WWW.EXFILE.COM, INC. -- MATRITECH, INC. -- EXHIBIT 4.1 TO FORM 8-K


    EXHIBIT
      4.1

    


    AGREEMENT
      AND AMENDMENT TO 15% SECURED CONVERTIBLE PROMISSORY NOTES DATED

    JANUARY
      13, 2006 AND DATED JANUARY 22, 2007

    


    This
      Agreement and Amendment is executed and delivered on this 27th day of July
      2007
      by and among Matritech, Inc. (the “Borrower”), the undersigned
      holders of a majority of the outstanding principal amount of those certain
      15%
      Secured Convertible Promissory Notes issued by the Borrower on January 13,
      2006
      (the “Series A Notes”) pursuant to the Securities Purchase
      Agreement, dated as of January 13, 2006, by and among the Borrower and the
      purchasers party thereto (the “Series A Purchase Agreement”)
      and the undersigned holders of a majority of the outstanding principal amount
      of
      those certain 15% Secured Convertible Promissory Notes issued by the Borrower
      on
      January 22, 2007 (the “Series B Notes”) pursuant to the
      Securities Purchase Agreement, dated as of January 22, 2007, by and among the
      Borrower and the purchasers party thereto (the “Series B Purchase
      Agreement”).  The undersigned holders of a majority of the
      outstanding principal amount of the Series A Notes shall be referred to as
      the
“Series A Majority Holders.”  The
      undersigned holders of a majority of the outstanding principal amount of the
      Series B Notes shall be referred to as the “Series B
Majority Holders.”  All
      capitalized terms used in this Agreement and Amendment but not otherwise defined
      herein shall have the meanings ascribed to such terms in the Series A Purchase
      Agreement and the Series B Purchase Agreement, respectively.

    


    WHEREAS,
      the parties have determined that it is in the best interests of the Borrower
      and
      all the holders of the Series A Notes and all the holders of the Series B Notes
      that the following agreements and amendments be made.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and legal
      sufficiency of which is hereby acknowledged, the parties agree as
      follows:

    


    1.           The
      provisions of Article VIII.C(iii) of the Series A Notes and the Series B Notes
      are hereby deleted in their entirety and replaced with the
      following:

    


    “(iii)       redeem,
      repurchase or otherwise acquire, or declare or pay any cash dividend or
      distribution on, any securities of the Borrower, except (a) the Borrower may
      redeem all outstanding warrants of the Borrower originally issued by the
      Borrower on March 31, 2003 on such terms as its Board of Directors may
      establish, (b) pursuant to any equity compensation plan approved by the
      Borrower’s Board of Directors or (c) as expressly required by the terms of the
      Series A Notes or the Series B Notes;”

    


    5.           Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series A Notes, as previously amended on January 22, 2007, shall remain in
      full
      force and effect; (b) this Agreement and Amendment shall not be deemed to be
      a
      waiver, amendment or modification of, or consent to or departure from, any
      provision of the Series A Notes or to be a waiver of any Event of Default
      whether arising before or after the date hereof as a result of the transactions
      contemplated hereby; and (c) this Agreement and Amendment shall not preclude
      the
      future exercise of any right, remedy, power or privilege available to the
      holders of the Series A Notes whether under the Series A 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notes
      or
      otherwise, and shall not be construed or deemed to be a satisfaction, novation,
      cure, modification, amendment or release of the Series A Notes.

    


    6.  
Except
      as
      expressly set forth herein, (a) the original terms and conditions of the Series
      B Notes shall remain in full force and effect; (b) this Agreement and Amendment
      shall not be deemed to be a waiver, amendment or modification of, or consent
      to
      or departure from, any provision of the Series B Notes or to be a waiver of
      any
      Event of Default whether arising before or after the date hereof as a result
      of
      the transactions contemplated hereby; and (c) this Agreement and Amendment
      shall
      not preclude the future exercise of any right, remedy, power or privilege
      available to the holders of the Series B Notes whether under the Series B Notes
      or otherwise, and shall not be construed or deemed to be a satisfaction,
      novation, cure, modification, amendment or release of the Series B
      Notes.

    


    7.           This
      Agreement and Amendment (a) constitutes the entire understanding of the parties
      with respect to the subject matter hereof, and any other prior agreements,
      whether written or oral, with respect hereto or thereto are expressly superseded
      hereby; (b) shall be governed by and construed in accordance with the laws
      of
      the State of Delaware without regard to principles of conflicts of laws; and
      (c)
      shall be binding upon and inure to the benefit of the successors and assigns
      of
      the Borrower and all the holders of the Series A Notes and all the holders
      of
      the the Series B Notes.

    


    7.  
This
      Agreement and Amendment may be executed in multiple counterparts, each of which
      shall be deemed an original but all of which together shall constitute one
      and
      the same instrument, and by facsimile transmission, which facsimile signatures
      shall be considered original executed counterparts.

    


    8.  
All
      references to the “Notes” in the Series A Purchase Agreement or any documents or
      instruments executed by Borrower in connection therewith shall be deemed to
      refer to the Series A Notes as the same have been amended through the date
      hereof.  All references to the “Notes” in the Series B Purchase
      Agreement or any documents or instruments executed by Borrower in connection
      therewith shall be deemed to refer to the Series B Notes as the same have been
      amended through the date hereof.

    


    9.  
Each
      holder of the Series A Notes is directed to attach this Agreement and Amendment
      to its Series A Note, provided that the failure to so attach this
      Agreement and Amendment to any Series A Note shall not affect in any way the
      enforceability hereof or of any Series A Note.  Each holder of the
      Series B Notes is directed to attach this Agreement and Amendment to its Series
      B Note, provided that the failure to so attach this Agreement and
      Amendment to any Series B Note shall not affect in any way the enforceability
      hereof or of any Series B Note.

    


    10.        
      Any
      provision of this Agreement and Amendment that is prohibited or unenforceable
      in
      any jurisdiction shall be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof in that
      jurisdiction or affecting the validity or enforceability of such provision
      in
      any other jurisdiction.

     

     

    
 

    
      
        
        

      

      
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    11.        
      The
      Borrower hereby represents and warrants to the Series A Majority Holders and
      the
      Series B Majority Holders as follows:

    


    (a)           Borrower
      has the corporate power and authority to execute, deliver, and perform this
      Agreement and Amendment and all such action has been duly and validly authorized
      by all necessary corporate proceedings on its part.

    


    (b)           The
      Series A Notes and the Series B Notes, as amended hereby, constitute the legal,
      valid and binding agreements of the Borrower, enforceable in accordance with
      their respective terms, except as such enforceability may be limited by
      bankruptcy, insolvency, moratorium or other similar laws affecting creditors’
rights generally and by general principles of equity.

    


    (c)           The
      Borrower has, and will have after giving effect to this Agreement and Amendment,
      no claims, defenses or set-offs to its obligations under the Series A Notes
      and
      Series B Notes.

     

     

     

    
 

    


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      of Page Intentionally Left Blank]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned Borrower and the Series A Majority Holders
      and
      the Series B Majority Holders have caused this Agreement and Amendment to be
      executed as of the day first above written.

    


    Borrower:

    


    Matritech,
      Inc.

    


    By:
      _____________________________

    Name:   Stephen
      D.
      Chubb

    Title:     Chief
      Executive Officer

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    

      [Signature
        Page to Agreement and Amendment]

    

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned Borrower and the Series A Majority Holders
      and
      Series B Majority Holders have caused this Agreement and Amendment to be
      executed as of the day first above written.

     

     

    
      	
               

            	
              Holders:

            


    

    


    SDS
      Capital Group SPC, Ltd., on behalf of its Class D
      segregated portfolio

    


    By:
      ______________________________

    Name:  
      Steve Derby

    Title:     Director

    
      	
               

            	
              Series
                A Notes Held:
                $1,323,333  principal

            


    

    
      	
               

            	
              Series
                B Notes Held: $1,140,000 principal

            


    

    


     

    
 

    ProMed
      Partners, L.P.

    


    By:
      ______________________________

    Name:   David
      B. Musket

    Title:     Managing
      Director

    
      	
               

            	
              Series
                A Notes Held:
                $131,476  principal

            


    

    
      	
               

            	
              Series
                B Notes Held:
                $320,399  principal

            


    

    


     

    
 

    ProMed
      Partners II, L.P.

    


    By:
      ______________________________

    Name:   David
      B. Musket

    Title:     Managing
      Director

    
      	
               

            	
              Series
                B Notes Held:
                $16,816  principal

            


    

    


     

    
 

    ProMed
      Offshore Fund, Ltd.

    


    By:
      ______________________________

    Name:   David
      B. Musket

    Title:     Managing
      Director

    
      	
               

            	
              Series
                A Notes Held: $22,539 principal

            


    

    
      	
               

            	
              Series
                B Notes Held:
                $48,072  principal

            


    

    


     

     

     

     

     

    

      [Signature
        Page to Agreement and Amendment]

    

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned Borrower and the Series A Majority Holders
      and
      Series B Majority Holders have caused this Agreement and Amendment to be
      executed as of the day first above written.

     

    
 

    ProMed
      Offshore Fund II, Ltd.

    


    By:
      ______________________________

    Name:   
      David B. Musket

    Title:      Managing
      Director

    
      	
               

            	
              Series
                A Notes Held:
                $835,569  principal

            


    

    
      	
               

            	
              Series
                B Notes Held:
                $414,713  principal

            


    

    


    


     

    David
      B. Musket, Individually

    


    


    _________________________________

    
      	
               

            	
              Series
                A Notes Held: $106,875 principal

            


    

    
      	
               

            	
              Series
                B Notes Held: $250,000 principal

            


    

    


    
 

    


    H&Q
      Life Science Investors

    


    By:
      ______________________________

    Name:    Dan
      Omstead

    Title:      President

    
      	
               

            	
              Series
                A Notes Held:
                $1,583,333  principal

            


    

    
      	
               

            	
              Series
                B Notes Held:
                $1,000,000  principal

            


    

     

     

    
 

    The
      term
      H&Q Life Sciences Investors is the designation of the Trustees for the time
      being under a Declaration of Trust dated February 20, 1992, as amended, and
      all
      persons dealing with H&Q Life Sciences Investors must look solely to the
      trust property for the enforcement of any claims against H&Q Life Sciences
      Investors, and neither the Trustees, officers nor shareholders assume any
      personal liability for the obligations entered into on behalf of H&Q Life
      Sciences Investors.

    


    


    


     

     

     

     

     

     

     

     

     

     

     

    
       

      

        [Signature
          Page to Agreement and Amendment]

      

      
        
          
          

        

        
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