**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 hereinshall 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 asmay be designated in writing by the holder hereof, the principal sum of OneMillion ($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 installmentwhich shall be the unpaid balance) on the first day of each month thereafteruntil this note is fully paid, with interest from the date hereof on the saidprincipal sum from time to time outstanding at the rate of five and 67/100(5.67%) percent per annum.  Suchinterest 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 ofactual days elapsed and a 360*day year.

 

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

 

Whenever any installment of principal and interest due hereunder shallnot be paid within fifteen (15) days of its due date, the undersigned shallpay, in addition thereto as a late charge, five percent (5%) percent of theamount of any such installment.

 

The undersigned hereby authorizes Bank to charge the amount of allmonthly interest and principal payments, when due and payable hereunder,against any of the undersigned’s accounts under the control of Bank or theundersigned’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 andpayable without notice or demand upon the occurrence at any time of (a) thefailure to pay in full and when due any installment of principal or interesthereunder; (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 theforegoing events, interest on unpaid balances shall thereafter be payable at aninterest rate per annum which is four (4%) percent greater than the rate ofinterest 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 paythe Bank a fee equal to the greater of at least one (1%) percent of theprincipal balance being prepaid or a “Yield Maintenance Fee” in an amountcomputed as follows: The Federal Home Loan Bank rate with a maturity dateclosest to the remaining term of this note shall be subtracted from the abovestated interest rate, or default rate, if applicable.  If the result is zero or a negative number, there shall be noYield Maintenance Fee due and payable. If the result is a positive number, then the resulting percentage shallbe multiplied by the amount of the principal balance being prepaid.  The resulting amount shall be divided by 360and multiplied by the number of days remaining in the term of this note.  Said amount shall be reduced to presentvalue calculated by using the above referenced Federal Home Loan Bank rate andthe number of days remaining in the term of this note.  The resulting amount

 

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shall be the yield maintenancefee due to the Bank upon prepayment of the principal of this note.  The foregoing notwithstanding, theundersigned will not be obligated to pay to the Bank a Yield Maintenance Fee ifthis note is accelerated as a result of the termination of the Agreement or ademand 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 andObligations to Bank, whether now existing or hereafter arising, upon andagainst all deposits, credits, collateral and property, now or hereafter in thepossession, custody, safekeeping or control of Bank or any entity in thecontrol of Bank or in transit to Bank. At any time, without demand or notice, Bank may set off the same or anypart thereof and apply the same to any liability or obligation of theundersigned and any guarantor even though unmatured and regardless of theadequacy of any other collateral securing this note.  ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS ORREMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THIS NOTE, PRIOR TOEXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHERPROPERTY OF THE UNDERSIGNED OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILYAND IRREVOCABLY WAIVED.

 

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

No delay or omission on the part of the holder in exercising any righthereunder shall operate as a waiver of such right or of any other right of suchholder, nor shall any delay, omission or waiver on any one occasion be deemed abar to or waiver of the same or any other right on any future occasion.  Every one of the undersigned and every indorseror guarantor of this note regardless of the time, order or place of signingwaives presentment, demand, protest and notices of every kind and assents toany one or more extensions or postponements of the time of payment or any otherindulgences, to any substitutions, exchanges or releases of collateral if atany time there be available to the holder collateral for this note, and to theadditions or releases of any other parties or persons primarily or secondarilyliable.

 

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

 

THE UNDERSIGNED AND THE BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASEDHEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOANDOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OFCONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONSOF ANY PARTY.

 

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

 
| Witness: | MFIC CORPORATION          |
|----------|---------------------------|
|     |                      |
|     |                      |
|     |                      | By: |   |   |
|     |                      | Irwin J. Gruverman, Chief Executive Officer |
|     |                      |
|     |                      |
|     | MICROFLUIDICS CORPORATION |
|     |                      |
|     |                      |
|     | By:                       |   |   |
|     |                      | Irwin J. Gruverman, Chief Executive Officer |
|          |                           |  |  |  |  |

 

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