TD BANK, N.A. SECURITY AGREEMENT (Pledged Collateral)

Exhibit 99.3

TD BANK, N.A.

SECURITY AGREEMENT
(Pledged Collateral)

June 30, 0000

Xxxxxx, Xxxxxxxxxxxxx

The undersigned has delivered to TD Bank, N.A. (the “Bank”) Certificate of Deposit No. 8731024878 in the face amount of $546,878.15 issued by the Bank and belonging to the undersigned (the “Collateral”). The undersigned hereby agrees that such Collateral is to be held by the Bank as security for all reimbursement obligations including transaction fees of the undersigned to the Bank pursuant to the following letters of credit (hereinafter, collectively, the “Obligations”):

Letter of Credit No.		Beneficiary		Expiration Date		Amount
3994770102		Novartis Vaccines and Diagnostic		06/30/2008		$	200,223.45
3994770103		Xxxxxxxx Mars GMBH & Co. KG		06/30/2008		$	37,632.80
3994770104		Syngere International Ltd.		12/04/2008		$	8,531.80
0000000000		Indian Institute of Chemical Technology		06/30/2008		$	10,799.80
3994770106		Glaxo Xxxxx Xxxxx Biologicals		07/31/2008		$	153,644.20
3994770107		Dyneon GMBH Rechnungswesen		06/30/2008		$	38,206.13

Upon default of any of the Obligations secured hereunder the Bank shall have all of the rights and remedies of a secured party afforded by the Uniform Commercial Code as then in effect in Massachusetts or afforded by other applicable law. The Bank will give the undersigned not less than ten days’ notice in writing, mailed postage prepaid, to the last address of the undersigned known to it, of the time and place of any public sale of the Collateral or after which any private sale or intended disposition is to be made, which notice shall be deemed reasonable. The undersigned agrees to pay upon default of any of the Obligations secured hereunder, all costs of collection including costs incurred in the sale or disposition of the Collateral and reasonable fees of an attorney.

No delay or omission on the part of the Bank in exercising any right or remedy shall operate as a waiver thereof any other right or remedy. Waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All the Bank’s rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently, and nothing herein shall be deemed to limit in any way any rights the Bank might otherwise have under any other instrument or by law, including, without limiting the generality thereof, the right to negotiate any note or other instrument together with any Collateral specifically described therein.

This Agreement may be transmitted by facsimile machine or by electronic mail in portable document format (“pdf”) and signatures appearing on faxed instruments and/or electronic mail instruments shall be treated as original signatures. The foregoing sentence will not, however, relieve the undersigned from delivering the original of this Agreement to the Bank.

		MICROFLUIDICS INTERNATIONAL CORPORATION (formerly MFIC Corporation)
		By:	/s/ Xxxxx X. XxXxxxx
Witness		Name:	Xxxxx X. XxXxxxx
		Title:	Executive V.P. and CFO