Exhibit 99.3


 


TD BANK, N.A.


 


SECURITY AGREEMENT

(Pledged Collateral)


 


June 30, 2008


Boston, Massachusetts


 


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

  	
   

  	
  Staedler Mars
  GMBH & Co. KG

  	
   

  	
  06/30/2008

  	
   

  	
  $

  	
  37,632.80

  	
   

  
	
  3994770104

  	
   

  	
  Syngere International Ltd.

  	
   

  	
  12/04/2008

  	
   

  	
  $

  	
  8,531.80

  	
   

  
	
  3994770105

  	
   

  	
  Indian Institute of
  Chemical Technology

  	
   

  	
  06/30/2008

  	
   

  	
  $

  	
  10,799.80

  	
   

  
	
  3994770106

  	
   

  	
  Glaxo Smith Kline
  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/ Brian E. LeClair

  
	
  Witness

  	
   

  	
  Name:

  	
  Brian E. LeClair

  
	
   

  	
   

  	
  Title:

  	
  Executive V.P. and CFO