**Exhibit10.68**

February 24, 2006

Clifford A. Teller

Managing Director

Director of Investment Banking

Maxim Group LLC

405 Lexington Avenue

NewYork, 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,

Weare well past the date of termination of the above Agreement. We have prepareda registration statement for 100,000 shares underlying Maxim’s stock purchasewarrant that was part of the non-cash consideration paid to Maxim under theabove Agreement.

Pursuantto agreement with Maxim, if a registration statement covering the sale of theshares issuable upon exercise of Maxim’s Common Stock Warrant is not declaredeffective on or before March 31, 2006, the Company would be required to issueto the holder upon exercise of the Common Stock Warrant an additional warrantto purchase shares of common stock of the Company.  As described more fully below, the Company isasking that Maxim extend the date by when the registration statement must beeffective by either 30 days or 60 days depending upon whether the Securitiesand Exchange Commission (the “SEC”) elects to conduct a full review of theregistration statement.

Wehave been advised by our counsel and auditors that the Company must include withinthe SB-2 (which has been prepared already) updated financial information thatwill not be available until the Company submits its Form 10-K.  The Securities and Exchange Commission (the “SEC”)has indicated that it will not review a filing such as an SB-2 if the SECbelieves that such filing does not include the appropriate financialinformation.  We expect that the Form10-K will be ready for filing on or about March 15, 2006, and the Companyanticipates filing the SB-2 with the updated financial information promptlythereafter.

Wehave assumed that the imposition of a penalty if the Company does not meet theone year 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 would wantbe able to exercise the Warrant and sell the shares if it so desired. We haveexercised reasonable due diligence but find ourselves in a position where webelieve regulatory authorities will not review and act upon the alreadyprepared registration statement. We also note that the current trading price ofthe stock is well below the exercise “strike” price of the Warrant.

Inlight of the above we ask that Maxim agree to extend the time for the registrationstatement being declared effective by 30 days until April 30, 2006 in the eventthat the SEC does not conduct a full review of the registration statement.  The SEC should let the Company know within aweek or two after the filing whether the SEC intends to conduct a full review.

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Ifthe SEC does choose to conduct a full review of the registration statement, weask that Maxim agree to extend the time for the registration statement beingdeclared effective by 60 days until May 30, 2006.  The additional time would be necessarybecause the Company would not have any control over the completion of the SEC’sfull review.

Wewill, of course, supply you at your request, with the already edgarized SB-2Registration Statement (unfiled) that we were prepared to file yesterday.

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

If you are amenable to granting to us extension, until April 30, 2006or May 30, 2006 (based upon whether the SEC conducts a full review), in thetime for the registration statement to be declared effective, please soindicate by signing below and returning this letter.

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     |       |                 |   |
| MFIC Corporation     |       | Title:               | MD |
|                 |       |                 |   |
|                 |       | Date:                | 3/6/06 |
|                      |            |                      |  |  |

 

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