COMPENSATION COMMITTEE CHARTER HYDRODYNEX, INC

                                                                Exhibit 10.5

                    COMPENSATION COMMITTEE CHARTER

                           HYDRODYNEX, INC
                           August 15, 2008


PURPOSE

The Compensation Committee (the "Committee") will assist the independent
members of the Board of Directors in establishing a compensation program for
the Chief Executive Officer ("CEO"), and will assist the entire Board of
Directors in establishing a compensation program for other officers and key
executives that is effective in attracting and retaining such officers and
key executives, and that is administered fairly and in the shareholders'
interest. The committee will be used when resources are in place to enact it.  
The Committee will advise the Board on matters relating to executive
compensation policy, the administration of Board or shareholder approved
stock based plans, and the establishment or management of other benefit
programs. The Committee will exercise broad oversight of the Company's
compliance with legal and regulatory requirements governing compensation and
related issues.


MEMBERSHIP

The Committee shall be comprised of not less than three directors, each of
whom satisfies the independence requirements of any applicable laws and
regulations. Additionally, no director may serve unless he or she (i) is a
"Non-employee Director" for purposes of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an
"outside director" for purposes of Section 162 (m) of the Internal Revenue
Code. The members of the Compensation Committee shall be nominated by the
Corporate Governance and Directors Nominating Committee and be appointed and
replaced by the Board of Directors.


MEETINGS

The Committee shall meet at least two times each year or more frequently, as
circumstances dictate.


DUTIES AND RESPONSIBILITIES

The Compensation Committee shall:

A. Compensation Committee Charter/Report


1. Review and reassess the Compensation Committee Charter (the "Charter") as
conditions dictate, but not less frequently than annually, and recommend any
proposed changes to the Board for approval.


2. Review and approved the Compensation Commi