Authentidate Holding Corp.
Charter of the Management Resources
And Compensation Committee

I. PURPOSE

The purpose of the Management Resources and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Authentidate Holding Corp., Inc. (the "Company") is to discharge the Board's responsibilities relating to executive compensation and to (a) review the performance and development of Company management in achieving corporate goals and objectives; (b) to assure that senior executives of the Company are compensated effectively in a manner consistent with the strategy of the Company, competitive practice, and the requirements of the appropriate regulatory bodies; and (c) review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans, equity-based plans and succession planning for the Company's executive team. Toward these ends, the Committee will oversee, review and administer all compensation, equity and employee benefit plans and programs.

II. COMMITTEE MEMBERSHIP

The Committee will consist of not less than two directors, each of whom will be an “independent director” as required by the rules of The NASDAQ Stock Market, Inc. (“NASDAQ”), a “non-employee director” within the meaning of Rule 16b-3 issued by the Securities and Exchange Commission (“SEC”), and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended. Each Committee member will be subject to annual reconfirmation and may be removed by the Board of Directors (the “Board”) at any time.

III. COMMITTEE STRUCTURE AND OPERATIONS

The Board shall designate one member of the Committee as its chairperson. The Committee shall meet in person or telephonically at least three times per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

The Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Company's chief executive officer ("CEO") shall not attend any portion of a meeting where the CEO's performance or compensation is discussed, unless specifically invited by the Committee.

Meetings of the Committee shall be called by the Chairman thereof upon not less than 24 hours notice. Notice shall be sufficient if delivered verbally or by telefax communication or by ordinary mail and shall be held at such place as the Chairman may designate in the notice. A quorum of the Committee shall consist of a majority of the members of the Committee then constituting the Committee. The Committee shall act and adopt and/or authorize all action by a majority vote of its members present at a meeting or upon the unanimous written consent of all of the members of the Committee then constituting the Committee. Minutes of each meeting will be duly filed in the Company records.

IV. COMMITTEE DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

1. Review and, as appropriate, discuss with Management and the Board the objectives, philosophy/strategy, structure, cost and administration of the Company's executive compensation and employee benefit policies and programs. In making such review, the Committee shall consider peer group compensation comparisons.

2. No less than annually, review and approve, with respect to the CEO and the other officers designated as Section 16 officers for purposes of the Securities Exchange Act of 1934 ("Other Executive Officers"), (a) all elements of compensation, (b) incentive compensation targets, (c) any employment agreements, severance agreements and change in control agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits, including special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s Executive Officers. In making such review with respect to the CEO, the Committee shall consider and approve corporate goals and objectives relevant to the compensation of the CEO and evaluate the performance of the CEO in light of accomplishment of the prior year's goals and objectives. The Committee, in connection with its responsibilities contemplated by this paragraph, shall have the further authority to negotiate and enter into employment agreements with the executive officers of the Company and any amendments to such agreements and to determine compensation including bonuses and compensation arising out of such agreements and otherwise.

3. Review and recommend compensation for non-employee members of the Board, including but not limited to the following elements: retainer, meeting fees, committee fees, committee chair fees, equity or stock compensation, benefits and perquisites.

4. Make recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans, including stock option and restricted stock plans, employee stock purchase plans and other major long-term incentive plans, applicable to directors, executives and/or non-executive employees of the Company.

5. Make and approve stock option grants and other discretionary awards under the Company’s stock option or other equity incentive plans to all persons who are Board members or Executive Officers. Grant stock options and other discretionary awards under the Company’s stock option or other equity incentive plans to all other eligible individuals in the Company’s service. The Committee may delegate to one or more corporate officers designated by the Committee the authority to make grants to eligible individuals (other than any such corporate officer) who are not Executive Officers, provided that the Committee shall have fixed the price (or a formula for determining the price) and the vesting schedule for such grants, approved the form of documentation evidencing such grants, and determined the appropriate number of shares or the basis for determining such number of shares by position, compensation level or category of personnel. Any corporate officer(s) to whom such authority is delegated shall regularly report to the Committee the grants so made. Any such delegation may be revoked at any time by the Committee.

6. Amend the provisions of the Company’s stock option or other equity incentive plans, to the extent authorized by the Board, and make recommendations to the Board with respect to incentive compensation and equity-based plans. Approve the foregoing for submission to the shareholders.

7. Recommend to the Board for its approval a succession plan for the CEO developed by Management and approved by the Committee, addressing the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business.

8. Review programs created and maintained by Management for the development and succession of Other Executive Officers and any other individuals identified by Management or the Committee.

9. Review the establishment, amendment and termination of employee benefits plans, recognizing that certain authority to amend the plans may be delegated to Members of Management in the plans. Review employee benefit plan operations and administration, recognizing that certain authority related to the operation and administration of the plans may have been delegated to members of Management.

10. Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Committee's purpose or that is otherwise consistent with this Charter, the Company’s Bylaws and governing law that the Committee or the Board deems necessary or appropriate.

11. Review the Committee Charter from time to time and recommend any changes to the Board.

12. Notwithstanding the foregoing, any action of the Committee, other than the grant of stock options or other discretionary awards under the Company’s stock option or other equity incentive plans, may be subject to Board review and may be revised, modified or rescinded by the Board.