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


    EXHIBIT
      10.1

    Agreement
      of Termination

    of
      the

    Collateral
      Assignment Agreement

    


    


    This
      Agreement of Termination, dated as
      of January 2, 2008 (the “Agreement”), is entered into by and between MZT
      Holdings, Inc. (f/k/a Matritech, Inc.) (the “Company”) and SDS Capital
      Group SPC, Ltd., as collateral agent (the “Collateral Agent”) on behalf
      of the holders of certain outstanding secured promissory notes issued by the
      Company (the “Notes”).  All capitalized terms used herein and
      not otherwise defined shall have the meanings ascribed to them in the Collateral
      Assignment Agreement, by and between the Company and the Collateral Agent,
      dated
      as of December 12, 2007 (the “Assignment Agreement”).

    


    WHEREAS,
      the Company, through the
      Collateral Agent has repaid all of the Company’s outstanding obligations under
      the Notes and the Notes have terminated in accordance with their terms;
      and

    


    WHEREAS,
      as a result of such
      repayments, the Company and the Collateral Agent desire to terminate the
      Assignment Agreement and the Collateral Agent desires to authorize the Company
      to terminate the financing statement filed with the Secretary of the State
      of
      Delaware related to the Collateral Agent’s security interest in the Assignment
      Agreement (the “Financing Statement”);

    


    NOW,
      THEREFORE, for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Collateral Agent hereby agree as follows:

    


    
      	
              1.

            	
              The
                Assignment Agreement, and all rights and obligations thereunder,
                is hereby
                terminated in its entirety and shall be of no further force and
                effect.  In connection with the termination of the Assignment
                Agreement, the Collateral Agent hereby covenants and agrees promptly
                to
                return to the Company any funds deposited with the Collateral Agent
                that
                were not used either (a) to repay the Notes or other obligations
                of the
                Company that the Collateral Agent repaid at the request of the Company
                or
                (b) to cover the Collateral Agent’s reasonable expenses in effecting such
                repayments on behalf of the
                Company.

            


    

    


    
      	
              2.

            	
              The
                Company be and hereby is authorized to make such filings and take
                such
                actions as are required to terminate the Financing
                Statement.

            


    

    


    
      	
              3.

            	
              This
                Agreement shall be governed in all respects, including as to validity,
                interpretation and effect, by the internal laws of the State of Delaware,
                without giving effect to the conflict of laws rules
                thereof.  This Agreement may be executed in several
                counterparts, each of which shall be deemed an original and all of
                which
                taken together shall constitute one and the same
                instrument.

            


    

    


    
      	
              4.

            	
              This
                Agreement sets forth the complete, sole and entire agreement between
                the
                parties with respect to the subject matter hereof and supersedes
                any and
                all other agreements, negotiations, discussions, proposals,
                representations or understandings by or between the
                

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      parties
        with respect to the subject matter hereof, whether oral or
        written, including, without limitation, the Assignment Agreement.

       

    

    
      	
              5.

            	
              In
                the event that any provision of this Agreement, or any part thereof,
                is
                determined to be legally invalid, void or voidable as against the
                public
                policy or otherwise, the affected provision shall be stricken from
                the
                Agreement, and the remaining terms of the Agreement and its enforceability
                shall remain unaffected thereby.  Moreover, if one or more of
                the provisions contained in this Agreement shall for any reason be
                held to
                be excessively broad as to scope, activity, subject or otherwise
                so as to
                be unenforceable at law, such provision or provisions shall be construed
                by the appropriate judicial body by limiting or reducing it or them,
                so as
                to be enforceable to the maximum extent compatible with the applicable
                law
                as it shall then appear.

            


    

     

     

    
 

    


    
      	
               

            	
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              Executed
                as of the date first written above.

            


    

    


    


    MZT
      HOLDINGS,
      INC.

    


    


    By:
/s/
      Patricia  Randall                         


    Name:  Patricia
      Randall

    Title:    General
      Counsel and Secretary

    


    


    SDS
      CAPITAL GROUP SPC,
      LTD.

    


    


    By:
/s/
      Scott
      Derby                                 

    Name:  Scott
      Derby

    Title:    Director

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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