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                                                                     EXHIBIT 4.1

               Form of Common Stock and Warrant Purchase Agreement














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                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

                          DATED AS OF DECEMBER 11, 2001

                             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 __th day of December, 2001, 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. A "Unit"
shall be composed of four 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$9.44.

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 __, 2001 (the date of the Closing is hereinafter
referred to as the "Closing Date").

1.3  DELIVERY. At the Closing, Matritech will deliver to Purchaser certificates
representing the Shares and 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
validity existing under, and by virtue of, the laws of the Sate 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 and in all other
jurisdictions in which its failure to qualify would have a material adverse
effect on the business, properties, prospects or financial condition of
Matritech.

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



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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, or 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.

2.3  SECURITIES, WARRANT SECURITIES. The Shares and the Warrants (and the
Warrant Shares issuable upon the exercise of the Warrants) when issued in
compliance with the provisions of this Agreement or the Warrants, will be duly
and validly authorized, 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, 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 issuable upon the exercise of the Warrants)
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 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 December 8, 2001
(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 or referred to 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 Exchange Act of 1934
("Exchange Act"), since the date on which its last report on Form 10-K was
filed. As of their respective filing dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act or the Securities
Act, as applicable. Neither the Memorandum nor any of the SEC Documents as of
their respective 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. The financial statements of Matritech included in the
SEC Documents or the Memorandum ("Financial Statements") comply as to form in
all material respects with applicable accounting requirements. Except as may be
indicated in the notes to 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).





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2.6  GOVERNMENTAL CONSENTS. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with any
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 blue
sky 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
on Matritech's business, financial condition or results of operations.

2.7  NO MATERIAL ADVERSE CHANGE. Except as otherwise disclosed in this
Memorandum or in writing or otherwise set forth in the SEC Documents since
September 30, 2001, 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, either in any
individual case or 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, 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 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 on Matritech's
business, financial condition or results of operations, nor to Matritech's
knowledge does any basis for any claim or legal action or other proceeding or
governmental investigation exist. There are no orders, rulings, decrees,
judgments or stipulations to which Matritech is a party by or with any court,
arbitrator, or administrative agency and to Matritech's knowledge, there are no
other such orders, rulings, decrees, judgments or stipulations affecting
Matritech's business, financial condition or results of operations.

2.10 CONSISTENT TERMS. No Units are being issued and sold at the Closing other
than pursuant to the Agreement.

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                 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

     The Purchaser hereby represent 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 (and the Warrant Shares issuable upon exercise of
the Warrants). 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.

3.2  INVESTMENT INTENT. Purchaser is purchasing the Units (and 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 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 (and the Warrant Shares issuable upon
exercise of the Warrants) 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 (and the Warrant Shares issuable upon exercise of the Warrants).

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
Purchser, 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).

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.


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                   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:

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.

4.6  GOVERNMENTAL APPROVALS. All consents from governmental agencies required to
consummate the transaction contemplated hereby shall have been obtained.

                   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.

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).


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5.5  GOVERNMENTAL APPROVALS. All consents from governmental agencies required to
consummate the transaction contemplated hereby shall have been obtained.

                           6. COVENANTS OF MATRITECH

Until the termination of this Agreement in accordance with Section 9.1 hereof or
the particular covenant, as the case may be:

6.1  WARRANTS. Matritech will comply with the provisons of the Warrants
contained in the Form of Warrant attached as Exhibit B hereto.

6.2  REGISTRATION REQUIREMENTS.

     6.2.1 As soon as reasonably practicable and in any event no later than 90
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") and thereafter shall
use its best efforts to secure the effectiveness of such registration statement.

     6.2.2 Matritech shall pay all Registration Expenses (as defined below) in
connection with any registration, qualification or compliance hereunder, and
each holder of Registrable Securities ("Holder") shall pay all Selling Expenses
(as defined below) and other expenses that are not Registration Expenses
relating to the Registrable Securities resold by such Holder. "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 selling
commissions, underwriting fees and stock transfer taxes applicable to the
Registrable Securities and all fees and disbursements of counsel for any Holder.

     6.2.3 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 such number of prospectuses and other
documents incident thereto, including any amendment of or supplement to the
prospectus, as a Holder from time to time may reasonably request; (iv) use its
best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders, 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) cause all such Registrable


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Securities 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; (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; and
(vii) otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC.

     6.2.4 When a Holder is entitled to sell and gives notice of its intent to
sell pursuant to the registration statement, Matritech shall, within three (3)
trading days (subject to Section 7.1), furnish to such Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the Holders of such shares, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing.

     6.2.5 The right to sell Registrable Securities pursuant to the registration
statement described herein will be automatically assigned to each transferee of
Registrable Securities. In the event it is necessary, in order to permit a
Holder to sell Registrable Securities pursuant to Matritech's registration
statement, to amend the registration statement to name such Holder, such Holder
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 Holder shall, at the request of Matritech, be
obligated to reimburse Matritech for reasonable Registration Expenses incurred
by it in connection with such amendment.

     6.2.6 With a view to making available to the holders the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit a Holder to sell Registrable Securities to the
public without registration or pursuant to a registration on Form S-3, Matritech
hereby covenants and agrees to: (i) make and keep public information available,
as those terms are defined in Rule 144, at all times after the closing; (ii)
file with the SEC in a timely manner all reports and other documents required of
Matritech under the Securities Act and Exchange Act; and (iii) furnish to any
Holder, as long as the Holder owns any Registrable Securities, forthwith, upon
request, (A) a written statement by Matritech that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B)
a copy of the most recent annual or quarterly report of Matritech, and (C) such
other information as may be reasonably requested in order to avail any Holder of
any rule or regulation of the SEC that permits the selling of any such
Registrable Securities without registration or pursuant to such Form S-3.

6.3  INDEMNIFICATION

     6.3.1 To the extent permitted by law, Matritech will indemnify and hold
harmless each Holder against any losses, claims, damages, or liabilities to
which such Holder may become suject under the Act, the Securities Exhange 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
of the following statements, omissions or violations (collectively a
"Violation"): (A) 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, (B) the omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (C) any violation by Matritech of
the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated thereunder

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and Matritech will pay to each such Holder, 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 to the extent that
it arises out of or is based upon a Violation which occurs in reliance upon and
in conformity with written information furnished expressly for use in connecting
with such registration by any such Holder.

     6.3.2 To the extent permitted by law, each selling Holder will indemnify
and hold harmless Matritech, each of its directors, each of its officers who has
signed the registration statement 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 Violation, in each
case to the extent (and only to the extent) that such violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder 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, however, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or action is such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld;
provided that, in no event shall any indemnity under this subsection exceed the
net proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder.

     6.3.3 Promptly after receipt by an indemnified party under this Section 6.3
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 6.3, 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 6.3, 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 6.3.

     6.3.4 If the indemnification provided for in this Section 6.3 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 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


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considerations; provided, that, in no event shall any contribution by a Holder
under this subsection 6.3.4 exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. 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.

     6.3.5 The obligations of Matritech and Holders under this Section 6.3 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Section 6.3, and otherwise.

                            7. COVENANTS OF PURCHASER

7.1  NOTICE TO COMPANY OF PROPOSED SALE AND RIGHT OF COMPANY TO SUSPEND USE OF
REGISTRATION STATEMENT. If the Purchaser (as defined in Section 6.2 above) shall
propose to sell any Registrable Securities pursuant to the registration
statement, it shall notify Matritech of its intent to do so at least three (3)
full trading days prior to such sale, and the provision of such notice to
Matritech shall conclusively be deemed to establish an agreement by the
Purchaser to comply with the registration provisions herein described. Unless
otherwise specified in such notice, such notice shall be deemed to constitute a
representation that any information previously supplied by the Purchaser is
accurate as of the date of such notice. At any time within such three (3)
trading-day period, Matritech may refuse to permit the Purchaser to resell any
Registrable Securities pursuant to the registration statement; provided,
however, that in order to exercise this right, Matritech must deliver a
certificate in writing to the Purchaser to the effect that a delay in 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 delay 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
delay in such sale beyond such 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 refuse to permit
the Purchaser to resell any Registrable Securities pursuant to the registration
statement for an additional period not to exceed ten (10) trading days.
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.

                8. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES

                         COMPLIANCE WITH SECURITIES ACT

8.1  RESTRICTIONS ON TRANSFERABLILITY. 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.

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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):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

     THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
     REGISTRATION OR AN EXEMPTION THEREFROM.

     The legend contained in this Section 8.2 will be removed from a certificate
if (i) Matritech receives an opinion of counsel reasonable satisfactory to
Matritech that the Shares or Warrant Shares represented by such certificates are
available for resale pursuant to Rule 144 under the Securities Act, or (ii) in
Matritech's opinion the Shares or Warrant Share represented by such certificates
are available for resale pursuant to Rule 144(k) under the Securities Act, or
(iii) 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 an 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. 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 endure
that the conditions to a Closing set forth herein are satisfied on or before the
scheduled date of such Closing.

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.


<PAGE>
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 the Matritech, to:

     Matritech, Inc.
     330 Nevada Street
     Newton, MA 02460
     Attention: Chief Executive Officer


     (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 courier or by facsimile with confirmation of receipt or five
(5) trading days after being sent by the other approved methods.

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 on and the same instrument.

<PAGE>
     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:


<PAGE>
                                    Exhibit A
                             Schedule of Purchasers

PURCHASER                                                      NUMBER OF UNITS





<PAGE>

                             Exhibit B to Agreement
                                Form of Warrant


                            (see EXHIBIT 4.2 below)