WWW.EXFILE.COM -- 888-775-4789 -- MATRITECH INC. EXHIBIT 10.2 TO FORM 8-K


    EXHIBIT
      10.2

     

    INDEMNIFICATION
      AGREEMENT

    


    This
      agreement is entered into as of
      this 7th day of December, 2007, by and between Verdolino & Lowey, P.C. (the
“Firm”) and Matritech, Inc. (the “Company’), as follows:

    


    Background

    


    A.  On
      December 7, 2007, the Company and the Firm entered into an agreement (the
“Engagement Agreement”) whereby the Company retained the Firm to assist the
      Company in preparing for and executing the wind-down of the
      Company.

    


    B.  The
      Engagement Agreement provides that, at such time as the sale of substantially
      all the Company’s assets to Inverness Medical Innovations, Inc. closes and the
      employment of Messrs. Chubb and Corbet is terminated by the Company’s Board of
      Directors (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
      has, pursuant to the Engagement Letter, agreed to assume full responsibility
      for
      Jalbert’s performance of services to the Company as an officer or in any other
      capacity.  The Company has agreed to indemnify Jalbert to the full
      extent provided to Company officers in the charter, by-laws and Board
      resolutions of the Company in connection with his services as President,
      Treasurer and Secretary of the Company.

    


    C.  In
      consideration of the foregoing, the Company and the Firm have agreed to the
      following:

    


    Terms
      of Agreement

    


    1.  Indemnification
      of Jalbert as Officer of the Company.  Jalbert, as an officer of
      the Company, shall have the full benefit of the provisions of Article Twelfth
      of
      the Company’s Amended and Restated Certificate of Incorporation.  A
      copy of the provisions of this Article Twelfth is attached hereto as Exhibit
      A
      and incorporated herein by reference.

    


    2.  Indemnification
      of the Firm.  The Company agrees to indemnify and hold harmless
      the Firm and its respective employees and agents (collectively, the
“Indemnitees”) from and against all losses, claims, damages and liabilities
      resulting from an Indemnitee being (i) made a party or threatened to be made
      a
      party to or (ii) involved in any threatened or pending action, suit or
      proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”) and whether or not by or in the right of the Company or otherwise,
      which are related to or result from the performance by the Firm of the services
      contemplated by the Engagement Agreement.   The Company will
      promptly reimburse any Indemnitee for all reasonable expenses (including
      reasonable counsel fees and expenses) as they are incurred in connection with
      the defense of any 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    claim
      made or threatened against such Indemnitee; provided that the Indemnitee
      undertakes to repay to the Company any and all such advanced reimbursed expenses
      to the extent that it is finally judicially determined that the loss, claim,
      damage or liability resulted from the Firm’s or the Indemnitee’s willful
      misconduct, bad faith or gross negligence. The
      Company will not be liable to any Indemnitee under the foregoing indemnification
      and reimbursement provisions, (i) for any settlement by an Indemnitee effected
      without the Company’s prior written consent, such consent not to be unreasonably
      withheld, or (ii) to the extent that any loss, claim, damage or liability is
      found in a final, non-appealable judgment by a court of competent jurisdiction
      to have resulted primarily from the Firm’s or the Indemnitee’s willful
      misconduct, bad faith or gross negligence.  Indemnification shall
      continue as to any Indemnitee who has ceased to perform services for the Firm
      and after the Firm has ceased to perform services under the Engagement
      Agreement; such indemnification by the Company shall continue through any period
      during which the Company has directors’ and officers’ liability insurance,
      including without limitation any tail period.

    


    3.           Required
      Notice of Claim of Indemnification.  Promptly after receipt by an
      Indemnitee of notice of any intention or threat to commence an action, suit
      or
      Proceeding or notice of the commencement of any action, suit or Proceeding,
      such
      Indemnitee will, if a claim in respect thereof is to be made against the Company
      pursuant hereto, promptly notify the Board of the Company in writing of the
      same.  In case any such action is brought against any Indemnitee and
      such Indemnitee complies with the notice provisions hereof, the Company may
      elect to assume the defense of any such action, with counsel reasonably
      satisfactory to such Indemnitee, and an Indemnitee may employ additional counsel
      to participate in the defense of any such action provided, that the employment
      of such additional counsel shall be at the Indemnitee’s own expense,
      unless:

    


    
      	
               

            	
              (i)

            	
              the
                employment of such counsel has been authorized in writing by the
                Board of
                Directors of the Company;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                Indemnitee has reasonably concluded (based upon advice of counsel
                to the
                Indemnitee) that there may be legal defenses available to it or other
                Indemnitees that are different from or in addition to those available
                to
                the Company, or that a conflict or potential conflict exists (based
                upon
                advice of counsel to the Indemnitee) between the Indemnitee and the
                Company that makes it impossible or inadvisable for counsel to the
                Indemnitee to conduct the defense of both the Company and the Indemnitee
                (in which case the Company will not have the right to direct the
                defense
                of such action on behalf of the Indemnitee);
                or

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                Company has not in fact employed counsel reasonably satisfactory
                to the
                Indemnitee to assume the defense of such action within a reasonable
                time
                after receiving notice of the action, suit or
                Proceeding,

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
              
                in
                  each of which cases the reasonable fees, disbursements and other
                  charges
                  of such counsel will be at the expense of the Company; provided,
                  further,
                  that in no event shall the Company be required to pay fees and
                  expenses
                  for more than one firm of attorneys representing Indemnitees unless
                  the
                  defense of one Indemnitee is unique or separate from that of another
                  Indemnitee subject to the same claim or
                  action.

              

            


    

     

    3.  Breach
      of Agreement.  In the event of a breach or alleged breach of this
      Indemnification Agreement that results in litigation, the prevailing party
      in
      such litigation shall be entitled to recover all expenses, including reasonable
      attorneys’ fees, incurred in connection with the litigation.

    


    4.  Termination
      of Jalbert or the Firm by the Company 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.

    


    Executed
      as of the date first written above.

    


                                                                                        


    
      	VERDOLINO
              & LOWEY, P.C.   	 	 	MATRITECH,
              INC. 	 
	 	 	 	 	 
	
              By: 
/s/
                Craig R. Jalbert

              
                

              

              Its:
                Principal 

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

              
                

              

              Its:
                CEO