AVITAR, INC.

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                             SUBSCRIPTION AGREEMENT
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                                  INSTRUCTIONS

                IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
           SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.

               THERE ARE TWO AGREEMENTS ATTACHED. BOTH AGREEMENTS
                  NEED TO BE COMPLETED AND EXECUTED AS FOLLOWS:

1.       Fill in the missing information on the page immediately following this
         page.

2.       Individual Investors must complete and sign Question 7.8 and sign the
         Individual Investor signature page.

3.       Entity Investors must complete Question 7.9 (certain persons affiliated
         with the Entity Investor may be required to complete and sign Question
         7.8) and sign the Entity Investor signature page.

                       DELIVER THE EXECUTED AGREEMENTS TO:

                          HCFP/Brenner Securities, LLC
                               888 Seventh Avenue
                            New York, New York 10106
                     Attention: Corporate Finance Department

                 TOGETHER WITH PAYMENT FOR THE PROMISSORY NOTES
                        AND COMMON STOCK SUBSCRIBED FOR.






                                February 6, 2003

<PAGE>


                                           Print Name of Subscriber ___________
                             SUBSCRIPTION AGREEMENT

IMPORTANT:  Please  refer to  Schedule 1 attached  hereto  when  reviewing  this
document.  Schedule 1 is incorporated herein and made a part hereof. Capitalized
terms used herein may be defined in Schedule 1.

         Avitar, Inc. ("Company") and the Investor hereby agree as follows:

     1.Subscription  for  Securities.  I  (sometimes  referred  to herein as the
"Investor")  hereby  subscribe for and agree to purchase  $__________  of Units,
each  whole  Unit  consisting  of a $50,000  original  principal  amount  Senior
Subordinated  Promissory Note ("Note") and 300,000 shares of common stock,  $.01
par  value  ("Common  Stock"),  upon the terms and  conditions  of the  offering
("Offering")  described in this  Agreement  and Schedule 1 hereto.  HCFP/Brenner
Securities,  LLC ("Placement  Agent") is acting as the exclusive placement agent
for the Offering.

     2.Offering  Period.  The Notes and Common  Stock  comprising  the Units are
currently  being offered by the Company through the date set forth on Schedule 1
("Offering Termination Date").

     3. Investor  Delivery of Documents and Payment.  I hereby (i) tender to the
Placement  Agent the full purchase price by wire or check in accordance with the
instructions  set forth on Schedule 1, in full payment of the purchase  price of
the Units for which I am subscribing  pursuant to this  Subscription  Agreement,
and (ii)  hereby  tender  two  manually  executed  copies  of this  Subscription
Agreement. Prior to the earlier of a Closing (as defined in Section 5 hereof) on
my subscription or the Offering Termination Date, my subscription amount will be
held in a non-interest  bearing escrow account in accordance with Schedule 1. If
the Company does not have a Closing on my  subscription as set forth on Schedule
1 by the Offering  Termination  Date,  my payment will be returned to me without
interest or deduction.

     4. Acceptance or Rejection of  Subscription.  The Company and the Placement
Agent each has the right to reject this  subscription  for Units, in whole or in
part for any reason and at any time prior to the Closing,  notwithstanding prior
receipt by me of notice of  acceptance of my  subscription.  In the event of the
rejection  of this  subscription,  my payment  will be  returned  promptly to me
without  interest or deduction,  and this  Subscription  Agreement  will have no
force or effect.  The Notes and Common Stock comprising the Units subscribed for
herein  will not be deemed  issued  to or owned by me until  two  copies of this
Subscription Agreement have been executed by me and countersigned by the Company
and the Closing with respect to my subscription has occurred.

     5. Closing and Delivery of Securities.  The initial closing of the Offering
("Initial  Closing")  may occur at any time,  at the  mutual  discretion  of the
Company and the Placement  Agent, on or prior to the Offering  Termination  Date
and after satisfaction (or waiver) of the closing conditions and the sale of the
minimum amount of Units being offered.  If more than one closing is anticipated,
the closing and subsequent closings with respect to the sale of additional Units
may take place at any time on or prior to the  Offering  Termination  Date (each
such  closing,  together  with  the  Initial  Closing,  being  referred  to as a
"Closing") In the event my subscription  is accepted and the Closing occurs,  my
payment will be released to the Company and the  documentation  and certificates
representing  the Notes and Common Stock  comprising the Units will be delivered
promptly  to me,  along  with a fully  executed  version  of  this  Subscription
Agreement.

     6. Offering to Accredited Investors. This Offering is limited to accredited
investors as defined in Section 2(15) of the  Securities Act of 1933, as amended
("Securities  Act"),  and Rule 501  promulgated  thereunder,  and is being  made
without  registration  under the  Securities Act in reliance upon the exemptions
contained  in  Sections  3(b),  4(2)  and/or  4(6)  of the  Securities  Act  and
applicable  state  securities  laws.  As indicated by my responses  herein,  the
Investor is an "accredited  investor" within the meaning of Section 2(15) of the
Securities Act and Rule 501 promulgated thereunder.

     7.Investor  Representations  and Warranties.  I acknowledge,  represent and
warrant to the Company and the Placement Agent as follows:

          7.1. Representations and Obligations of the Investor.

          (a) I am aware  that,  except for any  rescission  rights  that may be
     provided under applicable  laws, I am not entitled to cancel,  terminate or
     revoke this  subscription,  and any agreements made in connection  herewith
     will  survive my death or  disability.  In order to induce  the  Company to
     issue and sell the Notes and  Common  Stock  comprising  the Units to me, I
     represent and warrant that the information  relating to me stated herein is
     true and complete as of the date hereof and will be true and complete as of
     the date on which my purchase of Notes and Common Stock becomes  effective.
     If, prior to the final  consummation of the offer and sale of the Notes and
     Common Stock, there should be any change in such information or any of such
     information becomes incorrect or incomplete,  I agree to notify the Company
     and supply the Company  promptly with corrective  information.  I represent
     that I have  not and  covenant  that I will not sell  short  the  Company's
     securities from the date of the Disclosure Package (as hereinafter defined)
     through the date of the closing of my investment in the Company.

          (b) I am purchasing the Notes and Common Stock for my own account, for
     investment, and not with a view to the distribution of the Notes and Common
     Stock, nor with any present intention of selling or otherwise  disposing of
     all or any part of the Notes and Common Stock. I agree that I must bear the
     economic  risk of my investment  for an indefinite  period of time because,
     among other  reasons,  the Notes and Common Stock  currently  have not been
     registered  under the Securities  Act or under the  securities  laws of any
     state and,  therefore,  cannot be resold,  pledged,  assigned or  otherwise
     disposed of unless they are  subsequently  registered  under the Securities
     Act and under  applicable  state securities laws (as provided herein) or an
     exemption from such registration is available.

          (c) I am an accredited investor within the meaning of Section 2(15) of
     the Securities Act and Rule 501 promulgated thereunder.

          7.2. Information About the Company.

          (a) The Notes and  Common  Stock are  being  offered  directly  by the
     Company  through the placement  agent,  HCFP/Brenner  Securities,  LLC. The
     Company is offering the securities in reliance upon exemptions contained in
     the Securities Act and applicable state securities laws.

          (b) I have  either met with or been given  reasonable  opportunity  to
     meet with  officers of the  Company  for the  purpose of asking  reasonable
     questions  of such  officers  concerning  the terms and  conditions  of the
     Offering and of the Notes and Common Stock and the business and  operations
     of the  Company  and all  such  questions  have  been  answered  to my full
     satisfaction.  I  have  also  been  given  an  opportunity  to  obtain  any
     additional relevant  information to the extent reasonably  available to the
     Company.  I have  been  given  access  to  full  and  complete  information
     regarding the Company and have utilized such access to my satisfaction  for
     the purpose of verifying  information  which I have obtained  regarding the
     Company.  I have  received all  information  and  materials  regarding  the
     Company that I have reasonably requested.

          (c) I have received no  representation or warranty from the Company or
     the  Placement  Agent  or  any of  their  respective  officers,  directors,
     employees or agents in respect of my  investment  in the Company.  I am not
     participating  in the  offer  as a  result  of or  subsequent  to:  (i) any
     advertisement,  article,  notice or other  communication  published  in any
     newspaper, magazine or similar media or broadcast over television, radio or
     the  Internet  or (ii) any  seminar or meeting  whose  attendees  have been
     invited by any general  solicitation or general  advertising.  In making my
     investment decision,  I have relied solely on the information  contained in
     the Disclosure Package referred to below.

          (d) I have read the Disclosure Package prepared by the Company,  dated
     February 6, 2003 and all exhibits  listed therein,  and I fully  understand
     the Disclosure  Package,  including the Section  entitled "Risk Factors." I
     understand  that when the Company files any reports with the Securities and
     Exchange  Commission after the date of the Disclosure  Package and prior to
     the termination of the Offering, until my subscription is accepted, it will
     provide me with copies  thereof which will be deemed part of the Disclosure
     Package.  I am aware  that my  investment  in the  Company  involves a high
     degree of risk. I acknowledge the risk that the Company is operating with a
     negative working capital, that its assets are pledged to prior lenders, and
     that it is dependent upon this Offering to survive.  I acknowledge the risk
     that even with the gross maximum  proceeds from the Offering,  it is likely
     the Company will need additional financing.  I acknowledge that there is no
     assurance that any additional financing will be available in the time frame
     required by the Company,  on terms satisfactory to the Company or at all. I
     also acknowledge that the Company and Placement Agent may schedule and hold
     a Closing for this Offering at any time once the minimum offering amount is
     received,  and the Company is not providing me with any assurance  that the
     maximum  amount  of  gross  proceeds  in this  Offering  will be  received.

          7.3.  Speculative  Investment.  I am aware  that the Notes and  Common
     Stock  comprising  the Units are a speculative  investment  that involves a
     high degree of risk. I acknowledge that I could lose my total investment in
     the Company. I have such knowledge and experience in financial and business
     matters  as  to be  capable  of  evaluating  the  merits  and  risks  of an
     investment in the Notes and Common Stock and have obtained, in my judgment,
     sufficient information from the Company to evaluate the merits and risks of
     an  investment  in the  Company.  I have  not  utilized  any  person  as my
     purchaser representative (as defined in Regulation D of the Securities Act)
     in connection  with evaluating such merits and risks and have relied solely
     upon my own investigation in making a decision to invest in the Company.  I
     have been urged to seek  independent  advice from my professional  advisors
     relating to the  suitability  of an investment in the Company in view of my
     overall  financial needs and with respect to the legal and tax implications
     of such  investment.  I believe that the investment in the Notes and Common
     Stock is suitable for me based upon my investment  objectives and financial
     needs,  and I have adequate  means for  providing for my current  financial
     needs and  contingencies  and have no need for liquidity with respect to my
     investment  in  the  Company.  The  investment  in  the  Company  does  not
     constitute all or substantially all of my investment portfolio.

          7.4. Restrictions on Transfer. I understand that (i) neither the Notes
     or Common Stock nor the shares of common stock issuable upon  conversion of
     the Notes (if any),  have been  registered  under the Securities Act or the
     securities  laws of certain states in reliance on specific  exemptions from
     registration,  (ii) no securities administrator of any state or the federal
     government has recommended or endorsed this Offering or made any finding or
     determination relating to the fairness of an investment in the Company, and
     (iii) the Company is relying on my  representations  and agreements for the
     purpose of determining  whether this transaction  meets the requirements of
     the exemptions  afforded by the Securities Act and certain state securities
     laws. I acknowledge  that the Notes,  Common Stock and the shares of common
     stock  underlying the Notes are subject to restrictions on  transferability
     and may not be resold,  assigned or  otherwise  disposed of unless they are
     subsequently  registered  under the  Securities  Act and  under  applicable
     securities laws of certain states or an exemption from such registration is
     available.  I further  acknowledge that, although the Company has agreed to
     file a Registration Statement covering the resale by me of the Common Stock
     and of the shares  underlying  the Note, (i) there is no assurance that the
     Company will do so, (ii) the registration  rights granted to me pursuant to
     Section 7 of Schedule 1 are substantially  limited, (iii) such Registration
     Statement,  if filed,  may not be declared  effective  or, (iv) if declared
     effective,  the Company may not be able to keep it effective until I effect
     the  resale  of  securities  registered  thereby.  I  understand  that  the
     certificates  evidencing  the Notes,  Common Stock and the shares of common
     stock issuable upon conversion of the Notes will bear the legends set forth
     below:

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED  ("ACT") OR
          APPLICABLE  STATE  LAW.  THE  SECURITIES  MAY  NOT BE  PLEDGED,  SOLD,
          ASSIGNED OR  TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
          STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE  STATE
          SECURITIES LAW, OR UNLESS THE COMPANY  RECEIVES AN OPINION OF COUNSEL,
          SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED."

          7.5. No Market for Notes. I understand that there is no market for the
     Notes,  and that there is a limited market at present (and there may not be
     any  market  in the  future)  for the  shares  of the  common  stock of the
     Company.  I agree that (i) the  purchase of the Notes and Common Stock is a
     long-term  investment  and  (ii) I may have to bear  the  economic  risk of
     investment  for an  indefinite  period of time because the Notes and Common
     Stock have not been  registered  under the  Securities  Act and neither the
     Notes or Common  Stock nor the shares of Common Stock that may be issued on
     conversion  of the Notes may be resold,  pledged,  assigned,  or  otherwise
     disposed of unless they are  subsequently  registered  under the Securities
     Act and under applicable  securities laws of certain states or an exemption
     from such registration is available. I understand that the Company is under
     no obligation to register the Notes or Common Stock or the shares of common
     stock that may be issued on conversion of the Note,  except as set forth in
     Section 7 of Schedule 1, or to assist me in  complying  with any  exemption
     from such  registration  under the Securities  Act or any state  securities
     laws.

          7.6.  Stockholder  Approval.  I understand that, pursuant to the rules
     and  regulations  of the  American  Stock  Exchange to which the Company is
     subject,  the shares of common stock which may be issued on  conversion  of
     the Notes and certain other shares of common stock being issued or issuable
     in  connection  with the  Offering  may not be issued until the Company has
     obtained stockholder  approval. I also understand that the Company needs to
     increase the number of shares of common stock authorized to be issued under
     its certificate of incorporation.  Although the Company has committed to me
     and the Placement  Agent to use its best efforts to obtain the  stockholder
     approval  before the fifth month  after the Initial  Closing to comply with
     the rules and  regulations  of the American  Stock Exchange and to increase
     the authorized  common stock capital of the Company,  I understand  that it
     may not be able to obtain that approval, in which case the Notes may become
     due  (although  the  Company  may not  have the  money to pay  them) at the
     holders  option upon notice given during the period  stated in the Note and
     certain  of the  shares to which I may be  entitled  as a  penalty  for the
     Company not filing and having declared effective the registration statement
     which forms a part of my registration rights may not be issuable to me.

          7.7. Entity Authority/Investor Residency.

          (a) If the Investor is a  corporation,  partnership,  company,  trust,
     employee benefit plan, individual retirement account,  Keogh Plan, or other
     tax-exempt  entity, it is authorized and qualified to become an investor in
     the Company and the person signing this Subscription Agreement on behalf of
     such entity has been duly authorized by such entity to do so.

          (b) The undersigned represents and warrants to the Company that (i) if
     an entity,  its  principal  place of  business  and  executive  offices are
     located in the State set forth on the Entity Investor signature page hereof
     and (ii) if an  individual,  his or her state of residency is the State set
     forth on the Individual Investor signature page hereof.

          7.8. Accredited  Investor Status For Individuals.  (INVESTORS THAT ARE
     CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,  REVOCABLE TRUSTS,
     IRREVOCABLE TRUSTS,  EMPLOYEE BENEFIT PLAN TRUSTS AND INDIVIDUAL RETIREMENT
     ACCOUNTS SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED TO SECTION 7.9).

          (a) I am an accredited investor within the meaning of Section 2(15) of
     the Securities Act and Rule 501 promulgated  thereunder  because (check any
     boxes that apply):

     |_|  My  individual  annual income during each of the two most recent years
          exceeded  $200,000  and I expect my annual  income  during the current
          year will exceed $200,000.

     |_|  If I am married,  my joint annual income with my spouse during each of
          the two most  recent  years  exceeded  $300,000  and I expect my joint
          annual  income  with my spouse  during the  current  year will  exceed
          $300,000.

     |_|  My individual or joint (together with my spouse) net worth  (including
          my home, home furnishings and automobiles) exceeds $1,000,000.

          (b) The aggregate  value of my assets is  approximately  $___________.
     (c) My aggregate liabilities are approximately $___________. (d) My current
     and expected income is:

                                               YEAR                       INCOME

                                    2003 (estimated)             $

                                    2002 (Actual)                $

                                    2001 (Actual)                $

     Individual  Investors  must sign below and then  should  skip to Section 8.
Each person associated with an Entity Investor who is required under Section 7.9
to  separately  complete  the  questions  in this  Section  7.8  must  sign  the
confirmation below:

          I hereby  confirm  the  answers to Section 7.8 are true and correct in
          all  respects  as of the  date  hereof  and will be on the date of the
          purchase of Notes and Warrants.

                  Executed this ____ day of ________, 2003.

Signature:__________________________________________

Print Name:_________________________________________

     7.9.   Accredited   Investor  Status  for  Entities.   (INVESTORS  WHO  ARE
INDIVIDUALS SHOULD IGNORE THESE QUESTIONS.)

(a)      The entity is a (check applicable box):
|_|      Corporation
|_|      Limited Liability Company
|_|      Partnership
|_|      Revocable Trust
|_|      Irrevocable Trust

          (If  the   Investor   is  an   Irrevocable   Trust,   a   supplemental
          questionnaire,  which is  contained on the page  following  the Entity
          Investor  signature  page  of  this  Subscription  Agreement,  must be
          completed  by the person  directing  the  investment  decision for the
          trust.)

|_|      Employee Benefit Plan Trust
|_| Individual Retirement Account (If you are an IRA, skip (b)) (b) Check all
boxes which apply: |_| The Entity was not formed for the specific purpose of
investing in the Company |_| The Entity has total assets in excess of $5 million
dollars
|_|

          For Employee  Benefit Plan Trusts Only:  The decision to invest in the
          Company was made by a plan  fiduciary,  as defined in Section 3(21) of
          ERISA,  who  is  either  a  bank,   insurance  company  or  registered
          investment advisor.

          (c) If you did not check the first two of the three  boxes in Question
     (b) or if the Entity is an Individual Retirement Account or a Self-directed
     Employee Benefit Plan Trust, list the name of each person who:

          (i) owns an equity interest in the Entity (i.e.,  each  stockholder if
          the Entity is a  corporation,  each  member if the Entity is a limited
          liability company and each partner if the Entity is a partnership); or

          (ii) is a grantor for the  revocable  trust or  Individual  Retirement
          Account; or

          (iii) is the person making the investment decision for a self-directed
          Employee Benefit Plan Trust.

EACH PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE COMPANY THE
ANSWERS TO QUESTION 7.8 AND SIGN THE WRITTEN CONFIRMATION AT THE END OF SECTION
7.8.

          7.10.____No  Offer Until  Determination of Suitability.  I acknowledge
     that any  delivery to me of the  documents  relating to the Offering of the
     Notes and Common  Stock  prior to the  determination  by the  Company of my
     suitability  will not  constitute  an offer of the Notes and  Common  Stock
     until such determination of suitability is made.

          7.11.____For  Florida  Residents.  The Notes and Common Stock have not
     been registered under the Securities Act or the Florida  Securities Act, by
     reason  of  specific   exemptions   thereunder   relating  to  the  limited
     availability  of the  Offering.  The Notes and Common Stock cannot be sold,
     transferred,  or  otherwise  disposed  of to any  person or  entity  unless
     subsequently  registered  under the Securities Act or the Securities Act of
     Florida, if such registration is required.  Pursuant to Section 517.061(11)
     of the  Florida  Securities  Act,  when  sales are made to five (5) or more
     persons in Florida, any sale made pursuant to Subsection 517.061(11) of the
     Florida  Securities Act will be voidable by such Florida  purchaser  either
     within  three days after the first tender of  consideration  is made by the
     purchaser to the issuer,  an agent of the issuer,  or an escrow  agent,  or
     within three days after the  availability  of the privilege is communicated
     to such  purchaser,  whichever  occurs later.  In addition,  as required by
     Section   517.061(11)(a)(3),   Florida  Statues  and  by  Rule  3-500.05(a)
     thereunder,  if I am a Florida  resident I may have,  at the offices of the
     Company,  at any reasonable hour, after  reasonable  notice,  access to the
     materials  set  forth  in the Rule  that the  Company  can  obtain  without
     unreasonable effort or expense.

     8._______Indemnification. I hereby agree to indemnify and hold harmless the
Company and HCFP/Brenner  Securities,  LLC, as Placement Agent, their respective
officers, directors, stockholders,  employees, agents, and attorneys against any
and all losses, claims, demands, liabilities, and expenses (including reasonable
legal  or other  expenses  incurred  by each  such  person  in  connection  with
defending  or  investigating  any such  claims or  liabilities,  whether  or not
resulting in any liability to such person or whether incurred by the indemnified
party in any action or proceeding  between the indemnitor and indemnified  party
or  between  the  indemnified  party  and any  third  party)  to which  any such
indemnified party may become subject,  insofar as such losses, claims,  demands,
liabilities and expenses (a) arise out of or are based upon any untrue statement
or alleged untrue statement or a material fact made by me and contained  herein,
or (b) arise out of or are based  upon any  breach by me of any  representation,
warranty,  or agreement made by me contained  herein.  The Placement  Agent is a
third-party beneficiary of this Section, and this Section may not be modified or
amended without the prior written agreement of the Placement Agent.

     9._______Severability;   Remedies.   In  the   event   any  parts  of  this
Subscription  Agreement are found to be void,  the remaining  provisions of this
Subscription  Agreement are nevertheless  binding with the same effect as though
the void parts were deleted.

     10.______Governing  Law and Jurisdiction.  This Subscription Agreement will
be deemed to have been made and  delivered in New York City and will be governed
as to validity,  interpretation,  construction, effect and in all other respects
by the  internal  laws of the State of New  York.  Each of the  Company  and the
Investor hereby (i) agrees that any legal suit, action or proceeding arising out
of or relating to this Subscription  Agreement will be instituted exclusively in
New York  State  Supreme  Court,  County of New York,  or in the  United  States
District Court for the Southern  District of New York, (ii) waives any objection
to the venue of any such suit, action or proceeding and the right to assert that
such forum is not a convenient forum for such suit, action or proceeding,  (iii)
irrevocably  consents to the  jurisdiction  of the New York State Supreme Court,
County  of New York,  and the  United  States  District  Court for the  Southern
District  of New York in any such suit,  action or  proceeding,  (iv)  agrees to
accept and acknowledge  service of any and all process that may be served in any
such suit,  action or proceeding in New York State Supreme Court,  County of New
York or in the United  States  District  Court for the Southern  District of New
York and (v) agrees that service of process upon it mailed by certified  mail to
its  address  set forth on my  signature  page  will be deemed in every  respect
effective  service  of  process  upon  it in any  suit,  action  or  proceeding.

     11.______Counterparts.  This Subscription  Agreement may be executed in one
or more counterparts,  each of which will be deemed an original but all of which
together  will  constitute  one and the same  instrument.  The execution of this
Subscription Agreement may be by actual or facsimile signature.

     12.______Benefit. This Subscription Agreement is binding upon and inures to
the  benefit of the  parties  hereto (and  HCFP/Brenner  Securities,  LLC to the
extent it is a  third-party  beneficiary  hereof)  and their  respective  heirs,
executors, personal representatives, successors and assigns. The Placement Agent
is a third-party  beneficiary  with respect to any sections hereof that so state
or that otherwise indicate that the Placement Agent would be entitled to rely on
the representations, warranties or covenants made by me therein.

     13.______Notices. All notices, offers, acceptances and any other acts under
this  Subscription  Agreement  (except  payment)  must  be in  writing,  and are
sufficiently  given if  delivered  to the  addressees  in person,  by  overnight
courier  service,  or, if mailed,  postage  prepaid,  by certified  mail (return
receipt  requested),  and will be effective three days after being placed in the
mail if mailed, or upon receipt or refusal of receipt,  if delivered  personally
or by courier or confirmed  telecopy,  in each case  addressed  to a party.  All
communications  to me should be sent to my  preferred  address on the  signature
page hereto.  All  communications to the Company should be sent to the addresses
set forth on Schedule 1. Each party may designate  another  address by notice to
the  other  parties.

     14.______Oral  Evidence. This Subscription Agreement constitutes the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior oral and written agreements between the parties hereto with
respect to the subject matter  hereof.  This  Subscription  Agreement may not be
changed,  waived,  discharged,  or  terminated  orally,  but  rather,  only by a
statement in writing signed by the party or parties against which enforcement or
the change, waiver, discharge or termination is sought.

     15.______Section  Headings.  Section headings herein have been inserted for
reference  only and will not be  deemed  to limit or  otherwise  affect,  in any
matter,  or be  deemed  to  interpret  in whole or in part,  any of the terms or
provisions of this Subscription Agreement.

     16.______Survival  of  Representations,   Warranties  and  Agreements.  The
representations,  warranties  and agreements  contained  herein will survive the
delivery of, and the payment for, the Securities.

     17.______Acceptance  of  Subscription.  The Company in its  discretion  may
accept  this  Subscription  Agreement  at any time for all or any portion of the
Securities  subscribed  for by executing a copy hereof as provided and notifying
me within a reasonable time thereafter.


SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION
----------------------------------------

Name: ___________________  Name of  Joint Investor (if any):__________________

Residence Address:
-------------------------------------------------------------------------------

Telephone: (H) ____________(W) ________________ Fax ____________________________

Occupation:______________________Employer: ____________________________________

Business Address:
------------------------------------------------------------------------------

Send communications to:

             |_| Home           |_| Office         |_| E-Mail:

E-mail address:

Age:  ______________________________________

Social Security Number:

Check manner in which Notes and Warrants are to be held:
|_|______Individual        |_|    Tenants in    |_|    Joint Tenants with  Right
         Ownership                Common                 of Survivorship  (both
                                                         parties must sign)
|_|      Community Property                     |_|     Other (please indicate)

                                                      --------------------

INVESTOR MUST SIGN AND PRINT NAME BELOW:    The foregoing subscription is
                                            accepted and the Company
                                            hereby agrees to be bound by its
                                            terms.

Signature:___________________________   AVITAR, INC
Print Name:___________________________
Signature:___________________________   By:_______________________________
Print Name:___________________________       Name:________________________
Date: _____________________________          Title:_______________________
                                             Date:________________________

SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION
------------------------------------

Name of Entity:
------------------------------------------------------------------------

Address of Principal Office:
------------------------------------------------------------------------

Telephone:  _______________________________ Fax _______________________

Taxpayer Identification Number:_________________________________________

Check type of Entity:

|_| Employee Benefit     |_| Limited       |_| General Partnership
    Plan Trust               Partnership
|_| Limited Liability    |_| Corporation    |_| Other (please indicate)
    Company                  Trust

|_| Individual Retirement
      Account

Date of Formation or incorporation:______  State of Formation or incorporation:

Describe the business of the Entity:
=================================================================

List the names and positions of the executive officers, managing members,
partners or trustees authorized to act with respect to investments by the Entity
generally and specify who has the authority to act with respect to this
investment.
---------------- --------------- ------------------------------------------
Name:            Position        Authority for this investment (yes or no)
---------------- --------------- ------------------------------------------
---------------- --------------- ------------------------------------------

---------------- --------------- ------------------------------------------
---------------- --------------- ------------------------------------------

---------------- --------------- ------------------------------------------
---------------- --------------- ------------------------------------------

---------------- --------------- ------------------------------------------

INVESTOR MUST SIGN AND PRINT NAME BELOW:     The foregoing subscription is
                                             accepted and the Company
                                             hereby agrees to be bound by its
                                             terms.

__________________________________________   AVITAR, INC.
Signature of Authorized Signatory
Name:_____________________________________
Title:____________________________________   By:_______________________________
Date: ______________________________               Name:_______________________
                                                   Title:______________________
                                                   Date:_______________________

                           SUPPLEMENTAL QUESTIONNAIRE

This Supplemental Questionnaire must be completed by the person directing the
investment decision for an irrevocable trust. No other person needs to complete
this Supplemental Questionnaire.

Please respond to the following questions, supplying as much detail as possible
in order to make your answers complete: 1. Name of Trustee ("Trustee") who is
directing the decision for the Trust to invest in the Company
________________________. The remaining questions should be answered by the
Trustee. 2. Does the Trustee have sufficient knowledge and experience in
financial and business matters to enable it
to evaluate the merits and risks of an investment in the Company?

                  Yes________               No ______
3. During the last three years, the Trustee has made the following investments:
         ----------- ----------------------------- -----------------

         Year        Nature of Investment          Amount
         ----------- ----------------------------- -----------------
         ----------- ----------------------------- -----------------

         ----------- ----------------------------- -----------------
         ----------- ----------------------------- -----------------

         ----------- ----------------------------- -----------------
         ----------- ----------------------------- -----------------

         ----------- ----------------------------- -----------------
         ----------- ----------------------------- -----------------

         ----------- ----------------------------- -----------------
18. Please list all the educational institutions the Trustee has attended
(including high schools, colleges, and specialized training schools), and
indicate the dates attended and the degree(s) (if any) obtained from each.
         ---------------- ----------------- ------------------- --------------

         From             To                Institution         Degree
         ---------------- ----------------- ------------------- --------------
         ---------------- ----------------- ------------------- --------------

         ---------------- ----------------- ------------------- --------------
         ---------------- ----------------- ------------------- --------------

         ---------------- ----------------- ------------------- --------------
         ---------------- ----------------- ------------------- --------------

         ---------------- ----------------- ------------------- --------------
19. Please list any professional licenses the Trustee has.
         ---------------------------------------------------------------------
20. Indicate the Trustee's principal business experience or occupation during
the last three years. (Please list present, or most recent, position first and
the others in reverse chronological order).
         ------------------ --------------- ----------------------- -----------

         From               To              Name of Employer        Position
         ------------------ --------------- ----------------------- -----------
         ------------------ --------------- ----------------------- -----------

         ------------------ --------------- ----------------------- -----------
         ------------------ --------------- ----------------------- -----------

         ------------------ --------------- ----------------------- -----------
         ------------------ --------------- ----------------------- -----------

         ------------------ --------------- ----------------------- -----------

21. Indicate by check mark which of the following categories best describes the
extent of the Trustee's prior experience in the areas of investment listed
below:

         ------------------------------------------ ------------- --------------

                                                    Substantial
                                                    Experience
                                                    or Knowledge  No Experience
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Marketable securities
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Government securities
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Municipal (tax-exempt) securities
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Commodities
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Options (stock or commodities)
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Securities for which no market exists
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Limited partnerships
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Real estate or oil and gas programs
         ------------------------------------------ ------------- --------------
         ------------------------------------------ ------------- --------------

         Tax deferred investment generally
         ------------------------------------------ ------------- --------------

22. Does the Trustee make his own investment decisions with respect to
investments?
                  _________ Always                   _________  Frequently
                  _________ Usually                  _________  Rarely
23. What is the Trustee's principal sources of investment knowledge or advice?
(The Trustee may check more than one).
                  _________  First hand experience with industry
                  _________  Financial publication(s)
                  _________  Trade or industry publication(s)
                  _________  Banker(s)
                  _________  Broker(s)
                  _________  Investment Advisor(s)
                  _________  Attorney(s)
                  _________  Accountant(s)
24. Please provide in the space below any additional information which would
indicate that the Trustee has sufficient knowledge and experience in financial
and business matters so that the Trustee are capable of evaluating the merits
and risks of investing in restricted securities for which no market exists, such
as those being offered by the Company.

<PAGE>

                                   SCHEDULE 1

1._______Subscription.  The Company is offering through HCFP/Brenner Securities,
LLC,  as  Placement  Agent,  on a "best  efforts  $850,000  minimum,  $1,850,000
maximum" basis, 15% senior subordinated promissory notes ("Notes") and shares of
common stock,  $.01 par value ("Common  Stock").  The Notes and Common Stock are
being offered in Units  consisting  of (i) a $50,000 Note and 300,000  shares of
Common  Stock.  The Notes will have the  following  terms (as  described in more
detail in the forms attached to the Disclosure Package):

          The Notes will be senior  unsecured  indebtedness of the Company,  but
          they will be subordinate to the senior indebtedness outstanding on the
          date of the Initial  Closing in the  approximate  amount of $1,500,000
          owed by the Company to Global  Capital  Advisors,  Ltd. and LINC,  LLC
          ("Senior  Debt").  The Notes will bear  interest  at a rate of fifteen
          (15%)  percent per annum from the date of their  issuance  through the
          date they become due and  payable,  and if the Notes are not paid when
          due, at the default rate of twenty (20%) percent per annum thereafter.
          Interest  will be paid in  cash,  with  10% per  annum  being  paid in
          quarterly  installments  each year  commencing  on the  third  monthly
          anniversary of the Initial  Closing and 5% per annum being accrued and
          becoming due and payable at maturity of the Note,  but the Company may
          prepay all or a portion of this  accrued  interest at any time without
          notice.  Principal  and all accrued  interest are payable on the fifth
          anniversary of the Initial Closing of the Offering.

          The Notes will be  prepaid  at the  option of the holder  upon (i) any
          debt or equity  financing (or  financings)  consummated by the Company
          after the  Offering  in which the  Company  raises  gross  proceeds in
          excess  of  $3.5  million,  (ii)  the  sale by the  Company  of all or
          substantially all of its assets, or at the consummation of any mergers
          or  consolidations  involving  the Company in which the Company is not
          the surviving entity, or the Company is the survivor but the owners of
          voting  stock before the  transaction  own less than 50% of the voting
          stock  after the  transaction,  (iii) the sale or  exchange  of all or
          substantially  all of the outstanding  shares of the Company's  common
          stock (including by way of merger,  consolidation,  etc.), or (iv) the
          failure by the  Company to obtain  Stockholder  Approval  (as  defined
          below) within five months of the Initial Closing.  The Company may, at
          its  option,  prepay  the  Notes in whole,  but not in part,  prior to
          maturity,  provided  that (i)  prepayment  may not be made prior to 18
          months  after the final  Closing  of the  offering,  (ii)  Stockholder
          Approval has been obtained,  (iii) the Company has given not less than
          20 business  days  advance  written  notice to the note holders of its
          intent to prepay the Notes, and (iv) the last sale price of the Common
          Stock for the 20  consecutive  trading  days prior to such  notice has
          been  equal  to or  greater  than  300% of the  Conversion  Price  (as
          hereinafter  defined  and  subject to  adjustment  as  provided in the
          Note).  At the time of any  prepayment of the Notes,  the Company will
          pay all accrued interest due thereon.

          The Notes will contain  customary  affirmative and negative  covenants
          (including covenants restricting the Company from incurring additional
          indebtedness  and from using the  proceeds  of the  offering  to repay
          certain  outstanding  debt and  amounts  to  officers,  directors  and
          significant  stockholders  other than  compensation and  reimbursement
          expenses  in the  ordinary  course,  in each  case  without  "Majority
          Consent" (as defined  below)) and typical default  provisions,  any of
          which may be waived by  Majority  Consent.  "Majority  Consent" is the
          written  consent of holders of at least 50.1% of the principal  amount
          of Notes outstanding.

          The Notes and any accrued and unpaid  interest  due  thereon,  will be
          convertible, at any time after receipt of the Stockholder Approval and
          before  repayment,  at the option of the holder,  into Common Stock of
          the  Company  ("Note  Shares"),  at a  conversion  price  equal to the
          average  last sale price of the common  stock for the ten trading days
          ending two business days prior to the Initial  Closing.  There will be
          full  adjustment  to the  conversion  price  for stock  splits,  stock
          dividends,  combinations,   recapitalizations  and  reclassifications.
          Additionally,  if shares (or  derivative  securities)  are issued at a
          price (or with exercise or conversion prices) less than the conversion
          price,  the  conversion  price will be  automatically  lowered to that
          price. Such conversion price, as adjusted, shall be referred to herein
          as the "Conversion Price."

          Within five months of the Initial  Closing,  the Company  will convene
          either an annual meeting or a special meeting of stockholders at which
          it will seek the approval of its stockholders for (i) the issuance and
          reservation  of all  shares of Common  Stock  issued  or  issuable  in
          connection with, or as a result of, the Offering and (ii) an amendment
          to the certificate of incorporation to increase the authorized  shares
          of common  stock to not less  than  125,000,000  shares  ("Stockholder
          Approval").

          The  Company  has granted to the holders of the Notes a right of first
          refusal to purchase  any portion or all of any  securities  offered by
          the Company to any person for capital  raising  purposes  for which it
          has not engaged an investment banker, during the period commencing the
          date  of  the  Initial   Closing  and   terminating  on  the  two-year
          anniversary of the Initial  Closing.  If the holder of a Note does not
          accept in writing any such offer within 10 business days after receipt
          of the written  notice from the Company,  then the Company may proceed
          with the proposed  financing  and the holder of the Note will not have
          any  claim or right  with  respect  to such  sale of  securities.  If,
          thereafter,  such  proposed  financing  is  modified  in any  material
          respect, the Company shall adopt the same procedure as with respect to
          the original  proposed  offering of  securities  by the Company.  This
          grant by the  Company  shall  not be  effective  unless  the  Offering
          results in gross proceeds of $1,500,000 or more.

2. Board Designee.  If the gross proceeds to the Company from the Offering equal
or exceed  $1,500,000,  the  noteholders  will have the right to have a designee
(reasonably  acceptable  to the Company)  appointed to the board of directors of
the Company for a period of five years or so long as the Notes are  outstanding,
whichever is shorter.

3. Offering Period; Minimum Subscription Amount. The Company will sell Notes and
Common Stock only to  accredited  investors  during the period  beginning on the
date of the  Disclosure  Package and ending on March 15, 2003 unless such ending
date is extended  without  notice to the investor,  by the Company to a date not
later  than  April  15,  2003  ("Offering   Termination   Date").   The  minimum
subscription  amount is $50,000,  but the Placement Agent has reserved the right
to accept subscriptions for lesser amounts in their discretion.

4. Payment. Please instruct your bank to wire funds for securities purchased to:

                           "CST&T AAF - Avitar Special Account"
                           JPMorganChase Bank
                           ABA #021-0000-21
                           A/C#530-396793

                           All wires must stipulate the name of the subscriber.

         If you are paying by check, please mail your check for the securities
purchased payable to "CST&T AAF - Avitar Special Account" to:

                           HCFP/Brenner Securities, LLC
                           888 Seventh Avenue
                           New York, NY  10106
                           Attn:  Corporate Financing Department

     All  subscription  amounts will be held in a  non-interest  bearing  escrow
account  maintained by Continental  Stock  Transfer & Trust Company,  17 Battery
Place, New York, New York 10004, until a Closing and release to the Company. The
fees and expenses of the escrow agent will be paid by the Company.

5. Fees and Expenses.  The Company has agreed to pay the Placement  Agent a cash
commission  of 7% and a  non-accountable  expense  allowance  of 2% of the gross
proceeds  raised in the Offering and issue to the Placement Agent that number of
shares of common  stock equal to 10% of all the Shares and a warrant to purchase
that  number  of shares of common  stock  equal to 10% of all the  common  stock
issuable upon conversion of the Notes. In addition,  the Placement Agent will be
reimbursed  certain expenses,  including the reasonable fees and expenses of its
counsel.  All such fees and expenses shall be deducted from the proceeds of this
Offering, and paid by the Company to the appropriate persons at the Closing. The
Company is also  obligated to pay a finder's fee to a third party in  connection
with the is Offering equal to 1% of the gross proceeds of the Offering.

6. Closing.  If, at any time during the Offering  Period,  subscriptions  for at
least  $850,000 of Units have been  received  and  accepted by the Company  (and
funds in payment  therefore  have cleared ) and certain other  conditions of the
offering have been satisfied (or waived) as described in the Disclosure Package,
then, upon the mutual consent of the Company and the Placement Agent, an Initial
Closing   ("Closing")   shall  take  palace  with   respect  to  such   accepted
subscriptions.  If the  conditions  precedent to the Closing as described in the
Disclosure  Package are not satisfied (or waived) or subscriptions  for at least
$850,000 are not received and accepted (and funds in payment therefore  cleared)
by the Offering  Termination  Date, then the Offering will be terminated and all
funds received from subscribers  will be returned,  without interest and without
any deduction.

7. Registration Rights.

     (a)  Registration;  Extra  Shares.  The Company  shall file a  Registration
Statement  ("Registration  Statement")  under  the  Securities  Act of 1933,  as
amended   ("Securities  Act")  with  the  Securities  and  Exchange  Commission,
registering for resale the Common Stock sold as part of the Units and the Common
Stock which may be issued upon  conversion of the Notes.  The Company  agrees to
file the  Registration  Statement as soon as practicable,  but not later than 45
days after the final Closing of the Offering. The Company agrees to use its best
efforts  to  have  the  Registration  Statement  declared  effective  as soon as
practicable,  but in no event later than the 90th day after the final Closing of
the  Offering("Target  Date")  If the  Company  shall  either  fail to file  the
Registration  Statement  by the 45th day after the final  Closing or to have the
Registration Statement declared effective by the Target Date, then on the Target
Date and on each monthly  anniversary  of the Target Date  thereafter  until the
earlier of the effective date of the Registration  Statement  ("Effective Date")
or the 19th monthly  anniversary  of the Target Date, the Company shall issue to
the holder of the Note,  as liquidated  damages,  the number of shares of Common
Stock equal to (a) 1% of the then  outstanding  principal amount of the holder's
Note,  divided by (b) the average of the last sales price of the common stock of
the Company for the ten trading days ending on each monthly  anniversary date of
the Target  Date while the  Registration  Statement  is not  declared  effective
("Penalty Shares"). The Company agrees that it shall include the Penalty Shares,
if any, in the Registration  Statement.  The Company shall keep the Registration
Statement effective and current until all the securities  thereunder are sold or
until all the securities may be sold by the holders thereof under Rule 144(k) or
otherwise  without any  restriction.  The Company will pay all fees and expenses
incurred by the Company in  connection  with the  preparation  and filing of the
Registration Statement with the SEC.

     (b) Amended Prospectus. The Company will notify each holder of the Notes as
expeditiously  as  possible  following  the  effectiveness  of any  Registration
Statement  filed  pursuant  to this  Section  7,  and/or of any  request  by the
Commission for the amending or supplementing of such  Registration  Statement or
Prospectus.  If the Prospectus is amended to comply with the requirements of the
Securities Act, the holders, if requested by the Company, will immediately cease
making offers of the Common Stock and return all Prospectuses to the Company and
the Company  will  promptly  provide the holders with  revised  Prospectuses  to
enable the holders to resume making offers of the Common Stock. The Company will
promptly  notify the holders,  if after delivery of a Prospectus to the holders,
that,  in the  judgment of the  Company,  it is  advisable to suspend use of the
Prospectus  delivered  to the holders due to pending  material  developments  or
other  events  that  have not yet been  publicly  disclosed  and as to which the
Company  believes public  disclosure  would be detrimental to the Company.  Upon
receipt of such notice, each such holder will immediately  discontinue any sales
of Common Stock pursuant to such  Registration  Statement  until such holder has
received copies of a supplemented or amended  Prospectus or until such holder is
advised in writing by the Company that the then current  Prospectus  may be used
and has  received  copies of any  additional  or  supplemental  filings that are
incorporated   or  deemed   incorporated   by  reference  in  such   Prospectus.
Notwithstanding  anything to the contrary herein,  the Company will not exercise
its rights under this  subsection  to suspend sales of Common Stock for a period
in excess of 60 days in any 365-day period.

     (c) Indemnification by Company.

          (i) The  Company  shall  indemnify  the  holder  of the  Common  Stock
     registered on the  Registration  Statement to be sold or resold pursuant to
     any registration  statement  hereunder and any underwriter or person deemed
     to be an underwriter  under the Securities Act and each person, if any, who
     controls such holder or  underwriters  or persons deemed to be underwriters
     within the meaning of Section 15 of the  Securities Act or Section 20(a) of
     the Securities  Exchange Act of 1934, as amended ("Exchange Act"),  against
     all loss,  claim,  damage,  expense or liability  (including all reasonable
     attorneys' fees and other expenses  reasonably  incurred in  investigating,
     preparing or defending  against any claim  whatsoever)  to which the holder
     may become subject under the Securities Act, the Exchange Act or otherwise,
     arising  from such  registration  statement,  except  for any loss,  claim,
     damage,  expense or liability (including all reasonable attorneys' fees and
     other expenses reasonably incurred in investigating, preparing or defending
     against any claim  whatsoever)  arising from  information  furnished to the
     Company by or on behalf of the holder, in writing,  for specific  inclusion
     in such registration  statement.  The holder of the Common Stock to be sold
     or resold pursuant to such registration statement, and their successors and
     assigns,  shall  indemnify the Company,  against all loss,  claim,  damage,
     expense or liability  (including all reasonable  attorneys'  fees and other
     expenses  reasonably  incurred in  investigating,  preparing  or  defending
     against any claim whatsoever) to which the Company may become subject under
     the Securities Act, the Exchange Act or otherwise, arising from information
     furnished by or on behalf of the holder, in writing, for specific inclusion
     in such registration statement.

          (ii) If any action is  brought  against a party  hereto  ("Indemnified
     Party") in respect of which indemnity may be sought against the other party
     ("Indemnifying  Party"),  such  Indemnified  Party  shall  promptly  notify
     Indemnifying  Party  in  writing  of the  institution  of such  action  and
     Indemnifying  Party shall assume the defense of such action,  including the
     employment and fees of counsel  reasonably  satisfactory to the Indemnified
     Party.  Such Indemnified  Party shall have the right to employ its or their
     own counsel in any such case,  but the fees and  expenses  of such  counsel
     shall be at the expense of such Indemnified Party unless (i) the employment
     of such counsel shall have been authorized in writing by Indemnifying Party
     in connection with the defense of such action, or (ii)  Indemnifying  Party
     shall not have  employed  counsel  to defend  such  action,  or (iii)  such
     Indemnified  Party shall have been advised by counsel that there may be one
     or more  legal  defenses  available  to it which may  result in a  conflict
     between  the  Indemnified  Party and  Indemnifying  Party  (in  which  case
     Indemnifying  Party  shall not have the right to direct the defense of such
     action on behalf of the  Indemnified  Party),  in any of which events,  the
     reasonable  fees and  expenses  of not more  than  one  additional  firm of
     attorneys  designated in writing by the Indemnified Party shall be borne by
     Indemnifying  Party.  Notwithstanding  anything to the  contrary  contained
     herein,  if  Indemnified  Party shall  assume the defense of such action as
     provided above,  Indemnifying  Party shall not be liable for any settlement
     of any such action effected without its written consent.

          (iii) If the  indemnification or reimbursement  provided for hereunder
     is finally judicially determined by a court of competent jurisdiction to be
     unavailable to an Indemnified Party (other than as a consequence of a final
     judicial determination of willful misconduct, bad faith or gross negligence
     of such Indemnified  Party), then the Indemnifying Party agrees, in lieu of
     indemnifying  such  Indemnified  Party, to contribute to the amount paid or
     payable by such Indemnified  Party (i) in such proportion as is appropriate
     to reflect the relative benefits received, or sought to be received, by the
     Indemnifying  Party on the one hand  and by such  Indemnified  Party on the
     other,  or (ii) if (but only if) the  allocation  provided in clause (i) of
     this sentence is not permitted by applicable  law, in such proportion as is
     appropriate to reflect not only the relative  benefits  referred to in such
     clause (i) but also the  relative  fault of the  Indemnifying  Party and of
     such  Indemnified  Party;  provided,  however,  that in no event  shall the
     aggregate amount  contributed by the Indemnifying  Party exceed the profit,
     if any, earned by the  Indemnifying  Party as a result of the conversion by
     him of the Notes and the sale or resale by him of the Common Stock included
     in the Units and issued on conversion of the Notes.

          (iv) The rights accorded to Indemnified  Parties hereunder shall be in
     addition to any rights that any  Indemnified  Party may have at common law,
     by separate agreement or otherwise.

     (d)  Successors  and  Assigns.  The  registration  rights  granted  to  the
Investors  in  this  Section  shall  inure  to the  benefit  of  the  Investors'
successors, heirs, pledgees, assignees, transferees and purchasers of the Notes,
the Common Stocks or the Common Stock  issuable on  conversion of the Notes,  as
the case may be. 8. Notices. All communications to us should be sent to:

                  Avitar, Inc.
                  65 Dan Road
                  Canton, Massachusetts  02021
                  Attention:  Chief Financial Officer
                  Tel:  (781) 821-2400
                  Fax:  (781) 821-4458

         with a copy to:

         _________Dolgenos Newman & Cronin LLP
         _________96 Spring Street
         _________New York, New York  10012
         _________Attention:  Eugene Cronin, Esq.
         _________Tel:  (212) 925-2800
         _________Fax:  (212) 925-0690

         and

         _________HCFP/Brenner Securities, LLP
         _________888 Seventh Avenue
         _________17th Floor
         _________New York, New York  10106
         _________Attention:  Ira Greenspan
         _________Tel:  (212) 707-0355
         _________Fax:  (212) 707-0370