EXHIBIT 99.3

                           Levcor International, Inc.

                Compensation Committee of the Board of Directors

                                     Charter



I.       STATEMENT OF POLICY

The purpose of the Compensation Committee is (1) to discharge the Board of
Directors' responsibilities relating to compensation of the Company's
executives, and (2) to produce an annual report on executive compensation for
inclusion in the Company's proxy statement.

II.      COMPOSITION

The Compensation Committee shall be composed entirely of independent directors.
For purposes of the Compensation Committee, an independent director shall be one
who (a) has not been employed by the Company or an affiliate within the last
three years; (b) has not, in the past three years, accepted more than $60,000
per year in compensatory, advisory or other compensatory fees, including
political contributions, from the Company, other than in such director's
capacity as a member of the Board of Directors or a committee thereof, and does
not have a family member who has received more than $60,000 in such fees or
other compensation; (c) has not been employed by or a partner of the Company's
independent auditors and worked on the Company's audit engagement in the past
three years; (d) is not the executive officer of a charity to which the Company
has made payments equal to the greater of $200,000 or five percent of either the
Company's or the charity's gross revenues; (e) is not a relative of any
executive officer of the Company or its affiliates; (g) is not the holder of
twenty percent or more of the Company's voting securities; and (h) is not, and
has not for the past three years, employed as an executive of another entity on
whose compensation committee an executive of the Company serves upon. In


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addition to the foregoing, the members of the Compensation Committee shall meet
the applicable independence requirements that shall from time to time be
promulgated by NASDAQ, and to the extent of any conflict between the foregoing
standards and NASDAQ the standards of NASDAQ shall govern the composition of the
Compensation Committee. At least two members of the Compensation Committee shall
be "non-employee directors" as defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, and "outside directors" as defined in Section
162(m) of the Internal Revenue Code.

III.     SCOPE OF POWERS AND RESPONSIBILITIES

The Compensation Committee shall have such powers and responsibilities as may be
assigned to it by the Board of Directors from time to time; however, such
responsibilities shall, at a minimum, include the following, as well as any
applicable responsibilities as shall be required of compensation committees by
NASDAQ:

     o    to review and approve corporate goals and objectives relevant to chief
          executive officer ("CEO") compensation, and evaluate the CEO's
          performance in light of those goals and objectives, and to set the
          CEO's compensation level based on this evaluation. In determining the
          long-term incentive component of CEO compensation, the Committee
          should consider the Company's performance and relative shareholder
          return, the value of similar incentive awards to CEO's at comparable
          companies, and the awards given to the Company's CEO in past years;

     o    to review and approve corporate goals and objectives relevant to
          senior executive compensation, evaluate senior executive performance
          in light of those goals and objectives, and to set the senior
          executive compensation levels based on this evaluation;

     o    to make recommendations to the Board with respect to incentive
          compensation plans and equity-based plans, including without
          limitation the Company's 2002 Stock Option Plan; and


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     o    to administer the Company's 2002 Stock Option Plan and grant stock
          options or other awards pursuant to such plan;

     o    to evaluate its own performance at least annually and report on such
          performance to the Board and the Corporate Governance Committee;

In addition, the Compensation Committee has sole authority to retain and
terminate any compensation consultant or consulting firm to assist in the
evaluation of director, chief executive officer or senior executive
compensation, including sole authority to approve the consultant's fees and
other retention terms. The Compensation Committee may also, at its discretion,
retain independent outside counsel or other advisers to assist it in carrying
out its responsibilities.



IV.      ADMINISTRATIVE

The Compensation Committee shall meet at least once per year and shall hold any
special meetings as may be called by the Chairman of the Compensation Committee
or management. Members of senior management or others may attend meetings of the
Compensation Committee at the invitation of the Compensation Committee and shall
provide pertinent information as necessary. The Chairman of the Compensation
Committee shall set the agenda of each meeting and arrange for the distribution
of the agenda, together with supporting material, to the Compensation Committee
members prior to each meeting. The Chairman will also cause minutes of each
meeting to be prepared and circulated to the Committee Members. The Compensation
Committee may meet via telephone conference calls. A majority of The Members of
the Compensation Committee shall constitute a quorum for all purposes.


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