**EXHIBIT 10.1****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (“Agreement”) is entered into as of                      byand between Xcorporeal, Inc. (“Company”), and                      (“Indemnitee”).**RECITALS**     A. It is important to the Company to attract and retain as directors the most capable personsreasonably available.     B. Indemnitee is becoming a director of the Company.     C. Both the Company and Indemnitee recognize the increased risk of litigation and other claimsbeing asserted against directors of companies in today’s environment.     D. The Company’s Certificate of Incorporation and By-laws (the “ConstituentDocuments”) provide that the Company will indemnify its directors and the Company’s By-lawsprovide that the Company will advance expenses in connection therewith, and Indemnitee’swillingness to serve as a director of the Company is based in part on Indemnitee’s reliance on suchprovisions.     E. In recognition of Indemnitee’s need for substantial protection against personal liabilityin order to enhance Indemnitee’s continued service to the Company in an effective manner, andIndemnitee’s reliance on the aforesaid provisions of the Constituent Documents, and to provideIndemnitee with express contractual indemnification (regardless of, among other things, anyamendment to or revocation of such provisions or any change in the composition of the Company’sBoard of Directors (the “Board”) or any acquisition or business combination transactionrelating to the Company), the Company wishes to provide in this Agreement for the indemnificationof and the advancement of Expenses to Indemnitee as set forth in this Agreement and, to the extentinsurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’and officers’ liability insurance policies.     NOW, THEREFORE, the parties hereby agree as follows:     1. Definitions. In addition to terms defined elsewhere herein, the following terms have thefollowing meanings when used in this Agreement with initial capital letters:          (a) “Affiliate” has the meaning given to that term in Rule 405 under the SecuritiesAct of 1933, provided, however, that for purposes of this Agreement the Company and itssubsidiaries will not be deemed to constitute Affiliates of Indemnitee or the Indemnitee.          (b) “Claim” means any threatened, pending or completed action, suit or proceeding, orany inquiry or investigation, whether instituted, made or conducted by the Company or any otherparty, including without limitation any governmental entity, that Indemnitee determines might leadto the institution of any such action, suit or proceeding, whether civil, criminal, administrative,arbitrative, investigative or other.
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          (c) “Expenses” includes attorneys’ and experts’ fees, expenses and charges and allother costs, expenses and obligations paid or incurred in connection with investigating,defending, being a witness in or participating in (including on appeal), or preparing to defend, bea witness in or participate in, any Claim.          (d) “Indemnifiable Losses” means any and all Expenses, damages, losses, liabilities,judgments, fines, penalties and amounts paid in settlement (including without limitation allinterest, assessments and other charges paid or payable in connection with or in respect of any ofthe foregoing) (collectively, “Losses”) relating to, resulting from or arising out of anyact or failure to act by the Indemnitee, or his or her status as any person referred to in clause(i) of this sentence, (i) in his or her capacity as a director, officer, employee or agent of theCompany, any of its Affiliates or any other entity as to which the indemnitee is or was serving atthe request of the Company as a director, officer, employee, member, manager, trustee or agent ofanother corporation, limited liability company, partnership, joint venture, trust or other entityor enterprise, whether or not for profit and (ii) in respect of any business, transaction or otheractivity of any entity referred to in clause (i) of this sentence.     2. Indemnification. The Company will indemnify and hold harmless Indemnitee, to thefullest extent permitted by the laws of the State of Delaware in effect on the date hereof or assuch laws may from time to time hereafter be amended to increase the scope of such permittedindemnification, against all Indemnifiable Losses relating to, resulting from or arising out of anyClaim. The failure by Indemnitee to notify the Company of such Claim will not relieve the Companyfrom any liability hereunder unless, and only to the extent that, the Company did not otherwiselearn of the Claim and such failure results in forfeiture by the Company of substantial defenses,rights or insurance coverage. Except as provided in Section 16, however, Indemnitee willnot be entitled to indemnification pursuant to this Agreement in connection with any Claiminitiated by Indemnitee against the Company or any director or officer of the Company unless theCompany has joined in or consented to the initiation of such Claim. If so requested by Indemnitee,the Company will advance within two business days of such request any and all Expenses toIndemnitee which Indemnitee determines reasonably likely to be payable, provided, however, thatIndemnitee will return, without interest, any such advance which remains unspent at the finalconclusion of the Claim to which the advance related.     3. Additional Expenses. Without limiting the generality or effect of the foregoing,the Company will indemnify Indemnitee against and, if requested by Indemnitee, will within twobusiness days of such request advance to Indemnitee, any and all attorneys’ fees and other Expensespaid or incurred by Indemnitee in connection with any Claim asserted or brought by Indemnitee for(i) indemnification or advance payment of Expenses by the Company under this Agreement or any otheragreement or under any provision of the Company’s Constituent Documents now or hereafter in effectrelating to Claims for Indemnifiable Losses and/or (ii) recovery under any directors’ and officers’liability insurance policies maintained by the Company, regardless of whether Indemniteeultimately is determined to be entitled to such indemnification, advance expense payment orinsurance recovery, as the case may be.     4. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreementto indemnification by the Company for some or a portion of any Indemnifiable Loss but not for allof the total amount thereof, the Company will nevertheless indemnify Indemnitee
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for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any otherprovision of this Agreement, to the extent that Indemnitee has been successful on the merits orotherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Loss orin defense of any issue or matter therein, including without limitation dismissal withoutprejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith.In connection with any determination as to whether Indemnitee is entitled to be indemnifiedhereunder, there will be a presumption that Indemnitee is so entitled, which presumption theCompany may overcome only by its adducing clear and convincing evidence to the contrary.     5. No Other Presumption. For purposes of this Agreement, the termination of any Claimby judgment, order, settlement (whether with or without court approval) or conviction, or upon aplea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did notmeet any particular standard of conduct or have any particular belief or that a court hasdetermined that indemnification is not permitted by applicable law.     6. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to anyother rights Indemnitee may have under the Constituent Documents, or the substantive laws of theCompany’s jurisdiction of incorporation, any other contract or otherwise (collectively, “OtherIndemnity Provisions”); provided, however, that (i) to the extent that Indemnitee otherwisewould have any greater right to indemnification under any Other Indemnity Provision, Indemniteewill be deemed to have such greater right hereunder and (ii) to the extent that any change is madeto any Other Indemnity Provision which permits any greater right to indemnification than thatprovided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greaterright hereunder. The Company will not adopt any amendment to any of the Constituent Documents theeffect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification underthis Agreement or any Other Indemnity Provision.     7. Liability Insurance. To the extent the Company maintains an insurance policy orpolicies providing directors’ and officers’ liability insurance, Indemnitee will be covered by suchpolicy or policies, in accordance with its or their terms, to the maximum extent of the coverageavailable for any director of the Company. The Company will not be required to create a trustfund, grant a security interest, obtain a letter of credit, or use other means to ensure thepayment of such amounts as may be necessary to satisfy its obligations to indemnify and advanceexpenses pursuant to this Agreement.     8. Subrogation. In the event of payment under this Agreement, the Company will besubrogated to the extent of such payment to all of the related rights of recovery of Indemniteeagainst other persons or entities (other than Indemnitee’s successors). The Indemnitee willexecute all papers reasonably required to evidence such rights of recovery (all of Indemnitee’sreasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or,at the option of Indemnitee, advanced by the Company).     9. No Duplication of Payments. The Company will not be liable under this Agreement tomake any payment in connection with any Indemnifiable Loss made against Indemnitee to the extentIndemnitee has otherwise actually received payment (net of Expenses incurred in connectiontherewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions orotherwise of the amounts otherwise indemnifiable hereunder.
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     10. Defense of Claims. The Company will be entitled to participate in the defense ofany Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee,provided that in the event that (i) the use of counsel chosen by the Company to representIndemnitee would present such counsel with an actual or potential conflict, (ii) the named partiesin any such Claim (including any impleaded parties) include both the Company and Indemnitee andIndemnitee shall conclude that there may be one or more legal defenses available to him or her thatare different from or in addition to those available to the Company, or (iii) any suchrepresentation by the Company would be precluded under the applicable standards of professionalconduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not morethan one law firm in respect of any particular Claim) at the Company’s expense. The Company willnot, without the prior written consent of the Indemnitee, effect any settlement of any threatenedor pending Claim which the Indemnitee is or could have been a party unless such settlement solelyinvolves the payment of money and includes an unconditional release of the Indemnitee from allliability on any claims that are the subject matter of such Claim.     11. Successors and Binding Agreement.          (a) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation, reorganization or otherwise) to all or substantially all of the business or assetsof the Company, by agreement in form and substance satisfactory to Indemnitee and his or hercounsel, expressly to assume and agree to perform this Agreement in the same manner and to the sameextent the Company would be required to perform if no such succession had taken place. ThisAgreement will be binding upon and inure to the benefit of the Company and any successor to theCompany, including without limitation any person acquiring directly or indirectly all orsubstantially all of the business or assets of the Company whether by purchase, merger,consolidation, reorganization or otherwise (and such successor will thereafter be deemed the“Company” for purposes of this Agreement), but will not otherwise be assignable ordelegatable by the Company.          (b) This Agreement will inure to the benefit of and be enforceable by the Indemnitee’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,legatees and other successors.          (c) This Agreement is personal in nature and neither of the parties hereto will, without theconsent of the other, assign or delegate this Agreement or any rights or obligations hereunderexcept as expressly provided in Sections 11(a) and 11(b). Without limiting the generalityor effect of the foregoing, Indemnitee’s right to receive payments hereunder will not beassignable, whether by pledge, creation of a security interest or otherwise, other than by atransfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event ofany attempted assignment or transfer contrary to this Section 11(c), the Company will haveno liability to pay any amount so attempted to be assigned or transferred.     12. Notices. For all purposes of this Agreement, all communications, includingwithout limitation notices, consents, requests or approvals, required or permitted to be givenhereunder will be in writing and will be deemed to have been duly given when hand delivered ordispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five
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business days after having been mailed by United States registered or certified mail, returnreceipt requested, postage prepaid or one business day after having been sent for next-day deliveryby a nationally recognized overnight courier service, addressed to the Company (to the attention ofthe Secretary of the Company) and to the Indemnitee at the addresses shown on the signature pagehereto, or to such other address as any party may have furnished to the other in writing and inaccordance herewith, except that notices of changes of address will be effective only uponreceipt.     13. Governing Law. The validity, interpretation, construction and performance of thisAgreement will be governed by and construed in accordance with the substantive laws of the State ofDelaware, without giving effect to the principles of conflict of laws of such State. Each partyconsents to non-exclusive jurisdiction of any Delaware state or federal court or any court in anyother jurisdiction in which a Claim is commenced by a third person for purposes of any action, suitor proceeding hereunder, waives any objection to venue therein or any defense based on forum nonconveniens or similar theories and agrees that service of process may be effected in any suchaction, suit or proceeding by notice given in accordance with Section 12.     14. Validity. If any provision of this Agreement or the application of any provisionhereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, theremainder of this Agreement and the application of such provision to any other person orcircumstance will not be affected, and the provision so held to be invalid, unenforceable orotherwise illegal will be reformed to the extent, and only to the extent, necessary to make itenforceable, valid or legal.     15. Miscellaneous. No provision of this Agreement may be waived, modified ordischarged unless such waiver, modification or discharge is agreed to in writing signed byIndemnitee and the Company. No waiver by either party hereto at any time of any breach by theother party hereto or compliance with any condition or provision of this Agreement to be performedby such other party will be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. No agreements or representations, oral or otherwise,expressed or implied with respect to the subject matter hereof have been made by either party thatare not set forth expressly in this Agreement. References to Sections are to references toSections of this Agreement.     16. Legal Fees. It is the intent of the Company that the Indemnitee not be requiredto incur legal fees and or other Expenses associated with the interpretation, enforcement ordefense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost andexpense thereof would substantially detract from the benefits intended to be extended to theIndemnitee hereunder. Accordingly, without limiting the generality or effect of any otherprovision hereof, if it should appear to the Indemnitee that the Company has failed to comply withany of its obligations under this Agreement or in the event that the Company or any other persontakes or threatens to take any action to declare this Agreement void or unenforceable, orinstitutes any litigation or other action or proceeding designed to deny, or to recover from, theIndemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, theCompany irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’schoice, at the expense of the Company as hereafter provided, to advise and represent the Indemniteein connection with any such interpretation, enforcement or defense,
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including without limitation the initiation or defense of any litigation or other legalaction, whether by or against the Company or any director, officer, stockholder or other personaffiliated with the Company, in any jurisdiction. Notwithstanding any existing or priorattorney-client relationship between the Company and such counsel, the Company irrevocably consentsto the Indemnitee’s entering into an attorney-client relationship with such counsel, and in thatconnection the Company and the Indemnitee agree that a confidential relationship shall existbetween the Indemnitee and such counsel. Without respect to whether the Indemnitee prevails, inwhole or in part, in connection with any of the foregoing, the Company will pay and be solelyfinancially responsible for any and all attorneys’ and related fees and expenses incurred by theIndemnitee in connection with any of the foregoing.     17. Interpretation. No provision of this Agreement will be interpreted in favor of,or against, either of the parties hereto by reason of the extent to which any such party or itscounsel participated in the drafting thereof or by reason of the extent to which any such provisionis inconsistent with any prior draft hereof or thereof.     18. Counterparts. This Agreement may be executed by facsimile and in one or morecounterparts, each of which will be deemed to be an original but all of which together willconstitute one and the same agreement.     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorizedrepresentative to execute this Agreement as of the date first above written.INDEMNITEE:           Name:               XCORPOREAL, INC.