Purpose

The purpose of the Compensation Committee (the “Committee”) shall be to assist the Board of Directors (the “Board”) in discharging its responsibilities relating to compensation of the CEDC’s executive officers and supervision of CEDC’s stock option plans.

Organization

The Compensation Committee shall consist of at least three Board members, each of whom shall satisfy the independence requirements of the Nasdaq listing standards and other applicable laws. The Board shall appoint Committee members and the chairperson of the Committee. The Committee shall meet at least twice a year, with authority to convene additional
meetings as circumstances require. The Committee or chairperson of the Committee shall meet with the chief executive officer to discuss matters relating to other executive officers from time to time as circumstances dictate.

Responsibilities

In furtherance of its purpose, the Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

• Develop guidelines and review the compensation and performance of CEDC’sexecutive officers and evaluate the executive officers’ performances in light of these goals and objectives. The chief executive officer shall not be present during
  voting or deliberation on his performance and compensation.
• Make recommendations to the Board regarding the management contracts of executive officers when they are proposed or are to be renewed.
• Make recommendations to the Board with respect to the compensation of all directors, including incentive-compensation plans and equity-based plans, establish criteria for the granting of options to CEDC’s directors and officers and
  review and approve the granting of such options in accordance with such criteria.
• Delegate to the chief executive officer the power to grant options to non-executive employees and others within the conditions of the prevailing stock option plan as approved by CEDCs stockholders.
• Supervise the administration of CEDC’s stock option plans with CEDC’s corporate secretary to ensure that correct records and documentation are kept of options granted and outstanding. The Chairman of the Board shall review and approve on a quarterly basis the official list of all options outstanding for and on behalf of the Board.
• Report to the Board at every meeting (quarterly or otherwise) all matters regarding the Committee’s its actions and propose appropriate resolutions as required.
• Produce an annual report of its activities for inclusion in CEDC’s annual proxy
  statement.

Committee Resources

The Committee shall have the power to obtain advice and seek assistance from internal and external legal advisers, accountants and other consultants in its sole discretion.

The Charter

• This Charter supersedes all previous versions of the Charter. The original Charter wasapproved by the CEDC Board of Directors at the meeting of November 19, 2002. This Charter was approved by the Board of Directors on November 21st, 2005. This charter was subsequently amended by unanimous written consent of the Board of Directors on March 14,
  2007.
• The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.