EX 3.10(z)

[MICROFLUIDICS LETTERHEAD APPEARS HERE]

                                                 December 31, 1998

Irwin Gruverman 
16 Tanglewood Road
Needham,  MA  02194

Dear Mr. Gruverman:

This will confirm our Agreement concerning your compensation as
chairman and CEO of MFIC.

Subject to approval by the board, we will pay you at a base rate of
$95,000 per year, beginning January 1, 1999, subject to reductions
and other changes imposed on executives at the December 21, 1998
board meeting ($76,000 on 1/1/99).  You will participate in a bonus
pool,  if any,  for management employees.  You agree that MFIC will
withhold money from your compensation to pay appropriate taxes.  You
will be included in MFIC's insurance and medical programs as in
past years, at no cost to you,  as part of your compensation.


MICROFLUIDICS INTERNATIONAL, INC.


/s/ Michael A Lento                                     /s/  Irwin Gruverman
- -------------------------------                         ------------------------
Michael A Lento, President                              Irwin Gruverman
                                                        for myself

/s/ Irwin Gruverman
- -------------------------------
Irwin Gruverman, CEO, Chairman


[MICROFLUIDICS LETTERHEAD APPEARS HERE]