Exhibit 10.31  INDEMNIFICATION AGREEMENT  This Agreement made and entered into this 4th day of May, 2009 (the Agreement),
by and between NeuroMetrix, Inc., a Delaware corporation (the Company,
which term shall include, where appropriate, any Entity (as hereinafter
defined) controlled directly or indirectly by the Company) and Walter
Christensen (the Indemnitee):  WHEREAS, the Company desires to retain the Indemnitee to serve as
employee and officer of the Company in the role of Chief Financial Officer,
principal financial officer and principal accounting officer;  WHEREAS, increased corporate litigation has subjected persons serving
in such roles to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such persons;  WHEREAS, the Companys By-laws
(the By-laws) require it to indemnify certain persons associated with
the Company and permit it to make other indemnification arrangements and
agreements;  WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitees rights to full indemnification against
litigation risks and expenses (regardless, among other things, of any amendment
to or revocation of the By-laws
or any change in the ownership of the Company);  WHEREAS, the Company intends that this Agreement provide Indemnitee
with greater protection than that which is provided by the Companys By-laws; and  WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement inbecomingan
employee and officer of the Company in the role of Chief Financial Officer,
principal financial officer and principal accounting officer.  NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:  1.             Definitions.  (a)           Corporate Status describes the
status of a person who is serving or has served (i) as employee and
officer of the Company in the role of Chief Financial Officer, principal
financial officer and principal accounting officer,(ii) in any capacity with respect to any employee
benefit plan of the Company, or (iii) as a director, partner, trustee,
officer, employee, or agent of any other Entity at the request of the
Company.  For purposes of subsection (iii) of
this Section 1(a), if Indemniteeis
serving or has served as a director, partner, trustee, officer, employee or
agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request
of the Company.


(b)           Entity shall mean any corporation,
partnership, limited liability company, joint venture, trust, foundation,
association, organization or other legal entity.  (c)           Expenses shall mean all fees, costs
and expenses incurred by Indemnitee in connection with any Proceeding (as
defined below), including, without limitation, attorneys fees, disbursements
and retainers (including, without limitation, any such fees, disbursements and
retainers incurred by Indemnitee pursuant to Sections 10 and 11(c) of
this Agreement), fees and disbursements of expert witnesses, private
investigators and professional advisors (including, without limitation,
accountants and investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding costs, telephone
and fax transmission charges, postage, delivery services, secretarial services,
and other disbursements and expenses.  (d)           Indemnifiable Expenses, Indemnifiable
Liabilities and Indemnifiable Amounts shall have the meanings ascribed to
those terms in Section 3(a) below.  (e)           Liabilities shall mean judgments,
damages, liabilities, losses, penalties, excise taxes, fines and amounts paid
in settlement.  (f)            Proceeding shall mean any threatened,
pending or completed claim, action, suit, arbitration, alternate dispute
resolution process, investigation, administrative hearing, appeal, or any other
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, whether formal or informal, including a proceeding initiated by
Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitees
rights hereunder.  (g)           Subsidiary shall mean any
corporation, partnership, limited liability company, joint venture, trust or
other Entity of which the Company owns (either directly or through or together
with another Subsidiary of the Company) either (i) a general partner,
managing member or other similar interest or (ii) (A) 50% or more of
the voting power of the voting capital equity interests of such corporation,
partnership, limited liability company, joint venture or other Entity, or (B) 50%
or more of the outstanding voting capital stock or other voting equity
interests of such corporation, partnership, limited liability company, joint
venture or other Entity.  2.             Services of Indemnitee.  In consideration of the Companys covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as
an employee and officer of the Companyin the role of Chief Financial Officer, principal
financial officer and principal accounting officer.  However, this Agreement shall
not impose any obligation on Indemnitee or the Company to continue Indemnitees
service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any.  2


3.             Agreement to Indemnify.  The Company agrees to indemnify Indemnitee as
follows:  (a)           Proceedings Other Than By or In
the Right of the Company.  Subject to
the exceptions contained in Section 4(a) below, if Indemnitee was or
is a party or is threatened to be made a party to any Proceeding (other than an
action by or in the right of the Company) by reason of Indemnitees Corporate
Status, Indemnitee shall be indemnified by the Company against all Expenses and
Liabilities actually and reasonably incurred or paid by Indemnitee in
connection with such Proceeding (referred to herein as Indemnifiable Expenses
and Indemnifiable Liabilities, respectively, and collectively as Indemnifiable
Amounts).  (b)           Proceedings By or In the Right of
the Company.  Subject to the
exceptions contained in Section 4(b) below, if Indemnitee was or is a
party or is threatened to be made a party to any Proceeding by or in the right
of the Company by reason of Indemnitees Corporate Status, Indemnitee shall be
indemnified by the Company against all Indemnifiable Expenses.  (c)           Conclusive Presumption Regarding
Standard of Care.  In making any
determination required to be made under Delaware law with respect to
entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee submitted a request therefor in accordance
with Section 5 of this Agreement, and the Company shall have the burden of
proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.  4.             Exceptions to Indemnification.  Indemnitee shall be entitled to
indemnification under Sections 3(a) and 3(b) above in all
circumstances other than with respect to any specific claim, issue or matter
involved in the Proceeding out of which Indemnitees claim for indemnification
has arisen, as follows:  (a)           Proceedings Other Than By or In
the Right of the Company.  If
indemnification is requested under Section 3(a) and it has been
finally adjudicated by a court of competent jurisdiction that, in connection
with such specific claim, issue or matter, Indemnitee failed to act (i) in
good faith and (ii) in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, or, with respect to any
criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitees
conduct was unlawful, Indemnitee shall not be entitled to payment of
Indemnifiable Amounts hereunder.  (b)           Proceedings By or In the Right of
the Company.  If indemnification is
requested under Section 3(b) and  (i)            it
has been finally adjudicated by a court of competent jurisdiction that, in
connection with such specific claim, issue or matter, Indemnitee failed to act (A) in
good faith and (B) in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, Indemnitee shall not be
entitled to payment of Indemnifiable Expenses hereunder; or  3


(ii)           it
has been finally adjudicated by a court of competent jurisdiction that Indemnitee
is liable to the Company with respect to such specific claim, Indemnitee shall
not be entitled to payment of Indemnifiable Expenses hereunder with respect to
such claim, issue or matter unless the Court of Chancery or another court in
which such Proceeding was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification for
such Indemnifiable Expenses which such court shall deem proper; or  (iii)          it
has been finally adjudicated by a court of competent jurisdiction that
Indemnitee is liable to the Company for an accounting of profits made from the
purchase or sale by the Indemnitee of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934,
the rules and regulations promulgated thereunder and amendments thereto or
similar provisions of any federal, state or local statutory law, Indemnitee
shall not be entitled to payment of Indemnifiable Expenses hereunder.  (c)           Insurance Proceeds.  To the extent payment is actually made to the
Indemnitee under a valid and collectible insurance policy in respect of
Indemnifiable Amounts in connection with such specific claim, issue or matter,
Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder
except in respect of any excess beyond the amount of payment under such
insurance.  5.Procedure for Payment of Indemnifiable Amounts. 
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Amounts for which Indemnitee seeks payment under Section 3
of this Agreement and the basis for the claim. 
The Company shall pay such Indemnifiable Amounts to Indemnitee within
sixty (60) calendar days of receipt of the request.  At the request of the Company, Indemnitee
shall furnish such documentation and information as are reasonably available to
Indemnitee and necessary to establish that Indemnitee is entitled to
indemnification hereunder.  If Indemnitee
is entitled under any provisions of this Agreement to indemnification by the
Company of some or a portion of the Indemnifiable Amounts but not, however, for
all of the total amount thereof, the Company will nevertheless indemnify the
Indemnitee for the portion thereof to which the Indemnitee is entitled.  6.Indemnification for Expenses of a Party Who is Wholly or Partly
Successful.Notwithstanding
any other provision of this Agreement, and without limiting any such provision,
to the extent that Indemnitee is, by reason of Indemnitees Corporate Status, a
party to and is successful, on the merits or otherwise, in any Proceeding,
Indemnitee shall be indemnified against all Expenses reasonably incurred by
Indemnitee or on Indemnitees behalf in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses reasonably incurred by
Indemnitee or on Indemnitees behalf in connection with each successfully
resolved claim, issue or matter.  For
purposes of this Agreement, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, by reason of
settlement, judgment, order or otherwise, shall be deemed to be a successful
result as to such claim, issue or matter.  4


7.Effect of Certain Resolutions.  Neither the
settlement or termination of any Proceeding nor the failure of the Company to
award indemnification or to determine that indemnification is payable shall
create a presumption that Indemnitee is not entitled to indemnification
hereunder.  In addition, the termination
of any proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal Proceeding, had reasonable cause to
believe that Indemnitees action was unlawful.  8.Agreement to Advance Expenses; Undertaking. 
The Company shall advance all Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding, including a Proceeding by or in
the right of the Company, in which Indemnitee is involved by reason of such
Indemnitees Corporate Status within ten (10) calendar days after the
receipt by the Company of a written statement from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  To the
extent required by Delaware law, Indemnitee hereby undertakes to repay any and
all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally
determined by a court of competent jurisdiction that Indemnitee is not entitled
under this Agreement to indemnification with respect to such Expenses.  This 
undertaking is an unlimited general obligation of Indemnitee.  9.Procedure for Advance Payment of Expenses. 
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8
of this Agreement, together with documentation evidencing that Indemnitee has
incurred such Indemnifiable Expenses. 
Payment of Indemnifiable Expenses under Section 8 shall be made no
later than ten (10) calendar days after the Companys receipt of such
request.  10.Remedies
of Indemnitee.  (a)           Right to Petition Court.  In the event that Indemnitee makes a request
for payment of Indemnifiable Amounts under Sections 3 and 5 above or a
request for an advancement of Indemnifiable Expenses under Sections 8 and
9 above and the Company fails to make such payment or advancement in a timely
manner pursuant to the terms of this Agreement, Indemnitee may petition the
Court of Chancery to enforce the Companys obligations under this Agreement.  (b)           Burden of Proof.  In any judicial proceeding brought under Section 10(a) above,
the Company shall have the burden of proving that Indemnitee is not entitled to
payment of Indemnifiable Amounts hereunder.  (c)           Expenses.  The Company agrees to reimburse Indemnitee in
full for any Expenses incurred by Indemnitee in connection with investigating,
preparing for, litigating, defending or settling any action brought by
Indemnitee under Section 10(a) above, or in connection with any claim
or counterclaim brought by the Company in connection therewith, whether or not
Indemnitee is successful in whole or in part in connection with any such
action.  5


(d)           Failure to Act Not a Defense.  The failure of the Company (including its
Board of Directors or any committee thereof, independent legal counsel, or
stockholders) to make a determination concerning the permissibility of the
payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses
under this Agreement shall not be a defense in any action brought under Section 10(a) above,
and shall not create a presumption that such payment or advancement is not
permissible.  11.           Defense
of the Underlying Proceeding.  (a)           Notice by Indemnitee.  Indemnitee agrees to notify the Company
promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information, or other document relating to any Proceeding which may
result in the payment of Indemnifiable Amounts or the advancement of
Indemnifiable Expenses hereunder; provided, however, that the failure to give
any such notice shall not disqualify Indemnitee from the right, or otherwise
affect in any manner any right of Indemnitee, to receive payments of
Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the
Companys ability to defend in such Proceeding is materially and adversely
prejudiced thereby.  (b)           Defense by Company.  Subject to the provisions of the last
sentence of this Section 11(b) and of Section 11(c) below,
the Company shall have the right to defend Indemnitee in any Proceeding which
may give rise to the payment of Indemnifiable Amounts hereunder; provided,
however that the Company shall notify Indemnitee of any such decision to defend
within ten (10) calendar days of receipt of notice of any such Proceeding
under Section 11(a) above.  The
Company shall not, without the prior written consent of Indemnitee, consent to
the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee or (ii) does
not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in
form and substance reasonably satisfactory to Indemnitee.  This Section 11(b) shall not apply
to a Proceeding brought by Indemnitee under Section 10(a) above or
pursuant to Section 19 below.  (c)           Indemnitees Right to Counsel.  Notwithstanding the provisions of Section 11(b) above,
if in a Proceeding to which Indemnitee is a party by reason of Indemnitees
Corporate Status, (i) Indemnitee reasonably concludes that he or she may
have separate defenses or counterclaims to assert with respect to any issue
which may not be consistent with the position of other defendants in such Proceeding,
(ii) a conflict of interest or potential conflict of interest exists
between Indemnitee and the Company, or (iii) if the Company fails to
assume the defense of such proceeding in a timely manner, Indemnitee shall be
entitled to be represented by separate legal counsel of Indemnitees choice at
the expense of the Company.  In addition,
if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to
declare this Agreement void or unenforceable, or institutes any action, suit or
proceeding to deny or to recover from Indemnitee the benefits intended to be
provided to Indemnitee hereunder, Indemnitee shall have the right  6


to retain counsel of
Indemnitees choice, at the expense of the Company, to represent Indemnitee in
connection with any such matter.  12.           Representations
and Warranties of the Company.  The
Company hereby represents and warrants to Indemnitee as follows:  (a)           Authority.  The Company has all necessary power and
authority to enter into, and be bound by the terms of, this Agreement, and the
execution, delivery and performance of the undertakings contemplated by this
Agreement have been duly authorized by the Company.  (b)           Enforceability.  This Agreement, when executed and delivered
by the Company in accordance with the provisions hereof, shall be a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the enforcement of creditors rights generally.  13.           Insurance.  The Company shall, from time to time, make
the good faith determination whether or not it is practicable for the Company
to obtain and maintain a policy or policies of insurance with a reputable
insurance company providing the Indemnitee with coverage for losses from
wrongful acts.  For so long as Indemnitee
shall remain an employee and officer of the Company in the role of Chief
Financial Officer, principal financial officer and principal accounting officer
and with respect to any such prior service, in all policies of director and
officer liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee the same rights and benefits as are accorded to
the most favorably insured of the Companys officers and directors.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company
determines in good faith that such insurance is not reasonably available, if
the premium costs for such insurance are disproportionate to the amount of
coverage provided, or if the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit. The Company shall promptly
notify Indemnitee of any good faith determination not to provide such coverage.  14.           Contract
Rights Not Exclusive.  The rights to
payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses
provided by this Agreement shall be in addition to, but not exclusive of, any
other rights which Indemnitee may have at any time under applicable law, the
Companys Certificate of Incorporation or By-laws, or any other agreement, vote
of stockholders or directors (or a committee of directors), or otherwise, both
as to action in Indemnitees official capacity and as to action in any other
capacity as a result of Indemnitees serving as an employee and officer of the
Company in the role of Chief Fiancial Officer, principal financial officer and
principal accounting officer.  15.           Successors.  This Agreement shall be (a) binding upon
all successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of
Indemnitee.  This Agreement shall
continue for the benefit of Indemnitee and such heirs, personal
representatives, executors and administrators after Indemnitee has ceased to
have Corporate Status.  7


16.           Subrogation.  In the event of any payment of Indemnifiable
Amounts under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of contribution or recovery of Indemnitee
against other persons, and Indemnitee shall take, at the request of the
Company, all reasonable action necessary to secure such rights, including the
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.  17.           Change
in Law.  To the extent that a change
in Delaware law (whether by statute or judicial decision) shall permit broader
indemnification or advancement of expenses 
than is provided under the terms of the By-laws and this Agreement, Indemnitee
shall be entitled to such broader indemnification and advancements, and this
Agreement shall be deemed to be amended to such extent.  18.           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement, or any clause
thereof, shall be determined by a court of competent jurisdiction to be
illegal, invalid or unenforceable, in whole or in part, such provision or
clause shall be limited or modified in its application to the minimum extent
necessary to make such provision or clause valid, legal and enforceable, and
the remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.  19.           Indemnitee
as Plaintiff.  Except as provided in Section 10(c) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
which it controls, any director or officer thereof, or any third party, unless
the Board of Directors of the Company has consented to the initiation of such
Proceeding.  This Section shall not
apply to counterclaims or affirmative defenses asserted by Indemnitee in an
action brought against Indemnitee.  20.           Modifications
and Waiver.  Except as provided in Section 17
above with respect to changes in Delaware law which broaden the right of
Indemnitee to be indemnified by the Company, no supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by each
of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement (whether or not similar), nor shall
such waiver constitute a continuing waiver.  8


21.           General
Notices.  All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given (a) when delivered by hand, (b) when
transmitted by facsimile and receipt is acknowledged, or (c) if mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:  (i)If to Indemnitee, to:  Walter Christensen N29W26180 Steeplechase Court Pewaukee, WI 53072  (ii)If to the Company, to:  NeuroMetrix, Inc. 62 Fourth Avenue Waltham, MA  02451 Attention:  President  or to
such other address as may have been furnished in the same manner by any party
to the others.  22.           Governing
Law; Consent to Jurisdiction; Service of Process.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to its rules of conflict of laws. 
Each of the Company and the Indemnitee hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware and the courts of the United States of
America located in the State of Delaware (the Delaware Courts) for any
litigation arising out of or relating to this Agreement and the transactions
contemplated hereby (and agrees not to commence any litigation relating thereto
except in such courts), waives any objection to the laying of venue of any such
litigation in the Delaware Courts and agrees not to plead or claim in any
Delaware Court that such litigation brought therein has been brought in an
inconvenient forum.  Each of the parties
hereto agrees, (a) to the extent such party is not otherwise subject to
service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such partys agent for acceptance of legal process,
and (b) that service of process may also be made on such party by prepaid
certified mail with a proof of mailing receipt validated by the United States
Postal Service constituting evidence of valid service.  Service made pursuant to (a) or (b) above
shall have the same legal force and effect as if served upon such party
personally within the State of Delaware. 
For purposes of implementing the parties agreement to appoint and
maintain an agent for service of process in the State of Delaware, each such
party does hereby appoint Corporation Service Company, 2711 Centerville Road Suite 400,
Wilmington, New Castle County, Delaware 19808, as such agent and each such
party hereby agrees to complete all actions necessary for such appointment.  [signature page follows]  9


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.  NEUROMETRIX, INC.By:
  /s/
  Shai Gozani, M.D., Ph.D.Name: Shai N. Gozani,
  M.D., Ph.D.Title:   President and Chief Executive OfficerINDEMNITEE/s/
  Walter ChristensenWalter Christensen  10