EXHIBIT 10.33
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made as of this 28th day of February, 2000, by and between MFIC
Corporation, a Delaware corporation (the "Company"), with a place of business at 30 Ossipee Road, Newton,
Massachusetts 02464 and National Bank of Canada, a Canadian chartered bank with a place of business at One
Federal Street, Boston, Massachusetts 02110 (the "Lender").
WHEREAS, the Company is the legal and beneficial owner of all of the issued and outstanding shares of each
class of the capital stock of each of the corporations described on Annex A as the same may be amended from
time to time pursuant to the terms hereof (the "Subsidiaries"); and
WHEREAS, the Company has entered into a Revolving Credit and Term Loan Agreement of even date herewith
(as amended and in effect from time to time, the "Credit Agreement"), with the Lender, pursuant to which the
Lender, subject to the terms and conditions contained herein, is to make loans to the Company; and
WHEREAS, pursuant to a certain Security Agreement (Inventory, Accounts, Equipment and Other Property) of
even date herewith (as amended from time to time, the "Security Agreement"), the Borrower has granted to the
Lender a security interest in the Borrower's Collateral (as defined in the Security Agreement) to secure the
Liabilities (as defined in the Credit Agreement) of the Borrower to the Lender;
WHEREAS, it is a condition precedent to the Lender making any loans to the Company under the Credit
Agreement and in order to more fully vest the security interest granted in the Security Agreement, the Company
execute and deliver to the Lender a pledge agreement in substantially the form hereof; and
WHEREAS, the Company wishes to grant pledges and security interests in favor of the Lender as herein
provided;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as