WWW.EXFILE.COM, INC. -- 888-775-4789 -- MATRITECH, INC. -- EXHIBIT 4.2 TO FORM 8-K


     

     

    EXHIBIT
      4.2


    CONSENT
      OF THE MAJORITY HOLDERS OF 15% SECURED CONVERTIBLE 

    PROMISSORY
      NOTES DATED JANUARY 13, 2006 AND DATED JANUARY 22, 2007 

    AND
      SECURED PROMISSORY NOTES DATED AUGUST 30, 2007

    


    This
      Consent is executed and delivered on this ___ day of December 2007, by and
      among
      Matritech, Inc. (the “Borrower”) and the undersigned holders of
      (i) a majority of the outstanding principal amount of those certain 15% Secured
      Convertible Promissory Notes issued by the Borrower on January 13, 2006 (the
      “Series A Notes”) pursuant to the Securities Purchase
      Agreement, dated as of January 13, 2006, by and among the Borrower and the
      purchasers party thereto and previously amended on January 22, 2007 and July
      27,
      2007 (the “Series A Purchase Agreement”); (ii) a majority of
      the outstanding principal amount of those certain 15% Secured Convertible
      Promissory Notes issued by the Borrower on January 22, 2007 (the “Series
      B Notes”) pursuant to the Securities Purchase Agreement, dated as of
      January 22, 2007, by and among the Borrower and the purchasers party thereto
      and
      previously amended on July 27, 2007 (the “Series B Purchase
      Agreement”); and (iii) a majority of the outstanding principal amount
      of those certain 15% Secured Promissory Notes issued by the Borrower on August
      30, 2007 (the “Series C Notes”) pursuant to the Securities
      Purchase Agreement dated as of August 30, 2007, by and among the Borrower and
      the purchasers party thereto (the “Series C Purchase
      Agreement”).  The undersigned holders of a majority of the
      outstanding principal amount of the Series A Notes shall be referred to as
      the
“Series A MajorityHolders.”  The
      undersigned holders of a majority of the outstanding principal amount of the
      Series B Notes shall be referred to as the “Series
      BMajorityHolders.”  The
      undersigned holders of a majority of the outstanding principal amount of the
      Series C Notes shall be referred to as the “Series C
      MajorityHolders.”  All capitalized terms
      used in this Consent but not otherwise defined herein shall have the meanings
      ascribed to such terms in the Series A Purchase Agreement, the Series B Purchase
      Agreement and the Series C Purchase Agreement, respectively.

    


    WHEREAS,
      the Borrower entered into an Asset Purchase Agreement (the “Asset
      Purchase Agreement”), by and among Inverness Medical Innovations, Inc.
      (“Inverness”), Milano Acquisition Corp., and the Borrower,
      dated August 27, 2007, under which the Borrower agreed to sell substantially
      all
      of its assets to Milano Acquisition Corp., in exchange for an initial payment
      of
      shares of Inverness common stock valued at approximately $36 million (the
“Inverness Shares”);

    


    WHEREAS,
      after the closing of the transactions contemplated by the Asset Purchase
      Agreement (the “Asset Purchase Closing”), the Borrower intends
      to resell the Inverness Shares under a Form S-3 registration statement as soon
      as reasonably practicable in order to repay the amounts owed under the Series
      A
      Notes, the Series B Notes and the Series C Notes and to satisfy the Borrower’s
      other obligations;

    


    WHEREAS,
      the Series A Majority Holders and the Series B Majority Holders previously
      directed the Collateral Agent, immediately prior to the Asset Purchase Closing,
      to release the existing Collateral, terminate the existing Security Documents,
      terminate the existing UCC-1 financing statements and enter into a Pledge
      Agreement;

    


    
      
         

      

      
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    WHEREAS,
      pursuant to the terms of the Series C Purchase Agreement, the Series C Majority
      Holders have previously instructed the Collateral Agent, immediately prior
      to
      the Asset Purchase Closing, to release the existing Collateral, terminate the
      existing Security Documents, terminate the existing UCC-1 financing statements
      and enter into a Pledge Agreement;

    


    WHEREAS,
      the Borrower now desires to resell the Inverness Shares in a block transaction,
      which transaction is inconsistent with the pledge arrangements contemplated
      in
      the Pledge Agreement; and

    


    WHEREAS,
      the parties have determined that it is in the best interests of the Borrower
      and
      all the holders of each of the Series A Notes, the Series B Notes and the Series
      C Notes (collectively, the “Notes”) that the following consents
      and directions be made;

    


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

    


    1.           Pursuant
      to the provisions of Section 8(c) of each of the Series A Purchase Agreement,
      the Series B Purchase Agreement and the Series C Purchase Agreement, the Series
      A Majority Holders, the Series B Majority Holders and the Series C Majority
      Holders hereby direct the Collateral Agent, immediately prior to the Asset
      Purchase Closing, in place of executing the Pledge Agreement, to enter into
      a
      joint instruction letter, in substantially the form attached hereto as
Exhibit A, pursuant to which the Borrower and the Collateral Agent (for
      the benefit of the holders of the Notes) will jointly instruct and direct the
      broker through whom the block sale of the Inverness Shares is being effected
      (the “Broker”), upon the consummation of the sale of the
      Inverness Shares, to deliver directly to the Collateral Agent instead of to
      the
      Borrower an amount equal to 105% of all the principal, interest and prepayment
      premiums owed in respect of the Notes (the “Payment
      Amount”).

    


    2.           In
      addition, in lieu of entering into the Pledge Agreement, the undersigned Series
      A Majority Holders, Series B Majority Holders and Series C Majority Holders
      hereby direct and instruct the Collateral Agent, in connection with the Asset
      Purchase Closing, to enter into a Collateral Assignment and Consent, in
      substantially the form attached hereto as Exhibit B (the
“Collateral Assignment”), which agreement grants to the
      Collateral Agent (on behalf of the holders of the Notes) certain rights to
      enforce the delivery by the Broker of the Payment Amount to the Collateral
      Agent.

    


    3.           Following
      the Asset Purchase Closing, the Borrower will provide to each holder of one
      or
      more of the Notes a statement reflecting the amount due to such holder for
      principal, interest and premium on the date on which payment is projected to
      be
      made to the holder by the Collateral Agent.  The Borrower will also
      provide copies of each of these statements to the Collateral
      Agent.  Upon receipt of the Payment Amount from the Broker, the
      Collateral Agent hereby covenants and agrees promptly to distribute to each
      one
      or more of the Notes the amount due such holder, as reflected on the Borrower’s
      individual statement.  The Collateral Agent will be entitled to retain
      from the Payment Amount a sum equal to its reasonable out-of-pocket expenses
      incurred in connection with the receipt of the Payment Amount and the payments
      to the holders.  Following the distribution by the Collateral Agent to
      of the Payment Amount to the 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    holders
      of the Notes, the Collateral Agent shall return to the Borrower, within fifteen
      (15) days after the Payment Amount is delivered to it, any of the Payment Amount
      not (i) paid to the holders of the Notes or (ii) rightfully retained by the
      Collateral Agent to cover its reasonable out-of-pocket expenses.

    


    4.           Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series A Notes, as previously amended on January 22, 2007 and July 27, 2007
      and,
      for certain holders, on August 31, 2007 and for other holders on December 11,
      2007, shall remain in full force and effect; (b) this Consent shall not be
      deemed to be a waiver, amendment or modification of, or consent to or departure
      from, any provision of the Series A Notes or to be a waiver of any Event of
      Default whether arising before or after the date hereof as a result of the
      transactions contemplated hereby; and (c) this Consent shall not preclude the
      future exercise of any right, remedy, power or privilege available to the
      holders of the Series A Notes whether under the Series A Notes or otherwise,
      and
      shall not be construed or deemed to be a satisfaction, novation, cure,
      modification, amendment or release of the Series A Notes.

    


    5.           Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series B Notes, as previously amended on July 27, 2007 and, for certain holders,
      on August 31, 2007 and for other holders on December 11, 2007, shall remain
      in
      full force and effect; (b) this Consent shall not be deemed to be a waiver,
      amendment or modification of, or consent to or departure from, any provision
      of
      the Series B Notes or to be a waiver of any Event of Default whether arising
      before or after the date hereof as a result of the transactions contemplated
      hereby; and (c) this Consent shall not preclude the future exercise of any
      right, remedy, power or privilege available to the holders of the Series B
      Notes
      whether under the Series B Notes or otherwise, and shall not be construed or
      deemed to be a satisfaction, novation, cure, modification, amendment or release
      of the Series B Notes.

    


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

    


    7.           The
      undersigned Series A Majority Holders, Series B Majority Holders and Series
      C
      Majority Holders hereby confirm that the Collateral Assignment shall be deemed
      to be a “Security Document” as such term is defined in the Series A Purchase
      Agreement, the Series B Purchase Agreement and the Series C Purchase
      Agreement.  In addition, the undersigned Series A Majority Holders,
      Series B Majority Holders and Series C Majority Holders hereby confirm that
      the
      provisions of the Series A Purchase Agreement, the Series B Purchase Agreement
      and the Series C Purchase Agreement shall continue to govern the role,
      responsibility and instruction of the Collateral Agent.

    


    
      
         

      

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

    


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

    


    


    [Remainder
      of Page Intentionally Left Blank]

    
 

    
 

    
      
         

      

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

     

    
      	 	Borrower: 	 
	 	 	 
	 	Matritech,
              Inc.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name: Stephen
              D. Chubb	 
	 	 	Title: Chief
              Executive Officer	 
	 	 	 	 




     

    


     

     

     

     

     

     

     

     

     

     

     

    [Signature
      Page to Consent, December
      2007]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    
 

    
      	 	
              Holders:

              


              SDS
                Capital Group SPC, Ltd., on behalf 

              of
                its Class D segregated portfolio

              


              By:
                ______________________________

              Name:
                Steve Derby

              Title:                      Director

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

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

              


              


              ProMed
                Partners, L.P.

              


              By:
                ______________________________

              Name:                      David
                B. Musket

              Title:                      Managing
                Director

              Series
                A Notes Held: $131,476 principal

              Series
                B Notes Held: $320,399 principal

              


              


              ProMed
                Partners II, L.P.

              


              By:
                ______________________________

              Name:                      David
                B. Musket

              Title:                      Managing
                Director

              Series
                B Notes Held: $16,816 principal

              


              


              ProMed
                Offshore Fund, Ltd.

              


              By:
                ______________________________

              Name:                      David
                B. Musket

              Title:                      Managing
                Director

              Series
                A Notes Held: $22,539 principal

              Series
                B Notes Held: $48,072
                principal

            


    

    


    


     

     

     

    [Signature
      Page to Consent]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    
      	 	
              ProMed
                Offshore Fund II, Ltd.

              


              By:
                ______________________________

              Name:
                David B. Musket

              Title:                      Managing
                Director

              Series
                A Notes Held: $835,569 principal

              Series
                B Notes Held: $414,713 principal

              


              


              David
                B. Musket, Individually

              


              


              _________________________________

              Series
                A Notes Held:
                $106,875 principal

              Series
                B Notes Held:
                $250,000 principal

              


              


              


              H&Q
                Life Science Investors

              


              By:
                ______________________________

              Name:

              Title:

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

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

            


    

    


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

    


     

     

     

     

    [Signature
      Page to Consent]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    
 

    
      	 	
              Leon
                Okurowski and Willard 

              Umphrey,
                as Trustees for the benefit 

              of
                Leon Okurowski

              


              


              ____________________________________

              Leon
                Okurowski, Trustee

              


              


              ____________________________________

              Willard
                Umphrey, Trustee

              Series
                C Notes Held: $1,750,000 principal

              


              


              Leon
                Okurowski and Willard 

              Umphrey,
                as Trustees for the benefit 

              of
                Willard Umphrey

              


              


              ____________________________________

              Leon
                Okurowski, Trustee

              


              


              ____________________________________

              Willard
                Umphrey, Trustee

              Series
                C Notes Held: $1,750,000 principal 

            


    

    


    


    


    


    


    


     

     

     

     

    [Signature
      Page to Consent]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      A

    


    IRREVOCABLE
      INSTRUCTION FOR RELEASE OF

    PAYMENT
      AMOUNT TO COLLATERAL AGENT

    


    Pursuant
      to Section ___ of the Agreement, dated as of December __, 2007, by and between
      Matritech, Inc. (“Matritech”) and [broker] (the
“Broker”), the undersigned hereby jointly
      and irrevocably
      instruct the Broker to deliver the first $___________ in proceeds received
      by
      the Broker upon the sale (for the account of Matritech) of shares of common
      stock of Inverness Medical Innovations, Inc. to SDS Capital Group SPC, Ltd.,
      the
      collateral agent for the holders of certain outstanding secured promissory
      notes
      issued by Matritech, such payment to be delivered in accordance with the
      following instructions:


     

    
      

    

    
      
        

      

      
        

      

      
        

      

      
        

      

      
        

      

      
        

      



    Executed
      by the undersigned as of this ___ day of __________, 2007.

    


    


    
      	 	
              Matritech,
                Inc.

              


              By:
                _____________________________

              Name:                      Stephen
                D. Chubb

              Title:                      Chief
                Executive Officer

              


              


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

              


              By:
                ______________________________

              Name:
                Steve Derby

              Title:                      Director 

            


    


    
 

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      B

    


    Collateral
      Assignment and Consent