**Exhibit 10.71**

March20, 2007

CliffordA. TellerManaging DirectorDirector of Investment Banking Maxim Group LLC 405 Lexington Avenue New York, NY 10174

Re: General FinancialAdvisory and Investment Banking Services Agreement between Maxim Group LLC (“Maxim”)and MFIC Corporation (the “Company” or “MFIC”) dated November 17, 2004 (the “Agreement”)

Dear Cliff,

Pursuantto Maxim’s warrant to purchase 100,000 shares of the Company’s common stockthat was part of the non-cash consideration paid to Maxim under the aboveAgreement, if a registration statement covering the sale of the shares issuableupon exercise of Maxim’s Common Stock Warrant was not declared effective on orbefore March 31, 2006, the Company would have been required to issue to theholder upon exercise of the Common Stock Warrant an additional warrant topurchase shares of common stock of the Company. The Company on February 24, 2006 requested that Maxim extend the date bywhen the registration statement must become effective by either 30 days (untilApril 30, 2006) or 60 days (until May 30, 2006) depending upon whether theSecurities and Exchange Commission (the “SEC”) elected to conduct a full reviewof the registration statement. Maxim granted such requested extension.

TheSEC did not declare the SB-2 Registration effective by Notice of Effectivenessuntil June 5, 2006.

Wehave assumed that the imposition of a penalty if the Company does not meet theextended requirement for the effectiveness of the registration statement wasprompted by a need to ensure that: (a) the Company would diligently take actionto make the shares underlying the Maxim warrant salable, and (b) Maxim wouldwant be able to exercise the Warrant and sell the shares if it so desired. Webelieve that we have exercised reasonable due diligence but find ourselves in aposition where regulatory authorities did not act to issue a Notice ofEffectiveness to the Company upon the filed registration statement within theperiod of extension granted by Maxim. We also note that the trading price ofthe Company’s stock during the five day period where the Company did notbenefit from Maxim’s extension was well below the exercise “strike” price ofthe Warrant.  Given the abovecircumstances, we believe that Maxim would not want to penalize MFIC for thefive day gap in time to get the registration statement effective, especially asit was beyond our control and did not prejudice Maxim.

If you are amenable to granting to us a waiver of Maxim’s right toreceive additional warrants because of the delay in declaration ofeffectiveness of the SB-2 Registration until June 5, 2006, please so indicateby signing below and returning this letter.

Weask that you respond promptly as we will have to revise our Form 10-Kdisclosure regarding the Maxim Warrant.

Thank you for your assistance and cooperation.
| Yours truly,        | ** ** | **Maxim Group LLC**    |
|---------------------|------------|------------------------|
|                |       |                   |
| /s/ IRWIN GRUVERMAN |       |                   |   |
| Irwin Gruverman     | By:        | /s/ CLIFFORD A. TELLER |
| CEO and Chairman    | Title:     | Director of IB         |
| MFIC Corporation    | Date:      | 3/28/07                |
|                     |            |                        |  |

 

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