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                                                                    Exhibit 99.2

                     CHARTER FOR THE COMPENSATION COMMITTEE

                            OF THE BOARD OF DIRECTORS

                                       OF

                                 TUNGSTEN CORP.

PURPOSE

The Board of Directors of Tungsten Corp. (the "Board" and the "Company,"
respectively) has established a Compensation Committee in order to review and
make recommendations to the Board regarding compensation to be provided to the
Company's directors, officers and employees and to make grants under and
otherwise administer any equity compensation plans that may be adopted by the
Board (the "Plans").

The Compensation Committee has the authority to undertake the specific duties
and responsibilities listed below and will have the authority to undertake such
other specific duties as the Board from time to time prescribes.

STATEMENT OF PHILOSOPHY

The philosophy of the Compensation Committee is to provide competitive
compensation in order to attract and retain highly qualified directors, officers
and employees.

MEMBERSHIP

Compensation Committee membership must meet the following criteria:

(a) Each member of the Compensation Committee ("Committee Member") shall
be"independent," as such term is defined by the rules and regulations of the SEC
and the Nasdaq Stock Market, including Nasdaq Rule 5605(a) and any successor
rule thereto.

(b) Each Compensation Committee member shall be an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"IRC").

(c) The Compensation Committee shall consist of a minimum of two (2)
Non-employee Directors (as such term is defined in Rule 16b-3(b)(3)(i) of the
Securities Exchange Act of 1934, as amended).

The Compensation Committee Members shall be appointed by and serve at the
discretion of the Board.

RESPONSIBILITIES

The responsibilities of the Compensation Committee shall be to:

(i) Review and approve decisions regarding the compensation of
executiveofficers, and such other employees of the Company as directed by the
Board;

(ii) Review and make recommendations to the Board regarding general compensation
goals and guidelines for the Company's employees and the criteria by which
bonuses and stock compensation awards to the Company's employees are determined;

(iii) Act as administrator of all equity compensation plans that may be adopted
by the Board(the `Plans") within the authority delegated by the Board. In its
administration of the Plans, the Compensation Committee may: (1) grant stock
options or stock purchase rights to individuals eligible for such grants
(including grants to individuals subject to Section 16 of the Securities
Exchange Act of 1934, as amended, in compliance with Rule 16b-3 thereunder); (2)
amend such stock options or stock purchase rights; and (3) take all other
actions permitted under the Plans;

(iv) Review and make recommendations to the Board with respect to amendments to
the Plans and changes in the number of shares reserved for issuance thereunder;

(v) Review and make recommendations to the Board regarding other plans that are
proposed for adoption or adopted by the Company for the provision of
compensation to employees of, directors of and consultants to the Company;

(vi) To the extent required, prepare a report to be included in the Company's
proxy statement that describes: (a) the criteria on which compensation paid to
the Chief ExecutiveOfficer for the last completed fiscal year is based, (b) the
relationship of such compensation to the Company's performance, (c) the
Compensation Committee's executive compensation policies applicable to executive
officers, and (d) the Company's policies with respect to the $1 milliondeduction
limit for certain executive compensation imposed by Section 162(m) of the IRC;
and

(vii) Authorize the repurchase of shares from terminated employees pursuant to
applicable law.

MEETINGS

It is anticipated that the Compensation Committee will meet at least twice each
year. However, the Compensation Committee may establish its own schedule, which
it will provide to the Board in advance. At a minimum of one of such meetings
annually, the Compensation Committee shall consider stock plans, performance
goals and incentive awards, and the overall coverage and composition of the
compensation package.

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MINUTES

The Compensation Committee shall maintain written minutes of its meetings, which
minutes shall be filed with the minutes of the meetings of the Board.

REPORTS

The Compensation Committee shall provide written reports to the Board of the
Company regarding recommendations of the Compensation Committee submitted to the
Board for action, and copies of the written minutes of its meetings.