<PAGE>
                                                                     EXHIBIT 4.6


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

                          COMMON STOCK PURCHASE WARRANT


                  To Purchase 104,790 Shares of Common Stock of

                                 MATRITECH, INC.

                  THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES
that, for value received, _____________ (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after November 6, 2003 (the "Initial Exercise
Date") and on or prior to the close of business on the fifth anniversary of the
Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe
for and purchase from Matritech, Inc., a corporation incorporated in the State
of Delaware (the "Company"), up to 104,790 shares (the "Warrant Shares") of
Common Stock, par value $0.01 per share, of the Company (the "Common Stock").
The purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $2.45, subject to adjustment hereunder. The Exercise Price
and the number of Warrant Shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein. CAPITALIZED TERMS USED AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT CERTAIN
SECURITIES PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED OCTOBER 17,
2003, BETWEEN THE COMPANY AND THE PURCHASERS SIGNATORY THERETO.



<PAGE>
     1.   Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed; provided, however, during any 12 month period and except for
transfers to an Affiliate of the Holder, the Holder, collectively with successor
Holders, may not transfer this Warrant in more than two transactions to more
than four assignees per transaction. The transferee shall sign an investment
letter in form and substance reasonably satisfactory to the Company.

     2.   Authorization of Shares. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant
and in accordance with the terms hereof, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges in
respect of the issue thereof imposed by the Company other than restrictions on
transfer provided for in the Transaction Documents.

     3.   Exercise of Warrant.

          (a) Except as provided in Section 4 herein, exercise of the purchase
     rights represented by this Warrant may be made at any time or times on or
     after the Initial Exercise Date and on or before the Termination Date by
     the surrender of this Warrant and the Notice of Exercise Form annexed
     hereto duly executed, at the office of the Company (or such other office or
     agency of the Company as it may designate by notice in writing to the
     registered Holder at the address of such Holder appearing on the books of
     the Company) and upon payment of the Exercise Price of the shares thereby
     purchased by wire transfer or cashier's check drawn on a United States bank
     or by means of a cashless exercise pursuant to Section 3(d), the Holder
     shall be entitled to receive a certificate for the number of Warrant Shares
     so purchased. Certificates for shares purchased hereunder shall be
     delivered to the Holder within five (5) Trading Days after the date on
     which this Warrant shall have been exercised as aforesaid. This Warrant
     shall be deemed to have been exercised and such certificate or certificates
     shall be deemed to have been issued, and Holder or any other person so
     designated to be named therein shall be deemed to have become a holder of
     record of such shares for all purposes, as of the date the Warrant has been
     exercised by payment to the Company of the Exercise Price and all taxes
     required to be paid by the Holder, if any, pursuant to Section 5 prior to
     the issuance of such shares, have been paid. If the Company fails to
     deliver to the Holder a certificate or certificates representing the
     Warrant Shares pursuant to this Section 3(a) by the fifth Trading Day after
     the date of exercise, then the Holder will have the right to rescind such
     exercise. In addition to any other rights available to the Holder, if the
     Company fails to deliver to the Holder a certificate or certificates
     representing the Warrant Shares pursuant to an exercise by the fifth
     Trading Day after the date of exercise and the Holder has not rescinded
     such exercise pursuant to this Section 3(a), and if after such fifth
     Trading Day the Holder is required by its broker to purchase (in an open
     market transaction or otherwise) shares of Common Stock to deliver in
     satisfaction of a sale by the Holder of

                                       2
<PAGE>
     the Warrant Shares which the Holder anticipated receiving upon such
     exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder
     the amount by which (x) the Holder's total purchase price (including
     brokerage commissions, if any) for the shares of Common Stock so purchased
     exceeds (y) the amount obtained by multiplying (A) the number of Warrant
     Shares that the Company was required to deliver to the Holder in connection
     with the exercise at issue times (B) the price at which the sell order
     giving rise to such purchase obligation was executed, and (2) at the option
     of the Holder, either reinstate the portion of the Warrant and equivalent
     number of Warrant Shares for which such exercise was not honored or deliver
     to the Holder the number of shares of Common Stock that would have been
     issued had the Company timely complied with its exercise and delivery
     obligations hereunder. For example, if the Holder purchases Common Stock
     having a total purchase price of $11,000 to cover a Buy-In with respect to
     an attempted exercise of shares of Common Stock with an aggregate sale
     price giving rise to such purchase obligation of $10,000, under clause (1)
     of the immediately preceding sentence the Company shall be required to pay
     the Holder $1,000. The Holder shall provide the Company written notice
     indicating the amounts payable to the Holder in respect of the Buy-In,
     together with applicable confirmations and other evidence reasonably
     requested by the Company. Nothing herein shall limit a Holder's right to
     pursue any other remedies available to it hereunder, at law or in equity
     including, without limitation, a decree of specific performance and/or
     injunctive relief with respect to the Company's failure to timely deliver
     certificates representing shares of Common Stock upon exercise of the
     Warrant as required pursuant to the terms hereof.

          (b) If this Warrant shall have been exercised in part, the Company
     shall, at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights of Holder to purchase the unpurchased Warrant Shares called for by
     this Warrant, which new Warrant shall in all other respects be identical
     with this Warrant.

          (c) The Company shall not effect any exercise of this Warrant, and the
     Holder shall not have the right to exercise any portion of this Warrant,
     pursuant to Section 3(a) or otherwise, to the extent that after giving
     effect to such issuance after exercise, the Holder (together with the
     Holder's affiliates), as set forth on the applicable Notice of Exercise,
     would beneficially own in excess of 4.99% of the number of shares of the
     Common Stock outstanding immediately after giving effect to such issuance.
     For purposes of the foregoing sentence, the number of shares of Common
     Stock beneficially owned by the Holder and its affiliates shall include the
     number of shares of Common Stock issuable upon exercise of this Warrant
     with respect to which the determination of such sentence is being made, but
     shall exclude the number of shares of Common Stock which would be issuable
     upon (A) exercise of the remaining, nonexercised portion of this Warrant
     beneficially owned by the Holder or any of its affiliates and (B) exercise
     or conversion of the unexercised or nonconverted portion of any other
     securities of the Company (including, without limitation, any other
     Warrants) subject to a limitation on conversion or exercise analogous to
     the limitation contained herein beneficially owned by the Holder or any of
     its affiliates. Except as set forth in the preceding sentence, for purposes
     of this Section 3(c), beneficial ownership shall be calculated in
     accordance with Section 13(d) of the Exchange Act. To the extent that the
     limitation contained in this Section 3(c) applies, the determination of
     whether this Warrant is exercisable (in relation to other securities owned
     by the Holder) and of which a portion of this Warrant is exercisable shall
     be in the sole discretion of such Holder, and the submission of a Notice of
     Exercise shall be deemed to be such Holder's determination of whether this
     Warrant is exercisable (in relation to other securities owned by such
     Holder) and of which portion of this Warrant is exercisable, in each case
     subject to such aggregate percentage limitation, and the Company shall have
     no obligation to verify or confirm the accuracy of such determination. For
     purposes of this


                                       3
<PAGE>

     Section 3(c), in determining the number of outstanding shares of Common
     Stock, the Holder may rely on the number of outstanding shares of Common
     Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K,
     as the case may be, (y) a more recent public announcement by the Company or
     (z) any other notice by the Company or the Company's Transfer Agent setting
     forth the number of shares of Common Stock outstanding. Upon the written or
     oral request of the Holder, the Company shall within two Trading Days
     confirm orally and in writing to the Holder the number of shares of Common
     Stock then outstanding. In any case, the number of outstanding shares of
     Common Stock shall be determined after giving effect to the conversion or
     exercise of securities of the Company, including this Warrant, by the
     Holder or its affiliates since the date as of which such number of
     outstanding shares of Common Stock was reported. The provisions of this
     Section 3(c) may be waived by the Holder upon, at the election of the
     Holder, not less than 61 days' prior notice to the Company, and the
     provisions of this Section 3(c) shall continue to apply until such 61st day
     (or such later date, as determined by the Holder, as may be specified in
     such notice of waiver).

          (d) If at any time after one year from the date of issuance of this
     Warrant there is no effective Registration Statement registering the resale
     of the Warrant Shares by the Holder, this Warrant may also be exercised at
     such time by means of a "cashless exercise" in which the Holder shall be
     entitled to receive a certificate for the number of Warrant Shares equal to
     the quotient obtained by dividing [(A-B) (X)] by (A), where:

      (A) =  the VWAP on the Trading Day immediately preceding the date of
             such election;

      (B) =  the Exercise Price of the Warrants, as adjusted; and

      (X) =  the number of Warrant Shares issuable upon exercise of the
             Warrants in accordance with the terms of this Warrant.

     4.   No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

     5.   Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be


                                       4
<PAGE>

paid by the Company, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event certificates for Warrant Shares are to be issued in a
name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder; and the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.

     6.   Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

     7.   Transfer, Division and Combination.

          (a) Subject to compliance with any applicable securities laws and the
     conditions set forth in Sections 1 and 7(f) hereof and to the provisions of
     Section 4.1 of the Purchase Agreement, this Warrant and all rights
     hereunder are transferable, in whole or in part, upon surrender of this
     Warrant at the principal office of the Company, together with a written
     assignment of this Warrant substantially in the form attached hereto duly
     executed by the Holder or its agent or attorney and funds sufficient to pay
     any transfer taxes payable upon the making of such transfer. Upon such
     surrender and, if required, such payment, the Company shall execute and
     deliver a new Warrant or Warrants in the name of the assignee or assignees
     and in the denomination or denominations specified in such instrument of
     assignment, and shall issue to the assignor a new Warrant evidencing the
     portion of this Warrant not so assigned, and this Warrant shall promptly be
     cancelled. A Warrant, if properly assigned, may be exercised by a new
     holder for the purchase of Warrant Shares without having a new Warrant
     issued.

          (b) This Warrant may be divided or combined with other Warrants upon
     presentation hereof at the aforesaid office of the Company, together with a
     written notice specifying the names and denominations in which new Warrants
     are to be issued, signed by the Holder or its agent or attorney. Subject to
     compliance with Section 7(a), as to any transfer which may be involved in
     such division or combination, the Company shall execute and deliver a new
     Warrant or Warrants in exchange for the Warrant or Warrants to be divided
     or combined in accordance with such notice.

          (c) The Company shall prepare, issue and deliver at its own expense
     (other than transfer taxes) the new Warrant or Warrants under this Section
     7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
     the registration and the registration of transfer of the Warrants.

          (e) If, at the time of the surrender of this Warrant in connection
     with any transfer of this Warrant, the transfer of this Warrant shall not
     be registered pursuant to an effective registration statement under the
     Securities Act and under applicable state securities or blue sky laws, the
     Company may require, as a condition of allowing such transfer (i) that the
     Holder or transferee of this Warrant, as the case may be, furnish to the
     Company a written opinion of counsel (which opinion shall be in form,
     substance and

                                       5

<PAGE>

     scope customary for opinions of counsel in comparable transactions) to the
     effect that such transfer may be made without registration under the
     Securities Act and under applicable state securities or blue sky laws, (ii)
     that the holder or transferee execute and deliver to the Company an
     investment letter in form and substance acceptable to the Company and (iii)
     that the transferee be an "accredited investor" as defined in Rule
     501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
     Securities Act or a qualified institutional buyer as defined in Rule
     144A(a) under the Securities Act.

     8.   No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price (or by means of a cashless exercise), the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender or payment.

     9.   Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

     10.  Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

     11.  Adjustments of Exercise Price and Number of Warrant Shares. The number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Company which it would have owned or have been entitled to receive had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Warrant Shares or other securities of
the Company resulting from such adjustment.



                                       6
<PAGE>

An adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.

     12.  Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     13.  Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

     14.  Notice of Adjustment. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other


                                       7
<PAGE>

securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

     15.  Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for the purpose of entitling them to receive a dividend or other
     distribution, or any right to subscribe for or purchase any evidences of
     its indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

     16.  Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon
which the Common Stock may be listed.


                                       8
<PAGE>

          Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     17.  Miscellaneous.

          (a) Jurisdiction. This Warrant shall constitute a contract under the
     laws of New York, without regard to its conflict of law, principles or
     rules.

          (b) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

          (c) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date. If the Company willfully and knowingly fails to comply with any
     provision of this Warrant, which results in any material damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses including, but not limited to, reasonable
     attorneys' fees, including those of appellate proceedings, incurred by
     Holder in collecting any amounts due pursuant hereto or in otherwise
     enforcing any of its rights, powers or remedies hereunder.

          (d) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

          (e) Limitation of Liability. No provision hereof, in the absence of
     any affirmative action by Holder to exercise this Warrant or purchase
     Warrant Shares, and no enumeration herein of the rights or privileges of
     Holder, shall give rise to any liability of Holder for the purchase price
     of any Common Stock or as a stockholder of the Company, whether such
     liability is asserted by the Company or by creditors of the Company.


                                       9
<PAGE>

          (f) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive the defense in any action for specific performance
     that a remedy at law would be adequate.

          (g) Successors and Assigns. Subject to applicable securities laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          (h) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

          (i) Severability. Wherever possible, each provision of this Warrant
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remainder of such provisions or the remaining provisions of this Warrant.

          (j) Headings. The headings used in this Warrant are for the
     convenience of reference only and shall not, for any purpose, be deemed a
     part of this Warrant.

                              ********************


                                      10
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  November __, 2003
                                   MATRITECH, INC.



                                  By:_________________________________________
                                        Name:
                                        Title:



                                       11
<PAGE>
                               NOTICE OF EXERCISE

To:      Matritech, Inc.

     (1) The undersigned hereby elects to purchase ________ Warrant Shares of
Matritech, Inc. pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

          [ ] in lawful money of the United States; or

          [ ] the cancellation of such number of Warrant Shares as is necessary,
          in accordance with the formula set forth in subsection 3(d), to
          exercise this Warrant with respect to the maximum number of Warrant
          Shares purchasable pursuant to the cashless exercise procedure set
          forth in subsection 3(d).

     (3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

                  ----------------------------------------


The Warrant Shares shall be delivered to the following:

                  ----------------------------------------

                  ----------------------------------------

                  ----------------------------------------

     (4) Accredited Investor/Qualified Institutional Buyer. The undersigned is
either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as amended (the
"Securities Act") or (ii) a qualified institutional buyer as defined in Rule
144(A)(a) under the Securities Act.

                                          [PURCHASER]


                                          By: ____________________________
                                              Name:
                                              Title:

                                          Dated:  ________________________




<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is


__________________________________________________________________________.


___________________________________________________________________________


                                                Dated:  ______________, _______


                 Holder's Signature:       _____________________________

                 Holder's Address:         _____________________________

                                           _____________________________

Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.