1 Exhibit 7 Ferrofluidics Corporation 40 Simon Street Nashua, NH 03061 October 20, 1999 Ferrotec Corporation 5-24-8 Higashi-Ueno Taito-ku Tokyo, Japan 110-0015 Attn: Akira Yamamura Ladies and Gentlemen: In connection with and as a condition to entering into the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and between Ferrofluidics Corporation (the "Company"), a Massachusetts corporation, Ferrotec Corporation ("Ferrotec"), a corporation organized under the laws of Japan, and Ferrotec Acquisition, Inc., a Massachusetts corporation and a wholly-owned subsidiary of Ferrotec ("Merger Sub"), the Company, Ferrotec, Merger Sub and the undersigned individual, Paul F. Avery, Jr. ("Avery"), hereby agree that, notwithstanding any other arrangement between any of the foregoing parties, from and after the Acceptance Date (as defined in the Merger Agreement), Avery shall perform such advisory and related services for the Company as may be reasonably requested from time to time by the Company (the "Services"). Avery shall perform the Services under the direction and restriction of the Company. The Company shall pay to Avery an advisory fee of $50,000 per annum payable monthly in arrears commencing on the first day of the next month after the date first set forth above. The parties further agree that the Company or Avery may terminate Avery's engagement as an advisor hereunder at any time upon thirty (30) days' written notice to the other parties hereto, whereupon upon such termination all payments due hereunder shall cease. [signature page to follow] 2 Please acknowledge your agreement to the foregoing by countersigning this agreement in the place provided below and returning it to the undersigned. Very truly yours, /s/ Paul F. Avery, Jr. ----------------------- Paul F. Avery, Jr. Accepted and Agreed to, this 20th day of October, 1999 FERROTEC CORPORATION By: /s/ Paul Yamamoto ---------------------------------------- Name: Paul Yamamoto Title: Executive Director FERROTEC ACQUISITION, INC. By: /s/ Richard Cesati II ---------------------------------------- Name: Richard Cesati II Title: President FERROFLUIDICS CORPORATION By: /s/ William B. Ford ---------------------------------------- Name: William B. Ford Title: Chief Financial Officer 2