EXHIBIT 4.3 TERMINATION AGREEMENT

EXHIBIT 4.3

                              TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into

effective as of [March?] __, 2005, by and between AVITAR, INC., a Delaware

corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware

limited partnership (the "Investor").

                                    Recitals:

         WHEREAS, the Company and the Investor entered into an Standby Equity

Distribution Agreement (the "Standby Equity Distribution Agreement"); a

Registration Rights Agreement (the "Registration Rights Agreement"); an Escrow

Agreement (the "Escrow Agreement"); and a Placement Agent Agreement (the

"Placement Agent Agreement"), all of which are dated February 1, 2004

(collectively, the Standby Equity Distribution Agreement, the Registration

Rights Agreement, the Escrow Agreement and Placement Agent Agreement are

referred to as the "Transaction Documents."

         NOW, THEREFORE, in consideration of the promises and the mutual

promises, conditions and covenants contained herein and in the Transaction

Documents and o