Exhibit 10.58


 


BANKNORTH, N.A.


 


TERM NOTE


 


	
  $1,000,000.00

  	
   

  	
  March

  	
  , 2004

  
	
   

  	
   

  	
  Boston, Massachusetts

  



 


For value received, the undersigned, which term whenever used herein
shall mean each and all of the signers of this note, jointly and severally,
promises to pay to Banknorth, N.A. (“Bank”),
or order, at its office at Burlington, Massachusetts, or at such other place as
may be designated in writing by the holder hereof, the principal sum of One
Million ($1,000,000.00) Dollars in forty-eight (48) installments, as follows:
$20,833.00 on April 1, 2004, and the same amount (except the last installment
which shall be the unpaid balance) on the first day of each month thereafter
until this note is fully paid, with interest from the date hereof on the said
principal sum from time to time outstanding at the rate of five and 67/100
(5.67%) percent per annum.  Such
interest shall be payable monthly in arrears on the first day of each month,
commencing on the first of such dates next succeeding the date hereof.  Interest shall be calculated on the basis of
actual days elapsed and a 360*day year.


 


In all events the entire principal balance, together with all accrued
interest, is to be fully paid on or before March 1, 2008.


 


Whenever any installment of principal and interest due hereunder shall
not be paid within fifteen (15) days of its due date, the undersigned shall
pay, in addition thereto as a late charge, five percent (5%) percent of the
amount of any such installment.


 


The undersigned hereby authorizes Bank to charge the amount of all
monthly interest and principal payments, when due and payable hereunder,
against any of the undersigned’s accounts under the control of Bank or the
undersigned’s loan account created pursuant to a Loan and Security Agreement
(All Assets) of even date herewith (the “Agreement”).


 


At the option of the holder, this note shall become immediately due and
payable without notice or demand upon the occurrence at any time of (a) the
failure to pay in full and when due any installment of principal or interest
hereunder; (b) one or more Events of Default as defined in the Agreement; or
(c) the termination of the Agreement. Upon the occurrence of any of the
foregoing events, interest on unpaid balances shall thereafter be payable at an
interest rate per annum which is four (4%) percent greater than the rate of
interest specified herein.


 


The undersigned may prepay this note at any time, provided, however,
that at the time of any full or partial pre-payment, the undersigned shall pay
the Bank a fee equal to the greater of at least one (1%) percent of the
principal balance being prepaid or a “Yield Maintenance Fee” in an amount
computed as follows: The Federal Home Loan Bank rate with a maturity date
closest to the remaining term of this note shall be subtracted from the above
stated interest rate, or default rate, if applicable.  If the result is zero or a negative number, there shall be no
Yield Maintenance Fee due and payable. 
If the result is a positive number, then the resulting percentage shall
be multiplied by the amount of the principal balance being prepaid.  The resulting amount shall be divided by 360
and multiplied by the number of days remaining in the term of this note.  Said amount shall be reduced to present
value calculated by using the above referenced Federal Home Loan Bank rate and
the number of days remaining in the term of this note.  The resulting amount


 

















 


shall be the yield maintenance
fee due to the Bank upon prepayment of the principal of this note.  The foregoing notwithstanding, the
undersigned will not be obligated to pay to the Bank a Yield Maintenance Fee if
this note is accelerated as a result of the termination of the Agreement or a
demand by the Bank for payment in full of all obligations under the Agreement,
without the existence of an Event of Default as defined in the Agreement.


 


The undersigned and any guarantor hereby grants to Bank a lien,
security interest and right of setoff as security for all liabilities and
Obligations to Bank, whether now existing or hereafter arising, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Bank or any entity in the
control of Bank or in transit to Bank. 
At any time, without demand or notice, Bank may set off the same or any
part thereof and apply the same to any liability or obligation of the
undersigned and any guarantor even though unmatured and regardless of the
adequacy of any other collateral securing this note.  ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THIS NOTE, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE UNDERSIGNED OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY
AND IRREVOCABLY WAIVED.


 


The undersigned agrees to pay all costs of collection including
reasonable fees of attorney.


No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion.  Every one of the undersigned and every indorser
or guarantor of this note regardless of the time, order or place of signing
waives presentment, demand, protest and notices of every kind and assents to
any one or more extensions or postponements of the time of payment or any other
indulgences, to any substitutions, exchanges or releases of collateral if at
any time there be available to the holder collateral for this note, and to the
additions or releases of any other parties or persons primarily or secondarily
liable.


 


This note is secured pursuant to the terms of the Agreement.


 


THE UNDERSIGNED AND THE BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY.


 


All rights and obligations hereunder shall be governed by the law of
the Commonwealth of Massachusetts and this note shall be deemed to be under
seal.


 


	
  Witness:

  	
  MFIC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Irwin J. Gruverman, Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROFLUIDICS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Irwin J. Gruverman, Chief Executive Officer

  
						



 


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