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Purpose: The purpose of the Compensation Committee ("Committee") of the Board of Directors ("Board") of AMICAS, Inc. (the "Company") shall be to evaluate the compensation of the CEO and certain other officers of the Company and their performance relative to their compensation and assure that they are compensated effectively in a manner consistent with the compensation strategy of the Company, internal equity considerations, competitive practice, and the requirements of the appropriate regulatory bodies.

Structure and Membership: The Committee shall consist of at least three members of the Board as appointed by the Board. Each member of the Committee shall be an "independent director" as that term is defined by the applicable NASDAQ rules. The Committee shall elect a Chair by majority vote. The compensation of Compensation Committee members, if any, shall be as determined by the Board. The Board may remove members of the Committee from such committee, with or without cause.

Authority and Responsibilities:
Officer Compensation.
The Committee shall review and approve the compensation of the Company's Chief Executive Officer (the "CEO"), the Company's executive officers, and such other officers as the Board may delegate to the Committee from time to time ("Other Officers"), including salary, bonus and incentive compensation levels; deferred compensation; certain executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of officer compensation. The Committee shall meet without the presence of executive officers when approving or deliberating on CEO compensation but may, in its discretion, invite the CEO to be present during the approval of, or deliberations with respect to, other officer compensation.

Plans.
The Committee shall periodically review and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors, executive officers or Other Officers of the Company.

Director Compensation.
The Committee shall periodically review and make recommendations to the Board with respect to director compensation.

Management Succession.
The Committee shall periodically review and make recommendations to the Board relating to management succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO.

Reports.
The Committee shall prepare any reports required by any law, rule or regulation including the report required for a proxy or information statement of the Company relating to an annual meeting of security holders at which directors are to be elected or special meeting or written consents in lieu of such meeting.

Procedures and Administration:
Meetings.
The Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting and shall keep such records of its meetings as it shall deem appropriate. Any member may call a meeting upon due notice to each other member at least forty-eight hours prior to the meeting. Two members shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee.

Subcommittees.
The Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.

Reports to Board.
The Committee shall report regularly to the Board.

Charter.
The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Independent Advisors & Consultants.
The Committee shall have the authority, as it reasonably deems necessary to carry out its responsibilities and without further action by the Board, to engage independent legal, accounting and other advisors (including compensation consultants). Such independent advisors may be regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the reasonable compensation of such advisors as established by the Committee.