**Exhibit 10.64**

 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES ANDEXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPONAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPTPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ORPURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITHAPPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TOTHE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLYACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH ABONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH AFINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE501(a) UNDER THE SECURITIES ACT.

 

**COMMONSTOCK PURCHASE WARRANT**

 

No. W-   

 

To Purchase 100,000 Shares of Common Stock of

 

**MFICCorporation**

 

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for valuereceived,  Maxim Group LLC  (the “Holder”),is entitled, upon the terms and subject to the limitations on exercise and theconditions hereinafter set forth, at any time on or after April 1, 2005 (the “InitialExercise Date”) and on or prior to the close of business on the thirdanniversary of the Initial Exercise Date (the “Termination Date”) butnot thereafter, to subscribe for and purchase from MFIC Corporation, a Delawarecorporation (the “Company”), up to               shares (the “Warrant Shares”) of Common Stock, par value $.01 per share,of the Company (the “Common Stock”). The purchase price of one share ofCommon Stock (the “Exercise Price”) under this Warrant shall be **$3.20** subject toadjustment hereunder. The Exercise Price and the number of WarrantShares for which the Warrant is exercisable shall be subject to adjustment asprovided herein. 

 

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# 1.             Title to Warrant. Prior to the Termination Dateand subject to compliance with applicable laws and Section 7 of this Warrant,this Warrant and all rights hereunder are transferable, in whole or in part, atthe office or agency of the Company by the Holder in person or by dulyauthorized attorney, upon surrender of this Warrant together with theAssignment Form annexed hereto properly endorsed. The transferee shall sign aninvestment letter in form and substance reasonably satisfactory to the Company.

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# 2.             Authorization of Shares. The Company covenantsthat all Warrant Shares which may be issued upon the exercise of the purchaserights represented by this Warrant will, upon exercise of the purchase rightsrepresented by this Warrant, be duly authorized, validly issued, fully paid andnonassessable and free from all taxes, liens and charges in respect of theissue thereof (other than taxes in respect of any transfer occurringcontemporaneously with such issue).

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# 3.             Exercise of Warrant.

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(a)           Except as provided in Section 4herein, exercise of the purchase rights represented by this Warrant may be madeat any time or times on or after the Initial Exercise Date and on or before theTermination Date by the surrender of this Warrant and the Notice of ExerciseForm annexed hereto duly executed, at the office of the Company (or such otheroffice or agency of the Company as it may designate by notice in writing to theregistered Holder at the address of such Holder appearing on the books of theCompany) and upon payment of the Exercise Price of the shares thereby purchasedby wire transfer or cashier’s check drawn on a United States bank or by meansof a cashless exercise pursuant to Section 3(c), the Holder shall be entitledto receive a certificate for the number of Warrant Shares so purchased. Certificatesfor Warrant Shares purchased hereunder shall be delivered to the Holder withinthree (3) trading days after the date on which this Warrant shall have beenexercised as aforesaid. This Warrant shall be deemed to have been exercised andsuch certificate or certificates shall be deemed to have been issued, andHolder or any other person so designated to be named therein shall be deemed tohave become a holder of record of such shares for all purposes, as of the datethe Warrant has been exercised by payment to the Company of the Exercise Priceand all taxes required to be paid by the Holder, if any, pursuant to Section 5prior to the issuance of such shares, have been paid. If the Company fails todeliver to the Holder a certificate or certificates representing the WarrantShares pursuant to this Section 3(a) by the third trading day after the date ofexercise, then the Holder will have the right to rescind such exercise.

 

## (b)           Ifthis Warrant shall have been exercised in part, the Company shall, at the timeof delivery of the certificate or certificates representing Warrant Shares,deliver to Holder a new Warrant evidencing the rights of Holder to purchase theunpurchased Warrant Shares called for by this Warrant, which new Warrant shallin all other respects be identical with this Warrant.

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# (c)           Ifat any time after one year from the date of issuance of this Warrant there isno effective registration statement registering the resale of the WarrantShares by 

 

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# the Holder, this Warrant may also be exercised, inwhole or in part, at any time prior to the Termination Date, by means of a “cashlessexercise” in which the Holder shall be entitled to receive a certificate forthe number of Warrant Shares equal to the quotient obtained by dividing [(A-B)(X)] by (A), where:

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(A) = the closing bid price on the tradingday preceding the date of such election;

 

(B) = the Exercise Price of the Warrants, as adjusted; and

 

(X) = the number of Warrant Shares issuableupon exercise of the Warrants in accordance with the terms of this Warrant.

 

In addition to the Warrant Shares issuableupon any such cashless exercise, the Company shall also issue the Holder SeriesB Warrants to purchase that number of shares of Common Stock that would havebeen issuable if this Warrant had been exercised for cash.

 

# 4.             No Fractional Shares. No fractional shares shallbe issued upon the exercise of this Warrant. As to any fraction of a sharewhich Holder would otherwise be entitled to purchase upon such exercise, theCompany shall pay a cash adjustment in respect of such final fraction in anamount equal to such fraction multiplied by the Exercise Price.

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# 5.             Charges, Taxes and Expenses. Issuance ofcertificates for Warrant Shares shall be made without charge to the Holder forany issue or transfer tax or other incidental expense in respect of theissuance of such certificate, all of which taxes and expenses shall be paid bythe Company, and such certificates shall be issued in the name of the Holder orin such name or names as may be directed by the Holder; provided, however,that in the event certificates for Warrant Shares are to be issued in a nameother than the name of the Holder, this Warrant when surrendered for exerciseshall be accompanied by the Assignment Form attached hereto duly executed bythe Holder; and the Company may require, as a condition thereto, the payment ofa sum sufficient to reimburse it for any transfer tax incidental thereto.

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# 6.             Closing of Books. The Company will not close itsstockholder books or records in any manner which prevents the timely exerciseof this Warrant, pursuant to the terms hereof.

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# 7.             Transfer, Division and Combination.

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## (a)           Subjectto compliance with any applicable securities laws and the conditions set forthin Sections 1 and 7(e) hereof, this Warrant and all rights hereunder aretransferable, in whole or in part, upon surrender of this Warrant at theprincipal office of the Company, together with a written assignment of thisWarrant substantially in the form attached hereto duly executed by the Holderor its agent or attorney and funds sufficient to pay any transfer taxes payableupon the making of such transfer. Upon such surrender and, if required, suchpayment, the Company shall execute and deliver a new Warrant or Warrants in thename of the assignee or assignees and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor 

 

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## a new Warrantevidencing the portion of this Warrant not so assigned, and this Warrant shallpromptly be cancelled. A Warrant, if properly assigned, may be exercised by anew holder for the purchase of Warrant Shares without having a new Warrantissued.

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## (b)           ThisWarrant may be divided or combined with other Warrants upon presentation hereofat the aforesaid office of the Company, together with a written noticespecifying the names and denominations in which new Warrants are to be issued,signed by the Holder or its agent or attorney. Subject to compliance withSection 7(a), as to any transfer which may be involved in such division orcombination, the Company shall execute and deliver a new Warrant or Warrants inexchange for the Warrant or Warrants to be divided or combined in accordancewith such notice.

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## (c)           TheCompany shall prepare, issue and deliver at its own expense (other thantransfer taxes) the new Warrant or Warrants under this Section 7.

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## (d)           TheCompany agrees to maintain, at its aforesaid office, books for the registrationand the registration of transfer of the Warrants.

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## (e)           If, at the time of the surrender of thisWarrant in connection with any transfer of this Warrant, the transfer of thisWarrant shall not be registered pursuant to an effective registration statement under the Securities Actand under applicable statesecurities or blue sky laws, the Company may require, as a condition ofallowing such transfer (i) that the Holder or transferee of this Warrant, asthe case may be, furnish to the Company a written opinion of counsel (whichopinion shall be in form, substance and scope customary for opinions of counselin comparable transactions) to the effect that such transfer may be madewithout registration under the Securities Act and under applicable state securities or bluesky laws, (ii) that the holder or transferee execute and deliver to the Companyan investment letter in form and substance acceptable to the Company and (iii)that the transferee be an “accredited investor” as defined in Rule 501(a)promulgated under the Securities Act.

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# 8.             No Rights as Shareholder until Exercise. ThisWarrant does not entitle the Holder to any voting rights or other rights as ashareholder of the Company prior to the exercise hereof. Upon the surrender ofthis Warrant and the payment of the aggregate Exercise Price (or by means of acashless exercise), the Warrant Shares so purchased shall be and be deemed tobe issued to such Holder as the record owner of such shares as of the close ofbusiness on the later of the date of such surrender or payment.

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# 9.             Loss, Theft, Destruction or Mutilation of Warrant.The Company covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of thisWarrant or any stock certificate relating to the Warrant Shares, and in case ofloss, theft or destruction, of indemnity or security reasonably satisfactory toit (which, in the case of the Warrant, shall not include the posting of anybond), and upon surrender and cancellation of such Warrant or stockcertificate, if mutilated, the Company will make and deliver a new Warrant orstock certificate of like tenor and dated as of such cancellation, in lieu ofsuch Warrant or stock certificate.

 

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# 10.           Saturdays, Sundays, Holidays, etc.If the last or appointed day for the taking of any action or the expiration ofany right required or granted herein shall be a Saturday, Sunday or a legalholiday, then such action may be taken or such right may be exercised on thenext succeeding day not a Saturday, Sunday or legal holiday.

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# 11.           Adjustments of Exercise Price andNumber of Warrant Shares.

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## (a)           Thenumber and kind of securities purchasable upon the exercise of this Warrant andthe Exercise Price shall be subject to adjustment from time to time upon thehappening of any of the following. In case the Company shall (i) pay a dividendin shares of Common Stock or make a distribution in shares of Common Stock toholders of its outstanding Common Stock, (ii) subdivide its outstanding sharesof Common Stock into a greater number of shares, (iii) combine its outstandingshares of Common Stock into a smaller number of shares of Common Stock, or (iv)issue any shares of its capital stock in a reclassification of the CommonStock, then the number of Warrant Shares purchasable upon exercise of thisWarrant immediately prior thereto shall be adjusted so that the Holder shall beentitled to receive the kind and number of Warrant Shares or other securitiesof the Company which it would have owned or have been entitled to receive hadsuch Warrant been exercised in advance thereof. Upon each such adjustment ofthe kind and number of Warrant Shares or other securities of the Company whichare purchasable hereunder, the Holder shall thereafter be entitled to purchasethe number of Warrant Shares or other securities resulting from such adjustmentat an Exercise Price per Warrant Share or other security obtained bymultiplying the Exercise Price in effect immediately prior to such adjustmentby the number of Warrant Shares purchasable pursuant hereto immediately priorto such adjustment and dividing by the number of Warrant Shares or othersecurities of the Company resulting from such adjustment. An adjustment madepursuant to this paragraph shall become effective immediately after theeffective date of such event retroactive to the record date, if any, for suchevent.

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## (b)           ExercisePrice Adjustment. If the Company at any time while this Warrant isoutstanding shall issue, or be deemed to have issued, Additional Shares ofCommon Stock (as hereinafter defined) without consideration or forconsideration per share of Common Stock less than the then applicable ExercisePrice (the “Dilutive Price”) (a “Triggering Issuance”) in effect immediatelyprior to such issuance, then forthwith upon the occurrence of any such event(the “Dilutive Event”) the Exercise Price shall be reduced so that the ExercisePrice in effect immediately following the Dilutive Event will equal theDilutive Price. Such adjustment shall be made whenever such shares of CommonStock or Capital Share Equivalents are issued. For purposes of this Section 11(b), “Common Stock Outstanding” as of a given date shall be the numberof shares of Common Stock (excluding treasury shares, if any) issued andoutstanding.

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## (c)           Asused herein:

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 “Additional Shares of CommonStock” shall mean all shares of Common Stock issued or deemed to be issued bythe Company after the date hereof which represent a Dilutive Issuance. If theCompany issues any Options or Convertible Securities (as hereinafter defined),the maximum number of shares of Common Stock issuable thereunder, shall bedeemed to be 

 

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Additional Shares of Common Stock issued as of the time of such issue,if the consideration per share of such Additional Shares of Common Stock (ashereinafter determined) is less than then-applicable Exercise Price, until suchtime as such Options or Convertible Securities shall terminate or be exercisedor converted into Common Stock, upon which time the number of shares of CommonStock actually thereupon issued shall be deemed to be Additional Shares ofCommon Stock. The Company shall be deemed to have issued the maximum number ofshares of Common Stock potentially underlying any Options or ConvertibleSecurities. Notwithstanding the foregoing, no issuance or deemed issuance norCommon Stock or options or warrants to purchase Common Stock issued to (i)officers, directors or employees of or consultants to the Company pursuant toany compensation agreement, plan or arrangement or the issuance of Common Stockupon the exercise of any such options or warrants, provided such securitieswere issued prior to the date hereof or pursuant to a stock option plan thatwas approved by the board of directors (ii) upon conversion of existingconvertible securities outstanding as of the date hereof; (iii) upon exerciseof outstanding warrants existing as of the date hereof  or this warrant; and (iv) an institution orbank lender in connection with a loan transaction or equipment lease, shall bedeemed the issuance of Additional Shares of Common Stock.

 

“Options” shall mean rights, options or warrants to subscribe for, purchaseor otherwise acquire either Common Stock or Convertible Securities.

 

“Convertible Securities” shall mean any evidences of indebtedness,shares (other than Common Stock) or other securities directly or indirectlyconvertible into or exchangeable for Common Stock.

 

(d)           With respect toOptions and Convertible Securities, “Consideration” per share of AdditionalShares of Common Stock shall be determined by adding (x) the aggregateconsideration received upon issuance of the Options or Convertible Securitiesdivided by the number of shares receivable upon the exercise or conversionthereof and (y) the minimum possible consideration per share received per shareupon the exercise, conversion or exchange of such Options or ConvertibleSecurities for shares of Common Stock.

 

## (e)           Numberof Warrant Shares. Simultaneously with any adjustment to the Exercise Pricepursuant this Section 11, the number of Warrant Shares that may bepurchased upon exercise of this Warrant shall be increased or decreasedproportionately, so that after such adjustment the aggregate Exercise Pricepayable hereunder for the increased number of Warrant Shares shall be the sameas the aggregate Exercise Price in effect immediately prior to such adjustment.

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# 12.           Reorganization,Reclassification, Merger, Consolidation or Disposition of Assets. In casethe Company shall reorganize its capital, reclassify its capital stock,consolidate 

 

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# or merge with or into another corporation (where theCompany is not the surviving corporation or where there is a change in ordistribution with respect to the Common Stock of the Company), or sell,transfer or otherwise dispose of all or substantially all its property, assetsor business to another corporation and, pursuant to the terms of suchreorganization, reclassification, merger, consolidation or disposition ofassets, shares of common stock of the successor or acquiring corporation, orany cash, shares of stock or other securities or property of any naturewhatsoever (including warrants or other subscription or purchase rights) inaddition to or in lieu of common stock of the successor or acquiringcorporation (“Other Property”), are to bereceived by or distributed to the holders of Common Stock of the Company, thenthe Holder shall have the right thereafter to receive, at the option of theHolder, upon exercise of this Warrant, the number of shares of Common Stock ofthe successor or acquiring corporation or of the Company, if it is thesurviving corporation, and Other Property receivable upon or as a result ofsuch reorganization, reclassification, merger, consolidation or disposition ofassets by a Holder of the number of shares of Common Stock for which thisWarrant is exercisable immediately prior to such event. In case of any suchreorganization, reclassification, merger, consolidation or disposition ofassets, the successor or acquiring corporation (if other than the Company)shall expressly assume the due and punctual observance and performance of eachand every covenant and condition of this Warrant to be performed and observedby the Company and all the obligations and liabilities hereunder, subject tosuch modifications as may be deemed appropriate (as determined in good faith byresolution of the Board of Directors of the Company) in order to provide foradjustments of Warrant Shares for which this Warrant is exercisable which shallbe as nearly equivalent as practicable to the adjustments provided for in thisSection 12. For purposes of this Section 12, “common stock of the successor oracquiring corporation” shall include stock of such corporation of any classwhich is not preferred as to dividends or assets over any other class of stockof such corporation and which is not subject to redemption and shall alsoinclude any evidences of indebtedness, shares of stock or other securitieswhich are convertible into or exchangeable for any such stock, eitherimmediately or upon the arrival of a specified date or the happening of aspecified event and any warrants or other rights to subscribe for or purchaseany such stock. The foregoing provisions of this Section 12 shall similarlyapply to successive reorganizations, reclassifications, mergers, consolidationsor disposition of assets.

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# 13.           Voluntary Adjustment by theCompany. The Company may at any time during the term of this Warrant reducethe then current Exercise Price to any amount and for any period of time deemedappropriate by the Board of Directors of the Company.

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# 14.           Notice of Adjustment. Wheneverthe number of Warrant Shares or number or kind of securities or other propertypurchasable upon the exercise of this Warrant or the Exercise Price isadjusted, as herein provided, the Company shall give notice thereof to theHolder, which notice shall state the number of Warrant Shares (and othersecurities or property) purchasable upon the exercise of this Warrant and theExercise Price of such Warrant Shares (and other securities or property) aftersuch adjustment, setting forth a brief statement of the facts requiring suchadjustment and setting forth the computation by which such adjustment was made.

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# 15.           Notice of Corporate Action. Ifat any time:

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(a)           theCompany shall take a record of the holders of its Common Stock for the purposeof entitling them to receive a dividend or other distribution, or any 

 

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right to subscribe for or purchase any evidences of its indebtedness,any shares of stock of any class or any other securities or property, or to receiveany other right, or

 

(b)           thereshall be any capital reorganization of the Company, any reclassification orrecapitalization of the capital stock of the Company or any consolidation ormerger of the Company with, or any sale, transfer or other disposition of allor substantially all the property, assets or business of the Company to,another corporation or,

 

(c)           thereshall be a voluntary or involuntary dissolution, liquidation or winding up ofthe Company;

 

then, in any one or more of such cases (but not in such cases if therights of the Holder or holders of Common Stock will not be materially affectedthereby, as for example in the case of a merger to effect a change ofdomicile), the Company shall give to Holder (i) at least 20 days’ prior writtennotice of the date on which a record date shall be selected for such dividend,distribution or right or for determining rights to vote in respect of any suchreorganization, reclassification, merger, consolidation, sale, transfer,disposition, liquidation or winding up, and (ii) in the case of any suchreorganization, reclassification, merger, consolidation, sale, transfer,disposition, dissolution, liquidation or winding up, at least 20 days’ priorwritten notice of the date when the same shall take place. Such notice inaccordance with the foregoing clause also shall specify (i) the date on whichany such record is to be taken for the purpose of such dividend, distributionor right, the date on which the holders of Common Stock shall be entitled toany such dividend, distribution or right, and the amount and character thereof,and (ii) the date on which any such reorganization, reclassification, merger,consolidation, sale, transfer, disposition, dissolution, liquidation or windingup is to take place and the time, if any such time is to be fixed, as of whichthe holders of Common Stock shall be entitled to exchange their Warrant Sharesfor securities or other property deliverable upon such disposition,dissolution, liquidation or winding up. Each such written notice shall besufficiently given if addressed to Holder at the last address of Holderappearing on the books of the Company and delivered in accordance with Section17(d).

 

# 16.           Authorized Shares. The Companycovenants that during the period the Warrant is outstanding, it will reservefrom its authorized and unissued Common Stock a sufficient number of shares toprovide for the issuance of the Warrant Shares upon the exercise of anypurchase rights under this Warrant. The Company further covenants that itsissuance of this Warrant shall constitute full authority to its officers whoare charged with the duty of executing stock certificates to execute and issuethe necessary certificates for the Warrant Shares upon the exercise of thepurchase rights under this Warrant. The Company will take all such reasonableaction as may be necessary to assure that such Warrant Shares may be issued asprovided herein without violation of any applicable law or regulation, or ofany requirements of the trading market upon which the Common Stock may belisted.

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Except and to the extent as waived or consented to by the Holder, the Companyshall not by any action, including, without limitation, amending itscertificate of incorporation or through any reorganization, transfer of assets,consolidation, merger, dissolution, issue or sale of securities or any othervoluntary action, avoid or seek to avoid the 

 

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observance or performance of any of the terms of this Warrant, but willat all times in good faith assist in the carrying out of all such terms and inthe taking of all such actions as may be necessary or appropriate to protectthe rights of Holder as set forth in this Warrant against impairment. Withoutlimiting the generality of the foregoing, the Company will (a) not increase thepar value of any Warrant Shares above the amount payable therefor upon suchexercise immediately prior to such increase in par value, (b) take all suchaction as may be necessary or appropriate in order that the Company may validlyand legally issue fully paid and nonassessable Warrant Shares upon the exerciseof this Warrant, and (c) use commercially reasonable efforts to obtain all suchauthorizations, exemptions or consents from any public regulatory body havingjurisdiction thereof as may be necessary to enable the Company to perform itsobligations under this Warrant.

 

Before taking any action which would result in an adjustment in thenumber of Warrant Shares for which this Warrant is exercisable or in theExercise Price, the Company shall obtain all such authorizations or exemptionsthereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

 

17.           Miscellaneous.

 

## (a)           Jurisdiction.This Warrant shall constitute a contract under the laws of the Commonwealth ofMassachusetts, without regard to its conflict of law, principles or rules.

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## (b)           Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise ofthis Warrant, if not registered, will have restrictions upon resale imposed bystate and federal securities laws.

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## (c)           Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise anyright hereunder on the part of Holder shall operate as a waiver of such rightor otherwise prejudice Holder’s rights, powers or remedies, notwithstanding allrights hereunder terminate on the Termination Date. If the Company willfullyand knowingly fails to comply with any provision of this Warrant, which resultsin any material damages to the Holder, the Company shall pay to Holder suchamounts as shall be sufficient to cover any costs and expenses including, butnot limited to, reasonable attorneys’ fees, including those of appellateproceedings, incurred by Holder in collecting any amounts due pursuant heretoor in otherwise enforcing any of its rights, powers or remedies hereunder.

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## (d)           Notices.Any notice, request or other document required or permitted to be given ordelivered to the Holder by the Company shall be delivered to:

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Irwin Gruverman, CEO & Chairman

MFIC Corporation

30 Ossipee Road

Newton, MA 02464-9101

 

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## (e)           Limitationof Liability. No provision hereof, in the absence of any affirmative actionby Holder to exercise this Warrant or purchase Warrant Shares, and noenumeration herein of the rights or privileges of Holder, shall give rise toany liability of Holder for the purchase price of any Common Stock or as astockholder of the Company, whether such liability is asserted by the Companyor by creditors of the Company.

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## (f)            Remedies.Holder, in addition to being entitled to exercise all rights granted by law,including recovery of damages, will be entitled to specific performance of itsrights under this Warrant. The Company agrees that monetary damages would notbe adequate compensation for any loss incurred by reason of a breach by it ofthe provisions of this Warrant and hereby agrees to waive the defense in anyaction for specific performance that a remedy at law would be adequate.

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## (g)           Successorsand Assigns. Subject to applicable securities laws, this Warrant and therights and obligations evidenced hereby shall inure to the benefit of and bebinding upon the successors of the Company and the successors and permittedassigns of Holder. The provisions of this Warrant are intended to be for thebenefit of all Holders from time to time of this Warrant and shall beenforceable by any such Holder or holder of Warrant Shares.

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## (h)           Amendment.This Warrant may be modified or amended or the provisions hereof waived withthe written consent of the Company and the Holder.

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## (i)            Severability.Wherever possible, each provision of this Warrant shall be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof this Warrant shall be prohibited by or invalid under applicable law, suchprovision shall be ineffective to the extent of such prohibition or invalidity,without invalidating the remainder of such provisions or the remainingprovisions of this Warrant.

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## (j)            Headings.The headings used in this Warrant are for the convenience of reference only andshall not, for any purpose, be deemed a part of this Warrant.

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IN WITNESS WHEREOF, theCompany has caused this Warrant to be executed by its officer thereunto dulyauthorized.

 

 

Dated:  April 1, 2005

 
|   | **MFIC CORPORATION** |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  |   |
|   |                 | Name: Irwin Gruverman |
|   |                 | Title: Chief Executive Officer &  Chairman |

 

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**NOTICE OFEXERCISE**

 

To:          MFIC Corporation

 

(1)  The undersigned herebyelects to purchase                     Warrant Shares of MFIC Corporation pursuant to the terms of the attachedWarrant (only if exercised in full), and tenders herewith payment of theexercise price, together with all applicable transfer taxes, if any.

 

(2)  Payment shall take the form of (checkapplicable box):

 

o in lawful moneyof the United States; or

 

o thecancellation of such number of Warrant Shares as is necessary, in accordancewith the formula set forth in subsection 3(c), to exercise this Warrant withrespect to the maximum number of Warrant Shares purchasable pursuant to thecashless exercise procedure set forth in subsection 3(c).

 

(3)           Please issue a certificate orcertificates representing said Warrant Shares in the name of the undersigned orin such other name as is specified below:

 

Name:

 

 

Address:                

 

SS or Tax

ID number:

 

The Warrant Shares shall be delivered to the following:

 

 

 
|   | [Warrant holder] |
|--------|------------------|
|   |             |
|   |             |
|   | By:              |   |   |
|   |             | Name: |   |   |   |
|   |             | Title: |   |
|   |             |
|   | Dated:           |
|        |                  |  |  |  |  |

 

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**ASSIGNMENTFORM**

 

(To assign the foregoingwarrant, executethis form and supply required information. Do not use this form to exercise the warrant.)

 

FOR VALUE RECEIVED, theforegoing Warrant and all rights evidenced thereby are hereby assigned to

 
|                  | whose address is         |   |
|-----------------------|--------------------------|--------|
|                  |                     |
|                  | .                        |
|                  |                     |
|                  |                     |
|                  |                     |
|                  |                     |
|                  |                     |   | Dated: |   | , |   |   |
|                  |                     |
|                  |                     |
|                  | Holder’s Signature: |   |   |
|                  |                     |   |   |
|                  | Holder’s Address:   |   |   |
|                  |                     |   |   |
|                  |                     |   |   |
|                  |                     |
|                  |                     |
| Signature Guaranteed: |                     |   |
|                       |                          |        |  |  |  |  |  |  |  |  |  |

 

NOTE:  The signature to thisAssignment Form must correspond with the name as it appears on the face of theWarrant, without alteration or enlargement or any change whatsoever, and mustbe guaranteed by a bank or trust company. Officers of corporations and thoseacting in a fiduciary or other representative capacity should file properevidence of authority to assign the foregoing Warrant.

 

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