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


    EXHIBIT
      10.1


    December
      7, 2007

    


    


    


    The
      Board
      of Directors

    Matritech,
      Inc.

    330
      Nevada Street

    Newton,
      MA 02460

    


    Re:  Matritech
      Liquidation

     

    


    Dear
      Sirs:

    


    This
      letter will serve as the agreement between Matritech, Inc. (the “Company”) and
      Verdolino & Lowey, P.C. (the “Firm”) as to the terms and condition of the
      Firm’s retention.

    


    The
      Firm’s services will include assisting the Company in preparing for and
      executing the wind-down of the Company.  The Firm and the Company
      acknowledge that the purpose of the wind-down is to cause all of the Company’s
      liabilities to be paid and to distribute any and all remaining funds to common
      stockholders in accordance with Delaware law.  Retention of the Firm
      will be on the following terms and conditions:

    


    
      	
            	
              1.

            	
              The
                Company hereby retains the Firm to assist the Company in planning
                for the
                efficient and cost-effective wind-down of the Company and, after
                (i)
                stockholder approval of the sale of assets to Inverness, (ii) closing
                of
                the asset sale and (iii) stockholder approval of the dissolution,
                to
                perform all services necessary or convenient in connection with the
                wind-down including, but not limited to: payment of the Company’s
                obligations and distribution of all remaining funds to common
                stockholders, including addressing personnel issues such as payroll,
                benefits and COBRA implementation; identifying and causing the Company
                to
                pay federal, state and local tax obligations; personal property
                liquidation; receivable postings; payables payments; records retention;
                telephone inquiries from vendors, customers and stockholders; and
                mail
                receipt and review.  The Firm shall also perform all accounting
                services, including the preparation and filing of tax
                returns.  All services will be performed by the Firm under and
                subject to the direction of the Board of Directors of the Company
                (the
                “Board”) or its designee.  Unless otherwise terminated pursuant
                to Paragraph 11 below, the Firm’s services shall terminate as of the later
                to occur of (a) the date on which the final distribution of proceeds
                is
                made to common stockholders of record of the Company as of the Final
                Record Date (as defined in the Company’s Plan of Complete Liquidation and
                Dissolution) or (b) the date set by the Court of Chancery as the
                final
                dissolution date of the Company.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      The Board of Directors

      December 7, 2007

      Page 2

       

    

    
      	
            	
              2.

            	
              At
                such time as the asset sale closes and the employment of Messrs.
                Chubb and
                Corbet is terminated by the Board, the Board shall elect Craig R.
                Jalbert
                (“Jalbert”) as President of the Company, with full authority and
                discretion to take such actions as are necessary or convenient to
                effectuate the wind-down of the Company, subject to oversight and
                direction of the Board.  The Firm acknowledges that Jalbert is
                its employee and agent and the Firm assumes full responsibility for
                Jalbert’s performance of services to the Company as an officer or in any
                other capacity.  The Board anticipates that it will require
                bi-weekly reports from Jalbert (which may be oral, written or in
                person,
                at the discretion of the Board) until such time as the Court of Chancery
                approves an initial distribution to the Company’s common
                stockholders.  The Board anticipates that it will thereafter
                require reports from Jalbert not less frequently than
                quarterly.  All such reports shall set forth in reasonable
                detail and be substantiated by documentation, where appropriate,
                the
                actions taken, amounts paid on behalf of the Company, including to
                third
                parties for legal, accounting, consulting and other services rendered
                to
                the Firm in connection with the performance of its services pursuant
                to
                this Agreement, charges billed by and paid to the Firm for work performed
                during such period, all court filings and actions and all other matters
                relevant to the wind-down.  Jalbert shall be available to attend
                meetings or otherwise communicate with the Board as it directs upon
                reasonable prior notice.

            


    

    


    
      	
            	
              3.

            	
              At
                such time as the employment of Mr. Sandberg is terminated by the
                Board,
                the Board shall elect Jalbert as Treasurer of the Company.  At
                such time as the employment of Ms. Randall is terminated by the Board,
                the
                Board shall elect Jalbert as Secretary of the
                Company.

            


    

    
    

     

    
      	
            	
              4.

            	
              If
                the Board determines that the dissolution process should be effected
                through a liquidating trust or an assignment for the benefit of creditors,
                the Board will authorize Jalbert and/or the Firm to act as liquidation
                agent under the liquidating trust or assignee under an assignment
                for the
                benefit of creditors.  The Board may authorize the Firm to act
                in some other similar position as appropriate to wind down the
                Company.

            


    

    


    
      	
            	
              5.

            	
              At
                such time as the asset sale closes, the Firm shall institute, at
                the
                Company’s expense, a link between the Company’s web site, if any, and an
                email address at the Firm, in order, among other things, to streamline
                responsiveness to customer, vendor and stockholder inquiries.  A
                similar link between the Company’s primary phone number, if any, and the
                Firm will also be instituted.  Subject to the direction and
                approval of the Board, the Firm may cause the Company to engage any
                persons, including former employees of the Company, on an hourly,
                daily,
                part-time or other basis to the extent that, in the Firm’s judgment, their
                services will contribute to an efficient and cost-effective wind-down
                of
                the Company.

            


    

    


    
      	
            	
              6.

            	
              The
                basis for the Firm’s charges will be the time spent by the Firm’s
                professionals, including Jalbert’s services as President, Treasurer and
                Secretary of the Company, as well as the Firm’s managers, staff,
                bookkeepers and clerical staff, multiplied by their respective hourly
                rates in effect at the time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        The Board of Directors

        December 7, 2007

        Page 3

      

       

    

    
      	
            	
              
              

            	
              The
                Firm’s rates, which may be changed from time to time but no more
                frequently than annually, are set forth in Exhibit A, attached
                hereto.  There is a minimum charge of one-tenth of an hour for
                each item billed, and the Company will be charged for all professional
                time devoted to this matter, including telephone calls, intra-firm
                conferences and travel.  The Firm agrees that it shall not
                increase its rates on this project prior to September 1,
                2008.

            


    

     

    
      	
            	
              7.

            	
              The
                Firm’s charges to the Company will include expenses reasonably incurred
                in
                connection with the services rendered pursuant to this
                Agreement.  These expenses include copying, communication,
                travel; storage, tax computer charges, and office and storage supplies,
                and any other out-of-pocket expenses directly related to services
                rendered.  The Firm will charge the exact amount of expenses
                incurred from any outside vendor, without any mark-up or administrative
                charge. When services are supplied by the Firm (for example, photocopying
                and telefacsimile transmission), the Firm will charge its standard
                rate
                applicable at the particular time.

            


    

    


    
      	
            	
              8.

            	
              Within
                ten days of the sale of Inverness stock received as consideration
                in the
                asset sale, the Board will pay the Firm a retainer of $100,000 for
                services to be rendered pursuant to this Agreement.  The Firm
                will render bills on a monthly or quarterly basis, and immediately
                pay
                them from the retainer account.  Jalbert, as President and
                Treasurer of the Company, will be authorized to remit to the Firm
                the
                amount of each of its bills promptly in order to replenish the
                retainer.  The Firm will supply a copy of each invoice to the
                Board at the time such invoice is rendered.  It is the intention
                of the parties that the Firm shall have the cushion of this retainer
                until
                termination of the Firm’s services by the Board, which shall occur no
                later than contemporaneously with the final distribution to the common
                stockholders of the Company.  Upon termination of the Firm’s
                services hereunder, any amount remaining in the retainer account
                shall be
                refunded to the Company.

            


    

    


    
      	
            	
              9.

            	
              For
                the period of the Firm’s retention, the Company shall maintain such
                director and officer liability insurance as the Board deems appropriate
                (taking into consideration the cost, risk profile, insurance market
                and
                other factors the Board deems relevant).  The Company shall also
                purchase coverage for such tail period after its final dissolution,
                as it
                deems appropriate.  In his capacity as President, Treasurer and
                Secretary of the Company, Craig R. Jalbert shall be indemnified by
                the
                Company to the full extent provided to Company officers in the charter,
                by-laws and Board resolutions of the Company.  The Company and
                the Firm may enter into a separate Indemnification
                Agreement.

            


    

    


    
      	
            	
              10.

            	
              Subject
                to the direction and approval of the Board, the Firm shall have the
                authority to engage, and to cause the Company to compensate, legal
                counsel, including Choate Hall & Stewart and/or other firms, or
                individual attorneys, to represent the Company and to provide legal
                advice
                and assistance concerning the wind-down of the Company and the performance
                of the Firm’s services pursuant to this
                Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        The Board of Directors

        December 7, 2007

        Page 4

      

       

    

    
      	
            	
              11.

            	
              This
                Agreement may be terminated at any time, with or without cause, by
                either
                party.  In the event of termination by the Company, the Company
                shall provide the Firm with 30 days prior written notice of
                termination.  In the event of termination by the Firm, the Firm
                shall provide the Board of Directors with 60 days prior written notice
                of
                termination.  The Firm shall ensure that Jalbert shall tender
                his resignation as President, Treasurer and Secretary contemporaneously
                with termination of the Firm’s services.  Termination of this
                Agreement shall not terminate the Company’s obligation to insure and
                indemnify Jalbert and to indemnify the Firm for claims incurred during
                the
                period prior to termination.

            


    

    


    
      	
            	
              12.

            	
              This
                Agreement shall take effect upon execution by the Firm and the Chairman
                of
                the Board on behalf of the Company.

            


    

    


    In
      order
      to accept these terms and arrangements, please have an authorized officer of
      the
      Company sign this agreement on behalf of the Company in the space provided
      below
      and return a copy to me.

          

    
      	 	Very
              truly yours, 	 
	 	Verdolino
&
Lowey,
              P.C.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Craig
              R. Jalbert	 
	 	 	Craig
              R. Jalbert, CIRA, a
              duly-	 
	 	 	authorized
              representative of the
              Firm	 
	 	 	 	 


    

     

    Agreed
      on
      behalf of the Company and with the

    Approval
      of its Board of Directors:

     

    
      Matritech,
        Inc.

    

    


    
      	 	 	 	 	 
	
              By: 
/s/
                Stephen D. Chubb  12/11/07

              
                

              

              Chairman
                of the Board of Directors