CFO CONSULTING AGREEMENT

Exhibit 10.1

CFO CONSULTING AGREEMENT

 THIS CFO CONSULTING AGREEMENT (the "Agreement") is made effective as of July 24, 2008 (the "Effective Date"), by and between Alsius Corporation, a Delaware corporation (together with its wholly-owned subsidiary, the "Company"), and Gregory J. Tibbitts ("Consultant").

WHEREAS, the Company desires to retain Consultant to act as the Company's interim principal accounting and financial officer (as defined in the rules under the Securities Exchange Act of 1934), and Consultant desires to serve in that capacity;

WHEREAS, in that role Consultant will serve as the Company's Chief Financial Officer and will perform all functions related thereto, including but not limited to overseeing the Company's accounting and finance organization, preparing the Company's financial statements and signing the Company's reports on Form 10-Q and 10-K, communicating with shareholders and assisting in a financing or other strategic transaction (collectively, the "Services");

NOW, THEREFORE, in consideration of the mutual promises and obligations herein, and other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

AGREEMENT

1.             Consulting Services .   During the term of this Agreement, Consultant will provide the Services as the Company's Chief Financial Officer, and will report directly to William Worthen, the Company's Chief Executive Officer.  Consultant will provide the Services a minimum of three (3) full business days per week through December 31, 2008, working at  least two (2) of those days at the Company's headquarters in Irvine, California.  In 2009, Consultant agrees to be available to assist in the preparation and completion of the Company's 2008 financial audit, the Company's annual report on Form 10-K, and the Company's proxy statement.   Consultant's exact schedule and the days on which he works in 2008 and 2009 will be mutually agreed to by him and Mr. Worthen.  Consultant's Service will begin on the Effective Date.

2.             Consultant's Fees .   During the term of this Agreement, the Company shall pay Consultant $1,250 for each full day Consultant provides Services (the "Per Diem Fee"), to be paid in accordance with the Company's bi-weekly payroll.  On a case by case basis, if Mr. Worthen and Consultant agree Consultant will work a partial day, he will be paid half the Per Diem Fee for that day.  In addition, Consultant will be entitled to a success fee of $50,000 in the event the Company raises a minimum of $7.5 million in a debt or equity financing transaction (a "Financing"), and a success fee of $100,000 if the Company or its assets are acquired by a third party (an "Acquisition").  The success fee will only be paid if Consultant has provided Services to the Company at least through December 31, 2008 and if the Financing or Acquisition closes within ninety (90) days of Consultant's termination of Service to the Company.  The success fee will be paid to Consultant no later than the next regular Company payroll date after the closing of the Financing or Acquisition, but if the closing occurs before December 31, 2008, Consultant will be paid the success fee on the next payroll date after December 31, 2008 as long as he is in Service to the Company through such date.  Notwithstanding the foregoing, if an Acquisition closes before December 31, 2008 and the buyer asks that Consultant resign or otherwise terminates his service prior to December 31, 2008, then the success fee for the Acquisition must be paid to Consultant no later than his last day of service to the Company.

3.             Term & Termination .   This Agreement shall commence on the Effective Date and shall continue through March 31, 2009, unless terminated or extended as set forth below.