Unassociated Document


     

    
      EXHIBIT
        10.4

       

      CONFIDENTIAL
        TREATMENT REQUESTED

      
        
CERTAIN
        PORTIONS INDICATED BY [*****] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
        CONFIDENTIAL TREATMENT. THE OMITTED NON-PUBLIC PORTIONS HAVE BEEN FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

      
        

      

      


      AMENDED
        AND RESTATED 

       

      EXCLUSIVE
        LICENSE AGREEMENT

       

      This
        Amended
        and Restated Exclusive License Agreement
        (this
“Agreement”) is made and entered into this April 30, 2007 by and between
EyeTel
        Imaging, Inc.,
        a
        Delaware corporation, with its principal offices at 9130 Guilford Road,
        Columbia, Maryland 21046 (“EyeTel”), and NeuroMetrix,
        Inc.,
        a
        Delaware corporation, with its principal offices at 62 Fourth Avenue,
        Waltham, Massachusetts 02451 (“NEUROMetrix”).

       

      WHEREAS,
        EyeTel manufactures and/or supplies certain products and services and seeks
        to
        engage NEUROMetrix on an exclusive basis to market such products and services
        in
        certain markets and territories;

       

      WHEREAS,
        NEUROMetrix markets products and services to certain markets and
        territories;

       

      WHEREAS,
        EyeTel and NEUROMetrix entered into an Exclusive License Agreement, dated
        as of
        October 24, 2006 (the “Effective Date”), pursuant to which EyeTel granted
        NEUROMetrix an exclusive license to market and sell in certain markets and
        territories certain products, services, accessories and related goods to
        be
        supplied to customers by EyeTel (the “Original Agreement”);

       

      WHEREAS,
        EyeTel and NEUROMetrix desire to amend and restate the terms and conditions
        of
        the Original Agreement as set forth herein;

       

      THEREFORE,
        in consideration of these premises and the mutual covenants, agreements,
        representations and warranties herein contained, and for good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties, intending to be legally bound, hereby agree as follows:

       

      	1.     	
              DEFINITIONS

            


       

      “Customer”
        means a Valid Prospect having entered into a Qualifying Customer Agreement
        and
        shall be deemed to include all Pre-Existing EyeTel Customers transferred
        to
        NEUROMetrix pursuant to Section 8.F.

       

      “EyeTel
        Change of Control” means that EyeTel entered into a transaction resulting in
        (A) the consolidation or merger of EyeTel and a NEUROMetrix Competitor
        following which the voting securities of EyeTel outstanding immediately prior
        to
        such merger or consolidation represent (either by remaining outstanding or
        by
        being converted into voting securities of the surviving entity) less than
        50% of
        the combined voting power of the voting securities of the surviving entity
        outstanding immediately after such merger or consolidation or ceasing to
        have
        the power to elect at least a majority of the board of directors or other
        governing body of such surviving entity or (B) a NEUROMetrix Competitor
        becoming the beneficial owner (as such term is defined in Section 13d-3 under
        the Securities Exchange Act of 1934, as amended), directly or indirectly,
        of
        securities of EyeTel (or a successor of EyeTel) representing 50% or more
        of the
        combined voting power of EyeTel’s then outstanding voting securities.


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “EyeTel
        Competitor” means any Person that, as of the date of any NEUROMetrix Change of
        Control, manufactures or commercializes a commercial product that directly
        competes with a marketed EyeTel product.

       

      “EyeTel
        Services” means the Initial EyeTel Services and any New EyeTel Services that
        become subject to the terms of this Agreement in accordance with Section
        4,
        including any and all improvements, extensions and/or upgrades to such EyeTel
        Services. A complete list of the services constituting EyeTel Services at
        any
        give time will be set forth on Exhibit A.

       

      “Initial
        EyeTel Services” means the EyeTel Services initially set forth on Exhibit A
        hereto
        as of the Effective Date, including any and all improvements, extensions
        and/or
        upgrades to such EyeTel Services. 

       

      “Initial
        Product” means EyeTel’s current product sold as the “DigiScope,” including any
        and all improvements, extensions and/or upgrades to such Product. For sake
        of
        clarity, nothing in this Agreement requires EyeTel to provide any improvements,
        extensions and/or upgrades for any particular Initial Product to existing
        Customers without further payment as agreed upon by the parties.

       

      “NEUROMetrix
        Change of Control” means that NEUROMetrix entered into a transaction resulting
        in (A) the consolidation or merger of NEUROMetrix and an EyeTel Competitor
        following which the voting securities of NEUROMetrix outstanding immediately
        prior to such merger or consolidation represent (either by remaining outstanding
        or by being converted into voting securities of the surviving entity) less
        than
        50% of the combined voting power of the voting securities of the surviving
        entity outstanding immediately after such merger or consolidation or ceasing
        to
        have the power to elect at least a majority of the board of directors or
        other
        governing body of such surviving entity or (B) an EyeTel Competitor
        becoming the beneficial owner (as such term is defined in Section 13d-3 under
        the Securities Exchange Act of 1934, as amended), directly or indirectly,
        of
        securities of NEUROMetrix (or a successor of NEUROMetrix) representing 50%
        or
        more of the combined voting power of NEUROMetrix’s then outstanding voting
        securities. 

       

      “NEUROMetrix
        Competitor” means any Person that, as of the date of any EyeTel Change of
        Control, manufactures or commercializes a commercial product that directly
        competes with a marketed NEUROMetrix product.

       

      
        
           

        

        
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      “New
        EyeTel Services” means any services initially offered by EyeTel after the
        Effective Date. For purposes of this definition, any service offered by EyeTel
        after the Effective Date, other than the EyeTel Services, will be deemed
        to be a
        New EyeTel Service unless it is identified as an “Excluded EyeTel Service” on
Exhibit B
        hereto.


       

      “New
        Product” means any product initially offered by EyeTel after the Effective Date.
        For purposes of this definition, any product offered by EyeTel after the
        Effective Date, other than the Products, will be deemed to be a New Product
        unless it is identified as an “Excluded Product” on Exhibit B
        hereto.

       

      “Person”
        shall
        mean any individual or corporation, company, partnership, trust, incorporated
        or
        unincorporated association, joint venture or other entity of any
        kind.

       

      “Product”
        means the Initial Product and any New Product that becomes subject to the
        terms
        of this Agreement in accordance with Section 4.A, including any and all
        improvements, extensions and/or upgrades to such Product. A complete list
        of the
        products constituting Products at any give time will be set forth on
Exhibit A.
        For
        sake of clarity, nothing in this Agreement requires EyeTel to provide any
        improvements, extensions and/or upgrades for any particular Product to existing
        Customers without further payment as agreed upon by the parties.

       

      “Qualifying
        Customer Agreement” means a binding, contractual agreement between NEUROMetrix
        and a Valid Prospect in the Territory that contains terms and conditions
        mutually agreeable to NEUROMetrix and EyeTel with respect to provision of
        Products and/or EyeTel Services to such Customer. 

       

      “Scan”
        means utilizing the Initial Product to perform a diagnostic test to gain
        an
        image of the eye.

       

      “Scan
        Fees” means the per Scan fee charged for the use of the Initial Product and the
        performance of the Scan Services.

       

      “Scan
        Services” means receiving the automatic transmission of the images generated
        from a Scan, the reading of these images by an expert clinical reader under
        the
        direction of a retinal specialist and, based on such reading of these images,
        the generation and delivery to the Customer of a report containing a clinical
        interpretation of these images.

       

      “Subscription
        Fees” means the monthly charge paid by a Customer for the continued maintenance
        and use of an Initial Product and the ability to have the Scan Services
        performed by EyeTel.

       

      “Territory”
        means the United States of America and all of its territories and possessions,
        and any other countries or territories mutually agreed to in writing by both
        parties. 

       

      “Valid
        Prospect” means physician offices, medical offices, physician practices,
        clinics, surgery centers and hospitals, exclusive of ophthalmology and optometry
        practices. 

       

      
        
           

        

        
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      	2.     	
              GENERAL
                AGREEMENT

            


       

      This
        Agreement sets forth the terms of the business relationship between NEUROMetrix
        and EyeTel regarding the sales and marketing of the Products and EyeTel Services
        to Valid Prospects in the Territory. EyeTel will produce the Products and
        provide sufficient supply of the Products as NEUROMetrix shall require.
        NEUROMetrix will direct the promotion, sales and marketing of the Products
        and
        EyeTel Services to Valid Prospects in the Territory. NEUROMetrix may not
        at any
        time promote the sale to and use of the Products or EyeTel Services to
        ophthalmology and optometry practices, nor promote the sale or use within
        the
        Territory of products or services substantially similar to the Products and
        EyeTel Services, as applicable.

       

      For
        sake
        of clarity, in no event shall NEUROMetrix obtain title to any Products pursuant
        to this Agreement, and any reference to “sale” or “resale” of any Products (or
        similar terminology) shall be deemed to refer to the contractual commitment
        to
        provide Product(s) to a Customer, and to permit a Customer to use the
        Product(s), under the terms of a Qualifying Customer Agreement. Moreover,
        any
        reference to “sale” or “resale” of EyeTel Services (or similar terminology) to
        any Customer shall be deemed to mean the contractual commitment to provide
        EyeTel Services to such Customer. 

       

      	3.     	
              EXCLUSIVE
                RIGHTS

            


       

      A.  EyeTel
        hereby grants to NEUROMetrix, and NEUROMetrix hereby accepts, the exclusive
        (even as to EyeTel) right to market and sell Products and EyeTel Services
        to
        Valid Prospects in the Territory during the term of this Agreement. In addition,
        subject to the terms and conditions of this Agreement, EyeTel hereby grants,
        and
        NEUROMetrix accepts, a perpetual, non-exclusive, non-transferable (except
        as set
        forth in Section 15.J) license to use the Product solely for the benefit
        of
        Customers and solely for purposes of receiving or providing EyeTel Services,
        which license shall be sublicenseable to Customers within the Territory solely
        to the extent necessary to enable, and for the purpose of enabling, Customers
        to
        exercise the rights granted in Qualifying Customer Agreements for the benefit
        of
        such Customers and solely for purposes of receiving EyeTel
        Services.

       

      B.  EyeTel
        hereby grants, and NEUROMetrix accepts, a Continuation License (as defined
        below) following a Bankruptcy Event (as defined below) and payment of the
        Fair
        Market Value Fee (as defined below), which payment may be made in NEUROMetrix’s
        sole discretion. A “Bankruptcy Event” shall mean EyeTel is subject to a petition
        in bankruptcy or any proceeding related to insolvency, receivership, liquidation
        or composition for the benefit of its creditors. The “Fair Market Value Fee”
shall be the fair market value of the Continuation License at the time of
        the
        Bankruptcy Event as agreed upon by the parties. In the event the parties
        cannot
        agree on a fair market valuation within thirty (30) days, the parties shall
        submit the matter to binding arbitration as described in Section 15.C. Upon
        obtaining such Continuation License, future obligations of the parties under
        this Agreement will terminate. For purposes of this Agreement, the term
“Continuation License” shall mean, collectively: (i) a perpetual, non-exclusive,
        non-sublicenseable, non-transferable (except as set forth in Section 15.J)
        license to manufacture Products, provided that NEUROMetrix may engage a
        third-party contractor, that would not be considered an EyeTel Competitor
        at the
        relevant time, to perform such manufacture on NEUROMetrix’s behalf; (ii) a
        perpetual, exclusive, non-sublicenseable, non-transferable (except as set
        forth
        in Section 15.J) license to offer to sell and have offered to sell, sell
        and
        have sold, import and have imported and distribute and have distributed Products
        and EyeTel Services solely to Valid Prospects within the Territory; (iii)
        a
        perpetual, non-exclusive, non-sublicenseable, non-transferable (except as
        set
        forth in Section 15.J) license of equal scope to the licenses granted in
        Sections 3.A, 7.A.ii, 7.A.iii and 10.A (Section 10.A, subject to NEUROMetrix’s
        continued compliance with EyeTel’s trademark usage policy and EyeTel’s continued
        authority to specifically enforce such compliance, including by means of
        injunctive relief) provided that such licenses shall be perpetual. Except
        as
        expressly stated by the foregoing, a Continuation License shall not include
        any
        other rights or licenses. NEUROMetrix shall pay the fair market value of
        the
        demonstration equipment if it retains such equipment following a Bankruptcy
        Event.

       

      
        
           

        

        
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      	4.    	
              NEW
                PRODUCT AND NEW EYETEL SERVICES
                RIGHTS

            


       

      Prior
        to
        offering a New Product or New EyeTel Service to Valid Prospects in the
        Territory, EyeTel shall first give NEUROMetrix written notice of its intention
        to offer such New Product or New EyeTel Service, including reasonable detail
        concerning such New Product or New EyeTel Service, its development status,
        regulatory status and pricing information. At any time within [*****] after
        receipt of such notice, NEUROMetrix may elect to include such New Product
        or New
        EyeTel Service as a Product or EyeTel Service, subject to this Agreement,
        by
        delivering written notice of its election to EyeTel. If NEUROMetrix delivers
        such notice to EyeTel within such [**1 **]
        period, Exhibit A
        shall be
        amended to include such New Product or New EyeTel Services. All New Products
        will be subject to commercially reasonable pricing as mutually agreed by
        the
        parties. In the event that NEUROMetrix does not elect to include such New
        Product or New EyeTel Service as a Product or EyeTel Service subject to this
        Agreement, then EyeTel may directly offer or engage another Person to offer
        such
        New Product or New EyeTel Service to Valid Prospects in the Territory; provided
        that the terms offered to any other Person so engaged may not be more favorable
        than those previously offered to NEUROMetrix. For the sake of clarity, and
        subject to the foregoing, nothing in the Agreement limits or modifies EyeTel’s
        rights to market or distribute products that are not Products to any third
        party
        in the Territory or elsewhere.

       

      	5.    	
              TERM

            


       

      A.  The
        initial term of this Agreement shall commence upon the Effective Date and
        expire
        on December 31, 2013, unless earlier terminated in accordance with Section
        6.

       

      B.  The
        term
        of this Agreement shall automatically renew at the end of each term for
        successive five (5) year terms unless either (i) this Agreement has been
        previously terminated pursuant to Section 6 hereof or (ii) either party delivers
        a written non-renewal notice to the other party at least two (2) years prior
        to
        the end of the then current term.

      

        
          
            

          
* Confidential Treatment Requested. 

      

      
        
           

        

        
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      	6.    	
              TERMINATION
                and
                transition

            


       

      A.  Prior
        to
        the first anniversary of the Effective Date, neither party shall have the
        right
        to terminate this Agreement for any reason, except as expressly set forth
        below
        in this Section 6.

       

      B.  Subject
        to the notice and cure period provided in Section 6.D below, at any time
        after
        the first anniversary of the Effective Date, NEUROMetrix will have the right
        to
        terminate this Agreement in the event that either:

       

      	i.    	
              Product
                and Service Quality.

            


      (a)
        EyeTel does not use commercially reasonable efforts to provide reliable devices
        of high quality that are acceptable to Customers in the Territory, and timely,
        accurate interpretation services and timely, effective Product maintenance
        to
        Customers in the Territory, or (b) the Initial Product or Initial EyeTel
        Services have a significant competitive disadvantage in the market to one
        or
        more products or services (assuming NEUROMetrix sells the Initial Products
        and
        Scan Services for a price equal to two times the minimum payment NEUROMetrix
        is
        required to make to EyeTel upon the sale of such Initial Product and Scan
        Services, based on commercially reasonable standards such as a significantly
        lower cost and/or significantly greater technological capabilities.


       

      	ii.    	
              Favorable
                Reimbursement.

            


      If
        there
        is any material unfavorable change in the reimbursement landscape or status,
        as
        reasonably agreed by the parties, after the Effective Date.

       

      C.  Subject
        to the notice and cure period provided in Section 6.D below, at any time
        after
        the first year, EyeTel will have the right to terminate this Agreement in
        the
        event that NEUROMetrix (i) does not use commercially reasonable efforts to
        promote, market and sell the Products and EyeTel Services in the Territory,
        to
        install Products in the Territory, to provide timely customer service, billing
        and collections, training and field service or to enforce, in light of the
        entire Customer relationship, the Qualifying Customer Agreements or (ii)
        materially breaches its obligation to make payments to EyeTel pursuant to
        this
        Agreement.

       

      D.  In
        order
        to terminate this Agreement pursuant to Section 6.B or 6.C hereof, the
        terminating party must provide the non-terminating party with a written notice
        describing in reasonable detail the condition as a result of which the
        terminating party believes it may terminate this Agreement (the “Notice of
        Intent to Terminate”). The non-terminating party may then initiate corrective
        action within ninety (90) days and provide documented proof of cure of such
        condition to the terminating party within a total of one hundred eighty (180)
        days of its receipt of the applicable Notice of Intent to Terminate (the
“Cure
        Period”). In the event that all conditions specified in the applicable Notice of
        Intent to Terminate are cured, the terminating party will not have the right
        to
        terminate this Agreement pursuant to Section 6.B or 6.C hereof with respect
        to
        those conditions specified in the applicable Notice of Intent to Terminate.
        In
        the event that the conditions specified in the applicable Notice of Intent
        to
        Terminate are not cured within the Cure Period, the terminating party may
        terminate this Agreement on the date that is thirty (30) days after the
        conclusion of the Cure Period by providing the non-terminating party with
        a
        written notice of termination (the “Notice of Termination”) on or before such
        date.

       

      
        
           

        

        
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      E.  In
        the
        event of an EyeTel Change of Control or the transfer of this Agreement to
        a
        NEUROMetrix Competitor, EyeTel will promptly provide written notice to
        NEUROMetrix of the occurrence of such event. Upon the occurrence of such
        event,
        NEUROMetrix will have the right, at its sole discretion, to terminate this
        Agreement by providing written notice to EyeTel at any time within three
        (3)
        months after the later of (i) the occurrence of the EyeTel Change of Control
        or
        the transfer of this Agreement or (ii) NEUROMetrix’s receipt of notice of the
        occurrence of such event from EyeTel. 

       

      F.  In
        the
        event of a NEUROMetrix Change of Control or the transfer of this Agreement
        to an
        EyeTel Competitor, NEUROMetrix will promptly provide written notice to EyeTel
        of
        the occurrence of such event. Upon the occurrence of such event, EyeTel will
        have the right, at its sole discretion, to terminate this Agreement by providing
        written notice to NEUROMetrix at any time within three (3) months after the
        later of (i) the occurrence of the NEUROMetrix Change of Control or the transfer
        of this Agreement or (ii) EyeTel’s receipt of notice of the occurrence of such
        event from NEUROMetrix. 

       

      G.  Transition

       

      	i.    	
              In
                the event of the termination of this Agreement pursuant to Section
                6.B,
                6.C, 6.E, or 6.F hereof (an “Early Termination”), then, for a period of
                one (1) year following the termination (the “Transition Period”),
                NEUROMetrix will be obligated to continue to perform all of its
                obligations under this Agreement with respect to all Customers in
                the
                Territory existing as of the date of termination (“NEURO Customers”). In
                the event EyeTel elects to terminate this Agreement pursuant to Section
                6.C, EyeTel may engage another entity to commence direct sales and
                marketing activities to secure and service new customers within the
                Territory and to handle all activities described herein to be performed
                by
                NEUROMetrix with respect to such new customers. This must be detailed
                in a
                written notice from EyeTel to NEUROMetrix so that NEUROMetrix does
                not
                secure any new Customers within the Territory during the Transition
                Period. Any new Customers secured by NEUROMetrix during this Transition
                Period will be considered NEURO Customers and subject to all terms
                of this
                Agreement, except for those secured after this Agreement has been
                terminated by EyeTel pursuant to Section 6.C and EyeTel has provided
                the
                written notice specified in the foregoing sentence to NEUROMetrix.
                Thereafter, NEUROMetrix will transition all of its obligations under
                this
                Agreement with respect to all non-NEURO Customers to EyeTel (or its
                written designee), and will execute all documents reasonably requested
                by
                EyeTel to enable such transfer. 

            


       

      	ii.    	
              In
                the event that this Agreement is terminated by EyeTel pursuant to
                Section
                6.C and it is determined by an arbitrator pursuant to Section 15.C
                below
                that NEUROMetrix has not used commercially reasonable efforts to
                service,
                bill and collect from the NEURO Customers during the Transition Period,
                then following such determination EyeTel may engage another entity
                to
                handle all activities described herein to be performed by NEUROMetrix
                with
                respect to the NEURO Customers. This must be detailed in a written
                notice
                from EyeTel to NEUROMetrix so that NEUROMetrix discontinues handling
                such
                activities and, from and after the date of such written notice (or
                such
                later date of as which NEUROMetrix is to discontinue handling such
                activities as specified in the written notice) until the end of the
                Transition Period, NEUROMetrix will be entitled to receive twenty-five
                percent (25%) of all fees thereafter collected with respect to any
                order
                received by EyeTel (or any other party to which EyeTel subsequently
                grants
                rights to receive orders) from NEURO Customers during such period
                in lieu
                of the fees NEUROMetrix would have otherwise been entitled to retain
                pursuant to this Agreement with respect to such
                orders.

            


       

      
        
           

        

        
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      	iii.   	
              Except
                as otherwise set forth in Section 6.G.ii above, in the event of an
                Early
                Termination, NEUROMetrix will be entitled to receive all fees it
                otherwise
                would have had a right to receive under this Agreement with respect
                to all
                orders for Products or EyeTel Services made by NEURO Customers during
                the
                Transition Period pursuant to Section 8. 

            


       

      	iv.   	
              In
                addition to the fees to which NEUROMetrix is entitled pursuant to
                Sections
                6.G.ii and iii above, as compensation for prior services and the
                creation
                of the NEURO Customers, NEUROMetrix will be entitled to receive
                twenty-five percent (25%) of all fees collected with respect to any
                orders
                received by EyeTel (or any other party to which EyeTel subsequently
                grants
                rights to receive orders) from NEURO Customers, other than with respect
                to
                Subscription Fees (with respect to which NEUROMetrix will not be
                entitled
                to any fees), during the one (1) year period following the end of
                the
                Transition Period. 

            


       

      	v.    	
              From
                and after the date on which NEUROMetrix ceases to provide billing
                and
                accounts receivable services for new orders under this Agreement,
                EyeTel
                will be bound to make payments to NEUROMetrix pursuant to Section
                8.G on
                the same terms as NEUROMetrix was previously bound to make payments
                to
                EyeTel pursuant to Section 8.G.

            


       

      H.  Notwithstanding
        anything set forth in this Section to the contrary, the provisions of Sections
        6.G, 6.H, 11.B and 12 through 15 shall survive a termination of this Agreement.
        

       

      
        
           

        

        
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      	7.    	
              RESPONSIBILITIES
                OF PARTIES

            


       

      A.  Sales
        and Marketing

       

      	i.   	
              NEUROMetrix
                agrees to use commercially reasonable efforts to promote, market
                and sell
                the Products and EyeTel Services to Valid Prospects in the Territory
                at
                its own expense, including, by way of example, developing and providing
                marketing collateral to Valid Prospects. Examples of marketing collateral
                may include, but is not limited to product brochures, sales aides,
                report
                samples, clinical education tools, training materials, patient education
                materials, clinical reprints, practice integration tools, tradeshow
                graphics, direct mail, journal advertising and website development.
                NEUROMetrix will follow-up, as it deems appropriate, on any inquiries
                from
                Customers or Valid Prospects in the Territory, and will handle
                correspondence and personal contacts with such Customers or Valid
                Prospects to promote the sale of the Products and EyeTel Services
                to such
                Customers or potential customers. NEUROMetrix agrees to maintain
                commercially reasonable sales representative coverage within the
                Territory
                as it shall determine, in its sole reasonable discretion, to perform
                such
                promotion and marketing activities and shall cause all sales
                representatives engaged in selling the Products or EyeTel Services
                to be
                trained with respect to such Products and the medically appropriate
                utilization of such Products.

            


       

      	ii.   	
              Promptly
                after the Effective Date (or, in the case of a New Product or New
                EyeTel
                Services, promptly after the date on which such New Product or New
                EyeTel
                Services becomes subject to this Agreement), EyeTel will provide
                copies of
                all of its current sales training documentation, promotional material
                and
                sales literature relating to the Products and EyeTel Services to
                NEUROMetrix, and EyeTel hereby grants NEUROMetrix during the Term
                of this
                Agreement: (1) a non-exclusive license, under all of EyeTel’s copyrights
                related to, covered and/or embodied in such documentation, material
                and
                literature, to reproduce, modify and create derivative works the
                same; (2)
                an exclusive license to display or have displayed and/or distribute
                or
                have distributed the same to Valid Prospects in the Territory in
                order to
                promote or have promoted, market or have marketed and sell or have
                sold
                the Products and EyeTel Services in the Territory; and (3) an exclusive
                license to re-label or re-brand the Products and the above-described
                documentation, material and/or literature as contemplated in the
                following
                Section 7.A.iv for purposes of promoting and marketing Products to
                Valid
                Customers in the Territory. Any tangible copies of such documentation,
                material or literature created by NEUROMetrix will be owned by
                NEUROMetrix, and, in the event that any independent copyright arises
                in
                any such derivative works created by NEUROMetrix, NEUROMetrix will
                own
                such copyright, subject to EyeTel’s continuing right and title in the
                underlying materials and the copyrights therein. If any change in
                the
                Products requires a change in the documentation or if EyeTel decides
                to
                change any of the documentation or create new documentation applicable
                to
                the Products, EyeTel shall promptly notify NEUROMetrix of the change
                and
                provide to NEUROMetrix a revised reproducible master copy without
                charge.
                All documentation shall be delivered to NEUROMetrix in a mutually
                agreeable format in the English language.


            


       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      	iii.   	
              EyeTel
                agrees to provide to NEUROMetrix, upon specific request and at EyeTel’s
                expense, a reasonable number of Products to be used solely as
                demonstration equipment by NEUROMetrix’s sales representatives actively
                engaged in selling the Products. In connection therewith, subject
                to the
                terms and conditions of this Agreement, EyeTel hereby grants to
                NEUROMetrix, and NEUROMetrix hereby accepts, a non-exclusive license
                to
                use the EyeTel Products solely for demonstration purposes. For sake
                of
                clarity, no such demonstration equipment may be used for customer
                trials,
                nor installed at the site of any Valid Prospect, Customer or any
                other
                third party, but may be used on-site by NEUROMetrix’s sales personnel for
                real-time demonstrations operated by such sales personnel while on
                the
                premises of the Valid Prospect or Customer. Any request by NEUROMetrix
                for
                Products to be used as demonstration equipment will be forecasted
                and
                reviewed with EyeTel on a quarterly basis and shipped by EyeTel,
                at
                EyeTel’s expense, within a commercially reasonable period of time after
                NEUROMetrix’s request. All Products received by NEUROMetrix for use as
                demonstration equipment will be returned to EyeTel, at NEUROMetrix’s
                expense, upon the expiration or termination of this Agreement. All
                such
                demonstration equipment provided by EyeTel is loaned only, not leased
                or
                sold, and EyeTel retains ownership of all such equipment. NEUROMetrix
                shall exercise reasonable efforts to safeguard such demonstration
                equipment against damages or loss, and shall be responsible for the
                cost
                of repairing or replacing any such equipment if damage or loss thereto
                results from NEUROMetrix’s and/or its sales personnel’s negligence. In all
                other cases, EyeTel shall be responsible for the maintenance, repair
                or
                replacement, as the case may be, of the demonstration
                equipment.

            


       

      	iv.   	
              NEUROMetrix,
                in its sole discretion, may market and sell the Products and EyeTel
                Services under the current label and/or brand used by EyeTel and/or
                under
                any other private label of NEUROMetrix and/or brand of NEUROMetrix
                without
                any reference to EyeTel or its properties on the Product or on the
                documentation that accompanies the Product and/or the rendering of
                the
                EyeTel Services; such private label may include specific reference,
                without limitation, to the Product as a “NEUROMetrix” product or some
                other derivative of “NEUROMetrix”; provided, that this shall also include
                the right to label and/or brand the Products as produced and/or developed
                by EyeTel, as produced and/or developed by NEUROMetrix, or as a
                combination of both. Without limiting any of the preceding provisions
                of
                this paragraph, NEUROMetrix shall at all times cause proprietary
                notices
                to be displayed within or upon the Products sufficient to place third
                parties on notice of the proprietary nature of intellectual property
                embodied in the Products (e.g., copyright notices, branding of some
                kind
                determined by NEUROMetrix).

            


       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      	v.   	
              NEUROMetrix
                will be solely responsible for determining pricing of the Products
                and
                EyeTel Services in the Territory.

            


       

      B.  Ordering
        and Shipping.
        

       

      	i.   	
              NEUROMetrix
                will be responsible for handling all administrative matters relating
                to
                the ordering of Products or EyeTel Services by Customers in the Territory,
                and all such orders will be placed by the Customers directly with
                NEUROMetrix (except for Scans/orders for Scan Services, which may
                be
                ordered from EyeTel automatically through the Initial Product). All
                such
                orders will be accepted by NEUROMetrix, or, in the case of orders
                for Scan
                Services ordered from EyeTel automatically, by EyeTel on behalf of
                NEUROMetrix, in accordance with NEUROMetrix’s standard ordering
                procedures, terms and conditions, which can be amended from time
                to time
                by NEUROMetrix in its sole discretion. After being accepted by
                NEUROMetrix, all such orders will be communicated by NEUROMetrix
                to
                EyeTel. Unless NEUROMetrix requests otherwise, all orders for the
                Products
                will be shipped directly to the Customer from EyeTel at EyeTel’s cost, and
                EyeTel shall bear the risk of loss until such time as the Product
                is
                received by the Customer, unless NEUROMetrix’s contract with the Customer
                provides for an earlier transfer. EyeTel shall be responsible, at
                its own
                expense, for the safe and suitable packaging of the Products, consistent
                with industry standards and, upon request, shall label the Products
                as
                NEUROMetrix shall reasonably direct. All orders for the Products
                will be
                shipped by EyeTel within a commercially reasonable time after EyeTel’s
                receipt of the relevant order(s). EyeTel will notify NEUROMetrix
                of the
                shipment of any such Product within one week after shipment. Within
                the
                first five (5) days of each calendar month, NEUROMetrix will provide
                a
                written, non-binding, good-faith forecast of the orders for Products
                and
                EyeTel Services that NEUROMetrix reasonably expects to be submitted
                to
                EyeTel during each of the then-following six (6)
                months.

            


       

      	ii.  	
              EyeTel
                will notify NEUROMetrix of any such Scan Services provided on a weekly
                basis after
                providing such Scan Services. Any other EyeTel Services that are
                ordered
                will be provided in the manner agreed to by the
                parties.

            


       

      	iii.  	
              EyeTel
                shall use commercially reasonable efforts to perform all maintenance
                obligations with respect to the Products that are imposed upon NEUROMetrix
                pursuant to Qualifying Customer Agreements, except that NEUROMetrix
                shall
                have the frontline customer-interface responsibility. EyeTel shall
                either
                perform the requisite maintenance or service at the Customer’s premises or
                pay for the Product to be shipped to EyeTel for the performance of
                such
                maintenance or repair. For any return of any Product from NEUROMetrix
                or a
                Customer to EyeTel (either upon the termination of a Customer agreement
                regarding such Product or otherwise), NEUROMetrix shall arrange for
                the
                return shipping at EyeTel’s cost using EyeTel’s carrier of choice, and the
                risk of loss (as between the parties) shall transfer to EyeTel when
                the
                Product is received by EyeTel’s carrier of choice. The parties, by mutual
                agreement, shall reasonably determine whether, in a particular case,
                a
                Product should be shipped to EyeTel for purposes of maintenance,
                or
                whether the relevant maintenance should be performed at the Customer’s
                premises.

            


       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      	iv.  	
              NEUROMetrix
                acknowledges and agrees that, (i) in order for any Customer to receive
                the
                Initial EyeTel Services, the Initial EyeTel Services must be provided
                on
                NEUROMetrix’s behalf by EyeTel as a subcontractor, and (ii) in order for a
                Customer to receive the Initial EyeTel Services, an Initial Product
                must
                be placed within the Customer’s premises and operated by the Customer.
                EyeTel agrees to ship such Products to the Customer’s premises (or, at
                NEUROMetrix’s request, to NEUROMetrix for delivery to the Customer’s
                premises), provided that NEUROMetrix has entered into a Qualifying
                Customer Agreement with the relevant Customer. NEUROMetrix will not
                place
                an order for any Product or EyeTel Services unless and until such
                Qualifying Customer Agreement has been executed by both the Customer
                and
                NEUROMetrix. NEUROMetrix agrees to exercise commercially reasonable
                efforts to enforce the terms of all such Qualifying Customer
                Agreements.

            


       

      	v.  	
              EyeTel
                shall keep its Products at the Customer’s premises until the equipment is
                returned to EyeTel at the direction of NEUROMetrix or until termination
                of
                this Agreement (whichever first occurs), notwithstanding non-payment
                or
                breach of the Qualifying Customer Agreement, subject only to NEUROMetrix’s
                obligation to use commercially reasonable efforts to enforce the
                terms of
                the Qualifying Customer Agreement and the obligation described in
                Section
                7.C(iii). 

            


       

      C.  Billing
        and Accounts Receivable.

       

      	i.    	
              NEUROMetrix
                agrees to use commercially reasonable efforts to manage all accounts
                receivables functions, including billing and collections, for all
                Customers purchasing Products or EyeTel Services in the Territory.
                NEUROMetrix and EyeTel shall agree in advance as to the standard
                billing
                and collection policy for any new Customers, and any deviations from
                this
                policy must be agreed upon in advance by the
                parties.

            


       

      	ii.   	
              NEUROMetrix
                agrees to provide sales and revenue information to EyeTel on a monthly
                basis.

            


       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      	iii.  	
              The
                timeframe for remittance of accounts receivable will be agreed upon
                by the
                parties. Unless otherwise agreed by the parties, if a Customer does
                not
                remit payment within such established timeframe, NEUROMetrix will
                terminate the relevant Qualifying Customer Agreement, or, in the
                alternative, shall terminate all rights of such agreement requiring
                provision of Products or EyeTel Services to such Customer, and EyeTel
                will
                thereafter have no further obligations to provide EyeTel Services
                on
                NEUROMetrix’s behalf to such Customer or keep Products on the premises of
                such Customer. Upon termination thereof, NEUROMetrix shall arrange
                for the
                Product(s) in such Customer’s possession to be promptly returned to
                EyeTel. The foregoing provisions of this paragraph shall be specifically
                enforceable against NEUROMetrix, and, notwithstanding any other provision
                of this Agreement, EyeTel may seek equitable relief, including injunction,
                to enforce NEUROMetrix’s obligations under this
                paragraph.

            


       

      D.  Manufacturing.
        As
        between the parties, EyeTel will be responsible for manufacturing the Products
        and providing the EyeTel Services on NEUROMetrix’s behalf to all Customers in
        the Territory. EyeTel will use commercially reasonable efforts to maintain
        sufficient manufacturing capacity and inventory of the Products so that it
        may
        ship all Products ordered by NEUROMetrix’s Customers within a commercially
        reasonable time after EyeTel’s receipt of such order. 

       

      E.  Installation.
        NEUROMetrix will be responsible for assisting all Customers in the Territory
        with the installation of the Products and training Customers on how to use
        the
        Products. EyeTel will provide all necessary personnel and equipment to provide
        reasonable initial training to NEUROMetrix’s headquarters team with respect to
        the installation, customer training and operation of the Products (the “Initial
        Training Period”), upon NEUROMetrix’s reasonable request. Such training shall be
        at NEUROMetrix’s headquarters with EyeTel resources to be provided at no cost to
        NEUROMetrix. Any training provided after the Initial Training Period shall
        be
        provided at such time and location, and with costs borne by such party, as
        the
        parties mutually agree to at a later date.

       

      F.  Customer
        Service - Technical Support.
        

       

      	i.    	
              NEUROMetrix
                will offer commercially reasonable customer service to provide support
                for
                routine matters (other than “in-the-box” matters or matters which relate
                to the internal operations of the Products) to all Customers in the
                Territory, including, without limitation: (i) receipt of Customer
                inquiries via telephone, email or other communications and (ii) provision
                of training and technical consultation. EyeTel will use commercially
                reasonable efforts to provide NEUROMetrix with technical customer
                service
                support for all “in-the-box” matters or matters which relate to the
                internal operations of the Products, all non-routine matters and
                other
                matters that NEUROMetrix is unable to resolve (including, without
                limitation, by assisting NEUROMetrix, upon its reasonable request,
                in
                providing technical support for end-users) relating to the Products.
                EyeTel will provide maintenance of Products as set forth in Section
                7.B.iii. 

            


       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      	ii.    	
              EyeTel
                shall maintain during the term of this Agreement the capability to
                repair
                the Product and furnish documentation, spare parts, service tools,
                and
                instruments necessary to service the Product
                effectively.

            


       

      G.  Customer
        Service - Reimbursement.

       

      	i.    	
              NEUROMetrix
                will use commercially reasonable efforts to offer support to Customers
                with respect to reimbursement requirements relating to Scans (or
                other
                uses of the Products) performed by Customers in the
                Territory.

            


       

      	ii.    	
              EyeTel
                will use commercially reasonable efforts to maintain favorable status
                of
                payer policies, regarding Scans using the Products that is at least
                as
                favorable as that in existence as of the Effective
                Date.

            


       

      H.  Scan
        Services.
        EyeTel
        will be responsible, as a subcontractor of NEUROMetrix pursuant to this
        Agreement, for performing the Scan Services for all Customers in the Territory.
        EyeTel will use commercially reasonable efforts to engage or employ sufficient
        personnel and maintain sufficient other infrastructure in order to provide
        the
        Scan Services to the Customers as promptly as possible and, in any event,
        within
        two (2) business days of the ordering of Scan Services and to provide any
        other
        EyeTel Services in a timely manner. 

       

      I.  General.

       

      	i.    	
              Each
                party agrees to perform the services such party is required to perform
                hereunder in compliance with all applicable laws and regulations
                and in
                accordance with the highest ethical
                standards.

            


       

      	ii.    	
              Each
                party shall have the right, upon its reasonable request and upon
                its own
                cost, to audit (directly or through third parties), any documents
                that the
                other party has relating to the performance of such party’s obligations
                under this Agreement or other applicable legal requirements. This
                audit
                may be performed no more than one-time for every three (3) month
                period
                and no more often then twice in any calendar year. Such audits must
                be
                conducted upon reasonable notice during reasonable business
                hours.

            


       

      J.  Standard
        of Service.
        To the
        extent EyeTel provides services for the Products or EyeTel Services (including
        the Scan Services), EyeTel covenants, represents and warrants that all such
        services or EyeTel Services will be performed by EyeTel in a timely,
        professional, and workman-like manner and in accordance with the standard
        set
        forth in the Qualifying Customer Agreements.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      	8.    	
              PAYMENT
                OBLIGATIONS

            


       

      A.  Initial
        Product Installation Fees.
        NEUROMetrix shall pay to EyeTel for the acquisition of Initial Products for
        installation on the premises of Customers in the Territory in accordance
        with
        the following schedule:

       

      	i.   	
              If
                [*****]
                or fewer Initial Products are installed at a Customer’s site within a
                consecutive [*****] month period, then NEUROMetrix shall pay EyeTel,
                for
                each of such Initial Products installed, the greater of (a) [*****]
                or (b)
                [*****] of the sales price/up front fee charged by NEUROMetrix to
                the
                Customer for such Initial Product.

            


       

      	ii.  	
              If
                more than [*****] but fewer than [*****] Initial Products are installed
                at
                a Customer’s site within a consecutive [*****] period, then NEUROMetrix
                shall pay EyeTel, for each of such Initial Product installed, the
                greater
                of (a) [*****] or (b) [*****] of the sales price/up front fee charged
                by
                NEUROMetrix to the Customer for such Initial
                Product.

            


       

      	iii.  	
              If
                at least [*****] but fewer than [*****] Initial Products are installed
                at
                a Customer’s site within a consecutive [*****] period, then NEUROMetrix
                shall pay EyeTel, for each of such Initial Product installed, the
                greater
                of (a) [*****] or (b) [*****] of the sales price/up front fee charged
                by
                NEUROMetrix to the Customer for such Initial
                Product.

            


       

      	iv.  	
              If
                [*****] or more Initial Products are installed at a Customer’s site within
                a consecutive [*****] period, then NEUROMetrix shall pay EyeTel,
                for each
                of such Initial Product installed, the greater of (a) [*****] or
                (b)
                [*****] of the sales price/up front fee charged by NEUROMetrix to
                the
                Customer for such Initial Product.

            


       

      B.  Such
        Initial Product installation fees made to EyeTel by NEUROMetrix will be reduced
        or increased as agreed upon by the parties to reflect any material increase
        or
        decrease in manufacturing or packaging costs resulting from the use, at
        NEUROMetrix’s request, of a brand other than the current label or brand used by
        EyeTel. For avoidance of doubt, this fee schedule assumes that EyeTel retains
        title to all Initial Products installed and is also entitled to the Subscription
        Fees set forth in Section 8.C below. In the event that a Customer desires
        to
        purchase title to an Initial Product, the fee owed to EyeTel for such purchase
        will be as set by mutual agreement between the parties.

       

      C.  Subscription
        Fees.
        NEUROMetrix shall pay to EyeTel, for each Initial Product installed on a
        Customer’s premises in the Territory, whether installed prior to or during the
        term of this Agreement, [*****] of any Subscription
        Fees
        paid by such Customer prior to the return of such Initial Product to EyeTel
        (or
        the earlier termination of the rental agreement relating to the Initial
        Product). 

      
         

        
          

        

        * Confidential
          Treatment Requested. 

      

      
        
           

        

        
          15

          
            

          

        

        
           

        

         

      

      D.  Scan
        Fees.
        In
        addition, NEUROMetrix shall pay EyeTel, for each Scan, the greater of (a)
        [*****] or (b) [*****]
        of
        the Scan Fee it charges to its Customers in connection with such Scan using
        the
        Initial Product. The parties hereby agree to reduce to writing a fee matrix
        that
        will set forth the discounts with respect to such fees that are available
        to
        NEUROMetrix.

       

      E.  Other
        Fees.
        The
        parties hereby agree to negotiate in good faith to determine appropriate
        additional volume pricing discounts for purchases of the Products or EyeTel
        Services in the event that Customers or Valid Prospects request the Products
        or
        EyeTel Services in volumes above the discounts listed above. Additionally,
        the
        parties hereby agree to negotiate in good faith to determine appropriate
        pricing
        for any New Products or New EyeTel Services that become subject to this
        Agreement. 

       

      F.  Pre-Existing
        Customers.
        EyeTel
        will disclose in writing to NEUROMetrix a list of all of EyeTel’s existing
        customers/accounts on or before January 1, 2007 who would otherwise be
        Valid Prospects in the Territory (the “Pre-Existing Customers”). Prior to
        January 1, 2007, the Pre-Existing Customers shall not be deemed to be Valid
        Prospects in the Territory. Effective as of January 1, 2007, all accounts
        for Pre-Existing Customers will transition to NEUROMetrix, EyeTel will execute
        all documents reasonably requested by NEUROMetrix to enable such transfer,
        and
        the Pre-Existing Customers will be deemed to be Customers. Notwithstanding
        the
        foregoing, for the period commencing January 1, 2007 and ending [*****],
        NEUROMetrix will be entitled to receive [*****] of all fees, other than
        Subscription Fees (with respect to which NEUROMetrix will not be entitled
        to any
        fees), from orders of Initial Products or Scan Services made by the Pre-Existing
        Customers during such time period (and the remainder of such fees will be
        paid
        to EyeTel). Beginning [*****], all fees from orders of Initial Products or
        Scan
        Services made by Pre-Existing Customers will be paid in accordance with Sections
        8.A-8.D above, as applicable.

       

      G.  Payment
        Procedures.

       

      	i.   	
              Both
                parties agree and acknowledge that NEUROMetrix hereby assumes no
                financial
                liability for collections from Customers, but bears its own risk
                in the
                collections process with respect to any fees NEUROMetrix is to collect
                on
                its own behalf. Specifically, NEUROMetrix shall have no obligation
                to pay
                EyeTel any fees set forth in Section 8, until such time as NEUROMetrix
                has
                been paid such fees by the Customers. Unless specifically designated
                by
                the Customer, any payments received by NEUROMetrix will be applied
                in the
                manner determined by mutual agreement of the
                parties.

            


       

      	ii.   	
              Upon
                receipt of payment from its Customers, NEUROMetrix will pay to EyeTel
                the
                portion of such payment that is owed to EyeTel pursuant to this Section.
                Payments by NEUROMetrix to EyeTel will be made on a weekly basis,
                with
                payment to EyeTel being made on the Thursday of the first week following
                NEUROMetrix’s receipt of such payment. Payments will be considered made as
                of the date NEUROMetrix sends the check(s) for such payments via
                overnight
                courier. Such payments will be accompanied by a statement indicating
                all
                invoices on which payments are based. If required by applicable laws,
                NEUROMetrix will deduct from the payments such federal, state, local
                or
                other taxes as may be applicable. In the event that EyeTel is the
                payor of
                any fees and NEUROMetrix is the recipient pursuant to the terms of
                this
                Agreement, the same provisions shall
                apply.

            


      
        
           

          
            

          

          * Confidential
            Treatment Requested. 

        

        
          
             

          

          
            16

            
              

            

          

          
             

          

           

        

      

      H.  NEUROMetrix
        will be solely responsible for determining pricing of the Products and EyeTel
        Services to Customers and Valid Prospects in the Territory, and NEUROMetrix
        is
        entitled to retain all fees it collects with respect to such Products and
        EyeTel
        Services except as such fees are required to be paid to EyeTel pursuant to
        this
        Section 8.

       

      
        	9.    	
                PUBLICITY

              


         

        A.  Due
          to
          the fact that NEUROMetrix is a publicly traded company, NEUROMetrix shall
          have
          the right to issue press releases or announcements, after reasonable notice
          to
          EyeTel, which may include the display of the Products and/or reference
          to the
          EyeTel Marks, include such information in promotional activity, or otherwise
          publicly announce or make comment on this Agreement; EyeTel may take similar
          action with the express written consent of NEUROMetrix, and may publicly
          make
          general references to the existence and basic substance of this Agreement,
          but
          not its particular terms or details, without requiring any such
          consent.

         

        B.  Notwithstanding
          anything to the contrary in Section 9A, in the event that EyeTel becomes
          a
          publicly traded company, EyeTel shall have the right to issue press releases
          or
          announcements, after reasonable notice to NEUROMetrix, which may include
          the
          display of the Products and/or reference to the EyeTel Marks, and otherwise
          publicly announce or make comment on this Agreement, including without
          limitation the filing of a copy of the Agreement as an exhibit to any
          registration statement or periodic report to be filed with the Securities
          and
          Exchange Commission to the extent required by applicable law.

         

        	10.  
                	
                TRADENAMES
                  AND TRADEMARKS

              


         

        A.  During
          the term of this Agreement and subject to the terms and conditions specified
          herein, EyeTel grants to NEUROMetrix an exclusive, non-transferable (except
          as
          set forth in Section 15.J), non-sublicenseable license, under all of EyeTel’s
          intellectual property rights in the EyeTel Marks, to exhibit or have exhibited
          and to use or have used the EyeTel Marks in association with the Products
          and
          EyeTel Services only as reasonably necessary for NEUROMetrix to fulfill
          its
          rights and obligations hereunder, solely within the Territory. For purposes
          of
          this Agreement, the term “EyeTel Marks” shall mean EyeTel’s trademarks, services
          marks, trade names, and logos set forth on Exhibit
          C
          as
          updated from time to time by mutual written agreement. NEUROMetrix’s use of the
          EyeTel Marks will be in accordance with EyeTel’s trademark usage and cooperative
          advertising policies of general applicability to all users. NEUROMetrix
          shall
          have the right to create or attach any additional trademarks, trade names,
          logos
          or designations to any Product, provided that NEUROMetrix shall not create
          any
          composite mark that includes an EyeTel Mark, nor create or use any other
          mark(s)
          that may create confusion by Persons between such mark(s) and the EyeTel
          Marks.
          Any and all goodwill associated with any EyeTel Marks shall inure to the
          benefit
          of EyeTel. Any and all goodwill associated with any name or marks that
          NEUROMetrix may use in relation to the Products other than the EyeTel Marks
          inure to the benefit of NEUROMetrix.

         

        
          
             

          

          
            17

            
              

            

          

          
             

          

           

        

        B.  EyeTel
          is
          not hereby granted any rights to NEUROMetrix’s trademarks, services marks, trade
          names, copyrights, and similar proprietary rights, provided that, to the
          extent
          NEUROMetrix directs that any Product be branded during manufacture using
          any
          NEUROMetrix marks, NEUROMetrix hereby grants to EyeTel a license to use
          such
          marks solely for purposes of performing its obligations hereunder.

         

        C.  NEUROMetrix’s
          use of the EyeTel Marks will be in accordance with EyeTel’s standard policies in
          effect from time to time, including but not limited to trademark usage
          and
          cooperative advertising policies. The foregoing provision of this paragraph
          shall be specifically enforceable against NEUROMetrix, and, notwithstanding
          any
          other provision of this Agreement, EyeTel may seek equitable relief, including
          injunction, to enforce NEUROMetrix’s obligations under this paragraph.


         

        	11.   	
                ACQUISITION
                  RIGHTS, FINANCING PARTICIPATION AND STOCK
                  WARRANTS

              


         

        A.  In
          the
          event that EyeTel seeks to solicit offers to sell all or substantially
          all of
          its assets (or substantially all of its assets relating to the Products
          and
          EyeTel Services), whether by way of merger or consolidation, stock purchase,
          asset sale, exclusive license, or similar transaction during the term of
          the
          Agreement, EyeTel agrees that it will notify NEUROMetrix within thirty
          (30) days
          of initiating such process and EyeTel hereby agrees that for a period of
          no less
          than thirty (30) days from the date of such notice it will engage in
          non-exclusive discussions with NEUROMetrix concerning such
          transactions.

         

        B.  In
          the
          event that EyeTel pursues an additional round of venture capital financing
          in
          which it issues preferred stock to institutional investors, EyeTel hereby
          grants
          to NEUROMetrix an option to purchase such preferred stock for cash, up
          to the
          lesser of (i) 30% of the total amount raised in such financing or (ii)
          $5,000,000, each on the same terms, obligations and conditions as all other
          participants in such round of financing and conditioned upon NEUROMetrix
          (i)
          entering into the same investment agreements and documents as the other
          investors and (ii) satisfying the definition of an “accredited investor” at the
          time of such financing. In the event that NEUROMetrix participates in the
          next
          financing round up to its maximum permitted amount and such amount is less
          than
          $5,000,000, then NEUROMetrix shall have a right to participate in EyeTel’s next
          subsequent venture capital round in an amount equal to difference between
          $5,000,000 and the amount previously invested by NEUROMetrix. EyeTel shall
          notify NEUROMetrix in writing of the terms of such round no less than twenty
          (20) business days before the closing of such financing.

         

        C.  EyeTel
          will, upon the Effective Date, grant to NEUROMetrix a warrant to purchase
          up to
          500,000 shares of Common Stock of EyeTel, par value $.001 per share, at
          an
          exercise price of $0.16 per share that will vest based upon NEUROMetrix
          achieving the following milestones during the calendar years set forth
          in the
          table below. The warrant for such shares shall be in the form set forth
          in
Exhibit D
          hereto.

         

        
          
             

          

          
            18

            
              

            

          

          
             

          

        

         

        
          	
                  Year

                	
                  2007

                	
                  2008

                	
                  2009

                	
                  2010

                	
                  2011

                	
                  Total

                
	 	 	 	 	 	 	 
	
                  Units
                    placed (= or >)

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                
	 	 	 	 	 	 	 
	
                  Average
                    usage per installed unit 

                  per
                    month

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                
	 	 	 	 	 	 	 
	
                  #
                    of Shares Vesting

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  [*****]

                	
                  500,000

                


        

        


         

        For
          purposes of the table above:

         

        “Units
          placed” will equal the number of Initial Products for which NEUROMetrix has
          received initial payment with respect to installation during the calendar
          year(s) set forth in the table above (regardless of whether installation
          has
          occurred prior to the end of such calendar year(s)). In the event that
          an
          initial payment with respect to installation has been paid for an Initial
          Product during a calendar year but such Initial Product is removed from
          the
          Customer site prior to the end of such calendar year, then such Initial
          Product
          shall not be deemed to be a “unit placed” for the purpose of this calculation.
          In addition, in the event that an initial payment with respect to the
          installation has been paid for an Initial Product during a calendar year
          but
          such Initial Product is removed from the Customer site prior to the end
          of
          [** ***] after
          such calendar year, then such Initial Product will be deducted from the
          units
          placed in such subsequent year.

         

        “Average
          usage per installed unit per month” will equal the monthly average number of
          Scans ordered per installed Initial Product, for all Initial Products installed
          by September 30 of each calendar year, by Customers in the Territory during
          the
          last three months of each of the calendar years set forth in the table
          above.


         

        Both
          the
          units placed and the average usage per installed unit per month requirements
          must be met for any given calendar year(s) for the number of shares vesting
          for
          such calendar year(s) to vest; provided that if NEUROMetrix does not meet
          one or
          both of the requirements for a specific year, but does meet the combined
          requirements for two (2) or more consecutive years including such year,
          then all
          of the shares scheduled to vest for each of the years during such period
          will
          vest. All shares will vest as of December 31st
          of the
          year in which the vesting requirements are met.

         

        Within
          thirty (30) calendar days after the end of each calendar year, NEUROMetrix
          will
          calculate the number of shares that it believes should be vested as of
          the end
          of such calendar year and will provide written notice to EyeTel setting
          forth
          such calculation in reasonable detail. EyeTel will then have fifteen (15)
          days
          to either accept or provide written notice to NEUROMetrix that it disputes
          NEUROMetrix’s calculations. In the event that EyeTel does not provide written
          notice within such fifteen (15) day period, EyeTel will be deemed to have
          accepted NEUROMetrix’s calculations and such calculations will be final and
          binding on all parties. In the event that EyeTel does provide such written
          notice disputing NEUROMetrix’s calculations, such dispute will be resolved in
          accordance with the dispute resolution provision in the warrant relating
          to Fair
          Market Value.

        
          
             

            
              

            

            * Confidential
              Treatment Requested. 

          

          
            
               

            

            
              19

              
                

              

            

            
               

            

             

          

        

        D.  EyeTel
          shall provide to NEUROMetrix, so long as NEUROMetrix continues to hold
          any
          warrants that have not been exercised, the following:

         

        	i.    	
                Monthly
                  Reports.
                  As soon as available, but not later than twenty (20) days after
                  the end of
                  each fiscal month beginning with the report for the month of November
                  2006, a consolidated balance sheet of EyeTel as of the end of such
                  period
                  and consolidated statements of income and cash flows of EyeTel
                  for such
                  period; provided, however, that in the event that EyeTel becomes
                  a
                  publicly traded company, EyeTel shall no longer be obligated to
                  provide
                  NEUROMetrix with monthly financial statements pursuant to this
                  clause
                  (i).

              


         

        	ii.   	
                Quarterly
                  Reports.
                  As soon as available, but not later than twenty (20) days after
                  the end of
                  each quarterly accounting period, a consolidated balance sheet
                  of EyeTel
                  as of the end of such period and consolidated statements of income,
                  cash
                  flows and changes in stockholders’ equity for such quarterly accounting
                  period and for the period commencing at the end of the previous
                  fiscal
                  year and ending with the end of such period, setting forth in each
                  case in
                  comparative form the corresponding figures for the correspond-ing
                  period
                  of the preceding fiscal year, all prepared in accordance with GAAP,
                  subject to normal year-end adjustments and the absence of footnote
                  disclosure; provided, however, that in the event that EyeTel becomes
                  a
                  publicly traded company, EyeTel shall not be obligated to provide
                  NEUROMetrix with financial statements pursuant to this clause (ii)
                  prior
                  to the time that such financial statements are filed with the Securities
                  and Exchange Commission.

              


         

        	iii.  	
                Annual
                  Audit.
                  As soon as available after the end of each fiscal year of EyeTel,
                  commencing with the fiscal year ended December 31, 2006, audited
                  consolidated financial statements of EyeTel, which shall include
                  statements of income, cash flows and changes in stockholders' equity
                  for
                  such fiscal year and a balance sheet as of the last day thereof,
                  each
                  prepared in accordance with GAAP, and accompanied by the report
                  of a firm
                  of independent certified public accountants selected by EyeTel's
                  Board of
                  Directors; provided, however, that in the event that EyeTel becomes
                  a
                  publicly traded company, EyeTel shall not be obligated to provide
                  NEUROMetrix with financial statements pursuant to this clause (iii)
                  prior
                  to the time that such financial statements are filed with the Securities
                  and Exchange Commission.

              


         

        
          
             

          

          
            20

            
              

            

          

          
             

          

        

         

        E.  Prior
          to
          the end of the 2007 calendar year, EyeTel and NEUROMetrix will enter into
          a
          registration rights agreement pursuant to which NEUROMetrix will be granted
          piggy-back registration rights (other than with respect to EyeTel’s initial
          public offering and subject to customary underwriter cutbacks) with respect
          to
          the shares of Common Stock that would be issuable upon any exercise of
          the
          warrant to the extent vested, with standard and customary terms and
          conditions.

         

        	12.   	
                REPRESENTATIONS
                  AND WARRANTIES

              


         

        A.  Each
          party represents and warrants that the signatory to this Agreement on behalf
          of
          such party is authorized by the appropriate corporate action to bind the
          respective party to the terms and conditions of this Agreement and that
          this
          Agreement does not violate any term or condition of any organizational
          document
          of the party or any contract or applicable law to which such party is bound
          by.

         

        B.  Unless
          otherwise agreed by the parties, EyeTel represents and warrants to NEUROMetrix
          that all representation and warranties made to Customers in a Qualifying
          Customer Agreement are true and correct to the extent they relate to anything
          other than NEUROMetrix’s performance of its obligation under this agreement. Any
          exclusive remedies stated in a Qualifying Customer Agreement with respect
          to
          breach of any such warranty shall constitute the exclusive remedy for any
          breach
          of the foregoing warranty set forth in this paragraph.

         

        C.  EyeTel
          represents and warrants that the Products will meet all applicable regulatory
          requirements and have received all applicable regulatory certifications
          necessary for the use of the Products for their intended use.

         

        D.  Each
          party represents, warrants, certifies and covenants that its performance
          under
          this Agreement will comply with all applicable laws, ordinances, rules,
          and
          regulations, and all conventions and standards, as amended from time to
          time.

         

        E.  EyeTel
          represents, warrants and certifies that, as of the date of this Agreement,
          its
          outstanding capital stock is as listed on Exhibit
          E
          attached
          hereto, and other than as set forth on Exhibit
          E,
          it does
          not have any obligations to issue any additional shares of capital
          stock.

         

        G. Except
          as
          expressly stated in this Section 12, to the maximum extent permitted by
          law,
          neither Party makes any other representations or warranties in connection
          with
          this Agreement, and hereby disclaims any other warranties, whether express,
          implied or statutory, including, without limitation, any warranty of
          merchantability, fitness for a particular purpose, data accuracy, system
          integration, title, non-infringement or quiet enjoyment.

         

        	13.  
                	
                INDEMNIFICATION,
                  LIABILITY, AND INSURANCE

              


         

        A.  EyeTel
          agrees to defend, indemnify, protect, and hold harmless NEUROMetrix and
          its
          affiliates, officers, directors, employees, agents, servants, and
          representatives (the “NEUROMetrix Indemnitees”) from and against any and all
          costs, damages, losses, liabilities, and expenses, including reasonable
          attorney’s fees and costs, of whatever nature (“Losses”), resulting directly or
          indirectly from any third party claims, suits, actions or demands arising
          out of
          or relating to: (i) the breach by EyeTel of any of its covenants,
          representations, or warranties contained in this Agreement; (ii) any negligent
          act or omission, or willful misconduct of EyeTel or its agents, employees,
          or
          subcontractors; (iii) the
          infringement (or alleged infringement) of the U.S. patent, copyright, trade
          secret or trademark of any Person as a result of the development, manufacturing,
          sale or use of any Product or performance of any EyeTel Service; or (iv)
          the
          manner in which EyeTel performs its obligations under this Agreement, including,
          without limitation, the Scan Services.
          Notwithstanding the foregoing, EyeTel shall have no obligation under this
          Section 13.A with respect to infringement of third-party intellectual property
          rights to the extent arising from any modification of Products by or on
          behalf
          of NEUROMetrix.

         

        
          
             

          

          
            21

            
              

            

          

          
             

          

           

        

        B.  NEUROMetrix
          agrees to defend, indemnify, protect, and hold harmless EyeTel and its
          affiliates, officers, directors, employees, agents, servants, and
          representatives (the “EyeTel Indemnitees”) from and against any and all Losses
          resulting directly or indirectly from any third party claims, suits, actions
          or
          demands arising out of or relating to: (i) the breach by NEUROMetrix of
          any of
          its covenants, representations, or warranties contained in this Agreement;
          (ii)
          any negligent act or omission, or willful misconduct of NEUROMetrix or
          its
          agents, employees, or subcontractors; or (iii)
          the
          manner in which NEUROMetrix performs its obligations under this
          Agreement.

         

        C.  Any
          Person that may be entitled to indemnification under this Agreement (an
          “Indemnified Party”) shall give written notice to the Person obligated to
          indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming
          aware of any claim or other facts upon which a claim for indemnification
          could
          be based; the notice shall set forth such information with respect thereto
          as is
          then reasonably available to the Indemnified Party. The Indemnifying Party
          shall
          have the right, but not the obligation, to undertake the defense of any
          such
          claim asserted by a third party with counsel reasonably satisfactory to
          the
          Indemnified Party and the Indemnified Party shall cooperate in such defense
          and
          make available all records, materials and witnesses reasonably requested
          by the
          Indemnifying Party in connection therewith at the Indemnifying Party’s expense.
          If the Indemnifying Party shall have assumed the defense of the claim with
          counsel reasonably satisfactory to the Indemnified Party, the Indemnifying
          Party
          shall not be liable to the Indemnified Party for any legal or other expenses
          (other than for reasonable costs of investigation) subsequently incurred
          by the
          Indemnified Party in connection with the defense thereof. The Indemnified
          Party
may
          participate in such defense with counsel of its own choosing, at its own
          expense. The
          Indemnifying Party shall not be liable for any claim settled without its
          consent, which consent shall not be unreasonably withheld or delayed. The
          Indemnifying Party shall obtain the written consent of the Indemnified
          Party
          prior to ceasing to defend, settling or otherwise disposing of any claim.
          The
          Indemnified Party will not be entitled to indemnification for Losses of
          the
          Indemnified Party to the extent that any delay in providing notice of the
          claim
          for which indemnification may be available, or other failure to follow
          the
          procedures set forth in this Section 13.C, materially prejudices the
          Indemnifying Party’s ability to defend such claim or otherwise materially
          affects the Indemnifying Party’s ability to reduce the amount of indemnifiable
          Losses. A
          payment
          for indemnification shall only be made after any final judgment or award
          shall
          have been rendered by a court, arbitration board or administrative agency
          of
          competent jurisdiction and the expiration of the time in which to appeal
          therefrom, or a settlement shall have been consummated, or the Indemnifying
          Party or the Indemnified Party shall have arrived at a mutually binding
          agreement with respect to the claim.

         

        
          
             

          

          
            22

            
              

            

          

          
             

          

           

        

        D.  NEUROMetrix
          shall obtain, pay for and maintain insurance as is commercially reasonable
          in
          the industry as a reselling and customer service provider.

         

        E.  EyeTel
          shall obtain, pay for and maintain insurance as is commercially reasonable
          in
          the industry for a manufacturer and provider of services such as the Scan
          Services. In particular, EyeTel shall obtain comprehensive commercial general
          liability insurance, including contractual liability insurance and product
          liability insurance against claims regarding the production and sale of
          the
          Products in an amount not less than $2 million combined single limit bodily
          injury & property damage for each occurrence and $2 million aggregate,
          including coverage for products and completed operations, contractual liability
          insuring the obligations assumed and performed by EyeTel under this Agreement,
          independent contractors, and personal and advertising injury coverages.
          NEUROMetrix shall be named as an Additional Insured on such policies. In
          addition, EyeTel shall maintain Workers’ Compensation insurance in the amounts
          required by law. EyeTel will provide certificates and renewal certificates
          of
          insurance reflecting such policies and coverages as required above. Such
          certificates shall reflect that the underlying policies have been endorsed
          to
          provide at least thirty (30) days prior written notice to NEUROMetrix of
          the
          cancellation, non-renewal, reduction or material change of any such insurance
          coverage.

         

        F.  EXCEPT
          WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 13.A,
          13.B
          AND 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE (1) FOR LOSS OF PROFITS
          OR
          INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL OR OTHER SIMILAR DAMAGES
          ARISING
          OUT OF ANY BREACH OF THE TERMS OF THIS AGREEMENT OR OBLIGATIONS UNDER THE
          TERMS
          OF THIS AGREEMENT, NOR (2) FOR AGGREGATE DAMAGES EXCEEDING AMOUNTS PAID
          TO
          EYETEL UNDER THIS AGREEMENT, NOR (3) FOR ANY PARTICULAR CLAIM OR DISPUTE,
          EXCEEDING AMOUNTS PAID TO EYETEL UNDER THIS AGREEMENT DURING THE TWELVE
          (12)
          MONTHS IMMEDIATELY PRECEDING THE ACT, OMISSION OR EVENT GIVING RISE TO
          THE
          RELEVANT LIABILITY. For the avoidance of doubt, neither party will be liable
          to
          the other on account of termination or expiration of this Agreement for
          reimbursement or damages for the loss of goodwill, prospective profits,
          or
          anticipated income, or on account of any expenditures, investments, leases
          or
          commitments made by such party or for any other reason whatsoever based
          upon or
          growing out of such termination or expiration. THE PARTIES ACKNOWLEDGE
          THAT THIS
          SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR THE OTHER PARTY
          TO ENTER
          INTO THIS AGREEMENT AND THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO
          THIS
          AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.

         

        G.  In
          the
          event that a party does not obtain the insurance called for hereunder,
          the other
          party shall have the right, after providing thirty (30) days written notice,
          to
          obtain and pay for such insurance on such breaching party’s behalf (or in the
          alternative to obtain insurance coverage for itself with respect to the
          same
          risks) and deduct the cost of such insurance from all amounts otherwise
          due from
          such paying party to such breaching party.

         

        H.  All
          insurance called for under this Agreement shall be maintained during the
          term of
          this Agreement and for five (5) years after its termination.

         

        
          
             

          

          
            23

            
              

            

          

          
             

          

           

        

        	14.   
                	
                CONFIDENTIAL
                  INFORMATION

              


         

        A.  It
          is the
          intention of the parties that only a limited amount of Confidential Information
          of either party will be provided to the other and that, prior to providing
          Confidential Information to the other party, the disclosing party shall
          inform
          the receiving party that it is about to disclose Confidential Information
          in
          order to give the receiving party the opportunity to opt out of receiving
          such
          information. For purposes of this Agreement, “Confidential Information” of a
          party includes all information provided to the other party that the disclosing
          party has either marked as confidential or proprietary, or has identified
          as
          confidential or proprietary prior to disclosing such information to the
          receiving party, whether in writing or any other form and any copy thereof,
          and
          whether or not patentable or protectable by copyright, or developed or
          acquired
          by, or entrusted by a third party to, each party, including, but not limited
          to,
          data, plans for present and future research and development, marketing
          information, pricing, business plan(s), “know how,” methods, service techniques
          or plans, engineering data, software, trade secrets, designs, samples,
          specifications, customer lists, names, contact information, addresses,
          telephone
          numbers, and email addresses. Confidential Information of a party is the
          exclusive property of such party, is among such party’s valuable assets, and its
          value to that party may be lost by its unauthorized use or disclosure to
          Persons
          not related to such party. A party receiving Confidential Information of
          the
          other party shall maintain in confidence such Confidential Information
          to the
          same extent such party maintains its own confidential or proprietary information
          or trade secrets of similar kind and value (but at a minimum each party
          shall
          use commercially reasonable efforts to maintain such Confidential Information
          in
          confidence). Neither party shall, directly or indirectly, use the other
          party’s
          Confidential Information received hereunder or disclose or disseminate
          it to any
          Person (other than directly in connection with its obligations hereunder)
          during
          the term of this Agreement or at any time thereafter (subject to the exceptions
          below), regardless of the reason for such expiration, without the express
          written consent of the other party. This obligation of confidentiality
          shall not
          apply to any Confidential Information which (i) was properly and lawfully
          known
          to the receiving party at the time of receipt without any misconduct or
          duty to
          keep such information confidential on the receiving party’s part; (ii) was in
          the public domain at the time of receipt; (iii) becomes public through
          no
          wrongful act of the party obligated to keep it confidential; (iv) is properly
          received by the receiving party from a third party who did not thereby
          violate
          any confidentiality obligations to the disclosing party; or (v) was
          independently developed by the receiving party without the use of Confidential
          Information disclosed by the disclosing party. Notwithstanding the foregoing,
          a
          party may disclose Confidential Information of the other party to the extent
          such party reasonably determines, in consultation with its legal counsel,
          that
          such disclosure is required by applicable law, provided that in such event
          the
          disclosure shall be as limited as possible, the disclosing party shall
          first
          provide notice of such expected disclosure to the non-disclosing party,
          and the
          non-disclosing shall be given appropriate time and access to obtain counsel
          to
          challenge the necessity of the disclosure. Notwithstanding the termination
          of
          this Agreement, this Section 14.A shall survive for a period of five (5)
          years
          from the date of such termination, or until the relevant information is
          no
          longer subject to protection as a trade secret (through no fault of the
          receiving party), whichever period is longer. For avoidance of doubt, the
          terms
          of this Section 14 are intended to supersede all other prior confidentiality
          agreement between the parties, including, without limitation, the
          Confidentiality and Nondisclosure Agreement, dated July 31, 2006, with
          respect
          to all information received or disclosed after the Effective Date.

         

        
          
             

          

          
            24

            
              

            

          

          
             

          

           

        

        B.  Each
          party agrees not to hire or attempt to hire employees of the other party
          without
          its prior written consent during the term of this Agreement and for two
          (2)
          years thereafter.

         

        C.  In
          the
          event this Agreement is terminated for any reason, each party agrees to
          return
          to the other party all demonstration equipment and return and/or destroy
          all
          samples, Confidential Information, and other property of the other party
          within
          sixty (60) days after the date of such termination.

         

        


         

        	15.   
                	
                MISCELLANEOUS

              


         

        A.  This
          Agreement and the exhibits attached hereto constitute the entire Agreement
          between NEUROMetrix and EyeTel relating to the subject matter hereof, and
          supersede all prior understandings or agreements related to such subject
          matter.
          This Agreement may be amended or modified only in writing signed by both
          parties. This Agreement may only be assigned pursuant to the terms hereof,
          and
          any assignment not in compliance with such terms shall be null and void
          and of
          no further force and effect. Any notice to be given pursuant to this Agreement
          will be deemed given (i) three (3) days after deposit in priority, certified
          U.S. mail, return receipt requested, postage prepaid, (ii) one (1) day
          after
          deposit with a nationally recognized, overnight courier service, or (iii)
          upon
          date of facsimile provided that such facsimile is followed by a paper copy
          delivered pursuant to (i) or (ii), in all cases addressed to the party
          being
          notified at the address set forth below such party’s signature. Such addresses
          may be changed from time to time pursuant to this Section.

         

        B.  In
          the
          event that any provision or provisions of this Agreement shall be held
          by a
          court or other tribunal of competent jurisdiction to be unenforceable,
          such
          provision will be enforced to the maximum extent permissible and the remaining
          portions of this Agreement shall remain in full force and effect.

         

        C.  Any
          dispute, controversy, or claim relating to this Agreement (a “Dispute”) will be
          attempted to be resolved first through good faith negotiations between
          the
          parties. If the Dispute cannot be resolved through good faith negotiation
          within
          thirty (30) days (the “Pre-Arbitration Period”), either party may submit the
          Dispute to the office of the American Arbitration Association (“AAA”) in Boston,
          Massachusetts for binding arbitration in accordance with the AAA’s Commercial
          Arbitration Rules then in effect, as amended by this Agreement. The cost
          of the
          arbitration, including the fees and expenses of the arbitrator(s), will
          be
          shared equally by the parties, with each party paying its own attorney’s fees.
          The arbitrator(s) will have the authority to apportion liability between
          the
          parties, but will not have the authority to award any damages or remedies
          not
          available under the express terms of this Agreement. The arbitration award
          will
          be presented to the parties in writing, and upon the request of either
          party,
          will include findings of fact and conclusions of law, and will be delivered
          within thirty (30) days. The award may be confirmed and enforced in any
          court of
          competent jurisdiction. With regards to any action for breach of confidentiality
          or intellectual property obligations, nothing in this Section shall preclude
          either party from seeking interim equitable relief in the form of a temporary
          restraining order or preliminary injunction in any court of competent
          jurisdiction, and the parties each hereby consent to the personal jurisdiction
          of the courts located within either the Commonwealth of Massachusetts or
          the
          State of Maryland. Any such request by a party of a court for interim equitable
          relief shall not be deemed a waiver of the obligation to arbitrate hereunder.
          Notwithstanding the foregoing, for Disputes arising pursuant to Section
          6.G.ii:
          (i) the parties shall not be subject to the Pre-Arbitration Period; (ii)
          the
          arbitration shall use AAA’s expedited arbitration process; and (iii) the parties
          shall use their best efforts to have the arbitration award presented within
          sixty (60) days of the Dispute’s submission to AAA.

         

        
          
             

          

          
            25

            
              

            

          

          
             

          

           

        

        D.  Neither
          party shall be liable to the other for any breach or nonperformance of
          this
          Agreement for any reason beyond its control including (without limitation)
          acts
          of terror, war, strikes, action by any governmental agency, riot, embargoes,
          acts of civil or military authorities, fire, floods, accidents, strikes,
          failure
          to obtain export licenses or shortages of transportation, facilities, fuel,
          energy, labor or materials. If any such event of force majeure arises,
          the
          parties shall, as soon as practical, meet to consider the action to be
          taken to
          deal with the situation, and no steps shall be taken by either party to
          terminate this Agreement for a period of at least sixty (60) days following
          the
          occurrence or commencement of the event in question.

         

        E.  NEUROMetrix
          and EyeTel are each independent contractors and are not and will not be
          deemed
          to be employees, joint venture partners, franchisees, trust, agents, or
          any
          other form of legal association of the other party for any purposes whatsoever,
          including without limitation this Agreement is not to be construed to create
          any
          employer-employee relationship between NEUROMetrix and EyeTel or employees
          of
          either party.

         

        F.  The
          laws
          of the Commonwealth of Massachusetts, without regard to the conflicts of
          law
          provisions thereof, will govern any disputes arising in connection with
          this
          Agreement.

         

        G.  [Reserved]

         

        H.  Each
          party acknowledges that any breach of its obligations under this Agreement
          with
          respect to the proprietary rights or Confidential Information of the other
          party, including the exclusive license granted hereunder, will cause the
          other
          party irreparable injury for which there are inadequate remedies at law,
          and
          therefore the party will be entitled to equitable relief in addition to
          all
          other remedies provided by this Agreement or available at law (without
          the
          requirement of posting bond).

         

        I.  This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          considered an original, and shall become a binding agreement when each
          party
          shall have executed one counterpart. One or more counterparts may be delivered
          via telecopier with the intention that they shall have the same effect
          as an
          original counterpart thereof.

         

        J.  Neither
          party shall assign or transfer this Agreement or any rights or obligations
          hereunder without the prior written consent of the other party, except
          that each
          party is expressly permitted to make an assignment of this Agreement in
          its
          entirety without the other party’s consent to an entity that acquires all or
          substantially all of the assets of such party, whether in a merger,
          consolidation, reorganization, acquisition, sale or otherwise. Any third
          party
          that shall become an assignee of this agreement pursuant to this
          Section 15.J must execute an agreement expressly agreeing to be bound by
          the terms and conditions contained herein and to accept the obligations
          and
          responsibilities of the party that is assigning its rights to such third
          party.

         

        
          
             

          

          
            26

            
              

            

          

          
             

          

           

        

        K.  All
          licenses granted under or pursuant to this Agreement by EyeTel to NEUROMetrix
          are, and shall otherwise be deemed to be, for purposes of Paragraph 365(n)
          of
          the U.S. Bankruptcy Code (the “Code”), licenses to rights in “intellectual
          property” as defined in the Code. The parties hereto agree that NEUROMetrix, as
          a licensee of such rights under this Agreement, shall retain and may fully
          exercise all of its rights and elections under the Code. The parties hereto
          further agree that, in the event of the commencement of a bankruptcy proceeding
          by or against EyeTel including a proceeding under the Code, NEUROMetrix
          shall be
          entitled to a complete duplicate of (or complete access to, as appropriate)
          any
          such intellectual property and all embodiments of such intellectual property,
          and the same, if not already in NEUROMetrix’s possession, shall be promptly
          delivered to NEUROMetrix upon any such commencement of a bankruptcy proceeding
          upon written request therefore by NEUROMetrix.

         

        L.  EyeTel
          reserves all rights not expressly granted in this Agreement. NEUROMetrix
          acknowledges and agrees that, subject to the licenses granted herein, EyeTel
          retains title to all intellectual property rights of any nature that are
          embodied in or practiced by the use of any Products and the performance
          of any
          EyeTel Services. 

         

        [Signature
          Page Follows]

         

        


         

        
          
             

          

          
            27

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF, this Agreement is hereby executed as of the date first
          written
          above by the parties set forth below.

         

        
          	
                  NeuroMetrix,
                    Inc.

                   

                  By:
                    /s/
                    Gary L. Gregory  

                   

                  Name:
                    Gary L. Gregory

                   

                  Its:
                    Chief Operating Officer

                   

                  Address:   
                    62
                    Fourth Street

                  Waltham,
                    MA 02451

                   

                  Facsimile:  
                    781-890-1556

                	 	
                  EyeTel
                    Imaging, Inc

                   

                  By:/s/
                    John C. Garbarino 

                   

                  Name:
                    John C. Garbarino

                   

                  Its:
                    President and Chief Executive Officer

                   

                  Address:   
                    9130 Guilford Road

                  Columbia,
                    MD 21046 

                   

                  Facsimile:  
                    301-483-6168

                


        

        


         

        


         

        


        Signature
          Page


         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        EXHIBIT
          A

         

        Products

         

        DigiScope

         

        


         

        EyeTel
          Services

         

        Scan
          Services

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          B

         

        Excluded
          Products

         

        To
          be
          determined by mutual agreement from time to time

         

        Excluded
          EyeTel Services

         

        To
          be
          determined by mutual agreement from time to time 

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          C

         

        EyeTel
          Marks

         

        


         

        


         

        The
          EyeTel Marks shall include:

         

        EyeTelTM

         

        EyeTel
          ImagingTM

         

        The
          EyeTel Imaging logo (as used or modified by EyeTel from time to
          time)

         

        DigiscopeTM

         

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        EXHIBIT
          D

         

        Form
          of Warrant

         

        


        See
          Exhibit 4.5

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        EXHIBIT
          E

         

        


        EyeTel
          Imaging, Inc. - Capitalization as of 10/24/06

        


        


        
          	
                  Class/Series
                    of Stock

                	
                  Number
                    of Shares Outstanding

                	
                  Reserved
                    for Issuance

                
	
                  Common
                    Stock

                	
                  619,1072 

                	
                  2,297,1833 

                
	
                  Series
                    B Preferred Stock

                	
                  13,704,875

                	
                  297,7034 

                


        

        


         

        
          
            

          

          2 Excludes
            112,443 shares of restricted stock issued to Donald A. Fosanto.

           

          3 Consists
            of 55,120 and 2,139,474 shares reserved for issuance under the 2002 and
            2004
            Equity Incentive Plans, respectively, and 102,589 shares reserved for
            issuance
            upon exercise of warrants. Also excludes 744,750 shares approved by the
            board of
            directors of EyeTel for issuance under the 2004 Equity Incentive Plan
            still
            pending shareholder approval.

           

          4 Shares
            reserved for issuance upon exercise of warrants.