UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant to Section~~October 1322, ~~or 15(d) of the~~2010

Securities Exchange Act of 1934

September 1, 2010

Date of Report (date of earliest event reported)

MICROFLUIDICS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 0-11625

DELAWARE		04-2793022
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

30 Ossippe Road, Newton, MA		02464
(Address of Principal Executive Offices)		(Zip Code)

(617) 969-5452

(Registrant’s Telephone No., including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 5~~Item —1.01. ~~Corporate~~Entry ~~Governance~~into ~~and~~a ~~Management~~Material Definitive Agreement.

~~Item~~On ~~5.02.~~October 22, ~~Departure~~2010, Microfluidics ofInternational ~~Directors~~Corporation orand ~~Certain~~its ~~Officers;~~wholly-owned ~~Election~~subsidiary Microfluidics ofCorporation ~~Directors;~~(collectively, ~~Appointment~~the “Borrowers”) entered into an amendment (the “Amendment”) to its Loan Agreement (the “Agreement”) with Webster Bank, National Association (“Webster Bank”) extending the maturity date of ~~Certain~~its ~~Officers;~~secured ~~Compensatory~~$1 ~~Arrangements~~million revolving line of ~~Certain~~credit ~~Officers~~with Webster Bank from October 22, 2010 until October 22, 2011. There were no other changes to the Loan Agreement.

~~(e) On September 1~~The ~~and~~full ~~September 3,~~text 2010, Microfluidics International Corporation (the “Company”) entered into employee agreements, respectively, with the following named executive officers: Peter Byczko, the Company’s Vice President of ~~Finance and Chief Accounting Officer, and William Conroy,~~ the ~~Company’s Senior Vice President —Operations and~~ ~~Engineering. The~~Amendment ~~employee agreements provide for certain severance payments if the officer’s employment~~ is ~~terminated~~ inattached ~~specific~~as ~~circumstances following a change of control and certain other benefits following a change of control.~~Exhibit ~~Each~~10.1 ~~employee~~to ~~agreement~~this ~~also~~Current ~~contains~~Report ~~covenants~~ on ~~the part of the~~Form 8-K ~~officer~~and ~~not~~is toincorporated ~~compete~~herein ~~with the Company or solicit employees of the Company while employed~~ by ~~the Company or for the severance period as set forth in the employee agreement~~reference.

InItem particular, the employee agreements provide for a payment to the named executive officer in the event the officer is terminated without cause or resigns for good reason within twelve (12) months following a change of control. The payment amount equals twelve (12) months’ base salary in the case of Mr. Conroy and nine (9~~) months’ base salary in the case of Mr~~. ~~Byczko, which amount for Mr~~01. ~~Byczko~~ ~~may~~Financial beStatements ~~increased~~and ~~by up to three (3) months’ base salary, at the sole discretion of the Company’s Chief Executive Officer~~Exhibits.

The employee agreements also provide for the payment of certain performance bonuses including a retention bonus of up to $15,000 if the named executive officer continues to be employed by the Company for two (2d) ~~months~~ Exhibits. The following ~~a change of control~~ ~~(or~~exhibit ~~earlier upon termination of the named executive officer’s employment if the named executive officer~~ is ~~terminated~~being ~~without~~filed cause or resigns for good reason) and eligibility to receive, subject to certain conditions, an accelerated payment at the time of any change of control of a pro rata share of his maximum bonus opportunity under the Company’s then-existing bonus plan reduced by the amount of the retention bonus paid. Under the employee agreements, the officer’s unvested stock options will fully vest immediately prior to a change of control.herewith:

~~The~~10.1 ~~description~~Amendment ofto ~~the~~Loan ~~employee agreements~~Agreement ~~provided~~dated ~~above~~October is22, ~~qualified~~2010 ~~in its entirety~~ by ~~the~~and ~~full~~among ~~text~~Microfluidics ofInternational ~~the employee~~Corporation ~~agreements with Mr. Byczko~~ and ~~Mr. Conroy~~Microfluidics Corporation, ~~copies of which are filed~~ as ~~Exhibits~~Borrowers, ~~10.1~~ and ~~10.2~~Webster toBank, ~~this~~National ~~Current Report on Form 8-K~~Association, ~~respectively,~~ ~~and~~as ~~are incorporated herein by reference~~Lender.

~~Section 9 - Financial Statements and Exhibits.~~2

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d) Exhibits~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

10.1 Employee Agreement by and between Microfluidics International Corporation and Peter F. Byczko dated September 1, 2010.*

	MICROFLUIDICS INTERNATIONAL CORPORATION
	(Registrant)


October 28, 2010
	By:	/s/ Peter Byczko
	Peter Byczko
	Vice President and Finance, Chief Accounting Officer

~~10.2 Employee Agreement by and between Microfluidics International Corporation and William J. Conroy dated September~~ 3, 2010.*

*Represents a management contract or compensatory plan or arrangement.EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION

10.1		Amendment to Loan Agreement dated October 22, 2010 by and among Microfluidics International Corporation and Microfluidics Corporation, as Borrowers, and Webster Bank, National Association, as Lender. (Filed herewith)

~~SIGNATURES~~4

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MICROFLUIDICS INTERNATIONAL CORPORATION
	(Registrant)
September 8, 2010
	By:	/s/ Michael C. Ferrara
	Michael C. Ferrara
	President and Chief Executive Officer

Exhibit Index

10.1 Employee Agreement by and between Microfluidics International Corporation and Peter F. Byczko dated September 1, 2010.*

10.2 Employee Agreement by and between Microfluidics International Corporation and William J. Conroy dated September 3, 2010.*

*Represents a management contract or compensatory plan or arrangement.

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