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 other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1.   Termination.  Each of the parties to this  Agreement  hereby  terminate the
     Transaction  Documents and the respective rights and obligations  contained
     therein. As a result of this provision,  none of the parties shall have any
     rights or obligations under or with respect to the Transaction Documents.

2.   Fees.  The  Investor  shall  retain  any and all  fees,  including  without
     limitation the commitment fees and  structuring  fees, and shall apply such
     fees to any future Standby Equity  Distribution  Agreement  entered into by
     the  parties  but  subject  to the  following  sentence.  In the  event the
     Investor does not enter into a Standby Equity Distribution Agreement on the
     identical  terms  contained in the Standby  Equity  Distribution  Agreement
     terminated  by Section 1 above within ninety (90) days after all amounts of
     principal and interest under the Securities  Purchase Agreement between the
     parties dated April __, 2005 has been fully  satisfied by the Company,  the
     Investor  shall  return to the  Company all fees  received  pursuant to the
     Transaction Documents.



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         IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.

AVITAR, INC.                               CORNELL CAPITAL PARTNERS, LP

By:                                        By: Yorkville Advisors, LLC
   ----------------------------------
Name:    Peter P. Phildius                 Its: General Partner
Title:   CEO
                                           By:
                                           Name:    Mark A. Angelo
                                           Title:   Portfolio Manager