Exhibit 10.7
          Form of Subscription Agreement for Preferred Stock Investors
                               During Fiscal 2000


<PAGE>


                             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 to be used for general purposes within the
Company and for initiating  the  development  of oral fluid  diagnostic  disease
tests, an effort which the Company estimates will cost approximately  $4,000,000
during the first two years of the program;

WHEREAS,  in order to effectuate  such  financing,  the Company is offering (the
"Offering")  for sale  500,000  shares of its  Series C  Redeemable  Convertible
Preferred Stock, par value $.01 (the "Preferred  Stock"), in an aggregate amount
up to $3,000,000 (the "Maximum Amount");

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 $6.00 (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.   Royalties.  The  holders of the  Preferred  Stock shall be entitled to
          receive  royalties  pro-rata in the amount of five percent (5%) of the
          revenues  received by the  Company  during the  immediately  preceding
          fiscal year in respect of any products for disease  diagnostic testing
          using oral  fluids as the  testing  medium  developed  the  Company or
          Avitar  Diagnostics,  Inc.  Such  royalties are payable so long as the
          Preferred Stock has not been converted or redeemed as provided herein;
          provided,  however,  that the  holders  shall be  entitled  to receive
          pro-rata  royalties  for a minimum of five (5) years from the purchase
          date of the  Preferred  Stock in the event  the  Company  redeems  the
          Preferred Stock as provided  herein.  These royalties shall be payable
          within ninety (90) days after the  anniversary  date of the investment
          upon which the royalties are based.

     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
          amount  of  unpaid  royalties  due  to  the  holder  on  the  date  of
          liquidation.  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, on the
          anniversary  date of the investment to cause any or all such shares to
          be converted  into the number of shares of the Company's  Common Stock
          derived from  dividing  the purchase  price paid for each share of the
          Preferred stock by the average  closing price of the Company's  Common
          Stock  for the five  trading  days  prior to the date  defined  below,
          subject to adjustment as set forth below.  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  subject  to  adjustment  in the  event  of  (i)  any
          subdivision or combination of the Company's  outstanding Common Stock,
          or (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  (exclusive of the  Company's  Series B
          Redeemable  Convertible Preferred Stock). In no event, however,  shall
          the  number of shares of the  Company's  Common  Stock  issuable  upon
          conversion  by all holders of the  Preferred  Stock  exceed  4,899,000
          shares without the approval of the Company's  shareholders entitled to
          vote on this matter.

2.   Redemption.  In the event of a change of control  of the  Company or on the
     anniversary  date of the  investment,  the Company  shall have the right to
     redeem all, or any portion of, the  Preferred  Stock at the price set forth
     below:

                      Years            Redemption Price*
                        2                   200
                        6                   185
                        7                   170
                        8                   155
                        9                   130
                       10 & Thereafter      100

            *  Expressed  as a  percentage  of the price paid by the holders for
               each share of the Preferred Stock.

     Such  redemption  shall be made by the  issuance  of the  Company's  Common
     Stock,  the  number of shares of which  shall be derived  by  dividing  the
     redemption price by the average closing price of the Company's Common Stock
     for the five (5) trading days prior to the redemption  date.  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 (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 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 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, 1999, the Quarterly Report on Form 10-QSB of the Company
          for the fiscal quarter ended December 31, 1999 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.

     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
          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 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  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 general  purposes  within the
          Company and which includes  initiating  the  development of oral fluid
          diagnostic  disease tests,  an effort the Company  estimates will cost
          approximately $4,000,000 during the first two years of the development
          program.

     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  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 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 the 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
     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.  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.

15.  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.


<PAGE>

                        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  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 _____________________, 2000.


       ____     _             x      $6.00     __      ___         ___
  (Shares being              (Share Price)     (Subscription Amount
   purchased)                              -Minimum of $25,000)


  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


<PAGE>





  SUBSCRIPTION ACCEPTED AND AGREED TO this     day of
          , 2000.



  AVITAR, INC.




  By: ___________________________

  Title: Chief Executive Officer







<PAGE>



  EXHIBIT A

                 Void after 5:00 p.m. New York City Time,
                            on __________________
              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
            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,  _________________,  (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,  the Holder 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 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
  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  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 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  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 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:                    , 2000


  Attest:

  By:_______________________
  Secretary




<PAGE>



                       PURCHASE FORM

  Dated:             , 2000

  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.





                  INSTRUCTIONS FOR REGISTRATION OF STOCK


  Name:

               (Please typewrite or print in block letters)

  Address:



       Signature:










<PAGE>


                               ASSIGNMENT FORM

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

  Name: _________________________________________________



               (Please typewrite or print in block letters)


  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:                                         , 200_

  Signature: ___________________________________