**Exhibit
      99.3**





**CHARTER
      OF**


**THE
      COMPENSATION COMMITTEE OF**


**THE
      BOARD OF DIRECTORS**


**OF**


**AVANTAIR,
      INC.**


**(Revised
      September 18, 2008)**





**Statement
      of Policy**




This
      Charter governs the operations of the Compensation Committee (the “ Committee ”)
      of the
      Board of Directors (the “ Board ”)
      of
      Avantair, Inc. (the “ Company ”).
      The
      Charter shall be reviewed and reassessed, at least annually, by the Committee
      and shall be approved by the Board.




The
      purpose of the Committee is to discharge the Board’s responsibilities relating
      to compensation of the Company’s executive officers and to produce an annual
      report for inclusion in the Company’s proxy statement and other disclosure as
      required by applicable law.




**Membership**




The
      Committee shall consist of no fewer than two (2) members, each of whom is an
      independent director of the Board and shall be appointed by the Board in
      compliance with Section 3.10 of the Company’s by-laws (the “ By-Laws ”)
      at, or
      immediately following, the annual organizational meeting of the Board and shall
      serve until the later of the Board’s next annual organizational meeting or until
      his or her respective successor shall be duly elected and qualified. The Board
      of Directors shall also designate one of its members as the chairman of the
      Committee (the “ Chairman ”).




Each
      member of the Committee shall be, to the extent required by the board, (i)
      a
“non-employee director” within the meaning of Rule 16b-3 under the Securities
      Exchange Act of 1934, as amended (the “ Exchange
      Act ”)
      and
      (ii) an “outside director” within the meaning of Section 162(m) of the Internal
      Revenue Code. In addition, each member shall be “independent” within the meaning
      of the applicable listing rules of The NASDAQ Stock Market, as amended from
      time
      to time (“ NASDAQ ”). The
      composition and responsibilities of the Committee also shall comply with all
      applicable rules, regulations and guidance of the Securities and Exchange
      Commission, as amended from time to time (the “ SEC ”) .




**Meetings**




The
      Committee shall meet at least one (1) time per year and shall hold any
      additional meetings as may be called by the Chairman of the Board or the Chief
      Executive Officer (the “ CEO ”)
      of the
      Company. The Committee may meet via telephone conference calls with all members
      or act by unanimous written consent of its members. A majority of the members
      of
      the Committee shall constitute a quorum for the transaction of business. The
      Committee shall act only upon approval of a majority of its members. The action
      of the Committee at a meeting at which a quorum is present shall be the act
      of
      the Committee. Senior members of management of the Company or others may attend
      meetings of the Committee at the invitation of the Committee and shall provide
      pertinent information as necessary.




The
      Chairman shall set the agenda of each meeting and arrange for the distribution
      of the agenda, together with supporting material, to the members of the
      Committee prior to each meeting. The Committee shall keep a separate book of
      minutes of their proceedings and actions. The Chairman shall also cause a draft
      of the minutes from each meeting to be prepared and circulated to the Committee
      to ensure an accurate final record, and the minutes shall be approved at a
      subsequent meeting of the Committee and shall be distributed periodically to
      the
      Board. The Committee shall report regularly to the Board as to its activities
      and make such recommendations and findings as it deems appropriate. The
      Committee may form one or more subcommittees, each of which shall take such
      actions as shall be delegated by the Committee.




**Scope
      of Powers and Functions**




The
      Committee’s powers and functions shall, at a minimum, include the following, as
      well as any functions as shall be required of the compensation committees by
      NASDAQ Listing Standards:




1.
            to
                review and recommend to the Board approval of all compensation and
                benefit
                plans for officers and staff of the
                Company;





2.
            to
                review and approve corporate goals and objectives relevant to the
                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.





3.
            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;





4.
            to
                make recommendations to the Board with respect to incentive compensation
                plans and equity-based plans, including without limitation the Company’s
                stock options plans;





5.
            to
                administer all plans entitled to exemption under Rule 16b-3 of the
                Exchange Act, including any of the Company’s 2006 Long-Term Incentive
                Plan, stock option, restricted stock and deferred stock plans and
                grant
                stock options or other awards pursuant to such plans. The Committee
                will
                provide the Board with quarterly reports on the distribution of such
                equity awards under such plans;





6.
            to
                annually review plans for development, retention and replacement
                of key
                executives of the Company and to periodically review executive succession
                plans and executive education and development
                plans;





7.
            to
                review and recommend, upon request, direct and indirect compensation
                plans
                for the Board and the committee members;





8.
            to
                evaluate its own performance at least annually and report on such
                performance to the Board;





9.
            to
                review and approve or recommend to the Board for approval changes
                to or
                adoption of retirement plans of the Company and approve periodically
                funding guidelines developed by the Committee including any matching
                contributions under the Company’s 401(k) plan, if
                any;





10.
            to
                create and approve an annual report of the Committee to be included
                in the
                Company’s Form 10-K or proxy statement which states the Committee has
                reviewed and recommended the Compensation Discussion and Analysis
                required
                by Item 402 of Regulation S-K be included in the Company’s annual report
                on Form 10-K or the Company’s proxy statement and other disclosure as
                required by applicable law;





11.
            to
                approve employment agreements, severance agreements or change of
                control
                agreements between the Company and its senior executive officers
                and to
                have such other powers and functions as may be assigned to it by
                the Board
                from time to time; and





12.
            to
                have the sole authority to retain and terminate any compensation
                consultant or consulting firm to assist in the evaluation of director,
                CEO
                or senior executive compensation, including sole authority to approve
                the
                consultant’s fees and other retention terms. The Committee may also, at
                its discretion, engage outside legal counsel or other advisers as
                it deems
                necessary to carry out its
                functions.