**Exhibit10.70**

TD Banknorth, N.A.

17 New England ExecutivePark

2nd Floor

Burlington, MA 01803

TDBanknorth.com

November 20, 2006

Microfluidics Corporation as Agent

30 Ossipee Road

Newton, MA 02464-9101

Attn: Dennis P. Riordan,Controller

Re:                               Loanand Security Agreement (All Assets) dated as of March 3, 2004 (the **“Loan Agreement”**) between and among MFIC Corporation, aDelaware Corporation (**“MFIC”**) andMicrofluidics Corporation, a Delaware Corporation (**“Microfluidics”**)(MFIC and Microfluidics are hereafter collectively referred to as the **“Borrower”**) and TD Banknorth N.A. (formerly known asBanknorth N.A. the **“Lender”**) andRelated Documents (the **“Transaction Documents”**)

Gentlemen:

Reference is madeto the Loan Agreement between the Borrower and the Lender and the TransactionDocuments. The Agreement is hereby amended, effective immediately as follows:

Section 1.01 theterm for **“Debt Service Coverage Ratio”** is herebydeleted in its entirety and the following new terms substituted therefore, asfollows:

“Debt Service Coverage Ratio” shall mean,during the applicable period, that quotient equal to (a) EBITDA of the Borrowerplus Share Based Compensation minus distributions minus Cash Taxes of theBorrower, divided by fixed charges of the Borrower, that is,

EBITDA + ShareBased Compensation - distributions - Cash Taxes

Fixed Charges

“EBITDA” shall mean, for the applicable period,income from continuing operations before the payment of interest and taxes,plus depreciation and amortization, determined in accordance with generallyaccepted accounting principles.

“Share Based Compensation” shall mean, duringthe applicable period, the non cash expense relating to options granted toemployees and others as detailed in the Borrower’s condensed consolidatedstatements of cash flows from operating activities, determined in accordancewith generally accepted accounting principles.

“Cash Taxes” shall mean, during the applicableperiod, those taxes actually paid by the Borrower.

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Nothing containedherein, nor shall any correspondence between the Borrower and the Bank alter orimpair the demand nature of the Borrower’s Obligations to the Bank under theLoan Agreement.

Except asspecifically amended hereby, the Loan Agreement remains in full force andeffect and the Borrower reaffirms all representations and warranties containedtherein, as of the date hereof.

Please acknowledgeyour assent and agreement to the foregoing by signing this letter in the spaceprovided and returning it to the undersigned, whereupon it shall take effect asan instrument under seal.
|        |   | Very truly yours,                         |
|--------|--------|-------------------------------------------|
|   |   | TD BANKNORTH, N.A.                        |
|   |   |                                      |
|   |   |                                      |
|   | By:    |  /s/ Brant A.  McDougall             |
|   |   | Brant A. McDougall, Senior Vice President |

 
| ACKNOWLEDGED AND AGREED TO: |                                 |   |
|-----------------------------|--------------------------------------|--------|
|                        |                                 |   |
| MFIC Corporation            |                                 |   |
|                        |                                 |   |
| By:                         | /s/ Irwin J. Gruverman               |   |   |
|                        | Irwin J. Gruverman, Chairman and CEO |   |   |
|                        |                                 |   |
| Date:                       | 12/07/06                             |   |   |
|                        |                                 |   |
| Microfluidics Corporation   |                                 |   |
|                        |                                 |   |
| By:                         | /s/ Irwin J. Gruverman               |   |   |
|                        |                                 |   |
| Date:                       | 12/07/06                             |   |   |
|                             |                                      |        |  |  |

 

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