EXHIBIT 1.2 STOCKHOLDERS AGREEMENT

EXHIBIT 1.2

____________________________________________________________________________
____________________________________________________________________________

STOCKHOLDERS AGREEMENT

by and among

MICROFLUIDICS INTERNATIONAL CORPORATION

and

▇.▇. ▇▇▇▇▇▇▇▇,

and

▇▇▇▇ ▇. ▇▇▇▇▇

______________________________

Dated as of August 14, 1998

____________________________________________________________________________
____________________________________________________________________________

TABLE OF CONTENTS
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Page
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1. GENERAL PROVISIONS ................................................. 1
1.1 Shares Subject to this Agreement .............................. 1
1.2 No Partnership or Joint Venture Relationship .................. 1

2. RESTRICTIONS ON TRANSFER ........................................... 2
2.1 Non-complying Transfers Prohibited ............................ 2
2.2 Rights of First Refusal on Voluntary Transfers ................ 2
2.2.1 Right of First Refusal of the Company .................. 2
2.2.2 [Reserved] ............................................. 2
2.2.3 Closing ................................................ 3
2.2.4 Transfers to Third Parties ............................. 3
2.2.5 Transfers to Permitted Transferees ..................... 3
2.3 Transfers by Operation of Law ................................. 3
2.4 Prohibition on Certain Transfers .............................. 4
2.6 [Intentionally Left Blank.] ................................... 4
2.6 Prohibition on Encumbrances ................................... 4
2.7 Purchase Price ................................................ 4
2.7.1 Appraisal .............................................. 4
2.8 Lockout ....................................................... 5
2.9 Tenders of Shares under Sections 2.3, 2.4 and 2.5 ............. 5

3. CERTAIN STOCKHOLDER MATTERS ........................................ 6
3.1 "Drag-Along" Obligation ....................................... 6
3.2 "Lock-Up" Agreements with Underwriters ........................ 6
3.3 Legend on Stock Certificates .................................. 6
3.4 Voting for Directors .......................................... 6

4. REPRESENTATIONS AND WARRANTIES ..................................... 7
4.1 Representations and Warranties of Corporate Stockholders ...... 7
4.2 Representations and Warranties of Individual Stockholders ..... 7

5. MISCELLANEOUS ...................................................... 7
5.1 Notices ....................................................... 8
5.2 Entire Agreement .............................................. 9
5.3 Modifications and Amendments .................................. 9
5.4 ▇▇▇▇▇▇▇ and Consents .......................................... 9
5.5 Assignment .................................................... 9
5.6 Benefit ....................................................... 9
5.7 Governing Law ................................................. 9
5.8 Jurisdiction and Service of Process ........................... 9
5.9 Severability .................................................. 10
5.10 Interpretation ............................................... 10
5.11 Headings and Captions ........................................ 10

TABLE OF CONTENTS
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Page
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5.12 Enforcement .................................................. 10
5.13 No Waiver of Rights, Powers and Remedies ..................... 10
5.14 Survival of Representations and Warranties ................... 11
5.15 Expenses ..................................................... 11
5.16 No Broker or Finder .......................................... 11
5.17 Publicity .................................................... 11
5.18 Counterparts ................................................. 11

STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT made as of August 14, 1998 by and among ▇.▇. ▇▇▇▇▇▇▇▇
and ▇▇▇▇ ▇. ▇▇▇▇▇ (each individually, a "Stockholder" and collectively, the
"Stockholders") and Microfluidics International Corporation, a Delaware
corporation (the "Company"). ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ are referred to herein as the
"Individual Stockholders". Capitalized terms used and not defined herein shall
have the meanings given such terms in the Asset Purchase Agreement (as
hereinafter defined).

WHEREAS, the Stockholders are the holders in the aggregate of 900,000 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock"),
of the Company received as partial consideration for the sale of certain assets
pursuant to an Asset Purchase Agreement dated as of June 19, 1998 by and among
the Company, Epworth Manufacturing Company, Inc. and ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, Inc. (the
"Asset Purchase Agreement");

WHEREAS, the Stockholders desire to promote their mutual interests and the
interests of the Company by providing in this Agreement for the terms and
conditions governing the transfer of the Shares, the management and operation of
the Company, the relations among the Stockholders and certain other matters; and

WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of the Company that the Company enter into this Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto
covenant and agree as follows:

1. GENERAL PROVISIONS

1.1 SHARES SUBJECT TO THIS AGREEMENT. Each of the Stockholders expressly
agrees that the terms and restrictions of this Agreement shall apply to all
Shares which any of them now owns or hereafter acquires by any means, including
without limitation by purchase, assignment or operation of law, or as a result
of any stock dividend, stock split, reorganization, reclassification, whether
voluntary or involuntary, or other similar transaction, and to any shares of
capital stock of any successor-in-interest of the Company related to the Shares,
whether by sale, merger, consolidation or other similar transaction, or by
purchase, assignment or operation of law.

1.2 NO PARTNERSHIP OR JOINT VENTURE RELATIONSHIP. Notwithstanding, but not in
limitation of, any other provision of this Agreement, the parties understand and
agree that the creation, management and operation of the Company shall not
create or imply a general partnership or joint venture between or among the
Stockholders and shall not make any Stockholder the agent or partner of any
other Stockholder for any purpose.

2. RESTRICTIONS ON TRANSFER

2.1 NON-COMPLYING TRANSFERS PROHIBITED. No Stockholder may sell, assign,
transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise
alienate or dispose of any Shares now owned by such Stockholder or owned by him
during the term of this Agreement, or any right or interest therein, whether
voluntarily or involuntarily, by operation of law or otherwise, except in
accordance with this Agreement. Any such purported transfer in violation of any
provision of this Agreement and all actions by the purported transferor and
transferee in connection therewith shall be of no force or effect and the
Company shall not be required to recognize such purported transfer for any
purpose, including without limitation for purposes of dividend and voting
rights.

2.2 RIGHTS OF FIRST REFUSAL ON VOLUNTARY TRANSFERS.

2.2.1 RIGHT OF FIRST REFUSAL OF THE COMPANY. Any Stockholder who intends to
sell, assign, transfer or otherwise voluntarily alienate or dispose of any
Shares (the "Selling Stockholder") in excess of the amount that may be sold
by an affiliate under Rule 144(e)(1) promulgated under the Securities Act
of 1933, as amended (substituting the words "lesser of" in place of the
words "greater of" in such provision) shall, prior to any such transfer,
give written notice (the "Selling Stockholder's Notice") of such intention
to the Company. The Selling Stockholder's Notice shall include the name of
the proposed transferee (or the broker or market maker, if applicable), the
proposed purchase price per Share (including the cash value of any non-cash
consideration), the terms of payment of such purchase price and all other
matters relating to such sale and shall be accompanied by a copy of a
binding written agreement of the proposed transferee (or the broker or
market maker if applicable) to purchase such Shares from the Selling
Stockholder. The Selling Stockholder's Notice shall constitute a binding
offer by the Selling Stockholder to sell to the Company such number of
Shares (the "Offered Shares") then owned by the Selling Stockholder as are
proposed to be sold in the Selling Stockholder's Notice at the monetary
price per Share designated in the Selling Stockholder's Notice, payable as
provided in Section 2.2.4 hereof. Not later than fifteen (15) days after
receipt of the Selling Stockholder's Notice, the Company shall deliver
written notice (the "Company's Notice") to the Selling Stockholder stating
whether the Company has accepted the offer stated in the Selling
Stockholder's Notice. The Company may only accept the offer of the Selling
Stockholder in whole and may not accept such offer in part. If the Company
accepts the offer of the Selling Stockholder, the Company's Notice shall
fix a time, location and date for the closing of such purchase, which date
shall be not less than ten (10) nor more than thirty (30) days after
delivery of the Company's Notice.

2.2.2 [RESERVED].

2.2.3 CLOSING. The place for the closing of any purchase and sale described
in Section 2.2.1 shall be the principal office of the Company or at such
other place as the parties shall agree. At the closing, the Selling
Stockholder shall accept payment on the terms offered by the proposed
transferee named in the Selling Stockholder's Notice, including the payment
in cash of the cash value of any non-cash consideration proposed to be paid

by the proposed transferee; provided, however, that the Company shall not be
required to meet any non-monetary terms of the proposed transfer, including,
without limitation, delivery of other securities in exchange for the Shares
proposed to be sold. At the closing, the Selling Stockholder shall deliver
to the Company in exchange for ▇▇▇▇▇▇ purchased and sold at the closing,
certificates for the number of ▇▇▇▇▇▇ stated in the Selling Stockholder's
Notice, accompanied by duly executed instruments of transfer.

2.2.4 TRANSFERS TO THIRD PARTIES. If the Company fails to accept the offer
stated in the Selling Stockholder's Notice, then the Selling Stockholder
shall be free to sell all, but not without the Company's consent less than
all, of the Offered Shares to the designated transferee at a price and on
terms no less favorable to the Selling Stockholder than described in the
Selling Stockholder's Notice; provided, however, that such sale is
consummated within ninety (90) days after the giving of the Selling
Stockholder's Notice to the Company. As a condition precedent to the
effectiveness of a transfer pursuant to this Section 2.2.4, the proposed
transferee(s) shall agree in writing prior to such transfer to become a
party to this Agreement and shall thereafter be permitted to transfer Shares
only in accordance with this Agreement.

2.2.5 TRANSFERS TO PERMITTED TRANSFEREES. The restrictions on transfer
contained in this Section 2.2 shall not apply to (a) transfers by a
Stockholder to the trustee or trustees of a trust revocable solely by him,
(b) transfers by a Stockholder to his guardian or conservator, (c) subject
to the provisions of Section 2.3, transfers by a Stockholder, in the event
of his death, to his executor(s) or administrator(s) or to trustee(s) under
his will[, (d) transfers by a Stockholder which is a corporation to the
stockholders or affiliates of such Stockholder or (e) transfers by a
Stockholder which is a corporation to the purchaser of all or substantially
all of the assets of such Stockholder or to the surviving company in
connection with the reorganization of such Stockholder or the merger or
consolidation of such Stockholder with and into such surviving company]
[(c) and (d) to be deleted if Shares are to be held by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇]
(collectively, "Permitted Transferees"); provided, however, that in any
such event the Shares so transferred in the hands of each such Permitted
Transferee shall remain subject to this Agreement, and each such Permitted
Transferee shall so acknowledge in writing as a condition precedent to the
effectiveness of such transfer.

2.3 TRANSFERS BY OPERATION OF LAW. In the event that a Stockholder (i) files a
voluntary petition under any bankruptcy or insolvency law or a petition for the
appointment of a receiver or makes an assignment for the benefit of creditors,
or (ii) is subjected involuntarily to such a petition or assignment or to an
attachment or other legal or equitable interest with respect to his Shares and
such involuntary petition or assignment or attachment is not discharged within
thirty (30) days after its date, or (iii) is subject to a transfer of his Shares
by operation of law, the Company or its assignee shall have the right to elect
to purchase all of the Shares which are then owned by the Stockholder at a
purchase price per Share determined in accordance with Section 2.7 hereof.
Failure of the Company to elect to purchase the Shares under this Section 2.3
shall not affect the right of any of them to purchase the same Shares under
Section 2.2 in the event of a

proposed sale, assignment, transfer or other disposition by or to any receiver,
petitioner, assignee, transferee or other person obtaining an interest in the
Shares.

2.4. PROHIBITION ON CERTAIN TRANSFERS. Each Stockholder agrees that it will
not knowingly sell, assign, transfer, exchange, gift, devise, pledge,
hypothecate, encumber or otherwise alienate or dispose of any Shares now owned
by such Stockholder or owned by him during the term of this Agreement, or any
right or interest therein, where the ultimate transferee either (i) engages in
or has a financial interest in, any business which is competitive with the
business of the Company or any of its affiliates, including but not limited to
the Business or (ii) is in the process of making or contemplating making an
offer to purchase the outstanding Common Stock of the Company or all or
substantially all of the assets of the Company.

2.5. [INTENTIONALLY LEFT BLANK.]

2.6 PROHIBITION ON ENCUMBRANCES. No Stockholder may pledge, hypothecate or
otherwise encumber his Shares in any way.

2.7 PURCHASE PRICE.

2.7.1 APPRAISAL. The purchase price of Shares hereunder shall be the fair
market value per Share determined by appraisal as follows. Within thirty
(30) days after the election to purchase pursuant to Section 2.3, the
Company shall appoint an appraiser, the Stockholder whose Shares are being
purchased (or his legally appointed representative(s)) shall appoint a
second appraiser, and the two appraisers so appointed shall appoint a third
appraiser, or failing action within such period by any party or the
appraisers, any unappointed appraiser or appraisers shall be appointed by
the American Arbitration Association, Boston, Massachusetts, upon
application of any party or appraiser. Each appraiser shall be a member or
an associate of an independent investment banking firm, a public accounting
firm, an appraisal firm, or another person experienced in valuing the
securities of entities in businesses similar to the Company's. The Company
shall promptly furnish to the three appraisers such information concerning
its financial condition, earnings, capitalization, business prospects and
sales of its capital stock as they may reasonably request. Each appraiser
shall independently determine the value of the Shares of the Stockholder
whose Shares are being purchased as of a convenient date selected by the
three appraisers taking into account any legal or market restrictions
affecting the liquidity of the Shares and any discount for minority blocks
of Shares. The determination of the fair market value of the Shares shall
be by taking the average of the two closest appraised values, and such
determination shall be final and binding upon all interested persons. The
appraisers shall promptly notify in writing the Company, the Stockholder
whose Shares are being purchased (or his legally appointed
representative(s)), the other Stockholders, and any other interested person
known to the appraisers, of the appraisers' final determination of value.
The parties shall each bear the fees and expenses of the appraiser
appointed by or for each of them, and the fees and expenses of the third
appraiser shall be borne one-half by the Stockholder whose Shares

are being purchased (or his legally appointed representative(s)) and one-
half by the purchaser of the Shares.

2.8 LOCKOUT. Subject to the terms and conditions of this Agreement, the
Stockholders agree that they will not sell any of their Shares unless and until
(i) after the first anniversary of the date of the Asset Purchase Agreement and
(ii) after the Market Price (as defined below) of the Company's Common Stock at
any time after such date shall be at least one hundred fifty percent (150%) (the
date of such occurrence shall be referred to as the "Eligibility Date") of the
Market Price of the Company's Common Stock on the date of the Asset Purchase
Agreement, in which event each Stockholder may sell (a) up to twenty-five
percent (25%) of the Shares owned by him may be sold commencing on the
Eligibility Date, (b) up to fifty percent (50%) of the Shares owned by him may
be sold commencing on the second anniversary of the date of the Asset Purchase
Agreement. Subject to the terms and conditions of this Agreement and
notwithstanding anything in this Section 2.8 to the contrary, all of the Shares
owned by the Sellers may be sold commencing on the third anniversary of the date
of the Asset Purchase Agreement without regard to the Market Price of the
Company's Common Stock.

Market Price as used in this Section 2.8 shall mean (a) if the Company's
Common Stock are listed on a national securities exchange, the average of the
last reported sales price per share of the Company's Common Stock for the five
(5) consecutive business days immediately preceding the date on which any such
determination is to be made, (b) if the Company's Common Stock are traded on the
NASDAQ Stock Market, the average of the last reported bid price of a share of
the Company's Common Stock for the five (5) consecutive business days
immediately preceding the date on which such determination is to be made, as
reported by the NASDAQ Stock Market or (c) if the Company's Common Stock are not
listed on a national securities exchange or traded on the NASDAQ Stock Market,
as determined in good faith by the Company's Board of Directors or Board of
Managers, as the case may be.

2.9 TENDERS OF SHARES UNDER SECTION 2.3. The Stockholder whose Shares are
being purchased by the Company or its assignee pursuant to Section 2.3 (or his
legally appointed representative(s)) shall tender all Shares being purchased
thereunder to the purchaser thereof, at the principal office of the Company (or
such other place as the parties may agree) at a reasonable date and time
specified by the purchaser (in any event within sixty (60) days of the
purchaser's election), by delivery of certificates representing such Shares
endorsed in blank and in proper form for transfer against payment of the
purchase price in cash or by certified or bank check, or upon such terms as are
applicable under Section 2.2.3.

3. CERTAIN STOCKHOLDER MATTERS

3.1 "DRAG-ALONG" OBLIGATION. In the event that any person or group (as such
term is defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended) desires to acquire all or substantially all of the capital stock of the
Company, whether directly or indirectly, and the Board of Directors of the
Company approves such transaction and recommends it to the

Stockholders, each Stockholder agrees to sell to such third party on the terms
offered by such third party, a portion of the Shares owned by such Stockholder
equal to the percentage of all the Shares offered to be acquired by such third
party, and to execute all documents reasonably necessary to effectuate such
sale.

3.2 "LOCK-UP" AGREEMENTS WITH UNDERWRITERS. If on any occasion of
registration, in which the Company proposes to file a registration statement
under the Securities Act with respect to the proposed sale of Common Stock, the
managing underwriter shall request an agreement by the Stockholders not to sell
any of the Shares so held by each Stockholder for a period of 180 days after the
effectiveness of any such registration statement in order to effect an orderly
public distribution thereof, then the Stockholders shall agree to enter into and
execute such an agreement with such managing underwriter and the Company
pertaining to a restriction on the transfer of any shares of capital stock of
the Company then held by the Stockholder during such 180-day period.

3.3 LEGEND ON STOCK CERTIFICATES. The Company will cause all certificates or
other instruments representing shares of the Company's capital stock now issued
and outstanding or hereafter issued and to which the provisions of this
Agreement apply to be endorsed conspicuously on the face thereof with the
following legend (in addition to the legend thereon resulting from Rule 144
restrictions):

"The shares represented by this certificate are subject to a certain
Stockholders' Agreement dated as of August 14, 1998 by and among the
Company and certain Stockholders of the Company, a copy of which
Stockholders' Agreement is available for inspection at the offices of the
Company or may be available upon request."

3.4 VOTING FOR DIRECTORS. Pursuant to Section 5.05 of the Asset Purchase
Agreement, the Company has agreed to use its reasonable efforts to cause the
nomination of the Individual Stockholders as directors of the Company at the
1999 annual meeting of the Company's shareholders and under certain
circumstances, thereafter. In consideration of such agreement, the Individual
Stockholders agree that, so long as they are holders of Shares or directors of
the Company they will support the directors recommended by the board of
directors of the Company, or, if applicable, the nominating committee of the
board of directors.

4. REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS AND WARRANTIES OF CORPORATE STOCKHOLDERS. Each Stockholder
that is a corporation hereby represents and warrants to the Company and to each
other Stockholder as follows:

(a) Organization and Authority. Such Stockholder is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated. Such Stockholder has the
corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.

(b) Corporate Action. Such Stockholder has taken all corporate action
necessary for it to enter into this Agreement and to consummate the
transactions contemplated hereby.

(c) Absence of Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation of, or default under, or conflict with, or require
any consent under any term or provision of the certificate of incorporation
or by-laws of such Stockholder or any contract, commitment, indenture, lease
or other agreement to which such Stockholder is a party or by which such
Stockholder or any of its assets is bound.

(d) Binding Obligation. This Agreement constitutes a valid and binding
obligation of such Stockholder, enforceable in accordance with its terms,
except to the extent that such enforceability may be limited by bankruptcy,
insolvency and similar laws affecting the rights and remedies of creditors
generally, and by general principles of equity and public policy.

4.2 REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL STOCKHOLDERS. Each
Stockholder who is an individual hereby represents and warrants to the Company
and to each other Stockholder as follows:

(a) Absence of Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation of, or default under, or conflict with, or require
any consent under any term or provision of any contract, commitment,
indenture, lease or other agreement to which such Stockholder is a party or
by which such Stockholder or any of his assets is bound.

(b) Binding Obligation. This Agreement constitutes a valid and binding
obligation of such Stockholder, enforceable in accordance with its terms,
except to the extent that such enforceability may be limited by bankruptcy,
insolvency and similar laws affecting the rights and remedies of creditors
generally, and by general principals of equity and public policy.

5. MISCELLANEOUS

5.1 Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by recognized overnight courier,
or (iv) sent by registered or certified mail, return receipt requested, postage
prepaid.

If to the Company:

Microfluidics International Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

With a copy to:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C.
One Financial Center
Boston, MA 02111

If to the Stockholders:
EMCO U.S.A.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇
Attn: ▇. ▇. ▇▇▇▇▇▇▇▇

With a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇▇, Esquire
Kreis, Enderle, Collander & ▇▇▇▇▇▇▇, P.C.
One Moorsbridge
P.O. Box 4010
Kalamazoo, MI ▇▇▇▇▇-▇▇▇▇
Tel. ▇▇▇-▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇

All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if made by telex, telecopy or facsimile transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next business day following the day
such notice is delivered to the courier service, or (iv) if sent by registered
mail, on the fifth business day following the day such mailing is made.

5.2 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement
shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.

5.3 MODIFICATIONS AND AMENDMENTS. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by all parties
hereto.

5.4 WAIVERS AND CONSENTS. The terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written document
executed by the party entitled to the benefits of such terms or provisions. No
such waiver or consent shall be deemed to be or shall constitute a waiver or
consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.

5.5 ASSIGNMENT. Neither this Agreement, nor any right hereunder, may be
assigned by any of the parties hereto without the prior written consent of the
other parties, except that the Company may assign all or part of its rights and
obligations under this Agreement to one or more direct or indirect subsidiaries
or affiliates (in which event, representations and warranties relating to the
Company shall be appropriately modified).

5.6 BENEFIT. All statements, representations, warranties, covenants and
agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each
party hereto. Nothing in this Agreement shall be construed to create any rights
or obligations except among the parties hereto, and no person or entity shall be
regarded as a third-party beneficiary of this Agreement.

5.7 GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the law
of the Commonwealth of Massachusetts, without giving effect to the conflict of
law principles thereof.

5.8 JURISDICTION AND SERVICE OF PROCESS. Any legal action or proceeding with
respect to this Agreement may be brought in the courts of the Commonwealth of
Massachusetts or of the United States of America for the District of
Massachusetts. By execution and delivery of this Agreement, each of the parties
hereto accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereby
irrevocably waive any objection or defense that they may now or hereafter have
to the assertion of personal jurisdiction by any such court in any such action
or to the laying of the venue of any such action in any such court, and hereby
waive, to the extent not prohibited by law, and agree not to assert, by way of
motion, as a defense, or otherwise, in any such proceeding, any claim that it is
not subject to the jurisdiction of the above-named courts for such proceedings.
Each of the parties hereto irrevocably consents to the service of process of any
of the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered mail, postage prepaid, to the party at its address
set forth in Section 5.1 hereof and irrevocably waive any objection or defense
that it may now or hereafter have to the sufficiency of any such service of
process in any such action. Nothing in this Section 5.8 shall affect the rights
of the parties to commence any such action in any other forum or to serve
process in any such action in any other manner permitted by law.

5.9 SEVERABILITY. In the event that any court of competent jurisdiction shall
finally determine that any provision, or any portion thereof, contained in this
Agreement shall be void or unenforceable in any respect, then such provision
shall be deemed limited to the extent that such

court determines it enforceable, and as so limited shall remain in full force
and effect. In the event that such court shall determine any such provision, or
portion thereof, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.

5.10 INTERPRETATION. The parties hereto acknowledge and agree that: (i) each
party and its counsel reviewed and negotiated the terms and provisions of this
Agreement and have contributed to its revision; (ii) the rule of construction to
the effect that any ambiguities are resolved against the drafting party shall
not be employed in the interpretation of this Agreement; and (iii) the terms and
provisions of this Agreement shall be construed fairly as to all parties hereto
and not in favor of or against any party, regardless of which party was
generally responsible for the preparation of this Agreement.

5.11 HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or
provisions hereof.

5.12 ENFORCEMENT. Each of the parties hereto acknowledges and agrees that the
rights acquired by each party hereunder are unique and that irreparable damage
would occur in the event that any of the provisions of this Agreement to be
performed by the other party were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, in addition to any
other remedy to which the parties hereto are entitled at law or in equity, each
party hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement by the other party and to enforce specifically the
terms and provisions hereof in any federal or state court to which the parties
have agreed hereunder to submit to jurisdiction.

5.13 NO WAIVER OF RIGHTS, POWERS AND REMEDIES. No failure or delay by a party
hereto in exercising any right, power or remedy under this Agreement, and no
course of dealing among the parties hereto, shall operate as a waiver of any
such right, power or remedy of the party. No single or partial exercise of any
right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or
remedy, shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The election of any
remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not
expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand.

5.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall
survive (i) the execution and delivery hereof, and (ii) any investigations made
by or on behalf of the parties, and shall remain in full force and effect for a
period of two years following the date hereof. No claim shall be made by a
party for any alleged misrepresentation or breach of warranty by the other party
unless notice for such claim

shall have been given to the other party in accordance with the notice provision
hereof prior to the expiration of the survival period specified above with
respect to such representation or warranty.

5.15 EXPENSES. Each of the parties hereto shall pay its own fees and expenses
(including the fees of any attorneys, accountants, appraisers or others engaged
by such party) in connection with this Agreement and the transactions
contemplated hereby whether or not the transactions contemplated hereby are
consummated.

5.16 NO BROKER OR FINDER. Each of the parties hereto represents and warrants
to the other that no broker, finder or other financial consultant has acted on
its behalf in connection with this Agreement or the transactions contemplated
hereby in such a way as to create any liability on the other, other than
O'Conor, ▇▇▇▇▇▇ ▇▇▇▇▇, Inc. which has acted on behalf of the Company in
connection with the purchase of the Transferred Assets under the Asset Purchase
Agreement and the payment of whose fees is solely the responsibility of the
Company. Each of the parties hereto agrees to indemnify and save the other
harmless from any claim or demand for commission or other compensation by any
broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses
incurred in defending against any such claim.

5.17 PUBLICITY. No party shall issue any press releases or otherwise make any
public statement with respect to the transactions contemplated by this Agreement
without the prior written consent of the other parties, except as may be
required by law.

5.18 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
and by different parties hereto on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused
this Agreement to be executed by their duly authorized representatives, as of
the date first written above.

MICROFLUIDICS INTERNATIONAL
CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President

/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇

EXHIBIT 1.2 STOCKHOLDERS AGREEMENT

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