WWW.EXFILE.COM, INC. -- 888-775-4789 -- MATRITECH, INC. -- EXHIBIT 10.1 TO FORM 8-K


    
EXHIBIT
      10.1

    
 

    AMENDMENT
      TO AND CONSENT OF UNDERSIGNED HOLDERS OF CERTAIN 

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

    


    This
      Amendment and Consent is executed and delivered as of this 20th day of
      December
      2007 by and among MZT Holdings, Inc. (the “Borrower”) and the
      undersigned (each, a “Holder”) as holder of (i) 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, July 27,
      2007 and August 30, 2007 (the “Series A Purchase Agreement”)
      and/or (ii) 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 and August 30, 2007 (the “Series B Purchase
      Agreement”).  All capitalized terms used in this Agreement
      and Amendment and Consent but not otherwise defined herein shall have the
      meanings ascribed to such terms in the Series A Purchase Agreement and the
      Series B Purchase Agreement, respectively.

    


    WHEREAS,
      the Borrower currently owes
      all outstanding principal, interest and premium on the Series A Notes and Series
      B Notes; and

    


    WHEREAS,
      the Collateral Agent has a
      security interest in an agreement by and between the Borrower and a
      nationally-recognized brokerage firm (the “Broker”) pursuant to
      which the Broker shall direct an initial portion of the proceeds received by
      the
      Broker upon the sale of certain shares of common stock of Inverness Medical
      Innovations, Inc. (“Inverness”) issued to the Borrower in
      consideration of the sale of substantially all its assets to a wholly-owned
      subsidiary of Inverness; and

    


    WHEREAS,
      it is the expectation of the
      parties hereto that the Collateral Agent will receive sufficient proceeds to
      pay
      some but not all of the outstanding Series A Notes, Series B Notes and 15%
      Secured Promissory Notes issued by the Borrower on August 30, 2007 (the
“Series C Notes”) on or before December 21, 2007;
      and

    


    WHEREAS,
      the undersigned Holders are
      willing to defer their receipt of the proceeds due them until after other
      holders of the Series A Notes, Series B Notes and Series C Notes (such holders
      of notes, the “Other Holders”) have been repaid.

    


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

    


    1.  This
      Amendment and Consent shall amend only the outstanding Series A Notes and the
      outstanding Series B Notes held by the undersigned Holders.

    


    2.  The
      undersigned Holders agree that the Collateral Agent may repay, and they hereby
      consent to the Collateral Agent repaying, the Other Holders in full, such
      payments to be in respect of all outstanding principal, accrued interest and
      premiums due to such Other Holders, 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    prior
      to
      the repayment to the undersigned Holders of any amounts due to them under their
      Series A Notes and the Series B Notes.

    


    3.  After
      the
      Collateral Agent has repaid in full all Other Holders, the undersigned Holders
      as Majority Holders of the Series A Notes and Series B Notes (the Series C
      Notes
      having then been fully repaid) hereby consent to the payment of, and pursuant
      to
      the provisions of Section 8(c) of the Series A Purchase Agreement and the Series
      B Purchase Agreement, hereby direct and instruct the Collateral Agent to pay
      from any remaining proceeds from the sale of the Inverness common stock by
      the
      Borrower it then holds, the liquidation preference amount due to all holders
      of
      shares of the Borrower’s Series A Convertible Preferred Stock prior to the
      payment of the undersigned Holders of any amounts due them under the Series
      A
      Notes and the Series B Notes.

    


    4.           The
      undersigned Holders further agree not to issue a Default Notice (as defined
      in
      the Series A Notes and the Series B Notes) for any Event of Default occurring
      under Article VI.A(viii)(a) with respect to the consummation of the sale of
      substantially all the assets of the Borrower; (b) any Event of Default occurring
      under Article VI.A(i) with respect to non-payment of any Principal, Interest
      or
      other payment due under such notes; or (c) any Event of Default occurring under
      Article VI.A(viii)(c) with respect to any failure to pay the holders of, or
      allowing an Event of Default to exist under, the Series A or Series B Notes
      or
      the Borrower’s Series A Convertible Preferred Stock until on or after January 4,
      2008.

    


    5.           The
      Borrower acknowledges and agrees that the Series A Notes and Series B Notes
      held
      by the undersigned Holders will continue to accrue interest and premium until
      such notes have been repaid in full.

    


    6.           The
      Borrower further acknowledges and agrees that the security interest of the
      Collateral Agent, on behalf of the holders of the Series A Notes, the Series
      B
      Notes and the Series C Notes, will not be terminated or released until after
      the
      Collateral Agent delivers payment in full to all of the Holders of all
      principal, interest and premium due to them under the Series A Notes and Series
      B Notes.

    


    7.            Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series A Notes held by the Holders, as previously amended on January 22, 2007,
      July 27, 2007 and August 30, 2007, shall remain in full force and effect; (b)
      this Amendment and 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 Amendment and Consent shall not preclude the future exercise of any right,
      remedy, power or privilege available to the Holder 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 held
      by
      the Holder.

    


    8.           Except
      as expressly set forth herein, (a) the original terms and conditions of the
      Series B Notes held by the Holders, as previously amended on July 27, 2007
      and
      August 30, 2007, shall remain in full force and effect; (b) this Amendment
      and
      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 Amendment
      and
      Consent shall not preclude the future exercise of any right, remedy, power
      or
      privilege available to the Holder whether under the Series B Notes or otherwise,
      and shall not be construed or deemed 

     

    
      
         

      

      
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    to
      be a
      satisfaction, novation, cure, modification, amendment or release of the Series
      B
      Notes held by the Holder.

    


    9           This
      Amendment and 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 Holder.

    


    10.           This
      Amendment and Consent may be executed in multiple counterparts, each of which
      shall be deemed an original, and by facsimile transmission or by portable
      document format (pdf), which facsimile and pdf signatures shall be considered
      original executed counterparts.

    


    


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      of Page Intentionally Left Blank]

    
 

     

     

     

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Borrower and the Holder have caused this Amendment and
      Consent to be executed as of the day first above written.

     

    
      	 	Borrower: 	 
	 	 	 
	 	MZT
              Holdings, Inc.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Patricia
              Randall	 
	 	 	Name: Patricia
              Randall	 
	 	 	Title: Secretary
              and General Counsel	 
	 	 	 	 




     

    


     

    
 


    
      
              

                  [Signature
            Page to Amendment and Consent]      
      

                  
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Borrower and the Holder have caused this Amendment and
      Consent to be executed as of the day first above written.

    


    
      	 	
              Holder:

               

              ProMed Partners, L.P.

               

              By:  /s/ David B. Musket 

              
                

              

              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:  /s/ David B. Musket

                  
                    

                  

                

              

              Name:  David B. Musket

              Title:  Managing Director

              
                Series
                  B Notes Held: $16,816 
                  principal

                 

                 

                ProMed Offshore Fund,
                  Ltd.

                 

                By:  /s/ David B. Musket

                
                  

                

                Name:  David B. Musket

                Title:  Managing
                  Director

                
                  Series
                    A Notes Held: $22,539 principal

                  
                    Series
                      B Notes Held: $48,072
                      principal

                     

                     

                    ProMed Offshore Fund
                      II,
                      Ltd.

                     

                    By:  /s/ David B. Musket

                    
                      

                    

                    Name:  David B. Musket

                    Title:  Managing
                      Director

                    
                      Series
                        A Notes Held: $835,569 
                        principal

                      
                        Series
                          B Notes Held: $414,713 
                          principal

                      

                    

                  

                

              

            


    

     

     

    
      
              

                  [Signature
            Page to Amendment and Consent]      
      

                  
      
    

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Borrower and the Holder have caused this Amendment and
      Consent to be executed as of the day first above written.

    


    


    
      	 	
              David
                B. Musket, Individually

               

              /s/ David B. Musket
                
                

              

              Series
                A Notes Held:
                $106,875 principal

              Series
                B Notes Held:
                $250,000 principal

               

               

               

              H&Q Life Science
                Investors

               

               

              By:  /s/ Daniel R. Omstead

              
                

              

              Name:  Daniel R. Omstead

              Title:  President

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

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

                

              

            


    

     

    


     

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

     

    



    
      
              

                  [Signature
            Page to Amendment and Consent]