FLOOR
      PLAN FINANCE AGREEMENT

    


    This
      Floor Plan Finance Agreement (“Agreement”) is between AVANTAIR, INC., 4311
      General Howard Drive, Clearwater, FL 33762, Telephone: 727-539-0071, Fax:
      727-539-7007, hereinafter referred to as the "Borrower," and MIDSOUTH SERVICES,
      INC., or assigns, 800 Druid Road West, Clearwater, FL 33756, Telephone:
      727-461-0635, Fax: 727-461-0734, hereinafter referred to as the "Lender." Escrow
      agent will be INSURED AIRCRAFT TITLE SERVICE, 4848 S.W. 36th
      Street,
      Oklahoma City, OK 73179, Telephone: 800-654-4882, Fax: 405-681-9299, hereinafter
      referred to as the "Escrow Agent." 

     

     

    WHEREAS,
      the
      Borrower has certain Piaggio P-180 aircraft beginning with Serial Number 1150
      and U.S. Registration Number N176SL (Avantair Aircraft #40) that they elect
      to
      finance or remain financed pursuant to this Agreement beginning on August 1,
      2008 (“Delivery Date”). The Net Purchase Price for the Aircraft is attached as
“Attachment A”; 

    


    WHEREAS,
      Lender
      shall loan or have loaned Borrower the Net Purchase Price on the actual delivery
      date of each aircraft listed on Attachment A (“Delivery Date”) pursuant to the
      terms and conditions of this Agreement. 

    


    Now
      therefore, in consideration of the terms and conditions herein contained, the
      parties agree as follows:

    


    
      	 	
              1.

            	
              Term.
                The term of this Agreement shall commence on the Delivery Date and
                shall
                terminate three (3) months thereafter (“Initial Term”). Borrower shall
                have the sole option at the end of the Initial Term to renew this
                Agreement monthly for up to three (3) consecutive one (1) month Terms
                (“Monthly Renewal Option”). Borrower shall provide Lender with written
                notice at least fifteen (15) days in advance (with e-mail as an acceptable
                format) of its intent to extend the Agreement for each Monthly Renewal
                Option. It is expressly agreed that the terms of this Agreement shall
                apply to all Monthly Renewal Options.


            


    

     

    
      	 	
              2.

            	
              Purchase
                Price.
                On
                or before each Actual Delivery Date, Lender agrees to pay the Net
                Purchase
                Price as specified on Attachment A for the applicable aircraft via
                direct
                wire transfer to the Escrow account. Borrower shall notify Lender
                at least
                ten (10) days prior to the Actual Delivery Date of their intention
                to have
                Lender loan the Net Purchase Price for an aircraft. In addition,
                it is
                agreed between the parties that Lender shall only be required to
                loan the
                Net Purchase Price for one aircraft at a time. However, Lender agrees
                to
                loan the Net Purchase Price for each aircraft listed on Attachment
                A
                assuming that Borrower relinquishes the debt for the prior aircraft
                prior
                to Lender loaning the Net Purchase Price for the subsequent aircraft.
                

            


    

    


    
      	 	
              3.

            	
              Transaction
                Fee.
                As
                consideration for Lender providing the Net Purchase Price for any
                aircraft
                during the Term of this Agreement, Borrower agrees to pay Lender
                a monthly
                fee in the amount of Seventy Five Thousand US Dollars ($75,000.00)
                (“Transaction Fee”). The initial Transaction Fee shall be due in arrears
                one month after the Actual Delivery Date, which shall be on or about
                September 1, 2008 and shall not be contingent on whether Lender provides
                Borrower with the Net Purchase Price for any aircraft during the
                preceding
                month. In the event that Borrower does not elect to exercise the
                Monthly
                Renewal Option, Borrower shall not be responsible for the Transaction
                Fee
                following the expiration of the Initial Term. Borrower shall remit
                the
                Transaction Fee to Lender via wire transfer.


            


    

    


    
      	 	
              4.

            	
              Insurance. Borrower
                shall maintain adequate insurance on the Aircraft and provide Lender
                and
                Auburn Bank of Opelika with a Certificate of Insurance listing Auburn
                Bank
                of Opelika as lien holder and Lender as an additional insured 

            


    


    
      
         

      

      
        page
          1of
          3

        
          

        

      

      
         

      

    


    
      	 	
              5.

            	
              Title
                and Liens.
                Borrower agrees that on the Actual Delivery Date, Lender shall be
                permitted to file a lien on the aircraft securing the amount of the
                Net
                Purchase Price paid to manufacturer. On the Actual Delivery Date,
                Borrower
                and Lender may agree to allow title to transfer from Piaggio America
                to
                Avantair, Inc, instead of from Piaggio America to MidSouth Services,
                Inc.
                All liens imposed on the aircraft by Lender must be removed on or
                before
                the date that Borrower repays the Net Purchase Price to Lender so
                that
                Borrower has free and clear title to the aircraft, unless Borrower
                is in
                default by not paying the Transaction Fee after given a ten (10)
                day
                period to cure the default as set forth in Section 6
                below.

            


    

    


    
      	 	
              6.

            	
              Release
                of Liens.
                Prior to the date that Borrower repays the Net Purchase Price to
                Lender
                (“Avantair Actual Delivery Date”), Lender will place any required
                Release(s) of Lien with Escrow Agent. Borrower will place the funds
                due to
                Lender with Escrow Agent, along with the escrow closing fees. Lender
                shall
                be notified at least seven (7) days prior to the Avantair Actual
                Delivery
                Date. Lender hereby agrees to fully cooperate with Borrower and Escrow
                Agent to effect, amend, discharge and/or consent to registrations
                with
                respect to the Aircraft on the International Registry for the benefit
                of
                Borrower and/or their fractional owners. Lender also shall provide
                a
                letter of instruction to the Escrow Agent or any other person designated
                by Lender granting the person authority to release any and all liens
                on
                the aircraft that were imposed by Lender in the event of Lender’s death or
                incapacity which could preclude such release of liens.
                

            


    

    


    
      	
                     
                7. 

            	
              Default.
                Upon failure of Lender, without default by Borrower, to comply with
                the
                terms and conditions of this Agreement, Borrower may elect to cancel
                this
                agreement upon written notice to Lender, however, no breach shall
                be
                deemed to have occurred until Lender has ten (10) days to cure, which
                shall run from the date of receipt of written notice (e-mail or facsimile
                acceptable). Borrower retains the right to retain any Transaction
                Fees
                owed to Lender, not as forfeiture, but as liquidated damages for
                Borrower’s breach of this
                Agreement.

            


    

    


    
      	 	 	
              Upon
                failure of the Borrower, without default of Lender, to comply with
                the
                terms and conditions of this Agreement, Lender may elect to cancel
                this
                agreement upon written notice to Borrower, however, no breach shall
                be
                deemed to have occurred until Borrower has ten (10) days to cure,
                which
                shall run from the date of receipt of written notice (e-mail or facsimile
                acceptable). In the event of a breach by Borrower, Lender shall be
                permitted to use any adequate remedy at law to recover damages caused
                by
                the breach. Borrower also shall position blank bills of sale with
                the
                Escrow Agent so that title in the aircraft may be transferred to
                Lender in
                the event of Borrower’s material default of this Agreement.
                

            


    

    


    
      	
            	8.	
              Excusable
                Delay.
                Neither Lender nor Borrower shall be liable to each other for any
                failure
                or delay in performing any of their obligations hereunder caused
                by an act
                of God, the public enemy, strike or labor dispute, governmental regulation
                or priorities and force majeure not involving the fault or negligence
                of
                either party.

            


    

    


    
      	
            	9.	
              Assignability.
                This Agreement shall not be modified or amended except by the  mutual
                consent of the parties in writing.

            


    

    


    
      	 	
              10.

            	
              Partial
                Illegality.
                If
                any one or more provisions of this Agreement shall be found to be
                illegal
                or unenforceable in any respect, the validity, legality and enforceability
                of the remaining provisions shall not in any way be affected or
                impaired.

            


    


    
      
         

      

      
        page
          2of
          3

        
          

        

      

      
         

      

    


    


    
      	
            	11.	
              Notification.
                For the purposes of negotiating and finalizing this Agreement, any
                document, including this Agreement, transmitted by facsimile or e-mail,
                shall be treated in all manner and respects as an original document.
                The
                signature of any party on such document shall be considered for these
                purposes as an original signature. Any such document shall be considered
                to have the same binding legal effect as an original document. At
                the
                request of either party, any such document shall be re-executed by
                both
                parties in the original form. In consideration of the promises made
                and
                value received hereunder, the undersigned parties hereby agree that,
                after
                a document has been executed and transmitted by facsimile or e-mail,
                neither party shall raise the use of a facsimile or e-mail, or the
                lack of
                a document bearing an original signature, as a defense to this Agreement
                and forever waive such defense.

            


    

    


    
      	
            	12.	
              International
                Registry.
                Borrower and Lender shall comply with the Cape Town Convention Protocol
                for International Registry Regulations and Procedures regarding the
                International Registration of the Aircraft prior to closing. Each
                party
                shall bear the cost for registration of their company with the
                International Registry and any fees associated therewith.
                

            


    

    


    
      	
            	13.	
              General.

            


    

    


    
      	
            	A.	
              In
                all respects, time shall be of the essence in this
                Agreement.

            


    

     

    
      	
            	B.	
              This
                agreement shall bind and inure to the benefit of the parties hereto
                and
                their
                executors, administrators, heirs and
                assigns.

            


    

    


    
      	 	
              C.

            	
              This
                agreement may be executed in two or more counterparts, each of which
                shall
                be deemed an original and shall be effective when executed by both
                parties.

            


    

    


    
      	 	
              D.

            	
              This
                agreement supersedes all previous agreements, if any, including but
                not
                limited to the Floor Plan Finance Agreement dated by the parties
                on
                February 21, 2008, which is hereby
                terminated.

            


    

    


    Signed,
      sealed and delivered this 31st
      day of
      July, 2008.

    


    
      	
              BORROWER:

            	 	
              LENDER:

            
	
              AVANTAIR,
                INC. 

            	 	
              MIDSOUTH
                SERVICES, INC.

            
	 	 	 
	
              /s/
                Kevin Beitzel

            	 	
              /s/
                Hugh Fuller

            
	
              Signature

            	 	
              Signature

            
	 	 	 
	
              Chief
                Operating Officer

            	 	
              President

            
	
              Title

            	 	
              Title

            
	 	 	 
	
              July
                31, 2008

            	 	
              July
                31, 2008

            
	
              Date

            	 	
              Date

            


    


    
      
         

      

      
        page
          3of
          3