<PAGE>


                                  EXHIBIT 10.6
          FORM OF SUBSCRIPTION AGREEMENT FOR PREFERRED STOCK INVESTORS
                       DURING FISCAL 1998 AND FISCAL 1999


















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                             SUBSCRIPTION AGREEMENT

                  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933 (the "Act"), AS AMENDED, OR THE
                  SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN
                  RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
                  SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
                  RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
                  TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND
                  SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE
                  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
                  SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NOR
                  HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
                  THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
                  DISCLOSURE DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS
                  UNLAWFUL.

         AGREEMENT, dated as of , by and between Avitar, Inc., a Delaware
corporation (the "Company"), and the undersigned investor (the "Purchaser").

                                   WITNESSETH:

         WHEREAS, the Company is seeking to raise up to $3,000,000 from a
targeted group of potential investors;

         WHEREAS, in order to effectuate such financing, the Company is offering
(the "Offering") for sale shares of its Series B Redeemable Convertible
Preferred Stock, par value $.01 (the "Preferred Stock"), in an aggregate amount
up to $3,000,000 (the "Maximum Amount");

         WHEREAS, as hereinafter provided, a holder will be entitled to convert
one share of the Preferred Stock in to ten shares of Common Stock, and

         WHEREAS, all authorized shares of Common Stock have been issued or
otherwise committed to be issued, including without limitation to be issued upon
the conversion of the Preferred Stock into Common Stock, and

         WHEREAS, subject to the approval of shareholders, the





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Company intends to increase the authorized shares of Common Stock from 25
million to 60 million as soon as practicable, and

         WHEREAS, the Company is making the Offering pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended; and

         WHEREAS, in order to comply with the requirements of Regulation D, the
Company requires the Purchaser to make the representations, warranties and
agreements contained herein to, and for the reliance of, the Company.

          NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and subject to the terms and conditions set forth herein, the Company
and the Purchaser hereby agree as follows:

          1.   Subscription. The Purchaser, intending to be legally bound,
               hereby irrevocably agrees to purchase from the Company the number
               of shares of Preferred Stock (the "Shares") set forth on the
               signature page hereof, at a per share purchase price of the
               average closing price of ten shares of the Company's Common Stock
               for the five prior trading days (the "Offering Price"), together
               with warrant in the form attached hereto as Exhibit A with a
               right to purchase on the terms set forth therein shares of the
               Company's Common _______________________________ Stock at
               an exercise price of $________ per share. The Purchaser hereby
               acknowledges and _____________ agrees that the minimum
               subscription amount for Shares is $25,000 (subject to the right
               of the Company, in its sole discretion, to reduce such minimum
               subscription amount).

          2.   Rights and Preferences. The following rights and preferences have
               been determined by the Company for the Preferred Stock:

               a.   Voting Rights. On all matters submitted to a vote of the
                    holders of the Company's Common Stock, the holders of the
                    Preferred Stock shall be entitled to exercise one vote per
                    share of Preferred Stock.

               b.   Dividends. The holders of the Preferred Stock shall be
                    entitled to receive, at the discretion of theCompany, an
                    annual 8% cash dividend or 10% stock dividend computed on
                    the amount invested under this Subscription Agreement. Any
                    stock dividend shall be paid in shares of the Preferred
                    Stock based on the average closing price of ten shares of
                    the Company's Common Stock for the five days prior to the
                    five days before the dividend is paid. Such dividend shall
                    be payable within 90 days after the anniversary date of the
                    investment made hereunder.


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<PAGE>



               c.   Liquidation Preference. Upon any voluntary liquidation,
                    dissolution or winding-up of the Company, the holders of the
                    Preferred Stock shall be entitled to receive out of the
                    assets of the Company which remain after satisfaction in
                    full of all valid claims of creditors of the Company,
                    liquidating distributions of an amount per share equal to
                    the Offering Price. Should these liquidation distributions
                    not be paid in full, the holders of the Preferred Stock
                    shall share ratably in any distribution of assets in
                    proportion to the full respective preferential amount to
                    which they are entitled. The Company may issue shares of
                    other preferred stock which have liquidation, dividend,
                    voting, and/or redemption rights which are senior or junior
                    to, or pari passu with, the Preferred Stock.

               d.   Conversion. A holder of the Preferred Stock shall be
                    entitled, at any time prior to the close of business on any
                    date fixed for the redemption of such shares, to cause any
                    or all such shares to be converted into ten shares of the
                    Company's Common Stock for each share of Preferred Stock (
                    the "Conversion Price"), subject to the anti-dilution
                    provisions provided herein. The issuance by the Company of
                    shares of Common Stock upon any conversion of shares of the
                    Preferred Stock made at the option of the holder thereof,
                    shall be effective as of the earlier of (i) the delivery to
                    such holder or such holders' designee of certificates
                    representing the shares of Common Stock issued upon
                    Conversion thereof or (ii) the commencement of business on
                    the second business day after the surrender of the
                    certificate or certificates for the shares of Preferred
                    Stock to be converted, duly assigned or endorsed for
                    transfer to the Company (or accompanied by duly executed
                    stock powers relating thereto) as provided hereby. On or
                    after the effective date of any Conversion, the converted
                    shares of the Preferred Stock shall no longer be deemed to
                    be outstanding and all rights whatsoever with respect
                    thereto shall terminate, and the person or persons entitled
                    to receive the Common Stock issuable upon such Conversion
                    shall be treated for all purposes as the record holder or
                    holders of such shares of Common Stock. All shares of the
                    Preferred Stock upon Conversion shall be restored to the
                    status of authorized but unissued shares of preferred stock
                    without designation as to Class, and may be issued
                    thereafter. The Conversion Price shall be



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                    subject to adjustment in the event of (i) any subdivision or
                    combination of the Company's outstanding Common Stock, (ii)
                    any payment by the Company of a stock dividend to the
                    holders of the Company's Common Stock holders or holders of
                    any other of stock convertible into Common Stock, or (iii)
                    any future issue of stock or securities convertible into the
                    Common Stock of the Company at a price less than the
                    Offering Price.

               e.   Redemption. In the event that after one year of date of
                    issuance of Preferred Stock, that the average closing price
                    of ten shares of Company's Common Stock shall equal or
                    exceed 300% of the Offering Price for any twenty (20)
                    consecutive trading days prior to the notice of redemption,
                    the Company shall have the right, at any time, to redeem all
                    or any portion of, the outstanding shares of the Preferred
                    Stock, at the Offering Price. If less than all outstanding
                    shares of the Preferred Stock shall be redeemed, the Company
                    shall redeem a pro rata portion of the shares of each
                    holder. Notice of any redemption shall be sent to the
                    holders of the Preferred Stock at the address shown on the
                    books of the Company or its transfer agent by first class
                    mail, postage prepaid, mailed not less than thirty (30)
                    days' prior to the redemption date.

          3.   Payment. The Purchaser encloses herewith a check payable to the
               order of, or will immediately make a wire transfer payment to,
               "Avitar, Inc." in the full amount of the purchase price of the
               Shares being subscribed for. To request wire transfer
               instructions, please contact Jay Leatherman, Jr., Chief Financial
               Officer of the Company, at (203) 453-2126 or (781) 821-2440. Such
               funds will be held for the Purchaser's benefit, and will be
               returned promptly, without interest, penalty, expense or
               deduction if this Subscription Agreement is not accepted by the
               Company, or the Offering is terminated pursuant to its terms or
               by the Company.

          4.   Acceptance of Subscription. The Purchaser understands and agrees
               that the Company, in its sole discretion, reserves the right to
               accept or reject this or any other subscription for Shares, in
               whole or in part and in any order, notwithstanding prior receipt
               by the Purchaser of notice of acceptance of this subscription.
               The Company shall have no obligation hereunder until the Company
               shall execute and deliver to the Purchaser an executed copy of
               this Subscription Agreement. If this subscription is rejected in
               whole



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               or the Offering is terminated, all funds received from the
               Purchaser will be returned without interest, penalty, expense or
               deduction, and this Subscription Agreement shall thereafter be of
               no further force or effect. If this subscription is rejected in
               part, the funds for the rejected portion of this subscription
               will be returned without interest, penalty, expense or deduction,
               and this Subscription Agreement will continue in full force and
               effect to the extent this subscription was accepted. The Company
               reserves the right to, in its sole discretion and without notice
               to the Purchaser or any other subscribers, increase or decrease
               the Maximum Amount.

          5.   Representations, Warranties and Agreements of the Company. The
               Company hereby represents and warrants to the Purchaser, and
               covenants and agrees with the Purchaser, as follows:

               a.   The Company has been duly organized, is validly existing and
                    is in good standing under the laws of the State of Delaware.

               b.   This Agreement and the issuance of the Shares have been duly
                    authorized by the Company.

               c.   The Company is in compliance in all material respects with
                    the Federal securities laws applicable to the issuance of
                    the Shares to the Purchaser; provided, however, that in
                    making such representation and warranty, the Company is
                    relying upon the truth and accuracy of the Purchaser's
                    representations and warranties set forth in this Agreement.

               d.   The Shares, when issued upon payment of the appropriate
                    purchase price, will be validly issued, fully paid and
                    non-assessable and free from preemptive rights.

               e.   (i) The Common Stock is registered pursuant to Section 12(g)
                    of the Securities Exchange Act of 1934, as amended (the
                    "Exchange Act"), (ii) the Company files periodic reports
                    pursuant to the Exchange Act and has filed all reports
                    required to be filed thereunder and (iii) the Common Stock
                    is quoted on the NASD OTC Bulletin Board.

          6.   Representations, Warranties and Agreements of the Purchaser. The
               Purchaser hereby represents and warrants to the Company, and
               covenants and agrees with the Company, as follows:

               a.   The Purchaser understands and acknowledges that



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<PAGE>



                    none of the Shares offered by the Company pursuant to the
                    Offering are registered under the Securities Act of 1933, as
                    amended (the "Securities Act"), or any state securities
                    laws. The Purchaser understands that the offering and sale
                    of the Shares is intended to be exempt from registration
                    under the Securities Act, by virtue of Section 4(2) and/or
                    Section 4(6) thereof and the provisions of Regulation D
                    promulgated thereunder, based, in substantial part, upon the
                    representations, warranties and agreements of the Purchaser
                    contained in this Subscription Agreement.

               b.   The Purchaser and the Purchaser's attorney, accountant,
                    purchaser representative and/or tax advisor, if any
                    (collectively, the "Advisors") have received, or had made
                    available to it, copies of the following documents of the
                    Company (the "Disclosure Documents"): the Annual Report on
                    Form 10-KSB of the Company for its fiscal year ended
                    September 30, 1998, the Quarterly Report on Form 10-QSB of
                    the Company for the fiscal quarter ended December 31, 1998
                    and all other documents reasonably requested by the
                    Purchaser. The Purchaser has carefully reviewed the
                    Disclosure Documents and understands the information
                    contained therein.

               c.   Neither the Securities and Exchange Commission
                    ("Commission") nor any state securities commission has
                    approved the Shares or the Offering, or passed upon or
                    endorsed the merits of the Offering or confirmed the
                    accuracy or determined the adequacy of this Subscription
                    Agreement. This Subscription Agreement has not been reviewed
                    by any Federal, state or other regulatory authority.

               d.   The Purchaser acknowledges that all documents, records, and
                    books pertaining to an investment in the Shares have been
                    made available for inspection by such Purchaser and the
                    Advisors, if any.

               e.   The Purchaser and the Advisors, if any, have had a
                    reasonable opportunity to ask questions of and receive
                    satisfactory answers from a person or persons acting on
                    behalf of the Company concerning the Offering, the Shares
                    and the Company and all such questions have been answered to
                    the full satisfaction of the Purchasers and the Advisors, if
                    any.



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<PAGE>





               f.   In evaluating the suitability of an investment in the
                    Company, the Purchaser has not relied upon any
                    representation or other information (oral or written) other
                    than as stated in this Subscription Agreement and/or as
                    contained in the Disclosure Documents.

               g.   The Purchaser is unaware of, is no way relying on, and did
                    not become aware of the Offering of the Shares through or as
                    a result of any form of general solicitation or general
                    advertising, including, without limitation, any article,
                    notice, advertisement or other communication published in
                    any newspaper, magazine or similar media or broadcast over
                    television or radio, in connection with the Offering and is
                    not subscribing for the Shares and did not become aware of
                    the Offering through or as a result of any seminar or
                    meeting to which the Purchaser was invited by, or any
                    solicitation of a subscription by, a person not previously
                    known to the Purchaser in connection with investments in
                    securities generally.

               h.   The Purchaser has taken no action which would give rise to
                    any claim by any person for brokerage commissions, finders'
                    fees or the like relating to this Subscription Agreement or
                    the transactions contemplated hereby.

               i.   The Purchaser, together with the Advisors, have such
                    knowledge and experience in financial, tax, and business
                    matters, and, in particular, investments in securities, so
                    as to enable them to utilize the information made available
                    to them in connection with the Offering to evaluate the
                    merits and risks of an investment in the Shares and to make
                    an informed investment decision with respect thereto.

               j.   The Purchaser is not relying on the Company or any of its
                    officers, directors, employees or agents with respect to the
                    legal, tax, economic and related considerations of an
                    investment in the Shares, and the Purchaser has relied on
                    the advice of, or has consulted with, only his own Advisors
                    (if any).

               k.   The Purchaser is acquiring the Shares solely for such
                    Purchaser's own account for investment and not with a view
                    to resale or distribution



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<PAGE>




                    thereof, in whole or in part. The Purchaser has no agreement
                    or arrangement, formal or informal, with any person to sell
                    or transfer all or any part of the Shares, and the Purchaser
                    has no plans to enter into any such agreement or
                    arrangement.

               l.   The Purchaser must bear the substantial economic risks of an
                    investment in the Shares indefinitely because the Shares may
                    not be sold, hypothecated or otherwise disposed of unless
                    subsequently registered under the Securities Act and
                    applicable state securities laws or an exemption from such
                    registration is available. The Purchaser acknowledges that
                    legends shall be placed on the shares of Common Stock,
                    issued pursuant to the conversion of the Preferred Stock, to
                    the effect that they have not been registered under the
                    Securities Act or applicable state securities laws and
                    appropriate notations thereof will be made in the Company's
                    stock books. Stop transfer instructions will be placed with
                    the transfer agent of the Company.

               m.   The Purchaser has adequate means of providing for such
                    Purchaser's current financial needs and foreseeable
                    contingencies and has no need for liquidity of the
                    investment in the Shares for an indefinite period of time.

               n.   The Purchaser is aware that an investment in the Shares
                    involves a number of very significant risks and investment
                    considerations.

               o.   The Purchaser meets the requirements of at least one of the
                    suitability standards for an "accredited investor" under
                    Regulation D promulgated under the Securities Act and as set
                    forth on the Accredited Investor Certification contained
                    herein.

               p.   The Purchaser: (i) if a natural person represents that the
                    Purchaser has reached the age of 21 and has full power and
                    authority to execute and deliver this Subscription Agreement
                    and all other related agreements or certificates and to
                    carry out the provisions hereof and thereof and has adequate
                    means for providing for his or her current financial needs
                    and anticipated future needs and possible personal
                    contingencies and emergencies and has no need for liquidity
                    in the investment in the Shares; (ii) if a corporation,
                    partnership, limited liability company or



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                    partnership, association, joint stock company, trust,
                    unincorporated organization or other entity represents that
                    such entity was not formed for the specific purpose of
                    acquiring the Shares, such entity is duly organized, validly
                    existing and in good standing under the laws of the state of
                    its organization, the consummation of the transactions
                    contemplated hereby is authorized by, and will not result in
                    a violation or breach of any law, regulation, agreement to
                    which it is a party or is otherwise bound or of its charter
                    or other organizational documents; such entity has full
                    power and authority to execute and deliver this Subscription
                    Agreement and all other related agreements or certificates
                    and to carry out the provisions hereof and thereof and to
                    purchase and hold the Shares; the execution and delivery of
                    this Subscription Agreement has been duly authorized by all
                    necessary action; this Subscription Agreement has been duly
                    executed and delivered on behalf of such entity and is a
                    legal, valid and binding obligation of such entity; and
                    (iii) if executing this Subscription Agreement in a
                    representative or fiduciary capacity, represents that it has
                    full power and authority to execute and deliver this
                    Subscription Agreement in such capacity and on behalf of the
                    subscribing individual, ward, partnership, trust, estate,
                    corporation, limited liability company or partnership, or
                    other entity for whom the Purchaser is executing this
                    Subscription Agreement, and such individual, ward,
                    partnership, trust, estate, corporation, limited liability
                    company or partnership, or other entity has full right and
                    power to perform pursuant to this Subscription Agreement and
                    make an investment in the Company; and that this
                    Subscription Agreement constitutes a legal, valid and
                    binding obligation of such entity. The execution and
                    delivery of this Subscription Agreement will not violate or
                    be in conflict with any order, judgment, injunction,
                    agreement or document to which the Purchaser is a party or
                    by which it is bound.

               q.   Any information which the Purchaser has heretofore furnished
                    or furnishes herewith to the Company is complete and
                    accurate and may be relied upon by the Company in
                    determining the availability of an exemption from
                    registration under Federal and state securities laws in
                    connection with the Offering. The Purchaser will notify and
                    supply corrective information to the Company immediately
                    (and without a specific



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                    request therefor) upon the occurrence of any change therein
                    occurring prior to the Company's issuance of the Shares.

               r.   The Purchaser has significant prior investment experience,
                    including investment in non-registered securities. The
                    Purchaser has a sufficient net worth to sustain a loss of
                    its entire investment in the Company in the event such a
                    loss should occur. The Purchaser's overall commitment to
                    investments which are not readily marketable is not
                    excessive in view of his/its net worth and financial
                    circumstances and the purchase of the Shares will not cause
                    such commitment to become excessive. The investment is a
                    suitable one for the Purchaser.

               s.   No oral or written representations have been made, or oral
                    or written information furnished, to the Purchaser in
                    connection with the Offering which are in any way
                    inconsistent with the information contained herein.

               t.   The Purchaser acknowledges that, even if the Maximum Amount
                    is raised from the sale of the Shares, the net proceeds
                    thereof will provide the Company with the funds to meet only
                    its most immediate needs and that additional funds will be
                    required by the Company (with the consequent dilution of
                    value and/or ownership) through additional equity and/or
                    debt financing(s), and no assurance can be given as to the
                    availability or adequacy of terms of any such financing(s).
                    In the event that the Company does not obtain the requisite
                    funds, it may be necessary for the Company to reduce,
                    suspend or cease certain of its operations. The Purchaser
                    acknowledges that the Company intends to use the net
                    proceeds of the offering for its working capital
                    requirements.

               u.   Blue Sky Information:

                          FOR RESIDENTS OF ALL STATES:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1993, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED



                                       11
<PAGE>



UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                           FOR CONNECTICUT RESIDENTS:

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT
UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED
UNDER THE CONNECTICUT UNIFORM SECURITIES ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

                             FOR FLORIDA RESIDENTS:

IF SALES OF THESE SECURITIES ARE CONSUMMATED WITH FIVE OR MORE OFFEREES IN THE
STATE OF FLORIDA, ANY SUCH OFFEREE MAY, AT SUCH OFFEREE'S OPTION, VOID ANY
PURCHASE HEREUNDER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
MADE BY THE PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW
AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO THE PURCHASER, WHICHEVER OCCURS LATER.

                             FOR VERMONT RESIDENTS:

EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES DIRECTLY FROM THE ISSUER
OR AN AFFILIATE OF THE ISSUER SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE
WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER
PERSON WITHIN THREE BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE
SECURITIES BEING OFFERED.

          7.   Indemnification. The Purchaser hereby agrees to indemnify and
               hold harmless the Company and its officers, directors, employees,
               agents, control persons and affiliates against all losses,
               liabilities, claims, damages, and expenses whatsoever (including,
               but not limited to, any and all expenses incurred in
               investigating, preparing, or defending against any litigation
               commenced or threatened) based upon or arising out of any actual
               or alleged false acknowledgment, representation or warranty, or
               misrepresentation or omission to state a material fact, or breach
               by the Purchaser of any covenant or agreement made by the
               Purchaser herein or any other document delivered in connection
               with this Subscription Agreement.

          8    Irrevocability; Binding Effect. The Purchaser hereby acknowledges
               and agrees that the subscription hereunder is irrevocable by the
               Purchaser, except as



                                       12
<PAGE>



               required by applicable law, and that this Subscription Agreement
               shall survive the death, disability or bankruptcy, as the case
               may be, of the Purchaser and shall be binding upon and inure to
               the benefit of the parties hereto and their respective heirs,
               executors, administrators, successors, legal representatives, and
               permitted assigns. If the Purchaser is more than one person, the
               obligations of the Purchaser hereunder shall be joint and several
               and the agreements, representations, warranties, and
               acknowledgments herein shall be deemed to be made by and be
               binding upon each such person and such person's heirs, executors,
               administrators, successors, legal representatives, and permitted
               assigns.

          9.   Modification. This Subscription Agreement shall not be modified
               or waived except by an instrument in writing signed by the party
               against whom any such modification or waiver is sought.

          10.  Notices. Any notice or other communication required or permitted
               to be given hereunder shall be in writing and shall be mailed by
               certified mail, return receipt requested, or delivered against
               receipt to the party to whom it is to be given (a) if to Company,
               at 65 Dan Road, Canton, Massachusetts 02021, Attn.: Peter P.
               Phildius, Chairman of the Board, or (b) if to the Purchaser, at
               the address set forth on the signature page hereof (or, in either
               case, to such other address as the party shall have furnished in
               writing in accordance with the provisions of this Section 10).
               Any notice or other communication given by certified mail shall
               be deemed given at the time of certification thereof, except for
               a notice changing a party's address which shall be deemed given
               at the time of receipt thereof.

          11.  Assignability. This Subscription Agreement and he rights,
               interests and obligations hereunder are not transferable,
               assignable or delegable by the Purchaser and the transfer or
               assignment of the Shares shall be made only in accordance with
               all applicable laws and this Subscription Agreement.

          12.  Applicable Law. This Subscription Agreement shall be governed by
               and construed in accordance with the laws of the State of New
               York without regard to its conflicts of laws principles. The
               Purchaser hereby irrevocably submits to the non-exclusive
               jurisdiction of any New York State court or United States Federal
               court sitting in New York County over any action or proceeding
               arising out of or relating to this Subscription Agreement or any
               agreement contemplated hereby, and the Purchaser hereby



                                       13
<PAGE>



               irrevocably agrees that all claims in respect of such action or
               proceeding may be heard and determined in such New York State or
               Federal court. The Purchaser further waives any objection to
               venues in such State on the basis of a non-convenient forum. The
               Purchaser further agrees that any action or proceeding brought
               against the Company shall be brought only in New York State or
               United States Federal courts sitting in New York County. THE
               PURCHASER HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF
               ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
               SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
               HEREBY.

          13.  Blue Sky Qualification. The purchase of the Shares under this
               Subscription Agreement is expressly conditioned upon the
               exemption from registration and/or qualification of the offer and
               sale of the Shares from applicable Federal and state securities
               laws. The Company shall not be required to qualify this
               transaction under the securities laws of any jurisdiction and,
               should qualification be necessary, the Company shall be released
               from any and all obligations to maintain the Offering, and may
               rescind any sale contracted, in the jurisdiction.

          14.  Piggyback Registration. If, at any time commencing after the date
               hereof until such time as the Purchaser has sold or otherwise
               disposed of the Shares, the holders of shares of the Preferred
               Stock shall be entitled to "piggyback" registration rights with
               respect to such shares on each occasion that the Company shall
               propose to file a registration statement on Form S-3 ( the
               "Registration Statement") under the Securities Act of 1933, as
               amended, covering any shares of Common Stock. The Company shall,
               at least thirty (30) days before filing any such Registration
               Statement, notify the holders of the Preferred Stock in writing
               of such filing. For a period of ten (10) days from the receipt of
               such notice, each holder of the Preferred Stock shall be entitled
               to provide written notice to the Company of such holder's
               election to include in the Registration Statement up to the
               number of shares of Common Stock covered by his/her Preferred
               Stock; provided, however, that simultaneously with such notice
               such holder shall agree to convert his/her Preferred Stock into
               Common Stock upon effectiveness of the Registration Statement.
               The Company shall have the right at any time thereafter to elect
               not to file any such Registration Statement or to withdraw the
               same after filing but prior to the effective date thereof. The
               Company shall pay all expenses relating to the Registration
               Statement except sales commissions



                                       14
<PAGE>




               attributable to these securities and except expenses incurred by
               the Purchaser such as counsel for the Purchaser. Such sale
               commissions and other expenses incurred by the Purchaser will be
               borne by the Purchaser.

          15.  Use of Pronouns. All pronouns and any variations thereof used
               herein shall be deemed to refer to the masculine, feminine,
               neuter, singular or plural as the identity of the person or
               persons referred to may require.

          16.  Miscellaneous.

               a.   This Agreement constitutes the entire agreement between the
                    Purchaser and the Company with respect to the subject matter
                    hereof and supersedes all prior oral or written agreements
                    and understandings, if any, relating to the subject matter
                    hereof. The terms and provisions of this Agreement may be
                    waived, or consent for the departure therefrom granted, only
                    by a written document executed by the party entitled to the
                    benefits of such terms or provisions.

               b.   The Purchaser's representations and warranties made in this
                    Agreement shall survive the execution and delivery hereof
                    and the sale and delivery of the Shares.

               c.   Each of the parties hereto shall pay its own fees and
                    expenses (including the fees of any attorneys, accountants,
                    advisors, appraisers or others engaged by such party) in
                    connection with this Agreement and the transactions
                    contemplated hereby whether or not the transactions
                    contemplated hereby are consummated.

               d.   This Agreement may be executed in one or more counterparts
                    each of which shall be deemed an original, but all of which
                    shall together constitute one and the same instrument.

               e.   Paragraph titles are for descriptive purposes only and shall
                    not control or alter the meaning of this Subscription
                    Agreement as set forth in the text.

                        Accredited Investor Certification
                         (Check the appropriate line(s)

         ____(i) I am a natural person who had individual income of more than
$200,000 in each of the most recent two years or joint

                                       15
<PAGE>



income with my spouse in excess of $300,000 in each of the most recent two years
and reasonably expect to reach that same income level for the current year
("income", for purposes hereof, should be computed as follows: individual
adjusted gross income, as reported (or to be reported) on a Federal income tax
return, increased by (1) any deduction of long-term capital gains under section
1202 of the Internal Revenue Code of 1986, as amended (the "Code"),(2) any
deduction for depletion under Section 611 et seq. of the Code, (3) any exclusion
for interest under Section 103 of the Code and (4) any losses of a partnership
as reported on Schedule E of Form 1040);

         ____(ii) I am a natural person whose individual net worth (i.e., total
assets in excess of total liabilities), or joint net worth with my spouse, will
at the time of purchase of the Shares be in excess of $1,000,000;

         ____(iii) The Purchaser is an investor satisfying the requirements of
Section 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities
Act, which includes but is not limited to, a self-directed employee benefit plan
where investment decisions are made solely by persons who are "accredited
investors" as otherwise defined in Regulation D;

         ____(iv) The Purchaser is a trust, which trust has total assets in
excess of $5,000,000, which is not formed for the specific purpose of acquiring
the Shares offered hereby and whose purchase is directed by a sophisticated
person as described in Rule 506(b)(ii) of Regulation D and who has such
knowledge and experience in financial and business matters that he is capable of
evaluating the risks and merits of an investment in the Shares;

         ____(v) I am a director or executive officer of the Company; or

         ____(vi) The Purchaser is an entity (other than a trust) in which all
of the equity owners meet the requirements of at least one of the above
subparagraphs.

                          FOR MASSACHUSETTS RESIDENTS:

         MY INVESTMENT IN THE SHARES DOES NOT EXCEED 25% OF MY AND MY SPOUSE'S
JOINT NET WORTH (EXCLUDING OUR PRINCIPAL RESIDENCE AND FURNISHINGS).

IN WITNESS WHEREOF, the Purchaser has executed this Subscription Agreement this
____ day of ____________, 1999.

          Preferred Stock*
          ______________     x    __________________     $__________________
          (Shares being            (Share Price)            Subscription
          purchased)                                        (Minimum of
                                                            $25,000)

*Convertible into____________ shares of Common Stock



                                       16


<PAGE>


If the purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS
IN COMMON, or as COMMUNITY PROPERTY:

_______________________________
Print Name(s)                                 Social Security Number

_______________________________               _______________________________
Signature(s) of Purchaser(s)

_______________________________
Date

If the purchaser is a PARTNERSHIP, CORPORATION, or TRUST:

_______________________________               _______________________________
Name of Partnership,                          Federal Taxpayer
Corporation or Trust                          Indemnification Number

_______________________________
Date


By:____________________________               _______________________________
Name                                          State of Organization


Title:_________________________

Address:_______________________
        _______________________


                                       17
<PAGE>




SUBSCRIPTION ACCEPTED AND AGREED TO this______ day of _____, 1999.


AVITAR, INC.


By:__________________________________


Title:_______________________________






                                       18
<PAGE>


                              (EXHIBIT A ATTACHED)





                                       19
<PAGE>




                                                                       EXHIBIT A

                    Void after 5:00 p.m. New York City Time,
                               on _________, 2000

               Warrant to Purchase an Aggregate of _______ Shares
                                 of Common Stock





                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                  AVITAR, INC.

                             a Delaware Corporation




                    THIS WARRANT AND THE SHARES OF COMMON STOCK
                    UNDERLYING THIS WARRANT (collectively, the
                    "Securities") HAVE NOT BEEN REGISTERED UNDER THE
                    SECURITIES ACT OF 1933, AS AMENDED (the "Act") OR
                    THE SECURITIES LAWS OF ANY STATE AND ARE BEING
                    OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
                    REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
                    LAWS. THIS WARRANT MAY NOT BE EXERCISED UNLESS THE
                    SECURITIES ARE REGISTERED UNDER THE ACT OR
                    EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT IS
                    APPLICABLE. THE SECURITIES ARE SUBJECT TO
                    RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
                    NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
                    UNDER SAID ACT AND SUCH LAWS PURSUANT TO
                    REGISTRATION OR EXEMPTION THEREFROM. THE
                    SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                    BY THE SECURITIES COMMISSION OR ANY OTHER
                    REGULATORY AUTHORITY. NOR HAVE ANY OF THE
                    FOREGOING AUTHORITIES




                                       20
<PAGE>



                    PASSED UPON OR ENDORSED THE MERITS OF THIS
                    OFFERING OR THE ACCURACY OR ADEQUACY OF THE
                    DISCLOSURE DOCUMENTS. ANY REPRESENTATION TO THE
                    CONTRARY IS UNLAWFUL.


         This is to certify that, FOR VALUE RECEIVED, or assigns (the "Holder"),
is entitled to purchase, subject to the provisions of this Warrant, from AVITAR,
INC. a Delaware Corporation (the "Company"),
_____________________________________ fully paid, validly issued and
non-assessable shares of Common Stock, $0.01 par value, of the Company ("Common
Stock") at any time or from time to time from the date hereof, through and
including _____________, 2000, (the "Termination Date") but not later than 5:00
p.m. New York City, New York Time on the Termination Date (the "Exercise
Period") at an initial exercise price equal to $______ per share. The number of
shares of Common Stock to be received upon the exercise of this Warrant and the
price to be paid for each share of Common Stock may be adjusted from time to
time as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price".

               (a) Exercise of Warrant. This Warrant may be exercised in whole
or in part at any time during the Exercise Period. This Warrant, subject to the
provisions hereof, may be exercised by presentation and surrender hereof to the
Company at its principal office, or at the office of its stock transfer agent,
if any, with the Purchase Form annexed hereto duly executed and accompanied by
payment of the Exercise Price for the number of Warrant Shares specified in such
exercise. The Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt
by the Company of this Warrant at its office, or by the stock transfer agent of
the Company at its office, in proper form for exercise shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Holder.

               (b) Reservation of Shares. The Company shall at all



                                       21
<PAGE>



times reserve for issuance and/or delivery upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of this Warrant.

               (c) Fractional Shares. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant. All fractional shares shall be eliminated by rounding any fraction up
to the nearest whole number of shares of Common Stock.

               (d) Exchange, Transfer, Assignment or Loss of Warrant. Subject to
the legend first appearing above, this Warrant is exchangeable, without expense,
at the option of the Holder, upon presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, for other warrants
of different denominations entitling the Holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.
Subject to the legend first appearing above, upon surrender of this Warrant to
the Company at is principal office or at the office of its stock transfer agent,
if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be canceled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder hereof. The term "Warrant" as used herein includes any Warrant into which
this Warrant may be divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of like tenor and
date.

               (e) Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.

               (f) Anti-Dilution Provisions. The Exercise Price in effect at any
time and the number and kind of securities purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the happening of
certain events as follows:

                      (1) In case the Company shall (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, or (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater




                                       22
<PAGE>



number of shares of Common Stock or into a smaller number of shares, the
Exercise Price immediately prior to such adjustment shall be adjusted by
multiplying it by a fraction, the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall be made successively
whenever any event listed above shall occur.

                      (2) Whenever the Exercise Price payable upon exercise of
each Warrant is adjusted pursuant to Subsection (1) above, the number of shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of shares initially issuable upon exercise of this
Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by Exercise Price, as adjusted.

                      (3) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of shares issuable upon exercise of each
Warrant to be mailed to the Holders, at their last addresses appearing in the
Warrant Register, and shall cause a certified copy thereof to be mailed to its
transfer agent, if any. The Company may retain a firm of independent certified
public accountants selected by the Board of Directors (who may be the regular
accountants employed shall be conclusive evidence of the correctness of such
adjustment.

               (g) Officer's Certificate. Whenever the Exercise Price shall be
adjusted as required by the provisions of Section (f), the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner computing such adjustment.

               (h) Notices to Warrant Holders. So long as this Warrant shall be
outstanding, (1) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (2) if the Company shall offer to the holders of Common
Stock for subscription or purchase by them any share of any class or any other
rights or (3) if the capital reorganization of the Company, reclassification or
merger of the Company with or into another corporation, sale of all or
substantially all of the property and assets of the Company or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Holder, at least ten (10) days prior to the date specified
in (x) or (y) below, as the case may be, a notice



                                       23
<PAGE>


containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any, is to be fixed, as of which the holders of Common Stock or
other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.

               (i) Piggyback Registration. If, at any time commencing after the
date hereof until such time as the Holder has sold or otherwise disposed all of
the Warrant Shares, the Company proposes to register any of its equity
securities under the Act (other than in connection with a merger or
consolidation or pursuant to a Registration Statement on Form S-3 or S-4 or
comparable registration statement) it will give written notice, at least thirty
(30)days prior to the filing of such registration statement, to the Holder and
to all other holders of Warrants and Warrant Shares (collectively, "Warrant
Securities") of its intention to do so. If the Holder and/or other holders of
Warrant Securities notify the Company within twenty (20) days after receipt of
such notice of its or their desire to include any Warrants (including the shares
of Common Stock underlying any such Warrants) and/or Warrant Shares (whether
issued or issuable) in such proposed registration statement, the Company shall,
subject to the provisions set forth below, afford the Holder and such holders of
Warrant Securities the opportunity to have any such securities registered under
such registration statement. If such registration is an underwritten
registration, and the managing underwriters advise the Company that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without materially
adversely affecting such underwriters' ability to effect an orderly distribution
of such securities, the Company will include in such registration first, the
securities proposed to be sold thereunder and, second, the Warrant Securities
and such other securities of the Company having registration rights requested to
be included in such registration registered on a pro-rata basis. The Company
shall have the right at any time thereafter it shall give written notice to
elect not to file any such proposed registration statement or to withdraw the
same after filing but prior to the effective date thereof. The Company shall pay
all such expenses relating to registration except sales commissions attributable
to Warrant Securities requested to be offered by the holders thereof and except
expenses incurred by the holders such as counsel for the holders. Such sales
commissions and other such expenses will be borne by the holders requesting
inclusion in such registration.

               (j) Indemnification. In the event Warrant Securities are included
in a registration statement by the Company, the



                                       24
<PAGE>


Company will indemnify and hold harmless each holder of registered Warrant
Securities against all claims and losses arising out of securities law
violations by the Company and each holder of registered Warrant Securities will
indemnify and hold harmless the Company against all claims and losses arising
out of the information supplied to the Company by such holder for use in
connection with such registration.

               (k) Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or in which merger the Company is the continuing corporation and
which does not result in any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the class issuable upon exercise
of this Warrant or in case of any sale to another corporation of the property of
the Company as an entirety, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall have
the right thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of shares upon
exercise of this Warrant immediately prior to such reclassification, change,
consolidation, merger or sale. Any such transaction shall include provision for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The foregoing provisions of this
Section (k) shall similarly apply to successive reclassifications, capital
reorganizations and changes of shares of Common Stock and to successive
consolidations, mergers or sales. In the event that in connection with any such
capital reorganization, a share of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.

               (l) Redemption.

                      (1) Commencing one year after the date hereof (the
"Initial Warrant Redemption Date") the Company may, on 30 days prior written
notice redeem all the Warrants at $0.01 provided, however, that before any such
call for redemption of Warrants can take place, the (A) high closing bid price
for the Common Stock in the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or (B)
the closing sale price on the primary exchange on which the Common Stock is
traded, if the Common Stock is traded on a national securities exchange or if
the Common Stock is a National Market Security on NASDAQ, shall have for five
(5) consecutive trading days within a period of thirty (30) consecutive trading
days ending on the fifth trading day prior to the date on which the notice
contemplated by (2)and (3) below is given, equaled or exceeded $0.75 per share
(subject to adjustment



                                       25
<PAGE>



in the event of any stock splits or other similar events as provided in Section
(f) hereof).

                      (2) In case the Company shall exercise its right to redeem
all of the Warrants, it shall give or cause to be given notice to the registered
Holders of the Warrants by mailing to such registered Holders a notice of
redemption, first class, postage prepaid, at their last address as shall appear
on the records of the Company. Any notice mailed in the manner provided herein
shall be conclusively presumed to have been duly given whether or not the
registered Holder receives such notice.

                      (3) The notice of redemption shall specify (i) the
redemption price, (ii) the date fixed for redemption, which shall in no event be
less than thirty (30) days after the date of mailing of such notice, (iii) the
place where the Warrant Certificate shall be delivered and the redemption price
shall be paid and (iv) that the right to exercise the Warrant shall terminate at
5:00 p.m. (New York time) on the business day immediately preceding the date
fixed for redemption. The date fixed for the redemption of the Warrants shall be
the Redemption Date. No failure to mail such notice nor any defect therein or in
the mailing thereof shall affect the validity of the proceedings for such
redemption except as to a Holder (a) to whom notice was not mailed or (b) w of
the Company that notice of redemption has been mailed shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

                      (4) Any right to exercise a Warrant shall terminate at
5:00 p.m. (New York time) on the business day immediately preceding the
Redemption Date. The redemption price payable to the registered Holders shall be
mailed to such persons at their addresses of record.

               (m) Addresses for Notices.Any notices to be given to the Company
or to the Holder pursuant hereto shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                      (1) If to the Company, until another address is supplied
by the Company to the Holder, in accordance with the provisions of this Section
(m):

                           Avitar, Inc.
                           65 Dan Road
                           Canton, Massachusetts  02021
                           Attn.:  Secretary

                      (2) If to the Holder, until another address is supplied by
the Holder to the Company, in accordance with the provisions of this Section
(k), at the address specified on the transfer books of the Company.

               (n) Governing Law. This Warrant shall be governed



                                       26
<PAGE>



by and construed in accordance with the law of the State of New York, without
reference to any choice of law provisions thereof.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by the undersigned, each being duly authorized, as of the date
below.

                                              AVITAR, INC.,
                                              a Delaware Corporation


                                              By:____________________
                                              Chief Executive Officer


Dated:_______________________________, 1999


Attest:

By:_______________________________
            Secretary




                                  PURCHASE FORM

                            Dated:______________, 199

          The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _________ Shares of Common Stock and hereby
makes payment of $________ in payment of the actual exercise price thereof.




                                       27
<PAGE>


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


         Name:______________________________________________________________
                  (Please typewrite or print in block letters)

         Address:___________________________________________________________


         Signature:_________________________________________________________







                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, _________________________ hereby sells, assigns
and transfers unto

Name: _________________________________________________


                  (Please typewrite or print in block letters)




                                       28
<PAGE>



Social Security or Taxpayer I.D. No.:  _________________


Address: _______________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of
__________ shares as to which such right is exercisable and does irrevocably
constitute and appoint ___________, Attorney, to transfer the same on the books
of the Company with full power of substitution in the premises.

Date:___________________________________________, 199

Signature: _______________________________________





                                       29