Executive Committee

AUTHENTIDATE HOLDING CORP.

I.  Purpose

The primary purposes of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of Authentidate Holding Corp. (the "Company") is to exercise the authority of the Board of Directors in the management of the business and affairs of the Company when the Board of Directors is not in session, subject to the limitations set forth in this Charter.

II.  Membership
The Committee will consist of at least three directors.
The Board will appoint members of the committee, which shall include the Chief Executive Offficer. The Board will designate one member of the Committee as its Chair. The Chair will be an "independent director". An "independent director" is a director who (i) is not an officer or employee of the Company or its subsidiaries; (ii) does not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director; and (iii) is otherwise "independent" under the rules of the NASDAQ Stock Market, Inc. ("NASDAQ").  Other members of the Committee need not be independent directors.  Committee members will serve until a successor is appointed or until a member's earlier resignation or removal. The Board may remove any member of the Committee at any time with or without cause.

III.  Meetings
The Executive Committee shall meet at such times and places as the Executive Committee shall deem advisable on the call of the Chairman of the Executive Committee, the Chairman of the Board, the Chief Executive Officer, or, in their absence, by any member of the Executive Committee. The presence of a majority of the members of the Executive Committee then in office shall constitute a quorum for the transaction of business.
The Executive Committee shall take the minutes of all Executive Committee meetings and approve them by subsequent action.   Committee members will be furnished copies of the minutes of each meeting and any action taken by written consent.
The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure so long as the rules are consistent with applicable law, this Charter, or the Company's Bylaws.

IV.  Duties and Responsibilities
Subject to the Company's Corporate Governance Principles, applicable law and the By-Laws of the Company, the Executive Committee may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Company in the interim between meetings of the Board of Directors; provided, however, that the Executive Committee has no power or authority to:

1. make, alter or repeal any by-law of the corporation or any resolution or resolutions of the directors designating an Executive Committee;
2. elect, appoint or remove any executive officer or director;
3. appoint any member of the Executive Committee;
4. submit to shareholders any action that requires shareholders' approval;
5. amend or repeal any resolution theretofore adopted by the Board which, by its terms, is amendable or repealable only by the Board;
6. approve any transaction in which any member of the Executive Committee may have a direct or indirect interest;
7. approve the borrowing of any money by the Company greater than $500,000 per transaction in the aggregate;
8. grant any security interest, lien, mortgage or charge against the property, real or personal, of the Company to secure obligations greater than $500,000;
   
9. approve any agreement to acquire the entirety or majority of any business or major assets of any other person or entity;
   
10. change the principal business of the Company;
    
11. approve any loan in excess of $200,000;
    
12. approve the issuance of shares of the Company's Common Stock in excess of 250,000 shares in any transaction;
    
13. designate the rights, preferences and limitations of any class of preferred stock or authorize the issuance of any shares of preferred stock of any class or series;
    
14.  any private placement or financing transaction involving debt or equity securities of the Company in excess of $500,000;
    
15. approve any real property lease for principal executive facilities of the Company;
    
16. approve any employment agreement for an individual whose base salary is or may exceed $200,000 per year;
    
17. authorize the engagement of any independent contractor who is to receive compensation or remuneration in excess of $500,000 per annum;
    
18. vary, by more than 10%, any budget previously approved by the Board;
    
19. adopt, amend or repeal any resolution establishing any committee of the Board or limiting, creating or expanding the authority and responsibilities of any such committee.

V.  Reports
The Committee will report the results of its meetings to the Board.  At each regular Board meeting held following an Executive Committee meeting or sooner, as appropriate, the Executive Committee shall report any action taken by the Executive Committee since the last regular meeting of the Board, and deliver copies of the minutes of the Executive Committee authorizing such action.

VI.  Resources and Authority of the Committee
The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to select, retain, terminate and approve the fees and other retention terms of independent outside legal counsel, any business consultants or brokers, or other experts or consultants, with respect to any matter related to the Committee's duties and responsibilities, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. Any communications between the Committee and independent outside legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of the communications.