NeuroMetrix, Inc.

Michael Williams, Ph.D.

c/o NeuroMetrix, Inc.

On behalf of NeuroMetrix, Inc.

(the Company ) and its Board of Directors, I am pleased to confirm the following terms of your continuing employment

Your title will continue to be Senior Vice President of Engineering. In

this position, you will continue to report to the Company s Chief Executive

Officer. As you know, the Senior Vice President of Engineering is

responsible for overseeing the Company s overall product development and

product design activities. You also will be responsible for performing

any other services and duties in connection with the business, affairs and

operations of NeuroMetrix as may be assigned or delegated to you that are not

inconsistent with your title and responsibilities from time to time by or under

the authority of the Chief Executive Officer or Board of Directors.

Base Salary: The Company will pay you a salary

( Base Salary ) at a semi-monthly rate of $8,682.21 ($208,373 annualized),

subject to periodic review and adjustment at the discretion of the Company.

Variable Compensation: You will be eligible to receive

an annual cash performance bonus of up to twenty five (25) percent of your Base

Salary. The Company shall consider and make a bonus determination not

later than 60 days after the end of each fiscal year during which you are

employed by the Company and the Company will pay such bonus to you on or

before the 15th day of the third month after the end of the

following fiscal year (e.g., a bonus determined within 60 days after the end of

the fiscal year ending December 31, 2007 will be paid sometime between January 1,

2008 and March 15, 2008). Bonus awards shall be determined by the Company in its

Equity Awards: Subject to approval by the Board

of Directors, from time to time, you may be eligible to receive equity awards

under the Company s 2004 Stock Option and Incentive Plan, as amended from time

to time (the Plan ).

Benefits: The Company will continue to provide

medical insurance coverage and other benefits on the same terms and conditions

as provided to the Company s employees or other senior executives from time to

Paid Time Off: You also will be eligible to

receive paid vacation time. Currently, you are eligible for 15 days of

paid vacation per year, which accrues on a prorated basis and shall be treated

in a manner consistent with the Company s Employee Handbook, as amended from

time to time. You also will be eligible for paid holidays and personal

days recognized by the Company as set forth in the Company s Employee Handbook,

as amended from time to time.

Regarding Other Obligations: Your employment is conditioned on your continued

representation that you are not subject to any confidentiality or

non-competition agreement or any other similar type of restriction that would

affect your ability to devote full time and attention to your

Continuing Effect of

Confidentiality and Non-Compete Agreement: You acknowledge that you

and the Company entered into a Confidentiality and Non-Compete Agreement (the Non-Compete

Agreement ) which remains in full force and effect. You hereby acknowledge and reaffirm all

commitments made by you to the company in the Non-Compete Agreement.

Other Terms: Your employment with the Company

shall continue to be on an at-will basis. In other words, you or the

Company may terminate employment for any reason and at any time, with or

Severance: If (i) the Company

terminates your employment for any reason other than Cause or (ii) you

resign for Good Reason, then you will be entitled to receive continuation of

your Base Salary for a period of nine (9) months from the date of

termination (the Severance Period ). In

addition, the Company will accelerate your right to exercise shares under any

stock option granted to you by the Company on or after the date of this Letter

as if you had continued to work for the Company during the Severance

Period. During the Severance Period, the

Company will continue to contribute to your medical insurance coverage, which,

subject to your eligibility, will be extended to you under the law known as

COBRA at the same rate as if you continued to be employed by the Company.

Notwithstanding the foregoing, your receipt of the severance benefits described

in this paragraph will be subject, in all cases, to your execution, on or

before the 21st day following its presentation to you (which shall occur no

more than 14 days after the Date of Termination) of a release of any and all

claims that you may then have against the Company in connection with your

employment in a form that is satisfactory to the Company (the Release ) and

the effectiveness and irrevocability of the Release upon its execution or the

earliest day after its execution as is permitted by law.

Definitions: For purposes of this letter, Cause shall

mean a vote by the Board resolving that you shall be dismissed as a result of (i) your

material breach of any agreement between you and the Company; (ii) your

conviction of or plea of nolo contendere to a felony or a crime involving moral

turpitude; or (iii) any material misconduct or willful and deliberate non-performance

(other than by reason of disability) by you of your duties to the Company.

for Good Reason shall mean your resignation following your prior written

notice to the Company that the Company has materially breached this agreement

(with such written notice to describe such material breach in detail), provided

that (i) such written notice is provided within thirty (30) days after the

initial existence of such breach, (ii) such breach has, in fact, occurred

and remains uncured by the Company for thirty (30) days following its receipt

of such written notice (the Cure Period ), (iii) you resign upon not less

than 30 days nor more than 60 days prior written notice and (iv) you

provide the Company with the written notice of your resignation on or before

the fifteenth (15th) day after the end of the Cure Period.

Section 409A: Solely for purposes

of Section 409A of the Internal Revenue Code of 1986, as amended (the Code ),

each periodic severance payment made pursuant to this agreement shall be

considered a separate payment. Anything

in this agreement to the contrary notwithstanding, if at the time of your

termination or resignation, you are considered a specified employee within

the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any

payment that you become entitled to under this agreement would be considered

deferred compensation subject to interest and additional tax imposed pursuant

to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of

the Code, then no such payment shall be payable prior to the date that is the

earlier of (i) six months and one day after your separation from service,

Arbitration of Disputes: Any dispute arising hereunder or