Wilshire Enterprises (WOC)

Compensation Committee Report

The Compensation Committee has reviewed and discussed the information provided under the caption “Compensation Discussion and Analysis” set forth above. Based on that review and those discussions, the Compensation Committee recommended to our Board that such “Compensation Discussion and Analysis” be included in this Proxy Statement.

Eric J. Schmertz, Esq. (Chair)
Miles Berger

Compensation Committee Report

The following report is not to be deemed “soliciting material” or deemed to be filed with the Securities and Exchange Commission or subject to Regulation 14A of the Securities Exchange Act of 1934, except to the extent specifically requested by the Company or incorporated by reference in documents otherwise filed.

The Compensation Committee of the Board of Directors (the “Committee”) is composed of independent, non-employee directors. The Committee’s primary responsibility is to assist the Board in discharging its responsibilities for compensating the Company’s executives.

The goals of the Committee’s compensation policies pertaining to executive officers are to provide a competitive level of salary and other benefits to attract, retain and motivate highly qualified personnel, while balancing the desire for cost containment. The Committee believes that its compensation policies achieve these goals.

In 2004, the Compensation Committee appointed an independent consultant to provide a report discussing compensation for the Company’s management. The same independent consultant provided a report to the Compensation Committee which the Committee considered in determining compensation for 2005.

In consideration of their contributions to the Company in 2005, the Compensation Committee granted a 12,837 share stock bonus (valued at $104,622 on the grant date) to Ms. Izak, the Company’s Chairman and Chief Executive Officer, and a 9,628 share stock bonus (valued at $78,469 on the grant date) to Mr. Pryor, the Company’s President and Chief Operating Officer. Mr. Ugelow, the Company’s Chief Financial Officer, received a $50,000 cash bonus for 2005. These bonuses were consistent with the recommendations of the independent consultant.

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The Compensation Committee did not grant restricted stock awards to Ms. Izak or Mr. Pryor for 2005, since they received restricted stock awards for 2004. The Compensation Committee has established a policy of not granting additional restricted stock awards to executives until all previously granted restricted stock awards have vested.

This report shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement by reference to any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, and shall not be deemed filed under either of such acts except to the extent that the Company specifically incorporates this information by reference.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Eric J. Schmertz, Chairman

Miles Berger

Ernest Wachtel