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                                                                     EXHIBIT 4.1

                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

                          DATED AS OF DECEMBER 9, 2002

                             BETWEEN MATRITECH, INC.
                                       AND
                        THE PURCHASER LISTED ON EXHIBIT A

      THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is
entered into as of the 9th day of December, 2002 between Matritech, Inc., a
Delaware corporation ("Matritech") and the Purchaser listed on Exhibit A hereto
(the "Purchaser").

                      1. SALE OF COMMON STOCK AND WARRANTS

1.1   SALE OF COMMON STOCK AND WARRANTS. Subject to the terms and conditions
contained in this Agreement, Matritech will issue and sell to the Purchaser, and
Purchaser will purchase from Matritech, at the Closing (as defined below) the
number of Units set forth opposite the Purchaser's name on Exhibit A. Each
"Unit" shall be composed of three shares ("Shares") of Matritech common stock,
$0.01 par value ("Common Stock") and a warrant to ("Warrant") purchase one share
of Common Stock ("Warrant Share"). A form of the Warrant is attached as Exhibit
B. The purchase price per Unit shall be US$5.31 (the "Unit Purchase Price").

1.2   CLOSING DATE. The closing of the purchase and sale of the Units
("Closing") will be held at the offices of Matritech, 330 Nevada Street, Newton,
Massachusetts as of December 9, 2002 (the date of the Closing is hereinafter
referred to as the "Closing Date").

1.3   DELIVERY. At the Closing, Matritech will deliver to Purchaser (i)
certificates representing the Shares and (ii) Warrants purchased by Purchaser,
against payment of the aggregate Unit Purchase Price, by wire transfer to
Matritech.

                 2. REPRESENTATIONS AND WARRANTIES OF MATRITECH

Matritech hereby represents and warrants to Purchaser as of the Closing Date as
follows:

2.1   ORGANIZATION AND STANDING. Matritech is a corporation duly organized and
validly existing under, and by virtue of, the laws of the State of Delaware and
is in good standing as a domestic corporation under the laws of said state and
is qualified as a foreign corporation in Massachusetts.
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2.2   CORPORATE POWER, AUTHORIZATION. Matritech has all requisite legal and
corporate power and has taken all requisite corporate action to execute and
deliver this Agreement and the Warrants, to sell and issue the Shares, the
Warrants and the Warrant Shares and to carry out and perform all of its
obligations under this Agreement and the Warrants. This Agreement and the
Warrants constitute the legal, valid and binding obligation of Matritech,
enforceable in accordance with their terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors' rights generally and (ii) as limited by equitable
principles generally. The execution and delivery of this Agreement and the
Warrants does not, and the performance of this Agreement and the Warrants and
the compliance with the provisions of this Agreement and the Warrants and the
issuance, sale and delivery of the Shares, the Warrants and the Warrant Shares
by Matritech will not materially conflict with, or result in a breach or
violation of the terms, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of any lien pursuant to the terms
of the Amended and Restated Certificate of Incorporation, as amended, or the
Amended and Restated Bylaws, as amended, of Matritech or any statute, law, rule
or regulation or any state or federal order, judgment or decree or any
indenture, mortgage, lease or other agreement or instrument to which Matritech
or any of its properties is subject, where such conflict, violation or default
is reasonably expected to have a material adverse effect on Matritech's
business, financial condition, properties or assets, taken as a whole (a
"Material Adverse Effect").

2.3   SECURITIES, WARRANT SECURITIES. The Shares have been duly authorized and
when issued and paid for in compliance with the provisions of this Agreement,
will be duly and validly issued, fully paid, and nonassessable. The Warrants
have been duly authorized and executed by Matritech. The Warrant Shares, when
issued and paid for in accordance with the Warrants, will be duly and validly
issued, fully paid and nonassessable. Based on the representations and
warranties of the Purchaser contained herein, the Shares and the Warrants (and
the Warrant Shares) when issued in compliance with the provisions of this
Agreement (or the Warrants, if applicable) will be issued in compliance with
federal and state securities laws. The issuance and delivery of the Shares and
the Warrants (and the Warrant Shares) is not subject to preemptive or any other
similar rights of the stockholders of Matritech or any liens or encumbrances.
Matritech has reserved such number of shares of its Common Stock as is necessary
for issuance of the Warrant Shares.

2.4   CAPITALIZATION. The capitalization of Matritech is as set forth in the
Confidential Private Placement Memorandum of Matritech, dated November 1, 2002
(the "Memorandum"), as of the date indicated in the Memorandum. Matritech has
not issued any capital stock since that date other than shares of Common Stock
issued upon exercise of outstanding options or warrants.

2.5   PRIVATE PLACEMENT MEMORANDUM, SEC DOCUMENTS, FINANCIAL STATEMENTS. Each
complete or partial statement, report, prospectus filed under the Securities Act
of 1933 ("Securities Act"), or proxy statement included in the Memorandum is a
true and complete copy of or excerpt from such document as filed by Matritech
with the Securities and Exchange Commission ("SEC") ("SEC Documents"). Matritech
has filed all the documents that it was required to file with the SEC under
Sections 13 or 14(a) of the Securities


                               Page 2 of 27 Pages
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Exchange Act of 1934 ("Exchange Act"), since the date on which its last report
on Form 10-K was filed. Neither the Memorandum as of the date thereof, nor any
of the SEC Documents as of their respective filing dates, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading. Except as may be
indicated in the notes to the financial statements of Matritech included in the
SEC Documents (the "Financial Statements") or, in the case of unaudited
statements, as permitted by form 10-Q of the SEC, the Financial Statements have
been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the consolidated financial position of
Matritech and its subsidiary at the dates thereof and the consolidated results
of their operations and consolidated cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal, recurring
adjustments).

2.6   GOVERNMENTAL CONSENTS. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with any United
States federal, state, or local governmental authority, including without
limitation the U.S. Food and Drug Administration, on the part of Matritech is
required in connection with the consummation of the transactions contemplated by
this Agreement except for (a) compliance with federal securities laws and state
securities laws in the jurisdictions in which Units are offered and/or sold,
which compliance will be effected in accordance with such laws, (b) filing the
Nasdaq National Market Notification Form for listing of additional shares, which
filing will be effected in accordance with the rules thereunder or an
appropriate waiver will be obtained, and (c) filing with the SEC and NASD either
a Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or
10-K disclosing the terms of the transaction contemplated by this Agreement. The
business of Matritech is not being conducted in violation of any law, ordinance
or regulation of any governmental entity, including by not limited to the U.S.
Food and Drug Administration, except for violations which either singly or in
the aggregate would not be reasonably likely to have a Material Adverse Effect.

2.7   NO MATERIAL ADVERSE CHANGE. Except as otherwise disclosed in the
Memorandum or in writing or otherwise set forth in the SEC Documents since
September 30, 2002, there has not been:

      2.7.1 any change in the assets, liabilities, financial condition or
operations of Matritech from that reflected in the Financial Statements except
changes in the ordinary course of business which have not been, in the
aggregate, materially adverse; any material change in the contingent obligations
of Matritech, whether by way of guarantee, endorsement, indemnity, warranty or
otherwise;

      2.7.2 any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties or business of
Matritech; any declaration or payment of any dividend or other distribution of
the assets of Matritech; or

      2.7.3 any other event or condition of any character which has materially
and adversely affected Matritech's assets, liabilities, financial condition or
operations or prospects.

2.8.  INTELLECTUAL PROPERTY. Matritech has sufficient title and ownership of all
patents, patent applications, copy rights, trade secrets, trademarks,
proprietary information,


                               Page 3 of 27 Pages
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proprietary rights, and processes necessary for its business as now conducted
and as now proposed to be conducted in the Memorandum without any conflict with
or infringement of the rights of others except as disclosed in the documents
filed with the SEC and appended to the Memorandum, to the knowledge of
Matritech.

2.9.  LITIGATION. Matritech is not engaged in, or a party to, or to its
knowledge, threatened with, any claim or legal action or other proceeding before
any court, any arbitrator of any kind or any administrative agency, or any
governmental investigation, which could have a Material Adverse Effect. There
are no orders, rulings, decrees, judgments or stipulations to which Matritech is
a party by or with any court, arbitrator, or administrative agency which are
material to the business or operation of the Company taken as a whole.

2.10  CONSISTENT TERMS. No Units are being issued and sold at the Closing other
than pursuant to terms identical to those contained in this Agreement.

                 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

      The Purchaser hereby represents and warrants to Matritech as of the
Closing Date as follows:

3.1   INVESTMENT EXPERIENCE. Purchaser is an "accredited investor" as defined in
rule 501(a) under the Securities Act. Purchaser is aware of Matritech's business
affairs and financial condition and has had access to and has acquired
sufficient information about Matritech to reach an informed and knowledgeable
decision to acquire the Units (including the Warrant Shares). Purchaser has such
business and financial experience as is required to give it the capacity to
protect its own interests in connection with the purchase of the Units.
Purchaser has, in connection with its decision to purchase the number of Units
(including Warrant Shares) set forth in Exhibit A, relied solely upon the
representations and warranties of Matritech contained herein and in the
Memorandum.

3.2   INVESTMENT INTENT. Purchaser is purchasing the Units (including the
Warrant Shares issuable upon exercise of the Warrants) for investment for its
own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act. Purchaser
understands that the Shares, the Warrants and the Warrant Shares have not been
registered under the Securities Act or registered or qualified under any state
securities law in reliance on specific exemptions therefrom, which exemptions
may depend upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.

3.3   REGISTRATION OR EXEMPTION REQUIREMENTS. Purchaser further acknowledges and
understands that the Shares, the Warrants and the Warrant Shares must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. Purchaser understands that the
certificate(s) evidencing the Shares will be imprinted with a legend that
prohibits the transfer of the Shares unless (i) they are


                               Page 4 of 27 Pages
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registered or such registration is not required, and (ii) if the transfer is
pursuant to an exemption from registration other than Rule 144 under the
Securities Act, and, if Matritech shall so request in writing, an opinion of
counsel satisfactory to Matritech is obtained to the effect that the transaction
is so exempt. In addition, the Purchaser will refrain from selling, transferring
or otherwise disposing of any Shares, the Warrants or the Warrant Shares, or any
interest therein, in such manner as to cause Matritech to be in violation of the
registration requirements of the Securities Act or applicable state securities
or blue sky laws.

3.4   NO LEGAL, TAX OR INVESTMENT ADVICE. Purchaser understands that nothing in
this Agreement or any other materials presented to Purchaser in connection with
the purchase and sale of the Units (including the Warrant Shares) constitutes
legal, tax or investment advice. Purchaser has consulted such legal, tax, and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the Units (including the Warrant
Shares).

3.5   NO LAW PROHIBITING OR RESTRICTING THE PURCHASE. There shall not be in
effect any law, rule or regulation prohibiting or restricting the purchase by
Purchaser, or requiring any consent or approval of any person which shall not
have been obtained to acquire the Units (except as otherwise provided in this
Agreement). The Purchaser has or will take all actions necessary for the sale of
the Units (including the Warrant Shares) to comply with all applicable laws and
regulations in each foreign jurisdiction in which it purchases, offers, sells or
delivers the Units (including the Warrant Shares), or any portion thereof, or
has in its possession or distributes any offering material, in all cases at its
own expense.

3.6   NO BROKERS, FINDERS. Purchaser represents that no person, firm or
corporation has or will have, as a result of any act or omission by Purchaser,
any right, interest or valid claim against Matritech for any commission, fee or
other compensation as a finder or broker, or in any similar capacity, in
connection with the transactions contemplated by this Agreement.

3.7   POWER AND AUTHORITY. Purchaser further represents and warrants to, and
covenants with, Matritech that (i) Purchaser has full right, power, authority
and capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) this Agreement
constitutes a valid and binding obligation of Purchaser enforceable against the
Purchaser in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or similar laws affecting
the enforcement of creditors' rights generally and except as enforceability may
be relating to or limited by equitable principles generally.

                    4. CONDITIONS TO OBLIGATIONS OF PURCHASER

Purchaser's obligation to purchase the Units at the Closing is subject to the
fulfillment on or prior to the Closing Date of the following conditions, unless
otherwise waived by the Purchaser:



                               Page 5 of 27 Pages
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4.1   REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties
made by Matritech in Section 2 shall be true and correct in all material
respects when made and on the Closing Date with the same force and effect as if
they had been made on and as of the Closing Date.

4.2   COVENANTS. All covenants, agreements and conditions contained in this
Agreement to be performed by Matritech on or prior to the Closing Date have been
performed or complied with in all material respects.

4.3   NO ORDER PENDING. There shall not then be in effect any order enjoining or
restraining the transactions contemplated by this Agreement.

4.4   NO LAW PROHIBITING OR RESTRICTING THE SALE. There shall not be in effect
any law, rule or regulation prohibiting or restricting the sale, or requiring
any consent or approval of any person which shall not have been obtained to
issue the Units (except as otherwise provided in this Agreement).

4.5   NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse
change between the date of this Agreement and the Closing Date in the financial
condition, business or affairs of Matritech.

                    5. CONDITIONS TO OBLIGATIONS OF MATRITECH

Matritech's obligation to sell and issue the Units at the Closing is subject to
the fulfillment on or prior to the Closing Date of the following conditions by
Purchaser unless otherwise waived by Matritech:

5.1   REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties
made by Purchaser in Section 3 hereof shall be true and correct in all material
respects when made and on the Closing Date with the same force and effect as if
they had been made on and as of the Closing Date.

5.2   COVENANTS. All covenants, agreements and conditions contained in this
Agreement to be performed by Purchaser on or prior to the Closing Date shall
have been performed or complied with in all material respects.

5.3   NO ORDER PENDING. There shall not then be in effect any order enjoining or
restraining the transactions contemplated by this Agreement.

5.4   NO LAW PROHIBITING OR RESTRICTING THE SALE. There shall not be in effect
any law, rule or regulation prohibiting or restricting the purchase, or
requiring any consent or approval of any person which shall not have been
obtained to acquire the Units (except as otherwise provided in this Agreement).



                               Page 6 of 27 Pages
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                6. REGISTRATION OF THE SHARES AND WARRANT SHARES

6.1   REGISTRATION REQUIREMENTS.

      6.1.1 No later than 45 days after the Closing, Matritech shall prepare and
file a registration statement with the SEC under the Securities Act to register
the resale of the Shares and the Warrant Shares ("Registrable Securities") by
the Purchaser and thereafter shall use its best efforts, subject to receipt of
necessary information from the Purchaser, to secure the effectiveness of such
registration statement within 90 days after Closing if no review by the SEC and
within 120 after Closing if reviewed by the SEC .

      6.1.2 Matritech shall pay all Registration Expenses (as defined below) in
connection with any registration, qualification or compliance hereunder, and the
Purchaser shall pay all Selling Expenses (as defined below) and other expenses
that are not Registration Expenses relating to the Registrable Securities resold
by such Purchaser. "Registration Expenses" shall mean all expenses, except for
Selling Expenses, incurred by Matritech in complying with the registration
provisions herein described, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for Matritech, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration.
"Selling Expenses" shall mean all brokerage or selling commissions, underwriting
fees or placement agent fees and stock transfer taxes applicable to the
Registrable Securities and all fees and disbursements of counsel or other
advisers, if any, for the Purchaser.

      6.1.3 In the case of any registration effected by Matritech pursuant to
these registration provisions, Matritech will use its best efforts to: (i) keep
such registration effective until the later of such time as (A) all the Warrants
have been exercised, redeemed or expired and (B) all the Shares and Warrant
Shares have been sold pursuant thereto or, by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect, such shares are no longer
required to be registered for the unrestricted sale thereof by the Purchaser;
(ii) prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement; (iii) furnish to the Purchaser such number of
prospectuses and other documents incident thereto, including any amendment of or
supplement to the prospectus, as the Purchaser from time to time may reasonably
request, in order to facilitate the public sale or other disposition of all or
any of the Registrable Securities held by the Purchaser, provided, however, that
the obligation of Matritech to deliver such prospectuses to the Purchaser shall
be subject to receipt by Matritech of reasonable assurance from Purchaser that
Purchaser will comply with the provisions of the Securities Act and of such
other securities or blue sky laws as may be applicable in connection with any
use of such prospectuses; (iv) file documents required of Matritech for normal
blue sky clearance in such states as shall be reasonably requested by the
Purchaser, provided that Matritech shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions; (v) prepare and file
listing applications for the Registrable Securities


                               Page 7 of 27 Pages
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registered as described herein to be listed on each securities exchange and
quoted on each quotation service on which similar securities issued by Matritech
are then listed or quoted; and (vi) provide a transfer agent and registrar for
all Registrable Securities registered pursuant to such registration statement
and a CUSIP number for all Registrable Securities.

      6.1.4 The right to sell Registrable Securities pursuant to the
registration statement described herein will be automatically assigned to each
transferee of Registrable Securities, provided such transferee agrees to be
bound by the terms hereof as if it were a "Purchaser" hereunder. In the event it
is necessary, in order to permit such a transferee to sell Registrable
Securities pursuant to Matritech's registration statement, to amend the
registration statement to name such transferee, such transferee shall, upon
written notice to Matritech, be entitled to have Matritech make such amendment
as soon as reasonably practicable. Notwithstanding the above provisions relating
to Registration Expenses, in the event that such an amendment is requested, the
transferee shall, at the request of Matritech, be obligated to reimburse
Matritech for reasonable Registration Expenses incurred by it in connection with
such amendment.

6.2   INDEMNIFICATION

      6.2.1 To the extent permitted by law, Matritech will indemnify and hold
harmless the Purchaser selling Shares or Warrant Shares under such registration
statement against any losses, claims, damages, or liabilities to which such
Purchaser may become subject under the Act, the Securities Exchange Act, or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or the omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, and Matritech will pay to such Purchaser, as incurred,
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that Matritech shall not be liable in any such case to the
extent that such loss, claim, damage, liability or action arises out of or is
based upon an untrue statement or omission which occurs in reliance upon and in
conformity with written information furnished to Matritech by or on behalf of
such Purchaser expressly for use in preparation or connection with such
registration, or the failure of such Purchaser to comply with the covenants and
agreements contained herein; provided further, that the indemnification
contained in this Section 6.2.1 with respect to any prospectus after is has been
amended or supplemented, shall not inure to the benefit of such Purchaser (or
any person controlling such Purchaser) from whom the person asserting such loss,
claim, damage or liability shall have purchased Shares or Warrant Shares, that
are the subject thereof if, after copies thereof have been delivered by
Matritech to such Purchaser, such Purchaser shall have failed to send or give a
copy of the prospectus as then amended or supplemented, as the case may be, to
such person at or prior to the confirmation of such sale of such Shares or
Warrant Shares, to such person, and, if such loss, claim, damage or liability
would not have arisen but for the failure of such Purchaser to deliver the same.



                               Page 8 of 27 Pages
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      6.2.2 To the extent permitted by law, each Purchaser will indemnify and
hold harmless Matritech, each of its directors, each of its officers who has
signed the registration statement and each other person, if any, who controls
Matritech within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject under the Securities Act, the Exchange Act
or other federal or state securities law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are based
on any untrue statement or any omission in such registration statement
(including any prospectus, exhibit, supplement or amendment included in or
relating thereto), in each case to the extent (and only to the extent) that such
statement or omission was made in reliance upon and in conformity with written
information furnished by or on behalf of such Purchaser expressly for use in
preparation or connection with such registration; and each such Purchaser will
pay, as incurred, any legal or other expenses reasonably incurred by any person
intended to be indemnified pursuant to this subsection in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided that, in no event shall any Purchaser's liability for indemnification
claims under this subsection exceed the greater of the aggregate purchase price
of the Units purchased by the Purchaser and the net proceeds from the offering
received by such Purchaser, except in the case of willful fraud by such
Purchaser.

      6.2.3 Promptly after receipt by an indemnified party under this Section
6.2 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 6.2, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
6.2, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 6.2.

      6.2.4 If the indemnification provided for in this Section 6.2 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying


                               Page 9 of 27 Pages
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party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations; provided, that, in no event
shall any contribution by the Purchaser under this subsection 6.2.4 exceed the
greater of the aggregate purchase price of the Units purchased by the Purchaser
and the net proceeds from the offering received by such Purchaser, except in the
case of willful fraud by such Purchaser. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

      6.2.5 The obligations of Matritech and the Purchaser under this Section
6.2 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 6.2, and otherwise.

                            7. COVENANTS OF PURCHASER

      7.1   RIGHT OF COMPANY TO SUSPEND USE OF REGISTRATION STATEMENT. . At any
time Matritech may suspend the Purchaser's right to resell any Registrable
Securities pursuant to the registration statement; provided, however, that in
order to exercise this right of suspension, Matritech must deliver a certificate
in writing to the Purchaser to the effect that a suspension of such sale is
necessary because a sale pursuant to such registration statement in its
then-current form could constitute a violation of the federal securities laws.
In no event shall such suspension exceed ten (10) trading days; provided,
however, that if, prior to the expiration of such ten (10) trading day period,
Matritech delivers a certificate in writing to the Purchaser to the effect that
a further suspension in such sale for an additional period not to exceed ten
(10) trading day period is necessary because the disclosures required to be made
for a sale pursuant to such registration statement to be in compliance with
federal securities laws would be seriously detrimental to Matritech and its
stockholders. Matritech may not utilize this right more than once in any three
(3) month period.

      7.2   RESTRICTIONS ON SHORT-SALES. The Purchaser shall not engage in any
short-sales of Matritech's Common Stock prior to the effectiveness of the
Registration Statement, except to the extent that any such short-sale is fully
covered by freely tradable shares of Common Stock of Matritech.



                              Page 10 of 27 Pages
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                8. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES

                         COMPLIANCE WITH SECURITIES ACT

      8.1   RESTRICTIONS ON TRANSFERABILITY. The Shares, Warrants and Warrant
Shares shall not be transferable in the absence of a registration under the
Securities Act or an exemption therefrom or in the absence of compliance with
any term of this Agreement. Matritech shall be entitled to give stop transfer
instructions to the transfer agent with respect to the Shares in order to
enforce the foregoing restrictions.

      8.2   RESTRICTIVE LEGEND. Each certificate representing Shares, Warrants,
and Warrant Shares shall bear substantially the following legends (in addition
to any legends required under applicable securities laws):

      THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
      REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
      OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AS TO THE
      AVAILABILITY OF AN EXEMPTION FROM REGISTRATION. THESE SECURITIES ARE
      SUBJECT TO A COMMON STOCK AND WARRANT PURCHASE AGREEMENT.

      The legend contained in this Section 8.2 will be removed from a
certificate if (i) in Matritech's opinion the Shares or Warrant Shares
represented by such certificates are available for resale pursuant to Rule
144(k) under the Securities Act, or (ii) such Shares or Warrant Shares are sold
pursuant to an effective registration statement with the SEC.

                                9. MISCELLANEOUS

      9.1   TERMINATION OF AGREEMENT.

            9.1.1 This Agreement may be terminated at any time by Matritech or
Purchaser if there has been a material breach of any material representation,
warranty, covenant or agreement on the part of the other party set forth in this
agreement, which breach shall not have been cured, in the case of a
representation or warranty, prior to the Closing or, in the case of a covenant
or agreement, within thirty (30) calendar days following receipt by the
breaching party of written notice of such breach from the other party.

            9.1.2 From and after the termination of the Agreement, the
covenants, obligations and agreements of the parties set forth herein shall be
of no further force or effect and the parties shall be under no further
obligation with respect thereto.

      9.2   COMMERCIALLY REASONABLE EFFORTS. Each of Matritech and Purchaser
shall use its commercially reasonable efforts to take all actions required under
any law, rule or regulation adopted subsequent to the date hereof in order that
Matritech may sell the Units to Purchaser and Purchaser may purchase the Units,
and to ensure that the conditions to a Closing set forth herein are satisfied on
or before the scheduled date of such Closing.



                              Page 11 of 27 Pages
<PAGE>
      9.3   GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of Delaware as applied to contracts entered into solely
between residents of, and to be performed entirely within, such state.

      9.4   SURVIVAL. The representations and warranties in Sections 2 and 3 of
this Agreement shall survive any investigation made by Purchaser or Matritech
and the Closing; provided that such representations and warranties shall not be
construed so as to constitute representations and warranties concerning
circumstances existing after the date of this Agreement.

      9.5   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. This Agreement may not be assigned by a party without the prior
written consent of the other party.

      9.6   ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Warrants and other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subject matter hereof and
thereof and supersedes all prior agreements and understanding among the parties
relating to the subject matter hereof. With the exception of Section 6 hereof,
the terms of this Agreement may be waived or amended with the written consent of
Matritech and Purchaser.

      9.7   NOTICES AND DATES. Any notice or other communication given under
this Agreement shall be sufficient if in writing and sent by registered or
certified mail, domestic or international courier, or facsimile, return receipt
requested, postage or courier charges prepaid, to a party at its address set
forth below (or at such other address as shall be designated for such purpose by
such party in a written notice to the other party hereto):

            (a) if to Matritech, to:

            Matritech, Inc.
            330 Nevada Street
            Newton, MA 02460
            Attention: Chief Executive Officer
            Fax: (617) 928-0821
            Phone: (617) 928-0820

            (b)if to Purchaser, to the address set
            forth on the attached Schedule of Purchasers

            All such notices and communications shall be effective one (1)
trading day after being sent by facsimile with confirmation of receipt or five
(5) trading days after being sent by courier.



                              Page 12 of 27 Pages
<PAGE>
              [The rest of this page is intentionally left blank.]







                              Page 13 of 27 Pages
<PAGE>
      9.8   SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder to of the terms, provisions, covenants and
restriction of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

      9.9   COSTS AND EXPENSES. Each party hereto shall pay its own costs and
expenses incurred in connection herewith, including the fees of its counsel,
auditors and other representatives, whether or not the transactions contemplated
herein are consummated.

      9.10  NO THIRD PARTY RIGHTS. Nothing in this Agreement shall create or be
deemed to create any rights in any person or entity not a party to this
Agreement.

      9.11  COUNTERPARTS. This Agreement may be executed in counterparts, and
each such counterpart shall be deemed an original for all purposes, but such
counterparts shall together constitute one and the same instrument.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officer as of the date first above
written.

MATRITECH, INC.                                 PURCHASER


By:__________________                           By: ___________________
Name:                                           Name:
Title:                                          Title:
                                                Address:
                                                Number of Units: ___________






                              Page 14 of 27 Pages
<PAGE>
                                    Exhibit A
                             Schedule of Purchasers

PURCHASER                                       NUMBER OF UNITS









                              Page 15 of 27 Pages
<PAGE>
                             Exhibit B to Agreement
                                 Form of Warrant







                              Page 16 of 27 Pages
<PAGE>
                                    EXHIBIT B

               Form of Warrant to Purchase Shares of Common Stock







                              Page 17 of 27 Pages
<PAGE>
      THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
      REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
      OFFERED FOR SALE OR TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF THIS WARRANT AND PURSUANT TO A REGISTRATION STATEMENT OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY AS TO THE AVAILABILITY OF AN EXEMPTION
      FROM REGISTRATION.

WARRANT NO. _______                                  NUMBER OF SHARES _______

                         WARRANT TO PURCHASE SECURITIES
                               OF COMMON STOCK OF

                                 MATRITECH, INC.

      1. COMMON STOCK AND WARRANT PURCHASE AGREEMENT. This Warrant is issued to
______________________ ("Purchaser") pursuant to the Common Stock and Warrant
Purchase Agreement dated as of December __, 2002 between Matritech, Inc., a
Delaware corporation ("Matritech" or the "Company"), and Purchaser ("Purchase
Agreement") in which Matritech issued Units to Purchaser. Each "Unit" is
composed of three shares of Matritech Common Stock ("Shares") and a warrant to
purchase one share of Matritech Common Stock. This Warrant is part of the Unit.

      2. NUMBER AND PRICE OF SHARES SUBJECT TO WARRANT.

(A) GENERAL TERMS. Subject to the terms and conditions herein set forth
Purchaser is entitled to purchase from Matritech, at any time in whole or from
time to time in part commencing on the date hereof and until December __, 2005,
        shares (which number of shares is subject to adjustment as described
below) of fully paid and nonassessable Common Stock, $.01 par value, of
Matritech ("Warrant Shares"), upon surrender of this Warrant at the principal
office of Matritech and upon payment of the purchase price by wire transfer to
Matritech or cashiers check drawn on a United States bank made to the order of
Matritech. Subject to adjustment as hereinafter provided, the purchase price of
one Warrant Share (or such securities as may be substituted for one Warrant
Share pursuant to the provisions hereinafter set forth) shall be $2.30. The
purchase price of one Warrant Share (or such securities as may be substituted
for one Warrant Share pursuant to the provisions hereinafter set forth) payable
from time to time upon the exercise of this Warrant (whether such price be the
price specified above or an adjusted price determined as hereinafter provided)
is referred to herein as the "Warrant Price."

(b) Notwithstanding the foregoing Section (a), if, and only if, there is not a
registration statement currently in effect, the Purchaser shall have the option
to effectuate payment of the Warrant Price by a cashless exercise by faxing an
Exercise Notice and including a calculation of the number of


                              Page 18 of 27 Pages
<PAGE>
shares of to be issued upon such exercise in accordance with the terms hereof (a
"Cashless Exercise"). In the event of a Cashless Exercise, the Purchaser shall
surrender this Warrant for that number of Warrant Shares determined by (i)
multiplying the number of Warrant Shares for which this Warrant is being
exercised by the Per Share Warrant Value and (ii) dividing the product by the
closing bid price of one share of the Common Stock on the Trading Day
immediately preceding the date of receipt of the fax by Matritech. The term "
Per Share Warrant Value" shall mean, with respect to any exercise (in whole or
in part) of this Warrant the difference resulting from subtracting the Warrant
Price from the closing bid price of one share of Common Stock on the Trading Day
immediately preceding the date of receipt of the fax by Matritech.

            (B) EARLY TERMINATION OF WARRANT. Notwithstanding the foregoing, in
the event that the closing price per share of Matritech's Common Stock as
reported on the Nasdaq Stock Market (or such other equivalent market or
exchange) exceeds $4.60 for a period of thirty (30) consecutive trading days (a
"Callable Event") and provided that the Resale Registration Statement is
currently effective, then Matritech may, on or before the tenth (10th) trading
day after such Callable Event has occurred, send a written notice (a "Call
Notice") to Purchaser that a Callable Event has occurred and that the Warrant
shall terminate on the thirtieth (30th) day after the date the Call Notice
became effective pursuant to Section 11 below. Purchaser shall have thirty (30)
days after the date such Call Notice became effective to exercise this Warrant
in accordance with the terms and conditions of this Warrant. In the event
Purchaser does not exercise this Warrant within such thirty (30) day period,
this Warrant shall automatically terminate. Notwithstanding the foregoing thirty
(30) day period with which Purchaser may exercise the Warrant after a Call
Notice has been delivered, if during such time period, (i) the registration
statement described in the Purchase Agreement covering such Warrant Shares (the
"Registration Statement") shall not be effective, or (ii) Matritech shall have
delayed Purchaser's ability to sell securities covered by the Registration
Statement, then, in either case, the time period that Purchaser has to exercise
the Warrant after a Call Notice becomes effective shall be extended until the
Purchaser shall have been permitted to sell the Warrant Shares pursuant to the
Registration Statement for a consecutive period of thirty (30) days after the
date the Call Notice shall have been delivered. If after the issue date of this
Warrant the Nasdaq Stock Market shall permit "after-hours" trading or continuous
trading, then for the purposes of determining the average of "daily closing
price" as of any date, such price on any trading day shall be deemed to be the
closing price during the "regular trading hours" designated as such by Nasdaq,
or if no such period shall be so designated, then the closing price for such
trading day as reported on the next business day by The Wall Street Journal.

      3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind
of securities issuable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:

            (A) ADJUSTMENT FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR
PROPERTY. In case at any time or from time to time on or after the date hereof
the holders of the Common Stock of Matritech (or any shares of stock or other
securities at the time receivable upon the exercise of this Warrant) shall have
received, or, on or after the record date fixed for the


                              Page 19 of 27 Pages
<PAGE>
determination of eligible stockholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities or
property (other than cash in connection with regular or ordinary dividends) of
Matritech by way of dividend, then and in each case, the holder of this Warrant
shall, upon the exercise hereof, be entitled to receive, in addition to the
number of shares of Common Stock receivable thereupon, and without payment of
any additional consideration therefor, the amount of such other or additional
stock or other securities or property (other than cash in connection with
regular or ordinary dividends) of Matritech which such holder would hold on the
date of such exercise had it been the holder of record of such Common Stock on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by paragraphs (b) and (c) of
this Section 3.

            (B) ADJUSTMENT FOR RECLASSIFICATION, REORGANIZATION OR MERGER. In
case of any reclassification or change of the outstanding securities of
Matritech or of any reorganization of Matritech (or any other corporation the
stock or securities of which are at the time receivable upon the exercise of
this Warrant) or any similar corporate reorganization on or after the date
hereof, then and in each such case the holder of this Warrant, upon the exercise
hereof at any time after the consummation of such reclassification, change,
reorganization, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise hereof
prior to such consummation, the stock or other securities or property to which
such holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in paragraphs (a) and (c); and in each such case, the
terms of this Section 3 shall be applicable to the shares of stock or other
securities properly receivable upon the exercise of this Warrant after such
consummation.

            (C) STOCK SPLITS AND REVERSE STOCK SPLITS. If at any time on or
after the date hereof Matritech shall subdivide its outstanding shares of Common
Stock into a greater number of shares, the Warrant Price in effect immediately
prior to such subdivision shall thereby be proportionately reduced and the
number of shares receivable upon exercise of the Warrant shall thereby be
proportionately increased; and, conversely, if at any time on or after the date
hereof the outstanding number of shares of Common Stock shall be combined into a
smaller number of shares, the Warrant Price in effect immediately prior to such
combination shall thereby be proportionately increased and the number of shares
receivable upon exercise of Warrant shall thereby be proportionately decreased.

SECTION 4 NOTICE OF CERTAIN EVENTS.

      In case at any time Matritech shall propose to its shareholders:

            (a) to pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; or



                              Page 20 of 27 Pages
<PAGE>
            (b) to issue any rights, warrants, or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants, or other securities; or

            (c) to effect any material: reclassification or change of
outstanding shares of Common Stock or any consolidation, merger, sale, lease, or
conveyance of property; or

            (d) to effect any liquidation, dissolution, or winding-up of the
Company; or

            (e) to take any other action which would cause an adjustment to the
Warrant Price;

then, and in any one or more of such cases, Matritech shall give written notice
thereof by courier, to the Purchaser, mailed at least fifteen (15) days prior
to: (1) the date as of which the holders of record of shares of Common Stock to
be entitled to receive any such dividend, distribution, rights, warrants, or
other securities are to be determined, (2) the date on which any such
reclassification, change of outstanding shares of Common Stock, consolidation,
merger, sale, lease, conveyance of property, liquidation, dissolution, or
winding-up is expected to become effective and the date as of which it is
expected that holders of record of shares of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such reclassification, change of outstanding shares, consolidation, merger,
sale, lease, conveyance of property, liquidation, dissolution, or winding-up, or
(3) the date of such action which would require an adjustment to the Warrant
Price.

      5. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will be
issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, Matritech shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported on the Nasdaq System on the date of exercise.

      6. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle its holder to any
of the rights of a stockholder of Matritech.

            7. RESERVATION OF STOCK. Matritech covenants that during the period
      this Warrant is exercisable, Matritech will reserve from its authorized
      and unissued Common Stock a sufficient number of shares to provide for the
      issuance of Warrant Shares upon the exercise of this Warrant. Matritech
      agrees that its issuance of this Warrant shall constitute full authority
      to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the
      Warrant Shares upon the exercise of this Warrant.

      8. EXERCISE OF WARRANT. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant and the Notice of
Exercise attached hereto as


                              Page 21 of 27 Pages
<PAGE>
Exhibit A duly completed and executed on behalf of the holder hereof, at the
principal office of Matritech together with payment in full of the Warrant Price
then in effect with respect to the number of Warrant Shares as to which the
Warrant is being exercised. The Warrant Price shall be by wire transfer to
Matritech or cashiers check drawn on a United States bank made to the order of
Matritech. This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of its surrender for exercise and payment
of the applicable Warrant Price as provided above, and the person entitled to
receive the Warrant Shares issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date. As promptly as practicable on or after such date and in any event
within ten (10) days thereafter, Matritech at its expense shall cause to be
issued and delivered to the person or persons entitled to receive the same a
certificate or certificates for the number of full Warrant Shares issuable upon
such exercise, together with cash in lieu of any fraction of a share as provided
above. The Warrant Shares issuable upon exercise hereof shall, upon their
issuance, be fully paid and nonassessable. In the event that this Warrant is
exercised in part, Matritech at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.

      9. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or number or type
of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, Matritech shall promptly deliver to the record holder of this Warrant
a certificate of an officer of Matritech setting forth the nature of such
adjustment and a brief statement of the facts requiring such adjustment.

      10. TRANSFERABILITY. This Warrant is not transferable.

      11. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to Matritech of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to Matritech or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, Matritech at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

      12. MISCELLANEOUS. This Warrant shall be governed by the laws of the State
of Delaware. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by Matritech and
the registered holder of this Warrant. All notices and other communications from
Matritech to the holder of this Warrant shall be sufficient if in writing and
sent by registered or certified mail, domestic or international courier, or
facsimile, return receipt requested, postage or courier charges prepaid, to the
address furnished to Matritech in writing by Purchaser. All such notices and
communications shall be effective one (1) trading day after being sent by
facsimile with confirmation of receipt or five (5) trading days after being sent
by courier. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provisions.



                              Page 22 of 27 Pages
<PAGE>
      13. TERMINATION. This Warrant (and the right to purchase securities upon
exercise hereof) shall terminate on December __, 2005 or such earlier time as
provided in Section 2 above.

      ISSUED as of the date first written above.

                                          MATRITECH, INC.


                                          By:
                                              ------------------------------
                                          Name:
                                          Title:







                              Page 23 of 27 Pages
<PAGE>
EXHIBIT A

                          NOTICE OF INTENT TO EXERCISE
                  (To be signed only upon exercise of Warrant)


To:   MATRITECH, INC.

The undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, _____________ ____________________________ (_____________) shares of
Common Stock of Matritech, Inc. and herewith (i) makes payment of
____________________ Dollars ($__________) thereof or (ii) authorizes the
cancellation of _____ Warrant Shares, which represent the amount of Warrant
Shares as provided in the attached Warrant to be canceled in connection with
such exercise, all in accordance with the conditions and provisions of said
Warrant and requests that the certificates for such shares be issued in the name
of, and delivered to ________________________________, whose address is
____________________________.

      DATED: ______________


                              __________________________________________________
                              (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)


                                    ____________________________________________

                                    ____________________________________________
                                    (Address)






                              Page 24 of 27 Pages