PURPLE COMMUNICATIONS, INC. COMPENSATION COMMITTEE CHARTER

The Compensation Committee is appointed by the Board of Directors (the "Board") of Purple Communications, Inc. to assist the Board in fulfilling its responsibilities with respect to the compensation of the officers and employees of Purple Communications, Inc. and its subsidiaries (collectively, the "Company"). The Compensation Committee"s duties and responsibilities are to:

* administer the employee benefit plans of the Company designated for such administration by the Board;

* establish the compensation of the Company"s Chief Executive Officer (subject to the terms of any existing employment agreement);

* with input from the Company"s Chief Executive Officer, establish or recommend to the Board the compensation of the Company"s other executive officers (subject to the terms of any existing employment agreement); and

* monitor the Company"s overall compensation policies and employment benefit plans.

Pursuant to this Charter:

1. THE COMMITTEE

The Compensation Committee:

* shall consist of not less than two members of the Board, the exact number to be established by the Board from time to time;

* shall consist solely of individuals who meet the independence standards set forth in the listing standards applicable to the Company; and

* shall consist solely of members who are appointed by, and who may be removed by, the Board.

2. SCOPE

The Committee serves at the pleasure of the Board.

3. ADDITIONAL AUTHORITY.

The Compensation Committee shall have the authority, in its discretion, to retain outside counsel and other advisors.