TERMINATION AGREEMENT

     THIS  TERMINATION  AGREEMENT  (the  "Agreement")  is made and entered  into
effective as of December 27, 2005, by and between TECH LABORATORIES, INC., a New
Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").

                                    Recitals:

     WHEREAS,  the  Company  and the  Investor  entered  into a  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 May 17, 2004 (the Standby
Equity Distribution Agreement,  Registration Rights Agreement,  Escrow Agreement
and Placement Agent Agreement are  collectively  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  terminates
          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  previously  paid to
          the  Investor,  including but not limited to any  structuring  fees or
          commitment fees.



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

TECH LABORATORIES, INC.                             CORNELL CAPITAL PARTNERS, LP

                                                    By: Yorkville Advisors, LLC
                                                    Its: General Partner

By: /s/ Donna Silverman                             By: Mark A. Angelo
   ------------------------                         ------------------------
Name:   Donna Silverman                             Name:  Mark A. Angelo
Title:  CEO                                         Title: Portfolio Manager