MATRITECH INC/DE/
DISTRIBUTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>2
<FILENAME>b39266miex10-19.txt
<DESCRIPTION>DISTRIBUTION AGREEMENT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.19

                             DISTRIBUTION AGREEMENT

         AGREEMENT dated as of January 17, 2001 between MATRITECH, INC., a
Delaware corporation, having its principal place of business at 330 Nevada
Street, Newton, Massachusetts 02460, U.S.A. ("MATRITECH") and TIMM MEDICAL
TECHNOLOGIES, INC., a Delaware corporation having its principal place of
business at 6585 City West Parkway, Eden Prairie, Minnesota 55344 ("TIMM").

                                  INTRODUCTION

         1. MATRITECH is developing a version of its NMP22(R) Test Kit for
bladder cancer in a point-of-care format.

         2. TIMM desires to become the exclusive U.S. distributor for this
product within the Field, as defined below.

         In consideration of the mutual covenants and promises contained in this
Agreement and other good and valuable consideration, MATRITECH and TIMM agree as
follows:

                             ARTICLE I - DEFINITIONS

         As used in this Agreement, the following terms, whether used in the
singular or plural, shall have the following meanings:

         1.1 "Affiliate" means, with respect to any entity, any corporation,
company, partnership, joint venture and/or firm which controls, is controlled by
or is under common control with such entity. For purposes of this Section 1.1,
"control" shall mean (a) in the case of corporate entities, direct or indirect
ownership of at least fifty percent (50%) of the stock or shares entitled to
vote for the election of directors; and (b) in the case of non-corporate
entities, direct or indirect ownership of at least fifty percent (50%) of the
equity interest with the power to direct the management and policies of such
non-corporate entities. For purposes of this Section
<PAGE>   2
                                      -2-


1.1, "Affiliate" shall specifically exclude Ferrer, Freeman, Thompson & Co., LLC
and its affiliates.

         1.2 "Change of Control" means, with respect to any entity, a
transaction or series of related transactions in which: (a) all or substantially
all of the assets of such entity are sold or transferred to a third party; or
(b) (i) outstanding equity securities of such entity are sold, (ii) new equity
securities of such entity are sold, or (iii) such entity is merged with or into
another party, such that after such transaction or transactions, equity holders
of such entity immediately prior to the transaction or transactions own less
than 50% of the outstanding equity securities of the entity (in the case of (i)
and (ii)) or of the surviving entity (in the case of (iii)) after such
transaction or transactions.

         1.3 "Clearance Date" means the date on which MATRITECH obtains FDA
clearance for the Product.

         1.4 "Effective Date" means the date of this Agreement.

         1.5 "FDA" means U.S. Food and Drug Administration.

         1.6 "Field" means the market for the Product comprised of urologists,
uro-gynecologists and all channels used to distribute the Product to, or fill
prescriptions of, the Product written by urologists and uro-gynecologists.

         1.7 "First Delivery" means the date on which TIMM receives the first
shipment of Product at its facilities. In the event that the First Delivery is
not at the end of a calendar quarter, the First Delivery for the purposes of
this Agreement shall mean the first day of the next subsequent calendar quarter.

         1.8 "Product" means MATRITECH's NMP22(R) test for bladder cancer in its
non-instrumented, single test, point-of-care format.

         1.9 "Technical Information" means all scientific and engineering data
owned by MATRITECH or which MATRITECH has the right to use, patentable or
otherwise, relating to the Product, including without limitation, technology
licensed or sublicensed to MATRITECH; all inventions, cell sources, cultures,
strains, organisms and parts thereof; antibodies, clones, plasmids, vectors,
progeny, derivatives and parts thereof; formulae; classes, sources and clone
numbers of antibodies; methods, procedures and processes; materials and
reagents; components, equipment, equipment design, animal studies, clinical or
other evaluations, analytical results, and
<PAGE>   3
                                      -3-


quality control or other safety procedures relating to the production, use or
manufacture of the Product.

         1.10 "Territory" means the United States of America, including the 50
states, Puerto Rico, and Washington, D.C., but excluding all other territories
and possessions.

                            ARTICLE II - THE PRODUCT

         2.1 FDA Clearance. Subject to the terms and conditions contained in
this Agreement, MATRITECH agrees to exert its best efforts to seek, as soon as
practicable, clearance from the FDA for the sale of the Product in the
Territory.

         2.2 Commercialization. TIMM shall exert its best efforts, at its own
expense, to:

         (a) market and promote the Product in the Territory (taken as a whole)
on a diligent commercial basis after the Clearance Date;

         (b) provide an adequate level of customer service including, without
limitation, rendering prompt and willing service with respect to the Product and
handling all customer inquiries in a manner consistent with the prevailing
practices in the industry; and

         (c) seek, as soon as practicable, with the assistance of MATRITECH,
approvals from third-party payors for reimbursement for the use of the Product
within the Field.

         2.3 Compliance with Laws. In performing this Agreement, each of the
parties agree that it will comply with all applicable governmental laws, rules,
regulations and policies and will hold the other party harmless and indemnify
the other party from the failure to do so. Non-compliance by a party or its
employees or affiliates with this Section 2.3 shall be deemed to constitute a
material, irremediable breach of the terms of this Agreement, justifying
immediate termination under Section 8.2(a)(iii) hereof.

         2.4 Clinical Marketing. MATRITECH shall continue its clinical marketing
of NMP22(R) during the term of this Agreement, including, without limitation,
those activities that define and support clinical usage.

         2.5 Steering Committee. MATRITECH and TIMM shall each appoint at least
one senior-level executive to serve on a joint committee (the "Steering
Committee") to monitor the progress of the parties in marketing and distributing
the Product hereunder. The Steering



<PAGE>   4
                                      -4-

Committee shall meet at least twice annually to review progress and recommend
changes in strategy for the Product.

                             ARTICLE III - PAYMENTS

         3.1 Marketing Fees. In consideration of the grant of the marketing
rights set forth in this Agreement, TIMM agrees to pay to MATRITECH total
marketing fees in accordance with the schedule of events provided in the
following table:

<TABLE>
<CAPTION>
              EVENT                  TARGET DATE      PAYMENT
              -----                  -----------      -------
<S>                                  <C>              <C>
Effective Date                                        $[XXX]*
FDA Clearance                          $[XXX]*        $[XXX]*
Date of First Delivery of
FDA-Cleared Product to TIMM
("First Delivery")                     $[XXX]*        $[XXX]*
First Five Anniversaries of
First Delivery                         $[XXX]*        $[XXX]*
</TABLE>

         [XXX]*

         Except for the initial payment, which shall be made simultaneously with
the execution of this Agreement, such payments shall be made within 15 days
after achievement of each "Event" listed above. The failure of TIMM to make
payment of any of the foregoing marketing fees shall constitute a breach of a
material obligation under this Agreement by TIMM.

         3.2 Purchase of MATRITECH Stock. Upon the execution of this Agreement,
TIMM agrees, as part of the marketing fee, to purchase from MATRITECH [XXX]* of
MATRITECH common stock, $.01 par value per share (the "Common Stock"). The price
per share of Common Stock shall be equal to the average of the closing prices as
reported by the Nasdaq Stock Market, for the ten (10) trading day period ending
two (2) business days prior to the execution of this Agreement (the "Market
Price Per Share"). Upon receipt of payment in full, MATRITECH shall deliver a
certificate in the name of TIMM, or an Affiliate designated by TIMM, for the
number of shares of Common Stock (the "Shares") obtained by dividing [XXX]* by
the Market Price Per Share, rounded down to the nearest whole share, with cash
being paid to TIMM in lieu of a fractional share.



*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   5
                                       -5-


         3.3 Investment Representations of TIMM.

         TIMM hereby represents and warrants to MATRITECH, on behalf of itself
and any Affiliate that may be acquiring the Shares, that:

         (a) it is an "accredited investor" within the meaning of Rule 501
promulgated under the Securities Act of 1933, as amended (the "Securities Act")
and was not organized for the specific purpose of acquiring the Shares;

         (b) it has sufficient knowledge and experience in investing in
companies similar to MATRITECH so as to be able to evaluate the risks and merits
of its investment in MATRITECH and it is able financially to bear the risks
thereof;

         (c) it has had an opportunity to (i) discuss MATRITECH's business,
management and financial affairs with MATRITECH's management, (ii) ask questions
and receive answers concerning the terms of the issuance of the Shares and (iii)
obtain any additional information it desires concerning MATRITECH that MATRITECH
possesses or can acquire without unreasonable effort or expense;

         (d) the Shares being purchased by it are being acquired for its own
account for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof; and

         (e) it understands that (i) the Shares have not been registered under
the Securities Act by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) thereof
or Rule 505 or 506 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), (ii) the Shares must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or is exempt from
such registration, (iii) the Shares will bear a legend to such effect and (iv)
MATRITECH will make a notation on its transfer books to such effect.

         3.4 Restrictions on Resale.

         (a) TIMM agrees that without the prior consent of MATRITECH, from the
Effective Date until the expiration of two years following the Effective Date,
TIMM will not offer to sell, contract to sell, transfer or otherwise dispose of,
directly or indirectly, any of the Shares, excluding a transfer and or
assignment that may occur as a result of a Change in Control of TIMM.
<PAGE>   6
                                      -6-


         (b) TIMM also agrees and consents to the entry of stock transfer
instructions with MATRITECH's transfer agent against the transfer of the Shares
issued pursuant to this Agreement until the second anniversary of the Effective
Date;

         (c) In the event that a Change of Control shall occur with respect to
MATRITECH prior to the second anniversary of the Effective Date, TIMM shall be
released from the contractual restrictions on resale set forth in Section
3.4(a), which shall terminate immediately prior to such Change of Control. For
the avoidance of doubt, TIMM shall be permitted to participate as a seller of
Common Stock in a transaction (e.g., a tender offer) that effects a Change of
Control of MATRITECH.

         (d) MATRITECH agrees that on or after the second anniversary of the
Effective Date, and upon written request from TIMM, that it will issue a
replacement certificate in the name of TIMM, or an Affiliate designated by TIMM,
for the number of shares of Common Stock set forth in Section 3.2 of this
Agreement. Provided that TIMM is not, and has not been, an affiliate of
Matritech for the purposes of Rule 144(k) at such time or during the preceding
three (3) months, such certificate shall contain no restrictive legend and the
shares shall be otherwise validly issued, fully paid and nonassessable shares of
MATRITECH.

                          ARTICLE IV - MARKETING RIGHTS

         4.1 Marketing Rights. TIMM shall have the exclusive right, even as
against MATRITECH, to sell, market, promote or otherwise distribute the Product
in the Territory within the Field. TIMM shall not sell or otherwise distribute
the Product to any person or entity in the Territory if TIMM has reason to
believe that such person or entity intends to resell or redistribute the Product
outside of the Territory or the Field. The rights granted herein shall not be
construed to confer any license rights upon TIMM, by implication, estoppel or
otherwise, to use or practice any of MATRITECH's patents or other intellectual
property or use any Technical Information. If and to the extent that TIMM
performs its rights and obligations under this Agreement, including, without
limitation, its marketing rights, through an Affiliate, TIMM shall cause such
Affiliate to be bound in writing by all the terms and conditions of this
Agreement. Except as provided in the preceding sentence, TIMM shall have no
right to assign or sublicense its rights under this Agreement. MATRITECH shall
not sell or otherwise distribute the Product
<PAGE>   7
                                      -7-


to any person or entity if MATRITECH has reason to believe that such person or
entity intends to resell or redistribute the Product within the Territory or the
Field.

         4.2 Sales Price and Minimum Quantities.

         (a) TIMM shall purchase from MATRITECH during each contract year of
this Agreement, commencing after the First Delivery Date, the minimum number of
units of the Product set forth under "Minimum Base Annual Purchase Quantity" in
the table below. This table also sets forth the annual per unit prices for the
Product based on purchase volumes for the initial term of this Agreement.
Pricing may be adjusted once per contract year at any time during the term of
this Agreement, with mutual agreement of the parties hereto, based on factors
including, but not limited to, reimbursement changes or competition, but will
not increase or decrease more than 5% in any year.

<TABLE>
<CAPTION>
              MINIMUM BASE                                TIER 3      TIER 4
YEAR*            ANNUAL                     TIER 2       145% TO     165% OR
                PURCHASE        BASE     125% TO 144%    164% OF     MORE OF
                QUANTITY       PRICE      OF MINIMUM     MINIMUM     MINIMUM
                --------       -----      ----------     -------     -------
<S>           <C>              <C>       <C>             <C>         <C>
Year 1           [XXX]*        [XXX]*       [XXX]*        [XXX]*      [XXX]*
Year 2           [XXX]*        [XXX]*       [XXX]*        [XXX]*      [XXX]*
Year 3           [XXX]*        [XXX]*       [XXX]*        [XXX]*      [XXX]*
Year 4           [XXX]*        [XXX]*       [XXX]*        [XXX]*      [XXX]*
Year 5           [XXX]*        [XXX]*       [XXX]*        [XXX]*      [XXX]*
Year 6           [XXX]*        [XXX]*       [XXX]*        [XXX]*      [XXX]*
</TABLE>

*Commencing on the First Delivery Date

      (b) With respect to the Minimum Base Annual Purchase Quantities appearing
above for contract Years 3 through 6, TIMM will make quarterly minimum purchases
in accordance with the following formula:

<TABLE>
<S>                           <C>   <C>
            First quarter     -     15% of annual minimum
            Second quarter    -     35% of annual minimum
            Third quarter     -     60% of annual minimum
            Fourth quarter    -     100% of annual minimum
</TABLE>

         By way of example, by the end of the third quarter of the third year
after the date of First Delivery, TIMM shall have purchased at least [XXX]*.
There shall be no quarterly minimum purchases for the first two contract years.



*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   8
                                      -8-


         (c) For the avoidance of doubt, the volume discounts beginning in the
second year after the date of First Delivery, as set forth above under "Tier 2,"
"Tier 3" and "Tier 4," shall apply only to the indicated incremental Product
purchase amounts in excess of the annual minimums. For example, if TIMM
purchases [XXX]* units in the third year after the date of First Delivery, the
first [XXX]* will be priced at [XXX]*, the next [XXX]* will be priced at [XXX]*
and the next [XXX]* will be priced at [XXX]*.

         (d) For the avoidance of doubt, the failure of TIMM to purchase the
minimum quantity of the Product in any quarter or year, as set forth above,
shall constitute a material breach of this Agreement. If during the term of the
Agreement MATRITECH, or some other party acting on behalf or in the interest of
MATRITECH, actively markets the NMP22 test for bladder cancer, other than that
of the Product, in a format designed to be administered and interpreted in the
Field, then unless cured within thirty (30) days after written notice from TIMM
to MATRITECH, the Minimum Base Annual Purchase Quantity for the remainder of the
term of the Agreement, including the contract year such a product is first
actively marketed, shall be reduced by twenty (20%) percent. For the avoidance
of doubt, MATRITECH reserves the right to market and sell other formats of the
NMP22 test outside the Field, such as automated formats designed for
professional laboratories.

         4.3 Terms and Conditions. All orders of Product by TIMM from MATRITECH
during the term of this Agreement shall be subject to the terms and conditions
of this Agreement and shall be subject to acceptance by MATRITECH, except with
respect to orders of Minimum Purchase Quantities, as set forth in Section 4.4
below, which MATRITECH shall be obligated to accept. All sales of Product by
MATRITECH to TIMM hereunder shall be subject to MATRITECH's standard terms and
conditions of sale as then in effect. In case of any conflict between such terms
and conditions and this Agreement, the terms and conditions of this Agreement
shall govern. Nothing contained in any purchase order or similar document
submitted by TIMM to MATRITECH shall in any way modify or add to the terms and
conditions contained in this Agreement.

         4.4 Order and Acceptance.




*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   9
                                      -9-


         (a) All orders for Product submitted by TIMM shall be initiated by
written orders sent to MATRITECH and requesting a delivery date during the term
of this Agreement. Any order initially placed orally or by e-mail must be
confirmed in writing.

         (b) Within thirty (30) days of receipt of written notification by
MATRITECH of FDA Clearance, TIMM will issue an initial purchase order for no
less than [XXX]* units (one half of which may be free samples) of the Product
(the "Initial Order"). Subsequent Purchase orders will be no less than [XXX]*
units. MATRITECH shall use its reasonable efforts to deliver Products in
fulfillment of the Initial Order within ninety (90) days after receipt of the
Initial Order. If MATRITECH does not fulfill the Initial Order within this
90-day period, it shall be deemed to be in default of a material obligation of
this Agreement, and if such default is not cured within sixty (60) days
thereafter, TIMM may terminate this Agreement upon written notice to MATRITECH
in accordance with Section 8.2(a)(ii) hereof, whether or not TIMM has given
notice of the default to MATRITECH. Upon such termination pursuant to this
Section 4.4(b), MATRITECH shall (i) refund the [XXX]* in the marketing fees paid
by TIMM to MATRITECH upon FDA clearance pursuant to Section 3.1 hereof (but not
the initial [XXX]* purchase price paid for the Shares) and (ii) terminate any
stop transfer order with MATRITECH's transfer agent and remove any restrictive
legends on the shares of Common Stock purchased by TIMM pursuant to Section 3.2,
thereby permitting TIMM to sell the Shares immediately subject to compliance
with Rule 144.

         (c) To facilitate MATRITECH's production scheduling, TIMM shall submit
subsequent purchase orders to MATRITECH at least ninety (90) days prior to the
requested date of delivery. Except with respect to orders to fulfill the Minimum
Base Annual Purchase Quantity requirements set forth above, no order shall be
binding upon MATRITECH until accepted by MATRITECH in writing, and MATRITECH
shall have no liability to TIMM with respect to purchase orders that are not
accepted. MATRITECH reserves the right to allocate the supply of the Product pro
rata, based approximately on the relative numbers of Product ordered, without
incurring any liability to TIMM for commissions, damages or otherwise. MATRITECH
shall notify TIMM of the acceptance or rejection of an order and of the assigned
delivery date for accepted orders within fifteen (15) days of receipt of an
order from TIMM. No partial shipment of an order shall constitute the acceptance
of the entire order, absent the written acceptance of



*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   10
                                      -10-


such entire order. MATRITECH shall use its reasonable efforts to deliver the
Product at the times specified either in its quotation or in its written
acceptance of TIMM's orders. Any delay of more than forty-five (45) days in
shipment from MATRITECH's quoted delivery date with respect to orders to fulfill
the Minimum Base Annual Purchase Quantity requirements shall serve to reduce the
Minimum Base Annual Purchase Quantity requirement by an amount equal to the
amount of the delayed order for the period in which the order was placed.

         4.5 Cancellation of Orders. If MATRITECH accepts any cancellation
request made within ten (10) days of the scheduled ship date, TIMM agrees to
bear MATRITECH's restocking fee of up to twenty-five percent (25%) of the total
order; provided, however, that if MATRITECH reschedules a previously scheduled
ship date, then TIMM may cancel the rescheduled order at any time up to ten (10)
days prior to the rescheduled shipment date without incurring a restocking fee.

         4.6 F.O.B. Point. All prices are F.O.B. either MATRITECH's distribution
facility or place of manufacturing (the "F.O.B. Point"), provided F.O.B. Point
is within the continental United States.

         4.7 Returns. TIMM shall have no right of return for Product purchased
hereunder. If, however, any Product fails to perform in accordance with the
labeling provided by MATRITECH as documented by an examination of the Product
pursuant to a formal complaint handling procedure established in accordance with
standard industry practices, TIMM may return such defective Product within
thirty (30) days after the date of detection of the Product defect up to the
expiration date of the Product. Product returns in excess of ten percent (10%)
of the Minimum Base Annual Purchase Quantity during any contract year shall
result in an equal reduction in the Minimum Base Annual Purchase Quantity
requirements for the remaining term of the Agreement.

         4.8 Payment. MATRITECH shall provide TIMM with an invoice for each
shipment of Product. Invoices shall be issued and dated on or after the date of
shipment of each order. Under no circumstances will an invoice be issued for
Product that has not been shipped. Invoices shall be paid within thirty (30)
days after the date of invoice.
<PAGE>   11
                                      -11-


         4.9 Collection of Unpaid Amounts. In the event that it becomes
necessary for MATRITECH to engage the services of a third-party agency for the
collection of any outstanding payments, TIMM agrees to pay all such related fees
incurred by MATRITECH, unless, in accordance with Section 10.3 hereof, it shall
be determined that by a court of competent jurisdiction that TIMM does not
properly owe such payment hereunder.

         4.10 Taxes. TIMM's payments for the Product hereunder are payable in
full to MATRITECH without deduction for taxes (including any withholding tax) or
duties. In addition to such amounts, TIMM shall pay sums equal to taxes
(including, without limitation, sales, withholding, value-added and similar
taxes) based on an end-user's use or possession of the Product under or in
accordance with the provisions of this Agreement, but exclusive of United States
federal, state, and local taxes based on MATRITECH's net income.

         4.11 Dollars. All amounts due MATRITECH hereunder shall be calculated
and paid in U.S. dollars.

         4.12 Shipping. All Product delivered pursuant to the terms of this
Agreement shall be suitably packed for shipment in MATRITECH's standard shipping
cartons, marked for shipment to TIMM's address set forth above, and delivered to
TIMM or its carrier agent at the F.O.B. Point. If TIMM does not specify a
carrier, MATRITECH shall select the carrier. All freight, insurance, and other
shipping expenses, shall be paid by TIMM. TIMM shall also bear all applicable
taxes, duties and similar charges that may be assessed against the Product after
delivery to the carrier at the F.O.B. Point.

         4.13 Late Payment. Any amount not paid within the thirty (30) days
after the date of an invoice shall bear interest at the rate of 1.5% per month
until paid in full.

         4.14 Records. TIMM shall maintain quantity, lot numbers, customer names
and addresses, and incident reports for at least two years beyond expiration
date of the Product. TIMM shall keep, and shall require all its Affiliates to
keep, full, true and accurate books of accounts and other records containing all
information and data which may be necessary to ascertain and verify the amounts
payable hereunder and to retain such records for at least five years. During the
term of this Agreement and for a period of one year following its termination,
MATRITECH shall have the right from time to time to inspect, or have an agent,
accountant or
<PAGE>   12
                                      -12-


other representative inspect, such books, records and supporting data solely to
verify compliance with the first sentence of this Section 4.14 and the marketing
expenditures required by Section 4.16.

         4.15 Title and Risk of Loss. Product shall be purchased at the F.O.B.
Point. Title and risk of loss of such Product shall pass to TIMM at said
location. MATRITECH shall provide TIMM with written invoices for all Product
when shipped. The foregoing notwithstanding, however, TIMM shall, as between
itself and its customers, be acting as principal and not as an agent of
MATRITECH.

         4.16 Marketing Efforts. TIMM shall develop and implement annual sales
and marketing plans for review with MATRITECH and the Steering Committee. For
the twenty four (24) month period following First Delivery, TIMM's marketing
expenditures for the Product, not including the cost of sales representatives,
shall be no less than [XXX]*.

         4.17 Samples. "Samples" are defined as units of the Product which
cannot be sold to end users and must be distributed within six (6) months of
receipt by TIMM. TIMM shall receive [XXX]* free Samples to be delivered
simultaneously with the Initial Order of the Product. Additional Samples (up to
five percent (5%) of previous year's unit sales in any year) shall be shipped to
TIMM upon written request at fifty percent (50%) of the then current purchase
price.

         4.18 Right of First Negotiation. For any new products in
non-instrumented, single-test formats offered by MATRITECH for sale within the
Field in the Territory (e.g., prostate cancer test), TIMM retains the first
right to negotiate a mutually acceptable distribution agreement with MATRITECH.
If TIMM and MATRITECH shall be unable to reach a mutually acceptable agreement
for such new product after negotiating in good faith for ninety (90) days, then
MATRITECH shall be permitted to offer the rights to such new product to a third
party on any terms it deems appropriate.

         4.19 Quarterly Forecasts and Sales and Marketing Reports. To facilitate
MATRITECH'S production scheduling, within thirty (30) days after First Delivery,
and thirty (30) days prior to the beginning of each calendar quarter, TIMM shall
furnish MATRITECH with a forecast of its Product purchases, together with
requested delivery dates, for the subsequent twelve (12) month period. Such
forecasts by TIMM are merely estimates and shall not represent purchase
commitments. Together with these quarterly forecasts, TIMM shall provide



*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   13
                                      -13-


MATRITECH with a quarterly sales and marketing report that includes, but is not
limited to, major sales and marketing activities, accomplishments and
disappointments, competitive activity and sales by state.

                    ARTICLE V - INTELLECTUAL PROPERTY RIGHTS

         5.1 Patent Rights. MATRITECH owns and possesses all right, title and
interest, or holds a valid license, in and to the Product, and has taken all
necessary action to protect these rights with respect to the U.S. patent rights
in the Product. MATRITECH has not received any notice of, nor are there any
facts known to MATRITECH which indicate a likelihood of, any infringement or
misappropriation by, or conflict with the U.S. patent rights of, any third party
which would prevent TIMM from using or selling the Product in the Territory.

         5.2 [XXX]* Claims. MATRITECH agrees to [XXX]* against any cost, loss,
liability, or expense (including attorneys' fees) arising out of, resulting from
or relating to any claim, suit or proceeding brought against TIMM or MATRITECH
based on a claim that the [XXX]*. TIMM agrees that MATRITECH has the right to
defend, or at its option to settle, and MATRITECH agrees, at its own expense to
defend or at its option to settle any [XXX]* Claims so long as any such
settlement does not adversely affect TIMM's rights under this Agreement;
provided that MATRITECH is notified promptly in writing of [XXX]* Claim and has
sole control over its defense or settlement, and TIMM provides reasonable
assistance in the defense of the same.

         5.3 [XXX]* Cures. Following notice of [XXX]* Claim, or if MATRITECH
believes such a claim is likely, MATRITECH may at its sole expense and option:
(a) procure for TIMM the right to [XXX]*; or (b) [XXX]*; or (c) accept [XXX]*
Product and [XXX]* and MATRITECH shall also do all of the following: (i) [XXX]*
all of the [XXX]* pursuant to Section [XXX]* hereof (exclusive of the [XXX]*) up
to a maximum of [XXX]*; (ii) terminate any [XXX]* with MATRITECH's [XXX]* and
remove any [XXX]*



*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   14
                                      -14-


pursuant to Section [XXX]*, thereby permitting [XXX]* immediately subject to
compliance with [XXX]*; and (iii) if (and only if) the [XXX]* Claim is first
asserted within [XXX]* following the date of First Delivery, MATRITECH shall
also [XXX]* incurred by [XXX]* pursuant to Section [XXX]* hereof.

         5.4 Limitation. Notwithstanding any other provision of this Agreement,
MATRITECH assumes no liability for any infringement claims with respect to any
product in or with which the Product may be used in combination, but not
covering the Product standing alone, and MATRITECH shall have no liability for
any infringement claim based on TIMM's: (a) use or distribution of any product
after MATRITECH's notice that TIMM should cease use or distribution of such
product due to an infringement claim; or (b) modification of the Product, or any
part thereof, at the request of TIMM or to meet any specifications provided by
TIMM; (c) combination of a Product with another product, if such infringement
claim would have been avoided by the exclusive use of the Product alone; or (d)
any trademark infringements involving any marking or branding not applied by
MATRITECH or involving any marking or branding applied at the request of TIMM.
For all infringement claims to which this Section 5.4 is applicable, TIMM agrees
to indemnify and defend MATRITECH, provided that TIMM is notified promptly in
writing of an infringement claim and has sole control over its defense or
settlement, and MATRITECH provides reasonable assistance in the defense of the
same.

         5.5 Entire liability. THE FOREGOING PROVISIONS OF THIS SECTION 5 STATE
THE ENTIRE LIABILITY AND OBLIGATIONS OF MATRITECH, AND THE EXCLUSIVE REMEDY OF
TIMM, WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT BY THE
PRODUCT, OR ANY PART THEREOF.

         5.6 Unauthorized Use. During the term of this Agreement, either party
shall promptly notify the other party in writing upon discovery of any
unauthorized use or infringement of the Product or any MATRITECH patent,
copyright, trademark or other intellectual property rights with respect thereto.
MATRITECH shall have the sole and exclusive right to bring an infringement
action or proceeding against a third party, and, in the event that MATRITECH
brings such an action or proceeding, TIMM shall cooperate and provide full
information and assistance to MATRITECH and its counsel in connection with any
such action or proceeding.



*[XXX] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
<PAGE>   15
                                      -15-


MATRITECH may, at its option settle any such action or proceeding so long as any
such settlement does not adversely affect TIMM's rights under this Agreement.

         5.7 Other Third-Party Claims. Except for Infringement Claims which
MATRITECH is obliged to settle or defend under this Section 5, in addition to
the claims for which TIMM will indemnify MATRITECH pursuant to Section 5.4
above, each of the parties agree to indemnify and hold the other party harmless
against any cost, loss, liability, or expense (including attorneys' fees)
arising out of, resulting from or relating to any breach of this Agreement
(including, without limitation, a breach by MATRITECH of its limited warranty
set forth in Section 7.1), provided that the indemnifying party is notified
promptly in writing of the claim, has sole control over its defense or
settlement, and the party seeking indemnification provides reasonable assistance
in the defense of the same. Each party agrees, that it will not settle any such
claims, unless such settlement does not adversely affect the other party's
rights under this Agreement.

         5.8 Insurance. The parties have and shall maintain at least $2 million
of insurance with a financially sound carrier subject to availability on
commercially reasonable terms, against any and all losses, claims, damages and
costs described in Sections 5.7 and 7.1 hereof.

         5.9 Identification of Proprietary. All packaging and documentation for
the Product shall include a notation acknowledging MATRITECH's patent rights in
the Product.

         5.10 Trademarks and Trade Names.

         (a) the Product shall be sold in the Territory only under the
trademarks, marks and trade names that MATRITECH may adopt from time to time
("Trademarks"). During the term of this Agreement, TIMM shall have the right to
advertise the Product under the Trademarks. TIMM shall not alter or remove any
Trademarks applied at the factory to the Product, packages, labeling or other
materials contained therein. Nothing herein shall grant to TIMM any right, title
or interest in the Trademarks. If during the terms of this Agreement TIMM
challenges (or assists others to challenge) the validity or ownership of any
Trademarks owned by MATRITECH as of the date of this Agreement, then MATRITECH
may by immediate notice to TIMM terminate this Agreement.

         (b) All representations of the Trademarks that TIMM intends to use
shall first be submitted to MATRITECH for approval, which approval shall not be
unreasonably withheld. TIMM shall promptly provide to MATRITECH a sample copy of
all advertising and promotional
<PAGE>   16
                                      -16-


materials prepared by TIMM in connection with the sale of the Product. TIMM
shall develop standard marketing materials including descriptions of the use of
the Product for approval by MATRITECH.

         (c) Upon termination of this Agreement for any reason, TIMM shall
discontinue the use of MATRITECH's trademarks; provided that, for a period of
three (3) months following such termination, TIMM may sell the Product bearing
MATRITECH's trademarks which are held by TIMM in stock at the time of
termination of this Agreement.

                      ARTICLE VI - CONFIDENTIAL INFORMATION

         6.1 Treatment of Confidential Information. Each party hereto shall
maintain all confidential or proprietary information of the other party
including, without limitation, all confidential or proprietary Technical
Information ("Confidential Information") in confidence, and shall not disclose,
divulge or otherwise communicate such Confidential Information to others, or use
it for any purpose, except pursuant to, and in order to carry out, the terms and
objectives of this Agreement, and hereby agrees to exercise every reasonable
precaution to prevent and restrain the unauthorized disclosure of such
Confidential Information by any of its directors, officers, employees,
consultants, subcontractors, sublicensees, agents, or Affiliates. The
Confidential Information of each party includes information about third parties
disclosed by one party to this Agreement to the other party to this Agreement.

         6.2 Release from Restrictions. The provisions of Section 6.1 shall not
apply to any Confidential Information disclosed hereunder which:

                  (a) was known or used by the receiving party prior to its date
of disclosure to the receiving party, as evidenced by the prior written records
of the receiving party; or

                  (b) either before or after the date of disclosure to the
receiving party is lawfully disclosed to the receiving party by an independent,
unaffiliated third party rightfully in possession of the Confidential
Information; or

                  (c) either before or after the date of the disclosure to the
receiving party becomes published or generally known to the public through no
fault or omission on the part of the receiving party or its Affiliates and under
no obligation of confidentiality; or

                  (d) is required to be disclosed by the receiving party to
comply with applicable laws, to defend or prosecute litigation or, as provided
herein, to comply with governmental
<PAGE>   17
                                      -17-


regulations, provided that the receiving party provides prior written notice of
such disclosure to the other party and takes reasonable and lawful actions to
avoid and/or minimize the degree of such disclosure.

                            ARTICLE VII - WARRANTIES

         7.1 Warranty to End-Users. MATRITECH gives a limited warranty to TIMM
and to the end-users of the Product that the Product conforms to the labeling
supplied by MATRITECH until the date of expiration of the Product. MATRITECH
specifically disclaims (on the part of MATRITECH and its suppliers) all other
conditions, warranties and other terms relating to the Product. TIMM shall not
give (or purport to give) or enter into (or purport to enter into) on behalf of
MATRITECH any representation, condition, warranty or other term in relation to
the Product. TIMM will indemnify MATRITECH against all liabilities relating to
the Product and against all costs and expenses associated with claims in respect
of such liabilities to the extent that the liabilities result from a breach by
TIMM of the terms of the preceding sentence of this Section 7.1.

         7.2 Disclaimer of Warranty. EXCEPT FOR THE WARRANTY PROVIDED FOR IN
SECTIONS 5.1 AND 7.1 ABOVE, MATRITECH DISCLAIMS ANY AND ALL WARRANTIES OR
CONDITIONS OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING THOSE FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE AND/OR AGAINST INFRINGEMENT, WHICH ARE EXPRESSLY EXCLUDED.

                           ARTICLE VIII - TERMINATION

         8.1 Term. This Agreement shall remain in effect for a term of six (6)
years after First Delivery, unless earlier terminated in accordance with the
provisions of this Article VIII. The term of this Agreement shall be
automatically renewed for one or more additional one (1)-year terms unless
either party notifies the other party in writing of its intention not to renew
at least ninety (90) days prior to the end of the term (including any renewal
thereof) of this Agreement. In the event that FDA clearance for the Product is
not obtained by December 31, 2002, then either party may terminate this
Agreement upon written notice to the other party. If either party elects to
terminate this Agreement pursuant to the preceding sentence of this Section 8.1,
MATRITECH shall within fifteen (15) days after the effective date of
termination, terminate any
<PAGE>   18
                                      -18-


stop transfer order with its transfer agent and remove any restrictive legends
on the Shares of Common Stock purchased by TIMM pursuant to Section 3.2 hereof,
thereby permitting TIMM to sell the Shares immediately subject to compliance
with Rule 144.

         8.2 Termination for Breach, etc.

         (a) Any party not then in default under this Agreement shall be
entitled to terminate this Agreement by written notice to the other party in the
event that the other party shall be in default of any money payment or other
material obligations hereunder, (i) thirty (30) days after notice of any money
payment default if the defaulting party shall have failed to remedy such default
within such 30-day period, (ii) sixty (60) days after notice of any other
default capable of cure, if the defaulting party shall have failed to remedy
such default within such 60-day period, and (iii) immediately upon any breach
that is incapable of cure.

         (b) In addition, this Agreement may be terminated immediately upon
written notice (i) as provided in Sections 2.3, hereof, or (ii) in case of
either party's insolvency, dissolution, termination of existence or the
appointment of a custodian or receiver for such party if such appointment is not
dismissed within thirty (30) days or the institution by such party of a
proceeding in bankruptcy, reorganization, receivership, insolvency or other
similar law affecting the right of creditors proceeding in bankruptcy,
reorganization, receivership, insolvency or other similar law, and if such
proceeding is not dismissed within thirty (30) days of filing.

         8.3 Duties Upon Termination.

         (a) In the event of the expiration or termination of this Agreement
pursuant to this Article VIII for any reason whatsoever:

                  (i) TIMM shall cease, as soon as is practicable from acting as
         distributor of the Product and abstain from making further sales of the
         Product except as set forth in 5.10(c) hereof;

                  (ii) Both parties shall cooperate with each other in
         completing all outstanding obligations to the other, including the
         fulfillment of each warranty term and condition under this Agreement;
         and

                  (iii) Upon expiration of the three (3) month period after
         termination of this Agreement, TIMM shall not dispose of any Product
         purchased from MATRITECH except to MATRITECH or to a company appointed
         by MATRITECH.
<PAGE>   19
                                      -19-


         (b) No termination or expiration of this Agreement shall relieve either
party of any then-accrued payment, offset or obligation. Any and all such
payments, offsets or other obligations accrued hereunder as of the date of
termination or expiration shall remain due and payable in accordance with the
terms hereof. In event of termination, TIMM shall have no further obligation
with respect to marketing efforts, as set forth in Section 4.16 of this
Agreement.

         (c) Notwithstanding any termination or expiration of this Agreement,
the obligations of the parties contained in Articles V, VI and IX and in
Sections 3.4, 4.14, 7.1, 7.2, 8.4, 10.3, 10.10 and this Section 8.3 with respect
to events occurring prior to the effective date of such termination or
expiration, shall survive and continue to be enforceable.

         (d) Upon any termination of this Agreement each party shall promptly
return to the other party all written Confidential Information, and all copies
thereof, of the other party or at the discretion of the requested party, certify
that all such Confidential Information has been destroyed. In addition, if
MATRITECH terminates this Agreement as a result of material breach by TIMM, TIMM
shall deliver to MATRITECH a list of its customers who have purchased the
Product within the preceding 24 months and the quantities purchased by them.

         8.4 Non-Competition. TIMM will be precluded from, directly or
indirectly, selling or marketing a device or product that is competitive with
the Product during the term of this Agreement and for a period of two (2) years
following termination of the Agreement: (a) by TIMM, in the absence of a
material breach by MATRITECH; or (b) by MATRITECH, pursuant to a material breach
by TIMM.

                      ARTICLE IX - LIMITATION OF LIABILITY

         9.1 Liability Upon Termination. Except as otherwise expressly provided
in this Agreement, in the event of (a) the expiration of this Agreement in
accordance with its terms or (b) the termination by either party in accordance
with any of the provisions of this Agreement, neither party shall be liable to
the other, because of such expiration or termination, for compensation,
reimbursement or damages on account of the loss of prospective profits or
anticipated sales or on account of expenditures, inventory, investments, leases
or commitments in connection with the business or goodwill of MATRITECH or TIMM.
Except as otherwise
<PAGE>   20
                                      -20-


provided in Section 9.2(c) expiration or termination shall not, however, relieve
either party of obligations incurred prior to the expiration or termination.

         9.2 Liability for Breach.

         (a) Except as provided in Section 4.4(b), Article V or Section 9.2(b)
and except for breach by MATRITECH of any of its obligations under Section 2.3,
Section 3.4(d), Section 4.1 or Section 6.1, in the event of any breach by
MATRITECH of any of its obligations hereunder, TIMM's sole and exclusive remedy
shall be (i) an equitable adjustment in price of Product subsequently purchased
by TIMM, as may be agreed to by the parties, or (ii) failing any agreement,
return to Matritech, at MATRITECH's expense, of all or any portion of the
Product remaining in TIMM's possession for a refund of the purchase price paid
by TIMM, plus all applicable shipping expenses.

         (b) The limitations on MATRITECH's liability set forth in Section
9.2(a) shall not apply in the event that during the term of this Agreement (or
any extension thereof) MATRITECH (or any successor or assign) willfully breaches
or repudiates its obligation hereunder to accept or ship Product ordered by TIMM
when MATRITECH (or such other party) is reasonably able to do so, subject to the
terms hereof, and TIMM is not in breach of its obligations hereunder.

         (c) In the event of a breach by TIMM of its obligations under Section
3.1 or its obligations under Section 4.2, MATRITECH's sole and exclusive remedy
shall be to terminate this Agreement pursuant to Section 8.2(a), and TIMM shall
have no ongoing obligation or liability to MATRITECH for any marketing fees or
minimum purchase commitments contemplated by those sections.

         9.3 Liability for Other Damages. EXCEPT FOR (a) LOSSES INCURRED BY TIMM
AS A RESULT OF THE BREACH BY MATRITECH OF ITS OBLIGATIONS UNDER SECTION 2.3,
SECTION 3.4(d), SECTION 4.1 OR SECTION 6.1, AND (b) ANY INDEMNIFICATION
OBLIGATION OF MATRITECH ARISING UNDER SECTION 5.7, MATRITECH'S TOTAL LIABILITY
ARISING OUT OF THIS AGREEMENT, THE TERMINATION THEREOF, AND/OR SALE OF THE
PRODUCT HEREUNDER, SHALL BE LIMITED TO THE AMOUNT HAVING THEN ACTUALLY BEEN PAID
BY TIMM TO MATRITECH UNDER THIS AGREEMENT. EXCEPT FOR PRODUCT SUPPLIED TO
<PAGE>   21
                                      -21-


TIMM TO REPLACE PRODUCT THAT DOES NOT CONFORM TO MATRITECH'S LIMITED WARRANTY
UNDER SECTION 7.1, IN NO EVENT SHALL MATRITECH BE LIABLE FOR COSTS OF SUBSTITUTE
PRODUCTS. EXCEPT FOR ANY INDEMNIFICATION OBLIGATION OF MATRITECH ARISING UNDER
SECTION 5.7, IN NO EVENT SHALL MATRITECH BE LIABLE TO TIMM FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, MULTIPLE OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE
OR OTHERWISE, AND WHETHER OR NOT MATRITECH HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. MATRITECH'S LIMITATION
OF LIABILITY IS CUMULATIVE, WITH ALL MATRITECH'S EXPENDITURES BEING AGGREGATED
TO DETERMINE SATISFACTION OF THE LIMIT. IN NO EVENT SHALL ANY SUPPLIERS OF
MATRITECH BE LIABLE TO TIMM FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER
DAMAGES ARISING OUT OF THIS AGREEMENT, AND TIMM AGREES TO PURSUE ANY CLAIMS THAT
IT MAY HAVE SOLELY AGAINST MATRITECH.

                            ARTICLE X - MISCELLANEOUS

         10.1 Publicity. Either party may publicize or announce this Agreement
and the existence of an arrangement between the parties, provided that such
party shall provide the other party with a copy of any written materials to be
used therefor sufficiently prior to publication for the other party to comment
on and make reasonable changes thereto. Except as permitted under Section 5.10
hereof, neither party shall use the other party's name, trademarks or service
marks without the other party's prior written consent.

         10.2 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by either party without the prior written
consent of the other party, except to a party who or which acquires all or
substantially all of the business of the assigning party by merger, sale of
assets or otherwise.

         10.3 Governing Law and Jurisdiction. This Agreement shall be governed
by and interpreted in accordance with the laws of the Commonwealth of
Massachusetts without regard
<PAGE>   22
                                      -22-


to its conflict of law principles. Any lawsuit against MATRITECH shall be
brought in the federal district court in Boston, Massachusetts and any lawsuit
against TIMM shall be brought in the federal district court in Minneapolis,
Minnesota. Each party consents to personal jurisdiction and venue in such
courts. Process may be served on either party by using the notice provisions of
Section 10.6 below. The prevailing party in any legal action brought by one
party against the other and arising out of this Agreement shall be entitled, in
addition to any other rights and remedies it may have, to reimbursement for its
expenses, including court costs and reasonable attorneys' fees.

         10.4 Force Majeure. In the event that either party is prevented from
performing or is unable to perform any of its obligations under this Agreement
due to any act of God; fire; casualty; flood; war; strike; lockout; failure of
public utilities; injunction or any act, exercise, assertion or requirement of
governmental authority, including any governmental law, order or regulation
permanently or temporarily prohibiting or reducing the manufacture, use or sale
of Product; epidemic; destruction of production facilities; riots; insurrection;
inability to procure or use materials, labor, equipment, transportation or
energy sufficient to meet manufacturing needs; or any other cause beyond the
reasonable control of the party invoking this Section 10.4 if such party shall
have used its reasonable best efforts to avoid such occurrence, such party shall
give notice to the other party in writing promptly, and thereupon the affected
party's performance shall be excused and the time for performance shall be
extended for the period of delay or inability to perform due to such occurrence.

         10.5 Waiver. The waiver by either party of a breach or a default of any
provision of this Agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or any other provision, nor shall
any delay or omission on the part of either party to exercise or avail itself of
any right, power or privilege that it has or may have hereunder operate as a
waiver of any right, power or privilege by such party.

         10.6 Notices. Any notice or other communication in connection with this
Agreement must be in writing by mail, certified, return receipt requested, by
electronic facsimile transmission or by courier service and shall be effective
when delivered to the addressee at the address listed below or such other
address as the addressee shall have specified in a notice actually received by
the addressor.
<PAGE>   23
                                      -23-


                  If to MATRITECH:

                        330 Nevada Street
                        Newton, MA 02460
                        Attention:  David L. Corbet, President & COO

                        With a copy to:

                        Testa, Hurwitz & Thibeault, LLP
                        125 High Street
                        Boston, MA  02110
                        Attention:  Rufus C. King, Esq.

                  If to TIMM:

                        6585 City West Parkway
                        Eden Prairie, MN 55344
                        Attention:  Gerald Mattys, President & CEO

                        With a copy to:

                        Dorsey & Whitney LLP
                        Pillsbury Center South
                        220 South Sixth Street
                        Minneapolis, MN  55402-1498
                        Attention:  Michael Trucano, Esq.


         10.7 Independent Contractors. The relationship of MATRITECH and TIMM
established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed to (a) give either party the
power to direct and control the day-to-day activities of the other, (b)
constitute the parties as partners, joint venturers, co-owners or otherwise as
participants in a joint or common undertaking, or (c) allow the parties to
create or assume any obligation on behalf of the other party for any purpose
whatsoever. All financial obligations associated with either party's business
are the sole responsibility of that party. Each party shall be solely
responsible for, and shall indemnify and hold the other party free and harmless
from, any and all claims, damages or lawsuits (including the other party's
reasonable attorneys' fees) arising out of the first party's negligent acts and
the negligent acts of its employees or agents.
<PAGE>   24
                                      -24-


         10.8 Entire Agreement. This Agreement contains the full understanding
of the parties with respect to the subject matter hereof and supersedes all
prior understandings and writings relating thereto. No waiver, alteration or
modification of any of the provisions hereof shall be binding unless made in
writing and signed by the parties by their respective officers thereunto duly
authorized. The terms and conditions on any TIMM purchase orders shall not
apply. Any restrictive endorsement on any check or any instrument of payment to
MATRITECH which purports to alter this Agreement or any of the parties' rights
shall be of no force and effect, and the payee party shall be free to negotiate
such checks notwithstanding such void endorsement.

         10.9 Headings. The headings contained in this Agreement are for
convenience of reference only and shall not be considered in construing this
Agreement.

         10.10 Severability. In the event that any provision of this Agreement
is held by a court of competent jurisdiction to be unenforceable because it is
invalid or in conflict with any law of any relevant jurisdiction, the validity
of the remaining provisions shall not be affected. MATRITECH and TIMM agree to
replace any invalid provision with a valid provision which most closely
approximates the intent and economic effect of the invalid provision.

         10.11 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and permitted
assigns.

         10.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>   25
                                      -25-


      IN WITNESS WHEREOF, the parties hereto have caused this Distribution
Agreement to be executed as a sealed instrument in their names by their properly
and duly authorized officers or representatives as of the date first above
written.

                                          MATRITECH, INC.


                                          By: /s/ David L. Corbet
                                             -------------------------------
                                          Title: President & COO
                                                 ---------------------------



                                          TIMM MEDICAL TECHNOLOGIES, INC.


                                          By: /s/ Gerald R. Mattys
                                             -------------------------------
                                          Title: President & CEO
                                                 ---------------------------




















</TEXT>
</DOCUMENT>
