REVOLVING CREDIT LOAN AGREEMENT
THIS REVOLVING CREDIT LOAN AGREEMENT, dated as of August 12, 1998 (as amended, the
"Agreement"), is by and between MICROFLUIDICS INTERNATIONAL CORPORATION, a Delaware
corporation (the "Company") and COMERICA BANK, a Michigan banking corporation (the "Bank").
The Company desires to obtain a credit facility providing for a revolving line of credit in the aggregate principal
amount of Five Million Dollars ($5,000,000) to refinance and replace Company's existing credit facilities, to
provide funds for its working capital needs, to fund the purchase of the assets of EMCO, and for general
corporate purposes, and the Bank is willing to establish such credit facilities in favor of the Company on the terms
and conditions herein set forth.
1.1 Certain Definitions. As used herein the following terms shall have the following respective meanings:
"Accounts," "Chattel Paper," "Documents," "Equipment," "Fixtures," "General
Intangibles," "Goods," "Instruments" and "Inventory" shall have the meanings assigned to them in the UCC on the
date of this Agreement.
"Accounts Receivable" shall mean and include all Accounts, Chattel Paper and General Intangibles (including, but
not limited to tax refunds, trade names, trade styles and goodwill, trade marks, copyrights and patents, and
applications therefor, trade and proprietary secrets, formulae, designs, blueprints and plans, customer lists,
literary rights, licenses and permits, receivables, insurance proceeds, beneficial interests in trusts and minute
books and other books and records) now owned or hereafter acquired by Company.
"Acquisition" shall mean the purchase of substantially all of the assets of EMCO by the Company.
"Acquisition Documents" shall mean the Asset Purchase Agreement, Seller's Subordinated Note and the other
documents relating to the Acquisition.
"Affiliate" shall mean, when used with respect to any person, any other person, which direct