Contract

by Astrata Group
October 14th, 2005

Exhibit 99.1 CHARTER FOR THE COMPENSATION COMMITTEE OF ASTRATA GROUP INCORPORATED PURPOSE: The purpose of the Compensation Committee of the Board of Directors (the "Board") of Astrata Group Incorporated (the "Company") shall be to discharge the Board's responsibilities relating to compensation of the Company's directors and officers. The Compensation Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company. COMMITTEE MEMBERSHIP AND ORGANIZATION: The Compensation Committee will be appointed by and will serve at the discretion of the Board. The Compensation Committee shall consist of no fewer than three members. The members of the Compensation Committee shall meet the (i) non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and (ii) the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended. COMMITTEE AUTHORITY AND RESPONSIBILITIES: o The Compensation Committee shall have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of director, Chief Executive Officer ("CEO") or executive officer compensation. The Compensation Committee shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. o The Compensation Committee, to the extent necessary or appropriate, will review and approve for the CEO and the officers of the Company (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements, and change in control agreements/provisions, and (e) any other benefits, compensation or arrangements. o The Compensation Committee, to the extent necessary or appropriate, will produce an annual report on executive compensation for inclusion in the Company's proxy statement. 1 o The Compensation Committee may make recommendations to the Board with respect to incentive compensation plans. o The Compensation Committee may form and delegate authority to subcommittees when appropriate. o The Compensation Committee shall make regular reports to the Board. o The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. o The Compensation Committee shall annually review its own performance. 2