NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF

DIRECTORS CHARTER

Organization

Thereshallbeacommitteeoftheboardofdirectors(the“Board”)ofRegTechnologiesInc.

(“Reg”)knownastheNominatingandCorporateGovernanceCommittee(the“Committee”).This

charter shall govern the operations of the Committee.

Membership and Qualifications

ThemembershipoftheCommitteeshallbeappointedbytheBoardandshallconsistofatleast

two directors.

EachmemberoftheCommitteeshallbe,whileatalltimesamemberoftheCommittee,freeof

anyrelationshipthat,intheopinionoftheBoard,wouldinterferewiththemember’sindividual

exerciseofindependentjudgmentandshallotherwisemeettheindependencerequirementsfor

serving on nominating and corporate governance committees.

TheBoardshallappointonememberoftheCommitteeaschair.Thechairshallberesponsible

forleadershipoftheCommittee,includingpreparingtheagenda,presidingoverthemeetings,

makingcommitteeassignments,preparingminutesandreportingtotheBoard.Thechairshall

also maintain regular liaison with Reg’s Chief Executive Officer.

Purpose

The primary purpose of the Committee is to:

•    identify individuals qualified to become Board members;

•    recommend director nominees for each annual meeting of Reg’s stockholders and director

nominees to fill any vacancies that may occur between meetings of stockholders;

•    be aware of the best practices in corporate governance and develop and recommend to

the Board a set of corporate governance standards to govern the Board, its committees,

the company and its employees in the conduct of the business and affairs of the company;

and

•    develop and oversee the annual Board and Board Committee evaluation process.

Authority

The Committee has the power and authority to engage and determine funding for outside counsel

orotherexpertsoradvisorsastheCommitteedeemsnecessaryorappropriatetocarryoutits

dutiesandresponsibilities.     Regshallprovideappropriatefunding,asdeterminedbythe

Committee,foranyadvisorsemployedbytheCommitteeaswellasforthepaymentofordinary

administrativeexpensesoftheCommitteethatarenecessaryorappropriateincarryingoutits

duties.

Duties and Responsibilities

TheCommitteeshallhavethepowerandauthorityoftheBoardtoperformthefollowingduties

and to fulfill the following responsibilities:

•    make recommendations to the Board regarding the size and composition of the Board;

•    consider and recruit candidates for director nominees based upon recommendations from

current outside directors, members of management, outside consultants or search firms,

and/or stockholders using the following approach:

•    the criteria for selecting new directors shall reflect the requirements of the listing standards

of the TSX Venture Exchange (or such other exchange or self-regulatory organization on

which Reg’s shares are then listed for trading) with respect to independence and the

following factors:

i.

the appropriate size of Reg’s board;

ii.

the needs of Reg with respect to the particular talents and experience of its

directors;

iii.

personal and professional integrity of the candidate;

iv.

level of education and/or business experience;

v.

broad-based business acumen;

vi.

the level of understanding of Reg’s business and the industry in which it

operates and other industries relevant to Reg’s business;

vii.

ability and willingness to commit adequate time to Board and committee

matters;

viii.

the fit of the individual’s skills and personality with those of other directors and

potential directors in building a board that is effective, collegial and responsive

to the needs of Reg;

ix.

strategic thinking and a willingness to share ideas; and

x.

diversity of experiences, expertise and background

The committee will use these criteria to evaluate potential nominees and will not evaluate

proposed nominees differently depending upon who has made the recommendation;

•    the Committee will consider proposed nominees whose names are submitted to it by

stockholders in accordance with the procedures set forth in Reg’s bylaws;

•    recommend on an annual basis a slate of director nominees for approval by the Board of

Directors and the stockholders;

•    review the appropriate committee structure of the Board and recommend to the Board for

its approval directors to serve as members of each committee.The Committee shall

review and recommend committee slates annually and shall recommend additional

committee members to fill vacancies as needed;

•    review, at least annually, Reg’s corporate governance standards and recommend changes

to the Board as deemed necessary;

•    generally advise the Board on emerging corporate governance matters for incorporation

into Reg’s policies and procedures;

•    develop, implement and administer an annual Board and Board Committee evaluation

process;

•    perform any other activities consistent with this Charter, Reg’s Articles and governing law

as the Committee or the Board deem appropriate;

•    undergo an annual review of the performance of the Committee pursuant to the process

established as set forth above;

•    where appropriate, retain (without need for further Board approval) and consult with such

independent advisors as the Committee may deem necessary or appropriate in connection

with fulfilling the responsibilities and duties of the Committee;

•    meet as often as its members deem necessary to perform the Committee’s duties and

responsibilities;

•    report regularly to the Board with regard to action taken by the Committee and any issues

that may arise in the course of the discharge by the Committee of its responsibilities and

duties hereunder;

•    prepare and submit the minutes of all meetings of the Committee to, and discuss the

matters discussed at each committee meeting with the Board; and

•    review and assess the adequacy of this charter annually and recommend any proposed

changes to the Board for its approval.

Delegation to Subcommittees

The Committee shall have the power and authority to delegate any of its duties and

responsibilities to subcommittees as the Committee may deem appropriate in its sole discretions

Approved by the Reg Technologies Inc. Board of Directors on January 18, 2010

“John Robertson”

“Suzanne Robertson”

JOHN ROBERTSON

SUSANNE ROBERTSON

“Jennifer Lorette”

“James Vandeberg”

JENNIFER LORETTE

JAMES VANDEBERG

_____”Robert Grisar”___________

ROBERT GRISAR