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Parent Pledge Agreement

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Sectors: Manufacturing
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: September 21, 2001
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EXHIBIT 10.26


PLEDGE AGREEMENT
----------------


THIS PLEDGE AGREEMENT (this "Agreement") is made as of September 21, 2001
--------- by and among Hologic, Inc., a Delaware corporation (the "Pledgor"), FluoroScan
------- Imaging Systems, Inc., a Delaware corporation ("FluoroScan"), Hologic Investment
---------- Corp., a Massachusetts corporation ("Investment"), Hologic International
---------- Holdings B.V., a Netherlands corporation ("International"), X-Ray Technology
------------- Corporation, a Delaware corporation ("X-Ray"), and Direct Radiography Corp., a
----- Delaware corporation ("DRC", and collectively with International and Investment,
--- X-Ray and FluoroScan, the "Pledged Stock Issuers") and Foothill Capital
--------------------- Corporation, as Agent (in such capacity, the "Agent"), on behalf of the Lenders
----- from time to time party to the Loan Agreement referred to below (the "Lenders",
------- and collectively with the Agent, the "Secured Parties").
---------------


W I T N E S S E T H :


WHEREAS, the Pledgor, FluoroScan and DRC, on the one hand, and the Agent and the Lenders, on the other hand, have entered into a Loan and Security Agreement dated as of the date hereof (as amended, restated, modified and/or supplemented from time to time, the "Loan Agreement") pursuant to which the
-------------- Agent and the other Lenders have agreed, subject to the terms and conditions set forth therein, to make revolving credit loans, term loans and other financial accommodations to the Pledgor, FluoroScan and DRC (collectively, the "Loans");
----- and


WHEREAS, the obligations of the Agent and the other Lenders to make the Loans are subject to the condition, among others, that the Pledgor and the Pledged Stock Issuers execute and deliver this Agreement and that the Pledgor grant the security interest hereinafter described;


NOW, THEREFORE, in consideration of the willingness of the Agent and the other Lenders to enter into the Loan Agreement and to agree, subject to the terms and conditions set forth therein, to make the Loans to Pledgor, FluoroScan and DRC pursuant thereto, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:


1. Certain Definitions.


(a) As used in this Agreement the following terms shall have the following definitions:


(i) "Pledged Collateral" shall mean the Pledged Notes and the
------------------
Pledged Stock and any collateral now or hereafter pledged hereunder.


(ii) "Pledged Notes" shall mean the promissory notes and other
-------------
instruments, if any, payable to the Pledgor listed on Schedule I
hereto and any other promissory notes and other instruments now or
hereafter pledged hereunder.


(iii) "Pledged Stock" shall mean the capital stock and other
-------------
securities or ownership interests of each Pledged Stock Issuer listed
on Schedule I hereto and any additional capital stock and other
securities or membership interests now or hereafter pledged hereunder.


(b) Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, and references to the singular include the plural.


2. Security Interest. To secure the Pledgor's prompt, punctual and
----------------- faithful payment and performance of all and each of the Obligations, the Pledgor hereby deposits with and pledges to the Agent, for its benefit and the benefit of each of the other Secured Parties, the Pledged Collateral and hereby grants to the Agent, for its benefit and the benefit of each of the other Secured Parties, a security interest in and lien on all of the Pledgor's right, title and interest in and to the Pledged Collateral.


3. Special Warranties and Covenants of the Pledgor. The Pledgor hereby
----------------------------------------------- warrants and covenants to the Agent and each of the other Secured Parties that:


(a) The Pledged Collateral is duly and validly pledged with the Agent, for its own benefit and the benefit of each of the other Secured Parties, in accordance with law, and the Pledgor warrants and will defend the Agent's right, title and security interest in and to the Pledged Collateral against the claims and demands of all persons whomsoever.


(b) The Pledgor has good title to the Pledged Collateral, free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of every nature whatsoever except as set forth and permitted under the Loan Agreement.


(c) All of the Pledged Stock has been duly and validly issued and is fully paid and nonassessable.


(d) The Pledged Stock constitutes all of the presently issued and outstanding capital stock of each of FluoroScan, Investment, X-Ray and DRC and 65 percent of the presently issued and outstanding capital stock of International.


(e) If any additional capital stock or other ownership interests of any type or class of any of the Pledged Stock Issuers or if any promissory notes or other securities of any type of any of the Pledged Stock Issuers are acquired by the Pledgor after the date hereof, the same shall constitute Pledged Collateral and shall be deposited and pledged with the Agent as provided in Section 2 hereof simultaneously with such acquisition. The Pledgor shall not make any loans to any of the Pledged Stock Issuers except as set forth and permitted under the Loan Agreement.


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(f) The Pledgor will not sell, convey or otherwise dispose of any of the Pledged Collateral, nor will the Pledgor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of the Pledged Collateral or the proceeds thereof, other than liens on and security interests in the Pledged Collateral created hereby or which are otherwise permitted under the Loan Agreement.


(g) The Pledgor will not consent to or approve the issuance of any additional shares of capital stock of any class of the Pledged Stock Issuers, except for the issuance of additional shares of capital stock to the Pledgor as permitted by and in accordance with the terms of the Loan Agreement, provided that any such additional shares of capital stock shall be deposited and pledged with the Agent simultaneously with such issuance as provided in Section 2 hereof.


4. Special Warranties and Covenants of Investment. Investment hereby
---------------------------------------------- warrants and covenants to the Agent and each of the other Secured Parties that:


(a) Investment presently qualifies for classification as a "security corporation" under chapter 63, section 38B of the General Laws of The Commonwealth of Massachusetts.


(b) The Hologic Investment Account is the only deposit or security account maintained by Investment. Without the consent of the Agent, Investment shall not open or maintain any deposit or securities accounts other than the Hologic Investment Account, and any such accounts shall be subject to an irrevocable payment directive in form and substance satisfactory to Agent.


(c) Investment will not create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of its assets.


5. Distributions. In case, upon the dissolution, winding up, liquidation
------------- or reorganization of the Pledged Stock Issuers whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Pledged Stock Issuers or otherwise, any sum shall be paid or any property shall be distributed upon or with respect to any of the Pledged Collateral, such sum shall be paid over to the Agent to be held as collateral security for the Obligations. In case any stock dividend shall be declared on any of the Pledged Collateral, or any share of stock or fraction thereof shall be issued pursuant to any stock split involving any of the Pledged Collateral, or any distribution of capital (excluding ordinary cash dividends) shall be made on any of the Pledged Collateral, or any property shall be distributed upon or with respect to the Pledged Collateral pursuant to recapitalization or reclassification of the capital of the Pledged Stock Issuers, the shares or other property so distributed shall be delivered to the Agent to be held as collateral security for the Obligations.


6. Events of Default. There shall exist a default under this Agreement
----------------- upon the happening of any of the following events or conditions (herein called "Events of Default"): -----------------


3


(a) Default shall be made in the due and punctual payment of any principal of or premium, if any, or interest on any of the Obligations as and when the same shall become due and payable (whether at maturity or at a date fixed for any prepayment or installment or by declaration or acceleration or otherwise) and such default shall continue beyond the expiration of the applicable period of grace, if any; or

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