Exhibit 10.4  RESTRICTED STOCK AGREEMENT  NEUROMETRIX, INC.  AGREEMENT
made as of the       day of
            , 20XX
(the Grant Date), between NeuroMetrix Inc. (the Company), a Delaware corporation having its
principal place of business in Waltham, Massachusetts and
                        
(the Participant).  WHEREAS,
the Company has adopted the Third Amended and Restated 2004 Stock Option and
Incentive Plan (the Plan) to promote the interests of the Company by
providing an incentive for employees, directors and consultants of the Company
or its Subsidiaries;  WHEREAS,
pursuant to the provisions of the Plan, the Company desires to offer to the
Participant a Restricted Stock Award to purchase shares of the Companys common
stock, $0.0001 par value per
share (Common Stock), in accordance with the provisions of the Plan, all on
the terms and conditions hereinafter set forth;  WHEREAS,
the Participant wishes to accept said offer; and  WHEREAS,
the parties hereto understand and agree that any terms used and not defined
herein have the meanings ascribed to such terms in the Plan.  NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:  1.             Terms of Restricted Stock Award.  The Participant hereby accepts the offer of
the Company to issue to the Participant, in accordance with the terms of the
Plan and this Agreement,                                 
(            )Shares of
the Companys Common Stock (such shares, subject to adjustment pursuant to Section 3(b) of
the Plan and Section 2(h) hereof, the Granted Shares) at a purchase
price per share of $0.0001 (the Purchase Price), receipt of which is hereby
acknowledged by the Participants prior service to the Company and which amount
will be reported as income on the Participants W-2 for this calendar year.  2.             Forfeiture Provisions.  (a)           Lapsing Forfeiture Right.  In the event that for any reason the
Participant is no longer an employee or consultant of the Company or a
Subsidiary prior to
            , 20XX
(the Termination), the Participant shall, on the date of Termination,
immediately forfeit to the Company all of the Granted Shares which have not yet
lapsed in accordance with the schedule set forth below (the Lapsing Forfeiture
Right) except as otherwise set forth in Section 2(b) or (c).  The Companys Lapsing Forfeiture Right is as
follows:  The
Granted Shares will vest and no longer be subject to the Companys Lapsing
Forfeiture Right with respect to 25% of the Granted Shares on
            , 20XX
and an additional 1/16th of the Granted Shares on each
            ,
            ,
             and
             thereafter
until             ,
20XX; provided that the total number of Shares for which the Lapsing Forfeiture
Right expires will be rounded down on each date to the nearest whole Share.  Accordingly,
for the avoidance of doubt:


(i)            if the Participants
termination is prior to
            , 20XX,
100% of the Granted Shares shall be forfeited to the Company;  (ii)           if the Participants
termination is on or after
            , 20XX,
but prior to
            , 20XX,
75% of the Granted Shares shall be forfeited to the Company;  (iii)          if the Participants
termination is on or after
            , 20XX,
but prior to
            , 20XX,
68.75% of the Granted Shares shall be forfeited to the Company;  (iv)          if the Participants
termination is on or after
            , 20XX,
but prior to
            , 20XX,
62.50% of the Granted Shares shall be forfeited to the Company;  (v)           if the Participants
termination is on or after
            , 20XX,
but prior to
            , 20XX,
56.25% of the Granted Shares shall be forfeited to the Company;  (vi)          if the Participants
termination is on or after
            , 20XX,
but prior to
            , 20XX,
50% of the Granted Shares shall be forfeited to the Company.  And
so forth until on or after
            , 20XX
at which time all Granted Shares shall no longer be subject to the Companys
Lapsing Forfeiture Right.  (b)           Termination
Due to Death.  If the Participants
employment terminates by reason of death, the Companys Lapsing Forfeiture
Right shall terminate as to all of the Granted Shares then subject.  (c)           Termination
Due to Disability.  If the
Participants employment terminates by reason of disability (as determined by
the Administrator), the Companys Lapsing Forfeiture Right shall terminate as
to all of the Granted Shares then subject.  (d)           Effect
of a For Cause Termination. 
Notwithstanding anything to the contrary contained in this Agreement, in
the event the Company or a Subsidiary terminates the Participants employment
or service for cause(for
purposes hereof, cause shall mean a vote by the Board of Directors resolving
that the Participant shall be dismissed as a result of (i) any material
breach by the Participant of any agreement between the Participant and the
Company; (ii) the conviction of or plea of nolo contendere by the
Participant to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by
reason of disability) by the Participant of the Participants duties to the
Company) or in the event the Board of Directors determines, within one year
after the Participants termination, that either prior or subsequent to the
Participants termination the Participant engaged in conduct that would
constitute cause, all of the Granted Shares (regardless of whether they are
then subject to the Companys Lapsing Forfeiture Right) then held by the
Participant shall be forfeited to the Company immediately as of the time the
Participant is notified that he or she has been terminated for cause or that
he or she engaged in conduct which would constitute cause.  The
Administrators determination of the reason for termination of the Participants
employment shall be conclusive and binding on the Participant and his or her
representatives or legatees.  (e)           Escrow.  The certificates representing all Granted
Shares acquired by the Participant hereunder which from time to time are
subject to the Lapsing Forfeiture Right shall be delivered to the Company and
the Company shall hold such Granted Shares in escrow as provided in this Section 2(e).  Upon the request of the Participant, the Company shall promptly release from
escrow and deliver to the Participant the whole number of Granted Shares, if
any, as to which the Companys Lapsing  2


Forfeiture Right has lapsed and without the legend
set forth in Section 5.In the event of forfeiture to the Company of
Granted Shares subject to the Lapsing Forfeiture Right, the Company shall
release from escrow and cancel a certificate for the number of Granted Shares
so forfeited.  Any securities distributed
in respect of the Granted Shares held in escrow, including, without limitation,
shares issued as a result of stock splits, stock dividends or other
recapitalizations, shall also be held in escrow in the same manner as the
Granted Shares.  (f)            Prohibition on Transfer.  The Participant recognizes and agrees that
all Granted Shares which are subject to the Lapsing Forfeiture Right may not be
sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise
disposed of, whether voluntarily or by operation of law, other than to the
Company. The
Company shall not be required to transfer any Granted Shares on its books which
shall have been sold, assigned or otherwise transferred in violation of this Section 2(f),
or to treat as the owner of such Granted Shares, or to accord the right to vote
as such owner or to pay dividends to, any person or organization to which any
such Granted Shares shall have been so sold, assigned or otherwise transferred,
in violation of this Section 2(f).  (g)           Failure to Deliver Granted Shares
to be Forfeited.  In the event that
the Granted Shares to be forfeited to the Company under this Agreement are not
in the Companys possession pursuant to Section 2(e) above or
otherwise and the Participant fails to deliver such Granted Shares to the
Company, the Company may immediately take such action as is appropriate to
transfer record title of such Granted Shares from the Participant to the
Company and treat the Participant and such Granted Shares in all respects as if
delivery of such Granted Shares had been made as required by this
Agreement.  The Participant hereby
irrevocably grants the Company a power of attorney which shall be coupled with
an interest for the purpose of effectuating the preceding sentence.  3.             Securities
Law Compliance.  The Participant
specifically acknowledges and agrees that any sales of Granted Shares shall be
made in accordance with the requirements of the 1933 Act.  4.             Rights as a Stockholder.  The Participant shall have all the rights of
a stockholder with respect to the Granted Shares, including voting and dividend
rights, subject to the transfer and other restrictions set forth herein and in
the Plan.  5.             Legend.  In addition to any legend required pursuant
to the Plan, all certificates representing the Granted Shares to be issued to
the Participant pursuant to this Agreement shall have endorsed thereon a legend
substantially as follows:  The
shares represented by this certificate are subject to restrictions set forth in
a Restricted Stock Agreement dated as of
            , 20XX
with this Company, a copy of which Agreement is available for inspection at the
offices of the Company or will be made available upon request.  6.             Incorporation of the Plan.  The Participant specifically understands and
agrees that the Granted Shares issued under the Plan are being sold to the
Participant pursuant to the Plan, a copy of which Plan the Participant
acknowledges he or she has read and understands and by which Plan he or she
agrees to be bound.  The provisions of
the Plan are incorporated herein by reference.  7.             Tax Liability of the Participant
and Payment of Taxes.  The
Participant acknowledges and agrees that any income or other taxes due from the
Participant with respect to the Granted Shares issued pursuant to this
Agreement, including, without limitation, the Lapsing Forfeiture Right, shall
be the Participants responsibility. 
Without limiting the foregoing, the Participant agrees that, to the
extent that the lapsing of restrictions on disposition of any of the Granted
Shares or the declaration of dividends on any such shares before the lapse of
such restrictions on disposition results in the Participants being  3


deemed
to be in receipt of earned income under the provisions of the Code, the Company
shall be entitled to immediate payment from the Participant of the amount of
any tax required to be withheld by the Company.  In connection with the foregoing, the Participant agrees that if an
arrangement to pay the withholding obligation in cash has not been received by
the Company prior to the date that Granted Shares shall be released from the
Lapsing Forfeiture Right, the Company shall authorize a registered broker (the Broker)
to sell on such date such number of Granted Shares otherwise deliverable to the
Participant on that date as the Company instructs the Broker to sell to satisfy
the Companys withholding obligation, after deduction of the Brokers
commission, and the Broker shall remit to the Company the cash necessary in
order for the Company to satisfy its withholding obligation.  If such sale is not sufficient to pay the
withholding obligation the Participant agrees to pay to the Company as soon as
practicable, including through additional payroll withholding, the amounts that
are not satisfied by the sale of shares of Common Stock.  The Participant agrees to hold the Company
and the Broker harmless from all costs, damages or expenses relating to any
such sale.  The Participant acknowledges
that the Company and the Broker are under no obligation to arrange for such
sale at any particular price.  In
connection with such sale of Granted Shares, the Participant shall execute any
such documents requested by Broker in order to effectuate the sale of the
Granted Shares and payment of the withholding obligation to the Company.  The Company shall not deliver any of the
Granted Shares to the Participant until all withholdings have been made.  The Participant acknowledges that this
paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under
the Exchange Act of 1934, as amended. 
Notwithstanding the foregoing, the Company shall have the right to
require the withholding obligation to be made in cash instead of through the
sale of shares of Common Stock if it reasonably believes that the sale of
shares would violate applicable securities laws.  Upon execution of this Agreement, the Participant may file an election
under Section 83 of the Code.  The
Participant acknowledges that if he does not file such an election, as the
Granted Shares are released from the Lapsing Forfeiture Right in accordance
with Section 2, the Participant will have income for tax purposes equal to
the fair market value of the Granted Shares at such date, less the price paid
for the Granted Shares by the Participant.  8.             Equitable Relief.  The Participant specifically acknowledges and
agrees that in the event of a breach or threatened breach of the provisions of
this Agreement or the Plan, including the attempted transfer of the Granted
Shares by the Participant in violation of this Agreement, monetary damages may
not be adequate to compensate the Company, and, therefore, in the event of such
a breach or threatened breach, in addition to any right to damages, the Company
shall be entitled to equitable relief in any court having competent
jurisdiction.  Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for any such breach or threatened breach.  9.             No Obligation to Maintain
Relationship.  The Company is not by
the Plan or this Agreement obligated to continue the Participant as an employee
or consultant of the Company or a Subsidiary. 
The Participant acknowledges:  (i) that
the Plan is discretionary in nature and may be suspended or terminated by the
Company at any time; (ii) that the grant of the Shares is a one-time
benefit which does not create any contractual or other right to receive future
grants of shares, or benefits in lieu of shares; (iii) that all
determinations with respect to any such future grants, including, but not
limited to, the times when shares shall be granted, the number of shares to be
granted, the purchase price, and the time or times when each share shall be
free from a lapsing forfeiture right, will be at the sole discretion of the
Company; (iv) that the Participants participation in the Plan is
voluntary; (v) that the value of the Shares is an extraordinary item of
compensation which is outside the scope of the Participants employment
contract, if any; and (vi) that the Shares are not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.  4


10.           Notices.  Any notices required or permitted by the
terms of this Agreement or the Plan shall be given by recognized courier
service, facsimile, registered or certified mail, return receipt requested,
addressed as follows:  If to the Company:  NeuroMetrix, Inc. 62
Fourth Avenue Waltham,
MA 02451 Attn:
Stock Administrator  If to the Participant:    or
to such other address or addresses of which notice in the same manner has
previously been given.  Any such notice
shall be deemed to have been given on the earliest of receipt, one business day
following delivery by the sender to a recognized courier service, or three
business days following mailing by registered or certified mail.  11.           Benefit of Agreement.  Subject to the provisions of the Plan and the
other provisions hereof, this Agreement shall be for the benefit of and shall
be binding upon the heirs, executors, administrators, successors and assigns of
the parties hereto.  12.           Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law
principles thereof.  For the purpose of
litigating any dispute that arises under this Agreement, whether at law or in
equity, the parties hereby consent to exclusive jurisdiction in Massachusetts
and agree that such litigation shall be conducted in the courts of the
Commonwealth of Massachusetts or the federal courts of the United States for
the District of Massachusetts.  13.           Severability.  If any provision of this Agreement is held to
be invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such
provision valid and enforceable, and to the extent that this is impossible,
then such provision shall be deemed to be excised from this Agreement, and the
validity, legality and enforceability of the rest of this Agreement shall not
be affected thereby.  14.           Entire Agreement.  This Agreement, together with the Plan,
constitutes the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings relating to the subject matter
hereof.  No statement, representation,
warranty, covenant or agreement not expressly set forth in this Agreement shall
affect or be used to interpret, change or restrict the express terms and provisions
of this Agreement provided, however, in any event, this Agreement shall be
subject to and governed by the Plan.  15.           Modifications and Amendments;
Waivers and Consents.  The terms and
provisions of this Agreement may be modified or amended as provided in the
Plan.  Except as provided in the Plan,
the terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted,  5


only
by written document executed by the party entitled to the benefits of such
terms or provisions.  No such waiver or
consent shall be deemed to be or shall constitute a waiver or consent with
respect to any other terms or provisions of this Agreement, whether or not
similar.  Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or consent.  16.           Consent of Spouse/Domestic Partner.  If the Participant has a spouse or domestic
partner as of the date of this Agreement, the Participants spouse or domestic
partner shall execute a Consent of Spouse/Domestic Partner in the form of Exhibit A
hereto, effective as of the date hereof. 
Such consent shall not be deemed to confer or convey to the spouse or
domestic partner any rights in the Granted Shares that do not otherwise exist
by operation of law or the agreement of the parties.  If the Participant subsequent to the date
hereof, marries, remarries or applies to the Company for domestic partner
benefits, the Participant shall, not later than 60 days thereafter, obtain his
or her new spouse/domestic partners acknowledgement of and consent to the
existence and binding effect of all restrictions contained in this Agreement by
having such spouse/domestic partner execute and deliver a Consent of
Spouse/Domestic Partner in the form of Exhibit A.  17.           Counterparts.  This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  18.           Data Privacy.  By entering into this Agreement, the
Participant:  (i) authorizes the
Company and each Subsidiary, and any agent of the Company or any Subsidiary administering
the Plan or providing Plan record keeping services, to disclose to the Company
or any of its Subsidiaries such information and data as the Company or any such
Subsidiary shall request in order to facilitate the grant of Shares and the
administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the
Company and each Subsidiary to store and transmit such information in
electronic form.  [THE NEXT PAGE IS THE SIGNATURE PAGE]  6


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.  NEUROMETRIX,
  INC.By:Name:Title:Participant:Print Name:  7


EXHIBIT A  CONSENT OF SPOUSE/DOMESTIC PARTNER  I,
                                                        ,
spouse or domestic partner of
                                                  ,
acknowledge that I have read the RESTRICTED STOCK AGREEMENT dated as of
            , 20XX
(the Agreement) to which this Consent is attached as Exhibit A and that
I know its contents.  Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Agreement.  I am aware that by its
provisions the Granted Shares granted to my spouse/domestic partner pursuant to
the Agreement are subject to a Lapsing Forfeiture Right in favor of NeuroMetrix, Inc.
(the Company) and that, accordingly, I may be required to forfeit to the
Company any or all of the Granted Shares of which I may become possessed as a
result of a gift from my spouse/domestic partner or a court decree and/or any
property settlement in any domestic litigation.  I
hereby agree that my interest, if any, in the Granted Shares subject to the
Agreement shall be irrevocably bound by the Agreement and further understand
and agree that any community property interest I may have in the Granted Shares
shall be similarly bound by the Agreement.  I
agree to the Lapsing Forfeiture Right described in the Agreement and I hereby
consent to the forfeiture of the Granted Shares to the Company by my
spouse/domestic partner or my spouse/domestic partners legal representative in
accordance with the provisions of the Agreement.  Further, as part of the consideration for the
Agreement, I agree that at my death, if I have not disposed of any interest of
mine in the Granted Shares by an outright bequest of the Granted Shares to my
spouse or domestic partner, then the Company shall have the same rights against
my legal representative to exercise its rights to the Granted Shares with
respect to any interest of mine in the Granted Shares as it would have had
pursuant to the Agreement if I had acquired the Granted Shares pursuant to a
court decree in domestic litigation.  I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN
THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT.  I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL
OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH
RIGHT.  Dated
as of the
              
day of
                                ,
20XX.   Print
  name:  A-1