WWW.EXFILE.COM, INC. -- 888-775-4789 -- MATRITECH, INC. -- EXHIBIT 4.1 TO FORM 8-K


     

    EXHIBIT
      4.1


    COLLATERAL
      ASSIGNMENT AND CONSENT

    


     

    1.           Parties;
      Grant. MATRITECH, INC., a Delaware corporation
      (the “Assignor”), hereby grants to SDS CAPITAL GROUP SPC, LTD.,
      as collateral agent for the holders (the “Holders”) of the Notes
      (hereinafter, as defined below), (in such capacity, together with its successors
      in such capacity, the “Collateral Agent”), for the benefit of the
      Collateral Agent and Holders, a continuing security interest in all of
      Assignor’s rights, title and interest in, to and under the Assigned Agreement
      (as defined below) and all proceeds thereof in an aggregate amount up to but
      not
      exceeding the Maximum Amount (the “Collateral”) to secure the
      Obligations.  Not withstanding anything to the contrary in this
      Collateral Assignment, the maximum liability of the Assignor hereunder with
      respect to the Obligations shall in no event exceed the Maximum
      Amount.

     

    2.           Defined
      Terms. Capitalized terms used but not otherwise defined herein
      shall have the meanings assigned to such terms in the applicable
      Notes.  The following terms, as used herein, shall have the following
      meanings:

     

    “Assigned
      Agreement” means the agreement dated on or about the date hereof between the
      Assignor and a nationally-recognized brokerage firm satisfactory to the Assignor
      (the “Consenting Party”), in form and substance satisfactory to the
      Assignor, pursuant to which the Consenting Party agrees to sell certain shares
      of Inverness Medical Innovations, Inc. (“Inverness”) common stock (AMEX:
      IMA) received by Assignor, on the Assignor’s behalf, as such agreement is
      amended, modified or supplemented from time to time.  Such shares of
      Inverness common stock are to be received by the Assignor, on or about
      December 12, 2007, in connection with the closing of the transactions
      contemplated under the Asset Purchase Agreement, by and among Inverness, Milano
      Acquisition Corp., and the Assignor, dated August 27, 2007, under which the
      Assignor 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.

    


    “Collateral
      Assignment” means this Collateral Assignment and Consent, as amended,
      modified or supplemented from time to time.

    


    “Material
      Adverse Effect” means any effect which, individually or in the aggregate
      with all other effects, reasonably would be expected to be materially adverse
      to
      (i) the ability of the Assignor to perform its obligations under this Collateral
      Assignment, the Assigned Agreement or the Notes; or (ii) the business,
      operations, properties, condition (financial or otherwise) or results of
      operations of the Assignor and its Subsidiaries, taken as a whole.

    


    “Maximum
      Amount” means an amount equal to: $17,069.072, which represents 105% of the
      amount necessary to extinguish the Obligations.

    


    “Notes”
      means, collectively, the Series A Notes, Series B Notes and Series C
      Notes.

     

    “Obligations”
      means all of Assignor’s obligations under the Notes, in each case, whether now
      or hereafter existing, voluntary or involuntary, direct or indirect, absolute
      or
      contingent, 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    liquidated
      or unliquidated, whether or not jointly owed with others, and whether or not
      from time to time decreased or extinguished and later increased, created or
      incurred, and all or any portion of such obligations or liabilities that are
      paid, to the extent all or any part of such payment is avoided or recovered
      directly or indirectly from Secured Party as a preference, fraudulent transfer
      or otherwise as such obligations may be amended, supplemented, converted,
      extended or modified from time to time.  Without limiting the
      generality of the foregoing, the term “Obligations” shall include,
      without limitation:  (i) principal of, and interest on the Notes; (ii)
      all prepayment or other premiums on the Notes; and (iii) all amounts (including
      but not limited to post-petition interest) in respect of the foregoing that
      would be payable but for the fact that the obligations to pay such amounts
      are
      unenforceable or not allowable due to the existence of a bankruptcy,
      reorganization or similar proceeding involving Assignor.

    


    “Proceeds”
      is used herein as defined in the Uniform Commercial Code but, in any event,
      shall include, but not be limited to, (a) any and all proceeds of any,
      indemnity, warranty or guaranty payable to Assignor or Collateral Agent from
      time to time with respect to any of the Collateral; (b) any and all payments
      (in
      any form whatsoever) made or due and payable to Assignor from time to time
      in
      connection with any requisition, confiscation, condemnation, seizure or
      forfeiture of all or any part of the Collateral by any governmental authority
      (or any person acting under color of governmental authority); (c) any and all
      amounts received when Collateral is sold, leased, licensed, exchanged, collected
      or disposed of; (d) any rights arising out of Collateral; and (e) any and all
      other amounts from time to time paid or payable under or in connection with
      any
      of the Collateral.

    


    “Secured
      Party” means, collectively, the Collateral Agent and the
      Holders.

    


    “Series
      A Notes” means the Assignor’s 15% Secured Convertible Promissory Notes
      issued to the Holders thereof on January 13, 2006  in the original
      aggregate principal amount of $6,997,960, as amended, restated, modified,
      supplemented and/or replaced from time to time.

     

    “Series
      B Notes” means the Assignor’s Series B 15% Secured Convertible Promissory
      Notes issued to the Holders thereof on January 22, 2007 in the original
      aggregate principal amount of $4,365,000, as amended, restated, modified,
      supplemented and/or replaced from time to time.

     

    “Series
      C Notes” means the Assignor’s Series C 15% Secured Promissory Notes issued
      to the Holders thereof on August 30, 2007 in the original aggregate principal
      amount of $3,500,000, as amended, restated, modified, supplemented and/or
      replaced from time to time.

     

    “Uniform
      Commercial Code” means the Uniform Commercial Code in effect on the date
      hereof and as amended from time to time, and as enacted in the State of Delaware
      or in any state or states which, pursuant to the Uniform Commercial Code as
      enacted in the State of Delaware, has jurisdiction with respect to all, or
      any
      portion of, the Collateral or this Collateral Assignment, from time to
      time.

     

    3.           Representations
      of Assignor.  The Assignor represents
      and warrants to the Collateral Agent that on the date hereof:

     

    
      
         

      

      
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    (a)           The
      Assignor has the corporate power to execute and deliver, and perform its
      obligations under, the Assigned Agreement and this Collateral Assignment and
      has
      taken all necessary corporate action to authorize the execution, delivery and
      performance of the Assigned Agreement and this Collateral
      Assignment.  Each of the Assigned Agreement and this Collateral
      Assignment has been duly executed by the Assignor.  Each of the
      Assigned Agreement and this Collateral Assignment constitutes the legal, valid
      and binding obligation of the Assignor, enforceable against the Assignor in
      accordance with its respective terms, except as such enforceability may be
      limited by applicable bankruptcy, insolvency, reorganization, fraudulent
      conveyance and similar laws of general application relating to or affecting
      the
      rights and remedies of creditors or general principles of equity.

     

    (b)           Neither
      the pledge by the Assignor under Section 1 hereof nor any of the provisions
      hereof (including, without limitation, the grant by the Assignor of the remedies
      provided hereunder) violates any of the provisions of (i) the bylaws or
      certificate of incorporation of the Assignor; (ii) any other agreement to which
      the Assignor or any of its property is a party or is subject; or (iii) any
      judgment, decree, order or award of any court, governmental body or arbitrator
      or any applicable law, rule or regulation applicable to the Assignor or any
      of
      its property (except, with respect to clauses (ii) and (iii), for such
      violations that would not, individually or in the aggregate, have a Material
      Adverse Effect).

     

    (c)           A
      true, accurate and complete copy of the Assigned Agreement as of the date
      hereof, together with any and all amendments thereto on the date hereof and
      which is evidenced by a written agreement or document, has been delivered to
      Collateral Agent.  The Assignor is the legal and beneficial owner of
      the Collateral in existence on the date hereof, free and clear of any security
      interests or liens created by the Assignor in favor of any person or entity
      other than the Secured Party.

     

    (d)           To
      the Assignor’s knowledge, no material default exists under the Assigned
      Agreement on the part of the Assignor or the Consenting Party.

     

    (e)           The
      Assignor specifically acknowledges and agrees that neither Collateral Agent
      nor
      any Holder assumes or will have any responsibility for the payment of
      any sums due from the Assignor under the Assigned Agreement or the performance
      of any obligations of the Assignor under the Assigned Agreement.

     

    4.           Covenants
      of Assignor.  The Assignor covenants with
      the Collateral Agent that:

     

    (a)           The
      Assignor hereby authorizes the Collateral Agent to file in such office or
      offices in the United States as is necessary, or as the Collateral Agent
      reasonably deems desirable, such financing and continuation statements and
      amendments and supplements thereto, and such other documents as the Collateral
      Agent reasonably may require to perfect, preserve and protect the security
      interests granted herein.

     

    (b)           The
      Assignor shall not sell, assign, transfer, encumber or otherwise dispose of
      any
      Collateral without the prior written consent of the Collateral Agent and the
      Collateral Agent does not hereby authorize any such disposition, except for
      liens in favor of the Collateral Agent.

     

    
      
         

      

      
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    (c)           The
      Assignor shall comply in all material respects with its obligations under the
      Assigned Agreement.  The Assignor shall exercise all reasonable steps
      within its power to enforce or secure performance by the Consenting Party under
      and in accordance with the Assigned Agreement.

     

    5.           Rights
      of Assignor Prior to Default
      Notice.  So long as a holder of a Note has
      not issued a Default Notice that has not been waived or rescinded to the
      Assignor with respect to a series of Notes, the Assignor shall have and may
      exercise all lawful rights as party to the Assigned Agreement.  If a
      holder of a Note has issued a Default Notice to the Assignor that has not been
      waived or rescinded, and so long as an Event of Default has occurred and is
      continuing, the rights described in the preceding sentence shall cease and
      terminate, and in such event the Collateral Agent is hereby expressly and
      irrevocably authorized, but not required, to exercise every right, option,
      power
      or authority inuring to the Assignor under the Assigned Agreement as fully
      as
      could the Assignor itself.

     

    6.           Irrevocable
      Direction.

     

    (a)           The
      Assignor hereby irrevocably directs the Consenting Party that the Proceeds
      received by the Consenting Party under the Assigned Agreement, in an amount
      not
      to exceed the Maximum Amount, shall be delivered directly from the Consenting
      Party to the Collateral Agent, for payment in full of the
      Notes.  Notwithstanding the foregoing sentence, if the Collateral
      Agent receives any Proceeds or other payment or distribution in excess of the
      amount of the Obligations, the Collateral Agent hereby agrees to hold such
      excess in trust for the benefit of the Assignor, and to immediately pay over
      or
      deliver all such excess to the Assignor, in the form received.

     

    (b)           The
      Assignor hereby irrevocably directs the Consenting Party, upon demand and after
      notice from Collateral Agent that a Default Notice has been issued to
      the Assignor and an Event of Default has occurred and is continuing, to
      recognize and accept Collateral Agent as the holder of the Assignor’s rights,
      title and interest in, to and under the Assigned Agreement for any and all
      purposes, as fully as the Consenting Party would recognize and accept the
      Assignor and the performance of the Assignor thereunder.

     

    7.           UCC
      Rights and Remedies. So long as a Default Notice has been issued
      to the Assignor and an Event of Default has occurred and is continuing, the
      Collateral Agent shall have the rights and remedies of a secured party under
      the
      Uniform Commercial Code with respect to the Assigned Agreement, in addition
      to
      the rights and remedies otherwise provided for by law, in equity, under this
      Collateral Assignment or under the Notes.  Collateral Agent shall give
      the Assignor at least twenty (20) days’ prior written notice of the time and
      place of any public sale of the Assigned Agreement or the time after which
      any
      private sale or any other intended disposition is to be made.  After
      deducting all expenses incurred in connection with the enforcement of its rights
      hereunder, Collateral Agent shall cause any and all Proceeds received in respect
      of the Assigned Agreement (including amounts delivered directly to the
      Collateral Agent by the Consenting Party) to be applied to the Obligations
      in
      such order as Collateral Agent may determine, and any remainder to the
      Assignor.  The Assignor shall remain liable for any
      deficiency.

     

    
      
         

      

      
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    8.           Indemnification.  The
      Assignor hereby agrees to indemnify and hold Collateral Agent, the Holders
      and
      their respective employees, directors, officers and agents (collectively, the
      “Indemnitees”) harmless against and from all liability, loss,
      damage and expense, including reasonable attorneys’ fees, incurred by such
      Indemnitees by reason of this Collateral Assignment, and against and from any
      and all claims and demands whatsoever which may be asserted against such
      Indemnitees by reason of any alleged obligation or undertaking on their part
      to
      perform or discharge any of the terms, covenants and conditions contained in
      the
      Assigned Agreement; provided, that the Assignor shall not be obligated to
      indemnify any Indemnitee for such Indemnitee’s gross negligence or willful
      misconduct.  Should Collateral Agent or any Holder incur any such
      indemnified liability, loss, damage or expense, the amount thereof shall be
      payable by the Assignor to Collateral Agent or any Holder within five
      days of the Assignor’s receipt of a prior written request therefor.

     

    9.           Collateral
      Agent and Holders Not
      Obligated.  Nothing contained herein shall obligate
      the Collateral Agent or any Holder to perform any of the terms or
      provisions contained in the Assigned Agreement or otherwise impose any
      obligation on the Collateral Agent or any Holder with respect to the Assigned
      Agreement.

     

    10.           Termination
      and Reassignment.  Upon payment in full of
      all Obligations, this Collateral Assignment shall be and become void and of
      no effect and, in that event, at the Assignor’s request and expense, Collateral
      Agent covenants and agrees to execute and deliver to the Assignor instruments
      effective to evidence the termination of this Collateral Assignment and the
      reassignment to the Assignor of the Assigned Agreement and the rights, title,
      interest, power and authority collaterally assigned herein.

     

    11.           Further
      Assurances; UCC Filings. The Assignor agrees to
      execute and deliver to Collateral Agent, at any time or times during which
      this
      Collateral Assignment shall be in effect, such further instruments as Collateral
      Agent may deem necessary or reasonably desirable to further effectuate the
      purposes of this Collateral Assignment, at the reasonable request of the
      Collateral Agent.

     

    12.           No
      Waiver; Cumulative Rights.  Failure of the Collateral Agent
      to exercise any of its rights and remedies under this Collateral Assignment
      for
      any period of time or at any time or times, shall not be construed or deemed
      to
      be a waiver of any of its rights or remedies hereunder.  The rights
      and remedies of the Secured Party hereunder are cumulative and in addition
      to any other rights and remedies which the Secured Party shall have under or
      in
      respect of the Obligations and the Notes.

     

    13.           Collateral
      Agent’s Right to Assign.  The Assignor
      agrees that upon any sale or transfer by Collateral Agent or Holders of the
      Notes as permitted under the Notes, or upon any person (other than the
      Consenting Party) acquiring the Collateral or any interest therein, Collateral
      Agent may deliver to the purchaser or transferee the Assigned Agreement and
      may
      assign to such purchaser or transferee the rights of Collateral Agent hereunder,
      who shall thereupon become vested with all powers and rights given to Collateral
      Agent in respect thereto (and subject to Collateral Agent’s obligations
      hereunder), and Collateral Agent shall be fully discharged from any liability
      thereafter accruing in connection therewith.

     

    
      
         

      

      
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    14.           Copies
      of Default and Termination
Notices. The Assignor will provide Collateral
      Agent with (a) copies of any and all notices received by the Assignor which
      allege, either directly or indirectly, that the Assignor is in default of or
      deficient in the performance of any material term or obligation of the Assignor
      under the Assigned Agreement, or which relate to a termination or renewal of
      the
      Assigned Agreement, and (b) copies of any and all notices sent by the Assignor
      which allege, either directly or indirectly, that the Consenting Party is in
      default of or deficient in the performance of any material term or obligation
      of
      the Consenting Party under the Assigned Agreement, or which relate to a
      termination or renewal of the Assigned Agreement.

     

    15.           Notices.  Any
      notices given pursuant to this Collateral Assignment shall be given in the
      manner provided for in the Notes or, if to the Consenting Party, in the Assigned
      Agreement.

     

    16.           Successors
      and Assigns.  All of the agreements, obligations,
      undertakings, representations and warranties herein made by the Assignor shall
      inure to the benefit of Collateral Agent and Collateral Agent’s successors and
      assigns and shall bind the Assignor and its successors and assigns.

     

    17.           Captions
      and Headings.  Captions and headings in this Collateral
      Assignment are intended solely for the convenience of the parties and shall
      not
      be considered in the determination of the meaning of any provision
      hereof.

     

    18.           Governing
      Law; Counterparts.  The validity of this Collateral
      Assignment, its construction, interpretation and enforcement, and the rights
      of
      the parties hereunder, shall be determined under, governed by and construed
      in
      accordance with the law of the State of Delaware.  This Collateral
      Assignment may be executed in any number of counterparts and by different
      parties and separate counterparts, each of which when so executed and delivered
      shall be deemed an original, and all of which, when taken together, shall
      constitute one and the same instrument.  Delivery of an executed
      counterpart of a signature page to this Collateral Assignment by facsimile
      shall
      be as effective as delivery of a manually executed counterpart of this
      Collateral Assignment.

    


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    Executed
      as a sealed instrument as of the date first written above.

     

    


    
      	 	
              MATRITECH,
                INC.

              


              


              By:________________________________

              Name:

              Title:

              


              


              SDS
                CAPITAL GROUP SPC, LTD.,

              as
                Collateral Agent

              


              


              By:________________________________

              Name:

              Title: 

            


    

     

     

     

     

     

     

     

     

     

     

     

     

      [Signature
      page of Collateral Assignment]


    
      
         

      

      
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    CONSENT
      TO COLLATERAL ASSIGNMENT

    OF
      ASSIGNED AGREEMENT

     

     

    [name
      of Consenting Party], a _____________ (the “Consenting Party”),
      hereby agrees as follows:

     

    1.           Consenting
      Party hereby acknowledges and irrevocably consents to the foregoing Collateral
      Assignment by Assignor of all of Assignor’s right, title and interest in, to and
      under the Assigned Agreement and other Collateral to Collateral Agent as
      collateral security pursuant to the Collateral Assignment.

     

    2.           Consenting
      Party hereby acknowledges and irrevocably consents to the transfer by Collateral
      Agent, in connection with the enforcement of remedies under the foregoing
      Collateral Assignment and the Notes, of all rights, title and interest of
      Assignor in, to and under the Assigned Agreement to any Person (a
“Transferee”).

     

    3.           Consenting
      Party hereby represents to Collateral Agent that: (a) attached as Schedule
      1 hereto is a true, complete and correct copy of the Assigned Agreement
      between it and the Assignor; (b) to Consenting Party’ knowledge, as of the
      date hereof neither the Assignor nor Consenting Party is in default in the
      performance of their respective obligations under the Assigned Agreement nor
      do
      any facts or circumstances exist which, with notice or the lapse of time or
      both, would constitute a default by the Assignor or Consenting Party thereunder;
      (c) the Assigned Agreement and this Consent are binding obligations of
      Consenting Party, enforceable against Consenting Party in accordance with their
      respective terms; (d) Consenting Party has not assigned any of its rights
      with respect to the Assigned Agreement; (e) the assignment by Assignor of its
      rights in respect of the Assigned Agreement to Collateral Agent, as security,
      and the acknowledgment of and consent to such assignment by Consenting Party,
      will not cause or constitute a default under the Assigned Agreement or an event
      or condition which would, with the giving of notice or the lapse of time or
      both, constitute a default under the Assigned Agreement; (f) Consenting Party
      has not waived any of its rights under the Assigned Agreement; (g) a foreclosure
      or other exercise of remedies under the Notes or any sale thereunder by
      Collateral Agent or any of its designees or assignees, whether by judicial
      proceedings or under any power of sale contained therein, or any conveyance
      from
      Collateral Agent to any Transferee, shall not require the consent of Consenting
      Party or cause or constitute a default under the Assigned Agreement or an event
      or condition which would, with the giving of notice or the lapse of time or
      both, constitute a default under the Assigned Agreement; and (h) all
      representations, warranties and other statements made by Consenting Party in
      the
      Assigned Agreement are true and correct as of the date hereof.

     

    4.           Consenting
      Party hereby agrees that the Assignor may collaterally assign its interest
      under
      the Assigned Agreement to Collateral Agent to secure the Assignor’s Obligations
      to Collateral Agent and the Holders in connection with certain Notes issued
      by
      the Assignor to the Holders.  In connection therewith, Consenting
      Party agrees that: (a) if Consenting Party gives the Assignor any notice
      under the Assigned Agreement, it will simultaneously provide a copy of such
      notice to Collateral Agent in the manner provided for notices under the Assigned
      Agreement at the following address: SDS Capital Group SPC, LTD., as Collateral
      Agent, 53 Forest Avenue, 2nd Floor,
      Old
      Greenwich, CT 06870, Attn: Steve Derby, Facsimile No. 203-967-5851 

     

    
      
         

      

      
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    (or
      at
      such other address as Collateral Agent may from time to time request by written
      notice to Consenting Party); (b) if tendered by Collateral Agent (but
      Collateral Agent shall have no obligation to tender any such amounts),
      Consenting Party will accept payment or other performance by Collateral Agent
      of
      any obligation of the Assignor under the Assigned Agreement as if the Assignor
      had made such payment or performance; and (c) in the event of a default by
      the Assignor under an Assigned Agreement, Consenting Party will not terminate
      such Assigned Agreement by reason of such default as long as Collateral Agent
      is
      paying any amount due under such Assigned Agreement on a current basis due
      for
      the period commencing with the date Consenting Party notified Collateral Agent
      in writing of a default under such Assigned Agreement and Collateral Agent
      is
      performing such of the other obligations of Assignor under such Assigned
      Agreement from such date as it is reasonably able to perform under the
      circumstances.

     

    5.           The
      Consenting Party hereby acknowledges that the Assignor has irrevocably directed
      the Consenting Party that the $17,069,072 of Proceeds received by the Consenting
      Party under the Assigned Agreement shall be delivered directly from the
      Consenting Party to the Collateral Agent, for payment in full of the
      Notes.

     

    6.           In
      the event that Collateral Agent or any purchaser from or nominee, successor
      or
      assignee of Collateral Agent succeeds to the interest of Assignor or uses the
      rights of Assignor under the Assigned Agreement, such party shall not be (a)
      liable for any act or omission of Assignor under the Assigned Agreement; (b)
      liable for the return of any security deposit under the Assigned Agreement;
      (c) bound by any amendment or modification of the Assigned Agreement made
      without Collateral Agent’s prior written consent; or (d) liable for any default
      under the Assigned Agreement or any covenant or obligation on its part to be
      performed thereunder by Assignor, it being acknowledged that Consenting Party’
sole remedy in the event of such default shall be to proceed against
      Assignor.

     

    7.           Collateral
      Agent has no obligation hereunder to extend credit to Consenting Party or any
      contractor to Consenting Party at any time for any purpose.  If any
      holder of the Notes has issued a Default Notice that has not been waived or
      rescinded to the Assignor and an Event of Default has occurred and is continuing
      under any Notes, Collateral Agent shall have the right, interalia,
      and to the extent permitted under the Notes, to (a) sell or otherwise transfer
      its interest in the Assigned Agreement and, under such sale, any purchaser
      shall
      succeed to Collateral Agent’s rights hereunder, and (b) exercise all rights of
      Assignor under the Assigned Agreement in accordance with the terms
      thereof.  Consenting Party shall comply with Collateral Agent’s
      instructions and directions in connection with Collateral Agent’s exercise of
      such rights.  Without limiting the generality of the foregoing, if any
      holder of the Notes has issued a Default Notice that has not been waived or
      rescinded to the Assignor and an Event of Default has occurred and is continuing
      under the Notes, Collateral Agent or any of its designees or assignees shall
      have the full right and power to enforce directly against Consenting Party
      all
      obligations of Consenting Party under the Assigned Agreement to which Consenting
      Party is party and otherwise to exercise all remedies thereunder, and to make
      all demands and give all notices and make all requests required or permitted
      to
      be made by Assignor under the Assigned Agreement.

    


    8.           This
      Consent may not be amended except in writing signed by Consenting Party, the
      Assignor and the Collateral Agent.  All of the agreements,
      obligations, undertakings, 

     

    
      
         

      

      
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    representations
      and warranties herein made by Consenting Party shall inure to the benefit of
      Collateral Agent and Collateral Agent’s successors and assigns and shall bind
      Consenting Party and its successors and assigns. This Consent may be
      executed in any number of counterparts and by different parties and separate
      counterparts, each of which when so executed and delivered shall be deemed
      an
      original, and all of which, when taken together, shall constitute one and the
      same instrument.  Delivery of an executed counterpart of a signature
      page to this Consent by facsimile shall be as effective as delivery of a
      manually executed counterpart of this Consent.

    


    8.           This
      Consent shall be governed by and construed in accordance with the laws of the
      State of Delaware applicable to contracts made and to be performed in the State
      of Delaware.  Each of the parties hereto irrevocably consents to the
      exclusive jurisdiction of the United States federal courts and the state courts
      located in the County of New Castle, Delaware, in any suit or proceeding between
      the parties based on or arising under this Agreement and irrevocably agrees
      that
      all claims in respect of such suit or proceeding may be determined in such
      courts.  Each of the parties hereto irrevocably waives the defense of
      an inconvenient forum to the maintenance of such suit or proceeding in such
      forum.  Each of the parties hereto further agrees that service of
      process upon it mailed by first class mail shall be deemed in every respect
      effective service of process upon it in any such suit or
      proceeding.  Nothing herein shall affect the right of any party hereto
      to serve process in any other manner permitted by law.  Each of the
      parties hereto agree that a final non-appealable judgment in any such suit
      or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on such judgment or in any other lawful manner.

    


    9.           WAIVER
      OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
      THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
      TRIAL
      BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
      RELATING TO THIS COLLATERAL ASSIGNMENT AND CONSENT, THE ASSIGNED AGREEMENT
      OR
      ANY NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON
      CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (I) CERTIFIES
      THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
      EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT
      IT
      AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
      BY,
      AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
      SECTION.

    


    


    [signatures
      on following page]

    
 

    
 

    
      
         

      

      
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    WITNESS
      the due execution of Consenting Party’s Consent as of this __________ day of
      _____________, ____________.

     

     

    


     

    
      	 	
              [CONSENTING
                PARTY]

              


              


              


              By:

              
                

              

              Name:

              Title: 

            


    

    


    


    ACCEPTED
      AND AGREED:

    


    MATRITECH,
      INC.

    


    


    By:___________________________

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


    


    SDS
      CAPITAL GROUP SPC, LTD.,

    as
      Collateral Agent

    


    


    


    By:____________________________

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      page of Consenting Party Consent]

    
 

    
 

    
      
         

      

      
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    SCHEDULE
      1

    


    Copy
      of Assigned Agreement

    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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