COMPENSATION COMMITTEE CHARTER

(CCC)

Purpose

The purpose of the Compensation Committee, hereinafter referred to as the “Compensation Committee” of the Board of Directors, hereinafter referred to as the “Board” of Northern Ethanol, Inc., hereinafter referred to as the “Company” shall be to oversee the Company’s officer and director compensation and employee benefit plans and practices, including its incentive compensation and equity-based plans, to evaluate the performance of executives and officers, to assess and develop management succession planning and to review and discuss with management the Company’s compensation discussion and analysis ("CD&A") to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC"); and to prepare the Compensation Committee Report as required by the rules of the SEC.

Section 1.

1. Compensation Committee Membership

1. The Compensation Committee shall consist of no fewer than three members. Prior to and immediately following the listing of the Company’s common stock on the NASDAQ OTC Bulletin Board, at least one of the members shall meet the independence requirements of the NASDAQ Marketplace Rules.  A majority of the members of the Compensation Committee shall meet those independence standards within 90 days of the listing and within one year of the listing, the Compensation Committee shall be fully independent.

1. The chairperson of the Compensation Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Compensation Committee, by a majority vote, may designate a chairperson.

1. Any vacancy on the Compensation Committee shall be filled by majority vote of the Board. No member of the Compensation Committee shall be removed except by majority vote of the Board.

Section 2

1. Meetings of the Compensation Committee

1. The Compensation Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than once annually. The Compensation Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

1. A majority of the members of the Compensation Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

3. The Compensation Committee may form sub Committees for any purpose that the Compensation Committee deems appropriate and may delegate to such sub Committees such power and authority as the Compensation Committee deems appropriate; provided, however,that no sub Committee shall consist of fewer than two members; and provided furtherthat the Compensation Committee shall not delegate to a sub Committee any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole.

4. The Compensation Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

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Section 3

1.  Committee Authority and Responsibilities

1. To review at least annually the goals and objectives of the Company’s executive compensation plans, and amend, or recommend that the Board amend, these goals and objectives as the Compensation Committee deems appropriate.

2. To review at least annually the Company’s executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if the Compensation Committee deems it appropriate, adopt, or recommend to the Board the adoption of, new, or the amendment of existing, executive compensation plans.
3. To evaluate annually the performance of the chief executive officer of the Company in light of the goals and objectives of the Company’s executive compensation plans, and, either as the Compensation Committee or together with the other independent directors (as directed by the Board), determine and approve, or recommend to the Board for its approval, the Chief Executive Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Compensation Committee shall consider all relevant factors, including the Company’s performance and relative stockholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given to the chief executive officer of the Company in past years. The Chief Executive Officer shall not be present at either Compensation Committee or Board level deliberations concerning his or her compensation.

1. To evaluate annually the performance of the other "executive officers" (for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) of the Company in light of the goals and objectives of the Company’s executive compensation plans, and, either as the Compensation Committee or together with the other independent directors (as directed by the board) determine and approve, or recommend to the Board for its approval, the compensation of such other executive officers. To the extent that long-term incentive compensation is a component of such executive officer’s compensation, the Compensation Committee shall consider all relevant factors in determining the appropriate level of such compensation, including the factors applicable with respect to the Chief Executive Officer.

1. To evaluate annually the appropriate level of compensation for Board and Compensation Committee service by non-employee members of the Board and recommend to the Board any changes as it deems appropriate.

6. To review and approve any severance or termination arrangements to be made with any executive officer of the Company.

7. To perform such duties and responsibilities as may be assigned to the Compensation Committee under the terms of any executive compensation plan.

8. To review perquisites or other personal benefits to the Company’s executive officers and directors and recommend any changes to the Board.

9. To review and discuss with management the Company's CD&A, and based on that review and discussion, to recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K.

10. To prepare the Compensation Committee Report in accordance with the rules and regulations of the SEC for inclusion in the Company's annual proxy statement or annual report on Form 10-K.

11. To review the description of the Compensation Committee's processes and procedures for the consideration and determination of executive and director compensation to be included in the Company's annual proxy statement or annual report on Form 10-K.

12. To annually review, discuss and develop management succession plans.

13. To review at least annually the goals and objectives of the Company’s general compensation plans and other employee benefit plans, including incentive compensation and equity-based plans, and amend, or recommend that the Board amend, these goals and objectives if the Compensation Committee deems it appropriate.

14. To review at least annually the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, in light of the goals and objectives of these plans, and recommend that the Board amend these plans if the Compensation Committee deems it appropriate.

15. To review all equity-compensation plans to be submitted for stockholder approval under the NASDAQ listing standards, and to review and, in the Compensation Committee’s sole discretion, approve all equity-compensation plans that are exempt from such stockholder approval requirement.

16. To perform such duties and responsibilities as may be assigned to the Compensation Committee under the terms of any compensation or other employee benefit plan, including any incentive-compensation or equity-based plan.

17. To administer the Company Stock Plan.

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Section 4

1. Evaluation of the Committee

1. The Compensation Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Compensation Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate.

2. The Compensation Committee shall address all matters that the Compensation Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Compensation Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Compensation Committee were adequate for the Compensation Committee to complete its work in a thorough and thoughtful manner.

3. The Compensation Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.

Section 5

1. Investigations and studies; outside advisers

1. The Compensation Committee may conduct or authorize investigations into or studies of matters within the Compensation Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.

Section 6

6.0  Role of the Chief Executive Officer

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