<PAGE>
                                                                     EXHIBIT 4.4

                                                                       EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

                             STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                 MATRITECH, INC.

      THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received,
_____________ (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on
or after ________(1) __, 200__ (the "Initial Exercise Date") and on or prior to
the close of business on the fifth anniversary of the Initial Exercise Date (the
"Termination Date") but not thereafter, to subscribe for and purchase from
Matritech, Inc., a corporation incorporated in the State of Delaware (the
"Company"), up to ____________ shares (the "Warrant Shares") of Common Stock,
par value $0.01 per share, of the Company (the "Common Stock"). The purchase
price of one share of Common Stock (the "Exercise Price") under this Warrant
shall be $____(2), subject to adjustment hereunder. The Exercise Price and the
number of Warrant Shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. CAPITALIZED TERMS USED AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT CERTAIN SECURITIES
PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED MARCH 31, 2003, BETWEEN THE
COMPANY AND THE INVESTORS SIGNATORY THERETO.

----------
1   The applicable Closing Date.

2   The Closing Price on the applicable Closing Date.


                                       1
<PAGE>

      1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed; provided, however, during any 12 month period and except for
transfers to an Affiliate of the Holder, the Holder, collectively with successor
Holders, may not transfer this Warrant in more than two transactions to more
than four assignees per transaction. The transferee shall sign an investment
letter in form and substance reasonably satisfactory to the Company.

      2. Authorization of Shares. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant
and in accordance with the terms hereof, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges in
respect of the issue thereof imposed by the Company other than restrictions on
transfer provided for in the Transaction Documents.

      3. Exercise of Warrant.

            (a) Except as provided in Section 4 herein, exercise of the purchase
      rights represented by this Warrant may be made at any time or times on or
      after the Initial Exercise Date and on or before the Termination Date by
      the surrender of this Warrant and the Notice of Exercise Form annexed
      hereto duly executed, at the office of the Company (or such other office
      or agency of the Company as it may designate by notice in writing to the
      registered Holder at the address of such Holder appearing on the books of
      the Company) and upon payment of the Exercise Price of the shares thereby
      purchased by wire transfer or cashier's check drawn on a United States
      bank or by means of a cashless exercise pursuant to Section 3(d), the
      Holder shall be entitled to receive a certificate for the number of
      Warrant Shares so purchased. Certificates for shares purchased hereunder
      shall be delivered to the Holder within five (5) Trading Days after the
      date on which this Warrant shall have been exercised as aforesaid. This
      Warrant shall be deemed to have been exercised and such certificate or
      certificates shall be deemed to have been issued, and Holder or any other
      person so designated to be named therein shall be deemed to have become a
      holder of record of such shares for all purposes, as of the date the
      Warrant has been exercised by payment to the Company of the Exercise Price
      and all taxes required to be paid by the Holder, if any, pursuant to
      Section 5 prior to the issuance of such shares, have been paid. If the
      Company fails to deliver to the Holder a certificate or certificates
      representing the Warrant Shares pursuant to this Section 3(a) by the fifth
      Trading Day after the date of exercise, then the Holder will have the
      right to rescind such exercise. In addition to any other rights available
      to the Holder, if the Company fails to deliver to the Holder a certificate
      or certificates representing the Warrant Shares pursuant to an exercise by
      the fifth Trading Day after the date of exercise and the Holder has not
      rescinded such exercise pursuant to this Section 3(a), and if after such
      fifth Trading Day the Holder is required by its broker to purchase (in an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of


                                       2
<PAGE>

      the Warrant Shares which the Holder anticipated receiving upon such
      exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
      Holder the amount by which (x) the Holder's total purchase price
      (including brokerage commissions, if any) for the shares of Common Stock
      so purchased exceeds (y) the amount obtained by multiplying (A) the number
      of Warrant Shares that the Company was required to deliver to the Holder
      in connection with the exercise at issue times (B) the price at which the
      sell order giving rise to such purchase obligation was executed, and (2)
      at the option of the Holder, either reinstate the portion of the Warrant
      and equivalent number of Warrant Shares for which such exercise was not
      honored or deliver to the Holder the number of shares of Common Stock that
      would have been issued had the Company timely complied with its exercise
      and delivery obligations hereunder. For example, if the Holder purchases
      Common Stock having a total purchase price of $11,000 to cover a Buy-In
      with respect to an attempted exercise of shares of Common Stock with an
      aggregate sale price giving rise to such purchase obligation of $10,000,
      under clause (1) of the immediately preceding sentence the Company shall
      be required to pay the Holder $1,000. The Holder shall provide the Company
      written notice indicating the amounts payable to the Holder in respect of
      the Buy-In, together with applicable confirmations and other evidence
      reasonably requested by the Company. Nothing herein shall limit a Holder's
      right to pursue any other remedies available to it hereunder, at law or in
      equity including, without limitation, a decree of specific performance
      and/or injunctive relief with respect to the Company's failure to timely
      deliver certificates representing shares of Common Stock upon exercise of
      the Warrant as required pursuant to the terms hereof.

            (b) If this Warrant shall have been exercised in part, the Company
      shall, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing
      the rights of Holder to purchase the unpurchased Warrant Shares called for
      by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

            (c) Notwithstanding anything herein to the contrary, in no event
      shall the Holder be permitted to exercise this Warrant for Warrant Shares
      to the extent that (i) the number of shares of Common Stock beneficially
      owned by such Holder, together with any affiliate thereof (other than
      Warrant Shares issuable upon exercise of this Warrant) plus (ii) the
      number of Warrant Shares issuable upon exercise of this Warrant, would be
      equal to or exceed 4.9999% of the number of shares of Common Stock then
      issued and outstanding, including shares issuable upon exercise of this
      Warrant held by such Holder after application of this Section 3(c). As
      used herein, beneficial ownership shall be determined in accordance with
      Section 13(d) of the Exchange Act and the rules promulgated thereunder. To
      the extent that the limitation contained in this Section 3(c) applies, the
      determination of whether this Warrant is exercisable (in relation to other
      securities owned by the Holder) and of which a portion of this Warrant is
      exercisable shall be in the sole discretion of such Holder, and the
      submission of a Notice of Exercise shall be deemed to be such Holder's
      determination of whether this Warrant is exercisable (in relation to other
      securities owned by such Holder) and of which portion of this Warrant is
      exercisable, in each case subject to such aggregate percentage limitation,
      and the Company shall have no obligation to verify or confirm the accuracy
      of such determination. Nothing contained herein shall be deemed to
      restrict the right of a Holder


                                       3
<PAGE>

      to exercise this Warrant into Warrant Shares at such time as such exercise
      will not violate the provisions of this Section 3(c). The provisions of
      this Section 3(c) may be waived by the Holder upon, at the election of the
      Holder, not less than 61 days' prior notice to the Company, and the
      provisions of this Section 3(c) shall continue to apply until such 61st
      day (or such later date, as determined by the Holder, as may be specified
      in such notice of waiver). No exercise of this Warrant in violation of
      this Section 3(c) but otherwise in accordance with this Warrant shall
      affect the status of the Warrant Shares as validly issued, fully-paid and
      nonassessable.

            (d) If at any time after one year from the date of issuance of this
      Warrant there is no effective Registration Statement registering the
      resale of the Warrant Shares by the Holder, this Warrant may also be
      exercised at such time by means of a "cashless exercise" in which the
      Holder shall be entitled to receive a certificate for the number of
      Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
      (A), where:

            (A) = the Closing Bid Price on the Trading Day preceding
                  the date of such election;

            (B) = the Exercise Price of the Warrants, as adjusted; and

            (X) = the number of Warrant Shares issuable upon exercise
                  of the Warrants in accordance with the terms of this
                  Warrant.

      4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

      5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

      6. Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

      7. Transfer, Division and Combination.

            (a) Subject to compliance with any applicable securities laws and
      the conditions set forth in Sections 1 and 7(f) hereof and to the
      provisions of Section 4.1 of


                                       4
<PAGE>

      the Purchase Agreement, this Warrant and all rights hereunder are
      transferable, in whole or in part, upon surrender of this Warrant at the
      principal office of the Company, together with a written assignment of
      this Warrant substantially in the form attached hereto duly executed by
      the Holder or its agent or attorney and funds sufficient to pay any
      transfer taxes payable upon the making of such transfer. Upon such
      surrender and, if required, such payment, the Company shall execute and
      deliver a new Warrant or Warrants in the name of the assignee or assignees
      and in the denomination or denominations specified in such instrument of
      assignment, and shall issue to the assignor a new Warrant evidencing the
      portion of this Warrant not so assigned, and this Warrant shall promptly
      be cancelled. A Warrant, if properly assigned, may be exercised by a new
      holder for the purchase of Warrant Shares without having a new Warrant
      issued.

            (b) This Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company, together with
      a written notice specifying the names and denominations in which new
      Warrants are to be issued, signed by the Holder or its agent or attorney.
      Subject to compliance with Section 7(a), as to any transfer which may be
      involved in such division or combination, the Company shall execute and
      deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to be divided or combined in accordance with such notice.

            (c) The Company shall prepare, issue and deliver at its own expense
      (other than transfer taxes) the new Warrant or Warrants under this Section
      7.

            (d) The Company agrees to maintain, at its aforesaid office, books
      for the registration and the registration of transfer of the Warrants.

            (e) If, at the time of the surrender of this Warrant in connection
      with any transfer of this Warrant, the transfer of this Warrant shall not
      be registered pursuant to an effective registration statement under the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the
      Company a written opinion of counsel (which opinion shall be in form,
      substance and scope customary for opinions of counsel in comparable
      transactions) to the effect that such transfer may be made without
      registration under the Securities Act and under applicable state
      securities or blue sky laws, (ii) that the holder or transferee execute
      and deliver to the Company an investment letter in form and substance
      acceptable to the Company and (iii) that the transferee be an "accredited
      investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.

      8. No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price (or by means of a cashless exercise), the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender or payment.


                                       5
<PAGE>

      9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

      10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

      11. Adjustments of Exercise Price and Number of Warrant Shares.

            (a) Stock Splits, etc. The number and kind of securities purchasable
      upon the exercise of this Warrant and the Exercise Price shall be subject
      to adjustment from time to time upon the happening of any of the
      following. In case the Company shall (i) pay a dividend in shares of
      Common Stock or make a distribution in shares of Common Stock to holders
      of its outstanding Common Stock, (ii) subdivide its outstanding shares of
      Common Stock into a greater number of shares, (iii) combine its
      outstanding shares of Common Stock into a smaller number of shares of
      Common Stock, or (iv) issue any shares of its capital stock in a
      reclassification of the Common Stock, then the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior thereto shall
      be adjusted so that the Holder shall be entitled to receive the kind and
      number of Warrant Shares or other securities of the Company which it would
      have owned or have been entitled to receive had such Warrant been
      exercised in advance thereof. Upon each such adjustment of the kind and
      number of Warrant Shares or other securities of the Company which are
      purchasable hereunder, the Holder shall thereafter be entitled to purchase
      the number of Warrant Shares or other securities resulting from such
      adjustment at an Exercise Price per Warrant Share or other security
      obtained by multiplying the Exercise Price in effect immediately prior to
      such adjustment by the number of Warrant Shares purchasable pursuant
      hereto immediately prior to such adjustment and dividing by the number of
      Warrant Shares or other securities of the Company resulting from such
      adjustment. An adjustment made pursuant to this paragraph shall become
      effective immediately after the effective date of such event retroactive
      to the record date, if any, for such event.

            (b) Anti-Dilution Provisions. During the Exercise Period, the
      Exercise Price for which this Warrant is then exercisable shall be subject
      to adjustment from time to time as provided in this Section 11(b). In the
      event that any adjustment of the Exercise Price as required herein results
      in a fraction of a cent, such Exercise Price shall be rounded up or down
      to the nearest cent.

                  (i) Adjustment of Exercise Price. Except as set forth in
            Section 11(b)(ii)(E), if and whenever the Company issues or sells,
            or in accordance with Section 11(b) hereof is deemed to have issued
            or sold, any shares of Common


                                       6
<PAGE>

            Stock for a consideration per share of less than the Exercise Price
            in effect immediately prior to such sale or issuance or for no
            consideration (such lower price, the "Base Share Price" and such
            issuances collectively, a "Dilutive Issuance"), then, (A) if such
            Dilutive Issuance occurred prior to the date the Holder no longer
            holds any Debentures ("Dilution Trigger Date"), the Exercise Price
            shall be reduced to equal the Base Share Price, and (B) if such
            Dilutive Issuance occurred after the Dilution Trigger Date, the
            Exercise Price shall be multiplied by a fraction of which the
            numerator shall be the number of shares of Common Stock Outstanding
            immediately prior to the Dilutive Issuance plus the number of shares
            of Common Stock which the aggregate offering price for such Dilutive
            Issuance (assuming receipt by the Corporation in full of all
            consideration payable upon exercise of such rights, options or
            warrants) would purchase at the Exercise Price, and the denominator
            of which shall be the sum of the number of shares of Common Stock
            Outstanding immediately prior to the Dilutive Issuance plus the
            number of shares of Common Stock so issued or issuable in connection
            with the Dilutive Issuance. Such adjustment shall be made whenever
            such shares of Common Stock or Capital Share Equivalents are issued.
            For purposes of this Section 11(b), "Common Stock outstanding" as of
            a given date shall be the number of shares of Common Stock
            (excluding treasury shares, if any) outstanding plus the number of
            shares of Common Stock issuable upon exercise, conversion and/or
            exchange of any outstanding Common Stock Equivalents.

                  (ii) Effect on Exercise Price of Certain Events. For purposes
            of determining the adjusted Exercise Price under Section 11(b)
            hereof, the following will be applicable:

                        (A) Issuance of Rights or Options. If the Company in any
                  manner issues or grants any warrants, rights or options,
                  whether or not immediately exercisable, to subscribe for or to
                  purchase Common Stock or other securities exercisable,
                  convertible into or exchangeable for Common Stock
                  ("Convertible Securities") (such warrants, rights and options
                  to purchase Common Stock or Convertible Securities are
                  hereinafter referred to as "Options") and the effective price
                  per share for which Common Stock is issuable upon the exercise
                  of such Options is less than the Exercise Price ("Below Base
                  Price Options"), then the maximum total number of shares of
                  Common Stock issuable upon the exercise of all such Below Base
                  Price Options (assuming full exercise, conversion or exchange
                  of Convertible Securities, if applicable) will, as of the date
                  of the issuance or grant of such Below Base Price Options, be
                  deemed to be outstanding and to have been issued and sold by
                  the Company for such price per share and the maximum
                  consideration payable to the Company upon such exercise
                  (assuming full exercise, conversion or exchange of Convertible
                  Securities, if applicable) will be deemed to have been
                  received by the Company. For purposes of the preceding
                  sentence, the "effective price per share for which Common
                  Stock is issuable upon the exercise of such Below Base Price
                  Options" is determined by dividing (i)


                                       7
<PAGE>

                  the total amount, if any, received or receivable by the
                  Company as consideration for the issuance or granting of all
                  such Below Base Price Options, plus the minimum aggregate
                  amount of additional consideration, if any, payable to the
                  Company upon the exercise of all such Below Base Price
                  Options, plus, in the case of Convertible Securities issuable
                  upon the exercise of such Below Base Price Options, the
                  minimum aggregate amount of additional consideration payable
                  upon the exercise, conversion or exchange thereof at the time
                  such Convertible Securities first become exercisable,
                  convertible or exchangeable, by (ii) the maximum total number
                  of shares of Common Stock issuable upon the exercise of all
                  such Below Base Price Options (assuming full conversion of
                  Convertible Securities, if applicable). No further adjustment
                  to the Exercise Price will be made upon the actual issuance of
                  such Common Stock upon the exercise of such Below Base Price
                  Options or upon the exercise, conversion or exchange of
                  Convertible Securities issuable upon exercise of such Below
                  Base Price Options.

                        (B) Issuance of Convertible Securities. If the Company
                  in any manner issues or sells any Convertible Securities,
                  whether or not immediately convertible (other than where the
                  same are issuable upon the exercise of Options) and the
                  effective price per share for which Common Stock is issuable
                  upon such exercise, conversion or exchange is less than the
                  Exercise Price, then the maximum total number of shares of
                  Common Stock issuable upon the exercise, conversion or
                  exchange of all such Convertible Securities will, as of the
                  date of the issuance of such Convertible Securities, be deemed
                  to be outstanding and to have been issued and sold by the
                  Company for such price per share and the maximum consideration
                  payable to the Company upon such exercise (assuming full
                  exercise, conversion or exchange of Convertible Securities, if
                  applicable) will be deemed to have been received by the
                  Company. For the purposes of the preceding sentence, the
                  "effective price per share for which Common Stock is issuable
                  upon such exercise, conversion or exchange" is determined by
                  dividing (i) the total amount, if any, received or receivable
                  by the Company as consideration for the issuance or sale of
                  all such Convertible Securities, plus the minimum aggregate
                  amount of additional consideration, if any, payable to the
                  Company upon the exercise, conversion or exchange thereof at
                  the time such Convertible Securities first become exercisable,
                  convertible or exchangeable, by (ii) the maximum total number
                  of shares of Common Stock issuable upon the exercise,
                  conversion or exchange of all such Convertible Securities. No
                  further adjustment to the Exercise Price will be made upon the
                  actual issuance of such Common Stock upon exercise, conversion
                  or exchange of such Convertible Securities.

                        (C) Change in Option Price or Conversion Rate. If there
                  is a change at any time in (i) the amount of additional
                  consideration


                                       8
<PAGE>

                  payable to the Company upon the exercise of any Options; (ii)
                  the amount of additional consideration, if any, payable to the
                  Company upon the exercise, conversion or exchange of any
                  Convertible Securities; or (iii) the rate at which any
                  Convertible Securities are convertible into or exchangeable
                  for Common Stock (in each such case, other than under or by
                  reason of provisions designed to protect against dilution),
                  the Exercise Price in effect at the time of such change will
                  be readjusted to the Exercise Price which would have been in
                  effect at such time had such Options or Convertible Securities
                  still outstanding provided for such changed additional
                  consideration or changed conversion rate, as the case may be,
                  at the time initially granted, issued or sold.

                        (D) Calculation of Consideration Received. If any Common
                  Stock, Options or Convertible Securities are issued, granted
                  or sold for cash, the consideration received therefor for
                  purposes of this Warrant will be the amount received by the
                  Company therefor, before deduction of reasonable commissions,
                  underwriting discounts or allowances or other reasonable
                  expenses paid or incurred by the Company in connection with
                  such issuance, grant or sale. In case any Common Stock,
                  Options or Convertible Securities are issued or sold for a
                  consideration part or all of which shall be other than cash,
                  the amount of the consideration other than cash received by
                  the Company will be the fair market value of such
                  consideration, except where such consideration consists of
                  securities, in which case the amount of consideration received
                  by the Company will be the fair market value (closing bid
                  price, if traded on any market) thereof as of the date of
                  receipt. In case any Common Stock, Options or Convertible
                  Securities are issued in connection with any merger or
                  consolidation in which the Company is the surviving
                  corporation, the amount of consideration therefor will be
                  deemed to be the fair market value of such portion of the net
                  assets and business of the non-surviving corporation as is
                  attributable to such Common Stock, Options or Convertible
                  Securities, as the case may be. The fair market value of any
                  consideration other than cash or securities will be determined
                  in good faith by an investment banker or other appropriate
                  expert of national reputation selected by the Company and
                  reasonably acceptable to the holder hereof, with the costs of
                  such appraisal to be borne by the Company.

                        (E) Exceptions to Adjustment of Exercise Price.
                  Notwithstanding the foregoing, no adjustment will be made
                  under this Section 11(b) in respect of the issuance of (1)
                  shares of Common Stock or options to employees, consultants,
                  advisors, officers or directors of the Company pursuant to any
                  stock or option plan duly adopted by a majority of the
                  non-employee members of the Board of Directors of the Company
                  or a majority of the members of a committee of non-employee
                  directors established for such purpose, (2) securities upon
                  the exercise of, or in connection with the payment of interest
                  on or redemption of, the


                                       9
<PAGE>

                  Debentures or any Debentures of this series or of any other
                  series or security issued by the Company in connection with
                  the offer and sale of this Company's securities pursuant to
                  the Purchase Agreement, or (3) securities upon the exercise of
                  or conversion of any convertible securities, options or
                  warrants issued and outstanding on the Original Issue Date,
                  provided that the securities have not been amended since the
                  date of the Purchase Agreement, (4) securities in connection
                  with acquisitions or strategic investments (including, without
                  limitation, any licensing or distribution arrangements), the
                  primary purpose of which is not to raise capital, or (5)
                  securities to financial institutions or lessors in connection
                  with commercial credit arrangements, equipment financings or
                  similar transactions, where the principal consideration for
                  such transaction is not the issuance of such securities.

                  (iii) Minimum Adjustment of Exercise Price. No adjustment of
            the Exercise Price shall be made in an amount of less than 1% of the
            Exercise Price in effect at the time such adjustment is otherwise
            required to be made, but any such lesser adjustment shall be carried
            forward and shall be made at the time and together with the next
            subsequent adjustment which, together with any adjustments so
            carried forward, shall amount to not less than 1% of such Exercise
            Price.

                  (iv) Expiration of Convertible Securities and Options. If, in
            any case, the total number of shares of Common Stock issuable upon
            exercise of any Option or upon exercise, conversion or exchange of
            any Convertible Security is not, in fact, issued and the rights to
            exercise such Option or to exercise, convert or exchange such
            Convertible Security shall have expired or terminated, the Exercise
            Price then in effect will be readjusted to the Exercise Price which
            would have been in effect at the time of such expiration or
            termination had such Option or Convertible Securities, to the extent
            outstanding immediately prior to such expiration or termination
            (other than in respect of the actual number of shares of Common
            Stock issued upon exercise or conversion thereof), never been
            issued; provided, however, prior to such adjustment, the Company
            shall have notified the Holder at least 5 Trading Days prior to the
            date such adjustment occurs.

      12. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right


                                       10
<PAGE>

thereafter to receive upon exercise of this Warrant, the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a Holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall
be as nearly equivalent as practicable to the adjustments provided for in this
Section 12. For purposes of this Section 12, "common stock of the successor or
acquiring corporation" shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other class of stock
of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock, either immediately or
upon the arrival of a specified date or the happening of a specified event and
any warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

      13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

      14. Notice of Adjustment. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

      15. Notice of Corporate Action. If at any time:

            (a) the Company shall take a record of the holders of its Common
      Stock for the purpose of entitling them to receive a dividend or other
      distribution, or any right to subscribe for or purchase any evidences of
      its indebtedness, any shares of stock of any class or any other securities
      or property, or to receive any other right, or

            (b) there shall be any capital reorganization of the Company, any
      reclassification or recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale, transfer
      or other disposition of all or substantially all the property, assets or
      business of the Company to, another corporation or,


                                       11
<PAGE>

            (c) there shall be a voluntary or involuntary dissolution,
      liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

      16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants 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 the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

      Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.


                                       12
<PAGE>

      17. Miscellaneous.

            (a) Jurisdiction. This Warrant shall constitute a contract under the
laws of New York, without regard to its conflict of law, principles or rules.

            (b) Restrictions. The Holder acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

            (c) Nonwaiver and Expenses. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination Date. If the
Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall
pay to Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys' fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

            (d) Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder by the Company shall be
delivered in accordance with the notice provisions of the Purchase Agreement.

            (e) Limitation of Liability. No provision hereof, in the absence of
any affirmative action by Holder to exercise this Warrant or purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

            (f) Remedies. Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

            (g) Successors and Assigns. Subject to applicable securities laws,
this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors
and permitted assigns of Holder. The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

            (h) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.


                                       13
<PAGE>

            (i) Severability. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

            (j) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                              ********************


                                       14
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.

Dated:  ________ __, 200__

                                            MATRITECH, INC.

                                            By:_________________________________
                                                  Name:
                                                  Title:


                                       15
<PAGE>

                               NOTICE OF EXERCISE

To: Matritech, Inc.

      (1)______The undersigned hereby elects to purchase ________ Warrant Shares
of Matritech, Inc. pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

      (2)______Payment shall take the form of (check applicable box):

            |_| in lawful money of the United States; or

            |_| the cancellation of such number of Warrant Shares as is
            necessary, in accordance with the formula set forth in subsection
            3(d), to exercise this Warrant with respect to the maximum number of
            Warrant Shares purchasable pursuant to the cashless exercise
            procedure set forth in subsection 3(d).

      (3)______Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

            ___________________________________

The Warrant Shares shall be delivered to the following:

            ___________________________________

            ___________________________________

            ___________________________________

      _________ (4) Accredited Investor/Qualified Institutional Buyer. The
undersigned is either: (i) an "accredited investor" as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as
amended (the "Securities Act") or (ii) a qualified institutional buyer as
defined in Rule 144(A)(a) under the Securities Act.

                                            [PURCHASER]

                                            By: ______________________________
                                                  Name:
                                                  Title:

                                            Dated:  __________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.


_______________________________________________________________

                                                 Dated:  ______________, _______

                           Holder's Signature:_____________________________

                           Holder's Address:_______________________________

                                            _______________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.