Nominees for Election to Board of Directors

Mr. Douglas T. Brown, Spherix Incorporated Board Member since 2004, is Senior Vice President and Manager of the Corporate Banking Government Contracting Group for PNC Bank N.A., Washington, DC.  Mr. Brown has been with PNC and its predecessor bank, Riggs Bank, since 2001 and previously worked for Bank of America, N.A. and its predecessor banks for 16 years as a Loan Officer, as well as a manager of Loan Officers throughoutin the Mid-Atlantic and New England.region.  Subsequent to 1990, the majority of Mr. Brown’s customers were companies that provided services to the Federal Government and State governments.  Mr. Brown holds a B.A. degree in Political Science from American University and a graduate degree from The Stonier Graduate School of Banking at the University of Delaware.  He is not now, nor has he been for the past five years, a director of a public, for-profit company other than Spherix.

Mr. A. Paul Cox, Jr., PE, CMC, Spherix Incorporated Board Member since 2004 and elected Chairman of the Board in 2007, brings bothsales, information technology and general corporate management experience to Spherix.  He holds a B.E.S. in Electrical Engineering and an M.S. in Management Science, both from The Johns Hopkins University.  Mr. Cox began his career designing special purpose digital computers, forearning three patents from the Westinghouse Underseas Division, where he remained for seven years.  AdvancingHe joined IBM Corporation, advancing through technical assignments, he achievedachieving increasing management responsibility in information systems, technical services and sales promotion, serving 13 years at IBM, 10 years atpositions, and becoming Regional Marketing Rep and then Marketing Unit Manager.  Mr. Cox became President, CEO, and Board Member of Data Systems Corporation as President and CEO, and then asfor nine years until selling the company to a division of ADP.  He became Chairman and CEO of the Codema Corporation.Corporation, a management consulting company.  He was then recruited by Standard Register as its Corporate Vice President and General Manager.Manager of their business and equipment division.  Now Principal of his own Asset Protection Company, Mr. Cox has served on various educational, industrial, civic and charitable boards.  He is not now, nor has he been for the past five years, a director of a public, for-profit company other than Spherix.

Mr. George C. Creel,Dr. Claire L. Kruger was elected to the Spherix Incorporated Board Member since 2004,of Directors in August 2007, and was also elected Chief Executive Officer and Director of Health Sciences at that time.  Dr. Kruger received his Bachelorher Ph.D. in Toxicology from Albany Medical College, and her B.S. in Biology from Clarkson College.  With more than 20 years of Engineering degreeconsulting experience, her primary areas of expertise are in Mechanical Engineering from The Johns Hopkins Universityfoods, consumer products and pharmaceuticals, where she provides scientific, regulatory, and strategic support to clients in Baltimore, Maryland, in 1955. Except forboth the US and international regulatory arenas.  Dr. Kruger has conducted toxicity evaluations of foods and food contaminants, as well as health risk assessments and exposure assessments of drugs, cosmetics, and pesticides.  Her clients include food, drug, and dietary supplement manufacturers, agricultural producers, biotechnology companies, trade associations, and law firms.  In her role as a brief tour on active dutyconsultant, Dr. Kruger has been involved in the U.S. Army Corpssafety evaluation of Engineers, he spent his full-time working careera variety of consumer products, providing oversight of product compliance with the Baltimore Gascurrent and Electric Company (BGE). There, Mr. Creel rose from Junior Engineer to Chief Mechanical Engineer, to Executive Vice Presidentemerging scientific and Acting Chief Operating Officer until his retirement from BGE in 1997. His general management experience, including strategic planning and focusing on performance management, brings added strength to Spherix. He specializes in leadership development, executive coaching, strategic planning, and performance management. Mr. Creel serves on advisory boards for several engineering schools. Heregulatory guidance.  She is not now, nor has heshe been for the past five years, a director of a public, for-profit company other than Spherix.

Dr. Gilbert V. Levin founded Spherix Incorporated in 1967 and has been Chair, President and/or Chief Executive Officerserved the Company in a variety of capacities since incorporation.  He currently serves as ChairmanDirector of the BoardScience and Executive Officer for Science.Technology.  Dr. Levin previously served in the public health departments of Maryland, California, and the District of Columbia and, subsequently, as a research scientist and corporate official.  Among his inventions are low-caloric sweeteners; biological nutrient removal (BNR) for municipal wastewater, rapid detection and identification of microorganisms; and the Labeled Release life detection experiment that landed on Mars in 1976 aboard NASA’s Viking Mission.  He holds a Bachelor’s, Master’s, and a Ph.D., all from The Johns Hopkins University, where he also served on its Board of Trustees and presently serves on its National Advisory CouncilsCouncil for the Whiting School of Engineering and the Sheridan Libraries.Engineering.  He is not

3

now, nor has he ever been, a director of a public company other than Spherix.  HeDr. Levin has not worked for any company other than Spherix for the past 38 years.

Mrs. M. Karen Levin severed as a Vice President of Spherix Incorporated until her retirement on January 4, 2006, and is an original member of the Board of Directors. Mrs. Levin led Spherix’s public relations information

3

efforts and coordinated proposals for government and commercial business development. She served as Director of the Company’s Information Services Division for 25 years, while it grew into a major sector spawning the Government and Commercial Information branches. Previously, Mrs. Levin was a science and medical reporter and writer for the Washington Bureau of Newsweek magazine. She also served as a writer and public information consultant to the National Institute of Mental Health. She joined the Company in 1968, a year after its founding. Mrs. Levin holds a B.A. in English from Vassar College. Mrs. Levin is the wife of Dr. Levin. She has worked for no other company since 1968, nor has she been a director of any other public company.

Mr. Richard C. Levin joined the Company in 1991 as Business Manager. Mr. Levin progressed through various executive positions within the Company and served as the CFO and Vice President for Administration during 2002. In February 2003, Mr. Levin was promoted to the position of Interim President of the InfoSpherix Division. In September 2004, Mr. Levin was appointed Acting CEO and President and, in February 2005 was elected CEO and President. Prior to joining Spherix, he was the General Manager of the Catalyst Research Division of the Mine Safety Appliances Company. Mr. Levin holds a B.S. in business administration from the University of Baltimore and is a C.P.A. in the State of Maryland. Mr. Levin is the nephew of Dr. and Mrs. Levin. He was elected to the Board of Spherix in May 2005. Mr. Levin is not now, nor has he been for the past five years, a director of a public company other than Spherix.1967.

Dr. Robert A. Lodder, Spherix Incorporated Board Member since 2005, is the Director of the Analytical Spectroscopy Research Group of the Advanced Science and Technology Center at the University of Kentucky.was elected President in August 2007.  He is currentlyserved as a Professor of Pharmaceutical Sciences at the College of Pharmacy, University of Kentucky Medical Center, and holds joint appointments in the Department of Electrical and Computer Engineering, and the Division of Analytical Chemistry of the Department of Chemistry at the University of Kentucky.  Dr. Lodder received his B.S. degree cum laude in Natural Science in 1981, and his M.S. in Chemistry in 1983 from Xavier University, Cincinnati, OH in 1981.Ohio.  He received his Ph.D. in Analytical Chemistry in 1988 from Indiana University.  He was a founder of InfraReDx, Inc. in 1998 and Prescient Medical, Inc. in 2004.  Neither of these companies are public, and they do not engage in business with Spherix.  He is not now, nor has he been for the past five years, a director of a public, for-profit company other than Spherix.

Mr. Aris Melissaratos was elected to the Spherix Board of Directors in February 2008.  He currently serves as Senior Advisor to the President of Johns Hopkins University with responsibilities for technology transfer, corporate partnerships, and enterprise development.  From 2003 to 2007, he served as Secretary of Business and Economic Development for the State of Maryland, driving the state’s unemployment figures to an impressive 3.6% and positioning Maryland for leadership in the emerging “knowledge economy.”  He worked for Westinghouse Electric Corporation for 32 years, culminating as the corporation’s Chief Technology Officer and Vice President for Science and Technology, responsible for running Westinghouse’s research and development functions.  He also served as the Chief Operations Officer for the company’s Defense Electronics Group, where he was responsible for managing 16,000 employees (9,000 engineers) and $3.2 billion dollars of sales.  After Westinghouse, he became Vice President of Thermo Electron Corporation and CEO of its Coleman Research Corporation and Thermo Information Solutions subsidiaries.  He formed Armel Scientifics, LLC, which invested in over 30 start-up companies in Life Sciences and Advanced Technology.  He holds a B.E.S. in electrical engineering from The Johns Hopkins University, a Master of Science in engineering management from George Washington University, and has completed the program for Management Development at the Harvard University School of Business.  He completed the course work for a Ph.D. in International Politics at the Catholic University of America but did not complete the dissertation.  He is not now, nor has he been for the past five years, a director of a public for-profit company other than Spherix.

Dr. Robert J. Vander Zanden, Spherix Incorporated Board Member since 2004, having served in two Vice President positions with Kraft Foods International, brings a long and distinguished career in technical and business aspects of the food science industry to Spherix.  Dr. Vander Zanden holds a Ph.D. in Food Science from Kansas State University, and an M.S. and B.S. in Chemistry, the latter from the University of Wisconsin – Platteville, where he was named a Distinguished AlumAlumnus in 2002.  In his 30-year career, that spans more than 30 years, he has been with ITT Baking Company as a Product Development Scientist;Scientist, with Ralston Purina as Manager of Dietary Foods R&D;&D, with Keebler as Group Director, Product and Process Development; andDevelopment, with GrupoGroup Gamesa, a Frito-Lay Company, as Vice President, Technology.Technology, with Nabisco, as Vice President of R&D for their International Division and with the acquisition of Nabisco by Kraft Foods, he became the Vice President of R&D for Kraft’s Latin American Division.  Dr. Vander Zanden retired from Kraft Foods in 2004.  He currently holds the title of Adjunct Professor and Lecturer in the Department of Food Science and Human Nutrition at Clemson University, where he teaches a course in New Product Development.  His focus on achieving product and process innovation through training, team building and creating positive working environments has resulted in his being recognized with many awards for product and packaging innovation.  Dr. Vander Zanden retired from Kraft Foods in 2004. Currently, he is adjunct assistant professor and lecturer in the Department of Food, Science, and Human Nutrition at Clemson University. He is not now, nor has he been for the past five years, a director of a public, for-profit company other than Spherix.

The Board of Directors has determined that each of Messrs. Brown, Cox, Creel, Lodder,Melissaratos, and Vander Zanden, constituting a majority of the Nominees, are independent Directors within the meaning of the applicable NASD rules.

The by-laws provide that a Stockholder of the Company entitled to vote for the election of Directors may nominate persons for election to the Board of Directors by providing written notice to the Secretary of the Company not less than 10 and not more than 30 days prior to the Annual Meeting.  Such notice shall include (i) the name and address of the Stockholder and of each person to be nominated, (ii) a representation that the Stockholder is a holder of record of stock of the Company entitled to vote at such Meeting and intends to appear in person or by proxy at the Meeting to nominate each person specified, (iii) a description of all understandings between the Stockholder and each nominee and other person (naming such person) pursuant to which the nomination is to be made by the Stockholder, (iv) such other information regarding each nominee as would be required to be included in a proxy

4

statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated by the Board of Directors and (v) the consent of each nominee to serve as a Director of the Company if so elected.  The Chairman of the Meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

4

Each independent Director was paid an annual retainer of $2,000 and fees of $1,200 for each Meeting of the Board and each in-person Committee Meeting he or she attended that did not coincide with a Board Meeting. In April 2006, each of the independent Directors was granted options for 5,000 shares of Common Stock. Non-independent Directors are not paid for their services as Directors, nor do they receive options for their service as Directors.

No Director serves as a director of any other publicly-held company.  There is not and has not been for the previous two fiscal years any relationship between the Company and any company in which any Director has a 1% or greater interest.

Board of Directors and Committee Meetings in Board Year 2005-20062007-2008

The Company’s Board of Directors held four (4)three (3) regular meetings from May 12, 2005,31, 2007, to April 28, 2006,11, 2008, all of which were attended by all members.  In addition, there were four (4)two (2) special meetings three of which were attended by all members, and the other of which was attended by all members except Mr. Brown.members.  The Board of Directors has six (6)five (5) Committees:  Audit, Compensation & Benefits, Executive, Nominating, Science & Technology, and Strategic Planning.  The Committees generally meet quarterly.

The Audit Committee members during this time period were Mr. Brown, Chair; Mr. Cox, and Mr. George Creel.  Upon Mr. Creel’s resignation from the Board on February 25, 2008, he was replaced by Dr. Vander Zanden.  The Committee has authority to review the financial records of the Company, deal with its independent auditors, recommend to the Board policies with respect to financial reporting, and investigate all aspects of the Company’s business.  There were four (4) Audit Committee meetings, all of which were attended by all members.  The Audit Committee Charter is available on the Company’s website at www.spherix.com.  Each member of the Audit Committee satisfies the independence requirements and other established criteria of the NASD and the Securities and Exchange Commission.  The Board of Directors believes that, while the members of its Audit Committee have substantial financial and management experience and are fully qualified to carry out the functions of the Audit Committee, none of its members meets the requirements of an audit committee financial expert as defined in the Securities and Exchange Commission rules.

The Compensation & Benefits Committee oversees the Company’s executive compensation and recommends various incentives for key employees to encourage and reward increased corporate financial performance, productivity and innovation.  Its members during this time period were Dr. Vander Zanden, Chair; Mr. Cox, and Mr. Creel.  Upon Mr. Creel’s resignation from the Board on February 25, 2008, he was replaced by Mr. Melissaratos.  There were four (4)two (2) meetings, allboth of which were attended by all Committee Members.  The Compensation Committee Charter is available on the Company’s website at www.spherix.com.

The Executive Committee may act on behalf of the Board of Directors on matters requiring action in the interim between meetings of the full Board.  Its members during this time period were Mr. Cox, Chair; Dr. Levin, Chair; Mr. Brown,Kruger, and Mr. Levin. No meetings wereDr. Lodder.  One (1) meeting was held by this Committee.Committee and was attended by all members.

The Nominating Committee recommends to the Board, for adoption by the Board, the proposed Board for election by the Stockholders.  Its members during this time period were Mr. Creel, Chair; Dr. Lodder, and Dr. Vander Zanden, who held one (1) meeting.two (2) meetings.  Upon Mr. Creel’s resignation from the Board on February 25, 2008, he was replaced by Mr. Melissaratos.  The Nominating Committee Charter is available on the Company’s website at www.spherix.com.  The Nominating Committee does not have any formal minimum qualifications for Director candidates.  The Nominating Committee identifies candidates by first evaluating current members of the Board who are willing to continue in service.  If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Nominating Committee then identifies the desired skills and experience of a new candidate(s).

Among other factors, when considering a prospective candidate, the Nominating Committee considers a candidate’s business experience and skills, science and technology attributes pertinent to Company business, personal integrity and judgment, and possible conflicts of interest.  To date, the Nominating Committee has not utilized the services of any search firm to assist it in identifying Director candidates.  The Nominating Committee’s policy is to consider Director candidate recommendations from its Stockholders which are received no later than December 31 prior to any Annual Meeting, including confirmation of the candidate’s consent to serve as a Director.  Upon receipt of such a recommendation, the Nominating Committee will solicit appropriate information about the candidate in order to evaluate the candidate, including information that would need to be described in the Company’s Proxy Statement if the candidate were nominated.  Candidates recommended by Stockholders will be evaluated on the same basis as other candidates.

The Science & Technology Committee’s mission is to carry out inquiries into matters in science and technology with which the Company ought to be concerned, including the Company’s new science and advanced

5

technology programs, major internal projects, interactions with academic and independent research organizations, and the acquisition of technologies. Its members during this time period were Dr. Lodder, Chair; Dr. Levin, and Dr. Vander Zanden. Two meetings of this Committee were held and were attended by all members.

The Strategic Planning Committee uses the experience and expertise of its members to assist the Board of Directors by presenting for approval strategic long-term plans for our businesses.  Its members during this time period were Mr. Brown, Chair; Mr. Cox, Chair;Mr. Creel, Dr. Kruger, Dr. Levin, Mr. Levin,Dr. Lodder, and Dr. Vander Zanden.  Upon Mr. Creel’s resignation from the Board on February 25, 2008, he was replaced by Mr. Melissaratos.  Two meetings of this Committee were held and were attended by all members.

Any Stockholder may communicate in writing by mail at any time with the entire Board of Directors or any individual Director (addressed to “Board of Directors” or to a named Director), c/o Spherix Incorporated, ATTN:  K. Brailer, 12051 Indian Creek Court, Beltsville,6430 Rockledge Drive, Westmoreland Bldg. #503, Bethesda, MD 20705,20817, or via e-mail at info@spherix.com.  All communications will be promptly relayed to the appropriate Directors.  The Corporate Secretary will coordinate all responses.

It is the policy of the Board of Directors that its members are encouraged to attend the Annual Meeting.  The 20052007 Annual Meeting was attended by all Directors.

The Company has adopted a worldwide Code of Ethics, which is available on the Company’s website at www.spherix.com.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth the shares of Common Stock beneficially owned by all Executive Officers and Directors as a group as of April 28, 2006. Except for Dr. Levin, Chairman of the Board and Executive Officer for Science, and Mrs. Levin, Director and former Vice President, no person is known by the Company to own beneficially more than 5% of the outstanding Common Stock. The ownership of Dr. and Mrs. Levin is detailed below.

Beneficial Ownership of Common Stock by Executive Officers and DirectorsCorporate Governance

*                 Less than 1%The Audit Committee members during 2007 were Mr. Brown, Chair; Mr. Cox, and Mr. Creel.  Upon Mr. Creel’s retirement from the Board on February 25, 2008, Dr. Vander Zanden was appointed to the Audit Committee.  The Audit Committee Charter is available on the Company’s website at www.spherix.com.  Each member of the outstanding shares of Common StockAudit Committee satisfies the independence requirements and other established criteria of the Company.

(1)          Includes 1,600 shares held jointly with M. Karen Levin.

(2)          Included inNASD and the number of shares beneficially owned by G.V. Levin, M.K. Levin, R.C. Levin, D.T. Brown, A.P. Cox, G.C. Creel, R.J. Vander Zanden, R.A. Lodder, R.L. Clayton, J.T. Lowe,Securities and All Executive Officers and Directors as a Group are 227,750, 60,000, 117,500, 7,500, 7,500, 7,500, 7,500, 5,000, 2,500, 2,500, and 445,250 shares, respectively, which such persons have a right to acquire within 60 days pursuant to stock options.

As of April 28, 2006, Dr. Levin, Chairman of the Board and Executive Officer for Science, and Mrs. Levin, Director and former Vice President, 3180 Harness Creek Road, Annapolis, Maryland, beneficially owned in the aggregate 2,733,457 shares of Common Stock (19.4% of the 14,074,556 outstanding shares(1)). Dr. Levin and Mrs. Levin

(1) Includes 496,200 shares which could be acquired pursuant to stock options or warrants within 60 days.

6

are husband and wife. As principal Stockholders of the Company, they are considered control persons with respect to the Company.

All Directors and Executive Officers as a group, as beneficial owners of 2,904,855 shares of Common Stock, owned 20.6% of the 14,074,556 outstanding shares(1). With the exception of Cede & Co., the holder of record for certain brokerage firms and banks, no other person is known by the Company to own beneficially more than 5% of the outstanding Common Stock of the Company.

In February 2001, theExchange Commission.  The Board of Directors adoptedbelieves that, while the Rights Agreement (the “Agreement”). The Agreement provides each Stockholdermembers of record a dividend distribution of one “right” for each outstanding shareits Audit Committee have substantial financial and management experience and are fully qualified to carry out the functions of the Company’s Common Stock. Rights become exercisable at the earlier of ten days following:  (1) a public announcement that an acquirer has purchased or has the right to acquire 10% or more of the Company’s Common Stock, or (2) the commencement of a tender offer which would result in an offeror beneficially owning 10% or more of the outstanding Common Stock of the Company. All rights held by an acquirer or offeror expire on the announced acquisition date, and all rights expire at the close of business on December 31, 2010. Each right entitles a Stockholder to acquire, at a stated purchase price, 1/100 of a share of the Company’s preferred stock, which carries voting and dividend rights similar to one shareAudit Committee, none of its Common Stock. Alternatively, a right holder may elect to purchase formembers meets the stated pricerequirements of an equivalent number of shares of the Company’s Common Stock at a price per share equal to one-half of the average market price for a specified period. In lieu of the stated purchase price, a right holder may elect to acquire one-half of the Common Stock available under the second option. The purchase price of the preferred stock fractional amount is subject to adjustment for certain eventsaudit committee financial expert as describeddefined in the Agreement. At the discretion of a majority of the BoardSecurities and within a specified time period, the Company may redeem all of the rights at a price of $0.001 per right. The Board may also amend any provisions of the Agreement prior to exercise.Exchange Commission rules.

Executive Officers

The Executive Officers of the Company are elected annually by the Board of Directors. The Executive Officers of the Company as of April 28, 2006,Directors and are listed in the following table.

Executive Officers as of April 28, 2006

Dr. Levin’sDrs. Kruger and Richard Levin’sLodder’s professional experience are discussed above.

Mr. Robert L. Clayton was elected to the Office of Interim CFO in August 2007, and  was elected Director of Finance and Treasurer in May 2005.  Mr. Clayton previously served as Controller.  Prior to joining Spherix, he was a Senior Auditor for the Public Accounting Firmpublic accounting firm Rubino & McGeehin Chartered.  Mr. Clayton holds a B.S. in business and management from the University of Maryland and a C.P.A. from the District of Columbia.  He is not now, nor has he been for the past five years, a director of a public, for-profit company other than Spherix.

Compliance with Section 16(a) of the Exchange Act

Mr. Jeffrey T. Lowe was elected to

Section 16(a) Beneficial Ownership Regarding Compliance

Section 16(a) of the OfficeSecurities Exchange Act of Vice President of Corporate Communications in May 2005. Mr. Lowe previously served1934, as Director of Communications,amended (the “Exchange Act”), requires the Company’s Directors and prior to that (in reverse chronological order): Director of ProposalsExecutive Officers, and Publications, Proposal Manager, and Proposal Writer. During his employment, Mr. Lowe has been principally responsible for the production, quality, and outputanyone who beneficially owns ten percent (10%) or more of the Company’s proposals,common stock, to which virtually allfile with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock.  Such persons are required by regulations of the Company’s current revenue-generating contracts owe their existence. PriorSecurities and Exchange Commission to joining Spherix, Mr. Lowe had careers as a journalist and a marine engineer. Mr. Lowe holds a B.A. in Journalism fromfurnish the UniversityCompany with copies of Maryland and a dual B.S. in Marine Engineering and Nautical Science from the United States Merchant Marine Academy. He is not now, nor has he been for the past five years, a director of a public, for-profit company other than Spherix.all Section 16(a) forms they file.

76

goals as determined by the Board. Stock options relate a significant portion of long-term remuneration directly to stock price appreciation realized by all of the Company’s Stockholders.

Base Salary - Base salaries for the Company’s Executive Officers, as well as changes in such salaries, are determined annually, taking into account such factors as competitive industry salaries, a subjective assessment of the nature of the positionCertain Relationships and the contributionRelated Transactions, and experience of the Officer and the length of the Officer’s service.

Annual Review – Executive Officers’ performances are reviewed annually by the Compensation Committee.

Annual Bonus – Bonuses are awarded to Executive Officers for achieving established performance goals.

Stock Options - The final component of the Company’s Executive compensation program is the grant of stock options. The number of options granted is based on each Executive’s individual performance, level of responsibility, and the Company’s performance. The Compensation Committee recommends such awards to the Board for action. Stock options are used as incentives to motivate the key managers of the Company’s operations as well as Company Executive Officers, and to induce the Executives to remain in the employment of the Company. Accordingly, the Compensation Committee permits stock options to be exercisable with tenure requirement.

On February 17, 2005, Richard C. Levin, acting CEO and President, was elected to the position of Chief Executive Officer and President of the Company at an annual salary of $187,000. Effective January 1, 2006, Mr. Levin’s annual salary was increased to $190,000. In April 2006, he was issued options for the purchase of 8,000 shares of the Company’s common stock under the 1997 Stock Option Plan. Also in April 2006, Mr. Levin was awarded a bonus of $10,000. Both the stock option grant and the bonus were awarded in conjunction with performance goals achieved during the year ended December 31, 2005.

This report is submitted by the Compensation Committee of the Board of Directors:

Compensation Committee Interlocks and Insider ParticipationDirector Independence

The Compensation Committeecurrent Board of Spherix during the fiscal year ended December 31, 2005, consistedDirectors consists of Mr. Douglas T. Brown, Mr. A. Paul Cox, Jr., Dr. Claire L. Kruger, Dr. Gilbert V. Levin, Dr. Robert A. Lodder, Jr., Mr. Aris Melissaratos, and Dr. Robert J. Vander Zanden.  The Board of Directors has determined that a majority of its members, being Messrs. Brown, Cox, Melissaratos, and Vander Zanden, Chair; Mr. Cox, and Mr. Creel. None of these individuals has served as an Officer or employeeare independent Directors within the meaning of the Company nor is there any other relationship between any memberapplicable NASD rules.  The Company’s Audit, Compensation, and Nominating Committees consist solely of the Compensation Committee and the Company which is required to be disclosed under applicable proxy regulations.independent Directors.

Report of the Audit Committee Report

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

During fiscal year 2005,2007, in overseeing the preparation of the Company’s financial statements, the Audit Committee met with both management and the Company’s outside auditors to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues.  Management advised the Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Committee discussed the statements with both management and the outside auditors.  The Committee’s review included receipt of written disclosures and letters from the outside auditors as well as a discussion with the outside auditors of matters required pursuant to Statement on Auditing Standards No. 61 (Communication With Audit Committees).

With respect to the Company’s independent auditors, the Committee, among other things, discussed with the auditors matters relating to their independence, including the disclosures made to the Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

11