Committee on Corporate Governance
• Compensation and Benefits Committee
• Executive Committee
• Finance Committee
• Committee on Public Policy and Social Responsibility

Members of the individual committees are identified below:

Audit Committee

Comprised of independent directors, it is governed by a Board approved charter that contains, the committee's membership requirements and responsibilities.

Functional Responsibilities:

• Oversees company accounting, financial reporting process, internal controls and audits.
• Consults with management, the internal auditors and the independent public accountants regarding matters related to the annual audit, the published financial statements and the applied accounting principles.
• Appoints, evaluates and retains the company's independent public accountants.
• Maintains direct responsibility for the compensation, termination and oversight of the company's independent public accountants.
• Evaluates the independent public accountants' qualifications, performance, and independence.
• Approves all independent public accountant services.
• Reviews all non-attest services to ensure they are permitted under current law.
• Monitors compliance with the Foreign Corrupt Practices Act and company policies on ethical business practices; reports back to the Board.
• Establishes policies and procedures for the pre-approval of all services provided by the independent public accountants.
• Determines, on a confidential basis, procedures for the receipt, retention, and treatment of complaints received by the company. This includes the Board and Audit Committee, regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees regarding questionable accounting or auditing matters.

Financial Expert

John Kennedy, currently the President/ CEO/CFO of PEPCO Corporation, was recognized by the Board as the Audit Committee's Financial Expert

The Board made a qualitative assessment of John Kennedy's level of knowledge and experience based on a number of factors, including his education and experience.

John was previously the Audit Committee Chairman of Peoples Bank of NJ.

Committee on Corporate Governance

Comprised of independent directors, it considers and proposes recommendations on matters relative to the practices, policies and procedures of the Board.

• Assumes a leadership role in shaping the corporate governance of the company.
• Assesses the size, structure and composition of the Board and Board Committees.
• Functions as a screening and nominating committee for potential Board candidates.
• Evaluates prospective nominees identified by the committee itself or referred by other Board members, management, stockholders or external sources.
• Determines the composition of the Board, weighing the depth of experience, balance of professional interests, required expertise, and other relevant factors.

Compensation and Benefits Committee

Comprised of independent directors, it engages in consultation with management regarding executive compensation and benefits.

• Evaluates pension, savings, and welfare benefit plans where Board or stockholder action is or may be contemplated regarding the adoption of or amendments to such plans.
• Proposes recommendations to the Board of Directors on compensation, executive officer salaries, bonus awards, stock option grants, special awards, and supplemental compensation.
• Proposes recommendations on organization, succession, election of officers, consultant consignments, and similar matters.

Executive Committee

This Committee acts for the Board of directors when formal Board action is requires between meetings regarding matters already approved in principle by the full Board or to fulfill the formal duties of the Board.

Finance Committee

Comprised of independent directors, it considers and makes recommendations on the financial affairs and policies of the company.

• Assesses and proposes recommendations on issues including capital structure, dividend policy, investment /debt policies, asset /portfolio management, and financial transactions.

Committee on Public Policy and Social Responsibility

Comprised of independent directors, it advises the Board of Directors and Management on company policies and practices pertaining to the company's responsibilities as a global corporate citizen, as well as its obligations as a Bio-Medical company whose products and services affect health and quality of life around the world.

Board and Board Committee Meetings

Ninety percent of Board and committee meetings on which they served were attended by the incumbent directors.

The Chairpersons of the Audit Committee, the Committee on Corporate Governance, the Compensation and Benefits Committee will each participate in any future executive session.

Independence of Directors

The Board of Directors has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the company.

A material relationship is one which impairs or inhibits/ or has the potential to impair or inhibit a director's exercise of critical and disinterested judgment on behalf of the company and its stockholders.

To determine whether a material relationship exists, the Board consults with the company's counsel. This ensures that the Board's determinations are consistent with:

• All relevant securities and other laws
• Recent relevant cases and regulations regarding the definition of (independent director/business judgment) including those set forth in the listing standards of the New York Stock Exchange as in effect from time to time.

Consistent with these considerations, the Board affirmatively has determined that all directors are independent directors except Mr. Peter Katevatis, Esq. who are company contracted employees.

Relationships with Outside Firms

Peter Katevatis,Esq. is a director of the company. In 2003, he was the President and Chief Executive Officer. He provided legal services to the company during this time.

Functional Responsibilities

Strategic Planning/Board of Directors Role

The Board of Directors has the legal responsibility for overseeing the affairs of the company; thus, an obligation to keep informed about the company's business and strategies. This empowers the Board to provide guidance to management in formulating and developing plans and to exercise independently its decision-making authority.

Acting as a full Board and through the Board's standing committees (Audit, Corporate Governance, Compensation and Benefits, Executive, Finance, and Public Policy and Social Responsibility), the Board is fully involved in the company's strategic planning process.

Against its strategic plans, the Board, at subsequent Board meetings, continues to substantively review the company's progress. It exercises oversight and decision-making authority regarding strategic areas of importance and associated funding needs.

For example, the Board typically reviews the company's overall quarterly and annual performance; it then considers the operating budget and capital needs. Board meetings also target specific strategies essential to the company, e.g. funding needs, RFCUNY research and FDA issues.

The Board's role is inextricably linked to the development of the company's future. These procedures, as well as sound and independent business judgment on strategic issues, all consistent with good corporate governance, ensure the company's long-term success.

MEDISCIENCE CODE OF ETHICS

Purpose: written standards designed to avert wrongdoing, while promoting honesty and ethical conduct at all times relevant to the best interests of our shareholders and the investment public.

At all times….

1. Ethical management of any actual or apparent conflicts of interest between any personal and professional relationships of our Officers
2. *Complete/fair/accurate/timely/lucid disclosure in all reports and documents filed with or submitted to the SEC and all public communications *All public communications will be both *-K filings and posted on the company web site: MEDISCIENCETECH.com
3. Full compliance with applicable state and federal laws, rules,and regulations
4. Prompt internal reporting to the appropriate party of any infraction; holding accountable, all responsible parties for breach of the Code of Ethics.

As required under present SEC guidelines, any change to or a waiver of the above code of ethics will be reported within 5 business days either on an 8-K filing or a posting of notice on the company's web site MEDISCIENCETECH.com.

Report on TOTAL Executive Compensation (Compensation and Benefits Committee)

The Compensation and Benefits Committee of the Board (comprised entirely of independent Directors), approves compensation objectives and policies for all employees. It determines compensation for the company's executive officers, including the individuals named in the Summary Compensation Table.

Compensation of Directors: Presently, no Director of the company receives any compensation for serving on the board.

Objectives and Policies

The Committee seeks to ensure:

• Rewards are closely linked to Company team and individual performance
• Interests of the company's employees are aligned with those of its stockholders through potential stock ownership
• Compensation and benefits are set at levels that enable the company to attract and retain high-quality employees

These objectives and policies are applied throughout the Board with significant availability of both performance-based cash incentives and stock option grants.

Furthermore, consistent with the long-term focus inherent within the company's R&D-based business, it is the policy of the Committee to ordain a high proportion of executive officer compensation dependent on long-term performance and the enhancement of stockholder value.