CONSULTING AGREEMENT

Exhibit 10.1

Final Execution Version

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (the “ Agreement ”) is entered into as of October 1, 2007 (the “Effective Date”) by and among NxStage Medical, Inc., a Delaware corporation with its principal place of business at 439 South Union Street, 5 ^th Floor, Lawrence, MA 01843 (the “ Company ”) , DSU Medical Corporation, a Nevada corporation with its principal place of business at 101 Convention Center Dr, Las Vegas, NV 89109 (“DSU Medical”) and David S. Utterberg (“DSU”), in his individual capacity as an employee of DSU Medical Corporation (DSU Medical Corporation and DSU are hereinafter referred to individually and in the aggregate as the “ Consultant ”).

     WHEREAS, the Company and DSU are parties to a Stock Purchase Agreement (the “ Purchase Agreement ”) dated as of June 4, 2007;

     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, DSU Medical and Medisystems Corporation have entered into that certain License Agreement dated as of June 1, 2007 pursuant to which, among other matters, DSU Medical has granted to Medisystems Corporation rights and licenses under patent rights of DSU Medical (the “ License Agreement ”);

     WHEREAS, Consultant has particular expertise with respect to certain matters relating to the business of the Company; and

     WHEREAS, the Company desires to retain the services of the Consultant after the Closing Date (as defined in the Purchase Agreement) and Consultant has agreed to provide certain services pursuant to the terms and conditions set forth in this Agreement.

     NOW, THEREFORE in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged by the parties hereto, the parties agree as follows:

     1.  Scope of Services To Be Performed . Commencing on the Effective Date and continuing for a period of two (2) years thereafter (the “ Consulting Period ”), the Consultant agrees to perform consulting, advisory and related services for the Company as set forth in this Agreement (the “ Consulting Services ”). The Consulting Services shall consist of the Consultant’s use of commercially reasonable efforts consistent with past practice to conceive and create Inventions in the Inventing Field (as defined in Section 2 below). The specific projects to be performed as part of the Consulting Services shall be such projects in the Inventing Field and other projects relating to the business of the Company as may reasonably be requested from time to time by the Company. DSU shall serve as the primary contact for the Consulting Services and he shall be actively engaged in all projects. The chief executive officer of the Company shall serve as the primary contact for the Company with respect to the Consulting Services. Notwithstanding the foregoing, the total amount of hours for performance of all Consulting Services required under this Agreement shall not exceed more than [**] percent ([**]%) of DSU’s full-time work during the Consulting Period. “Full-time work” is defined as a full-time equivalent person year consisting of a total of [**] hours per year. Company understands and

agrees that Consultant shall not be required to reduce to practice or otherwise develop any prototypes or perform any product development work under this Agreement. Any such reduction to practice, prototype or product development work by the Consultant shall require a separate development agreement between the parties, and neither party shall have an obligation to enter into any such further written agreement.

     2.  Certain Definitions . As used herein the following terms shall have the following meanings:

      “ Agreed Amount ” shall mean part, but not all, of the Claimed Amount.

      “ Claim Notice ” shall mean written notification which contains (i) a description of the Damages incurred or reasonably expected to be incurred by the Indemnified Party and the Claimed Amount of such Damages, to the extent then known, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 12 for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages.

      “ Claimed Amount ” shall mean the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

      “ Common Stock ” shall mean the shares of common stock, $.001 par value per share, of the Company.

      “ Controlling Party ” shall mean the party controlling the defense of any Third Party Action.

      “ Damages ” shall mean any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), diminution in value, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or other dispute resolution proceedings relating to a Third Party Action or an indemnification claim under Section 13).

      “ Dispute ” shall mean the dispute resulting if the Indemnifying Party in a Response disputes its liability for all or part of the Claimed Amount.

     “ Inventing Field ” shall have the meaning set forth in Exhibit A.

     “ Inventions ” shall mean trade secrets, inventions (whether or not patentable), ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques.

     “ Licensed Patents ” shall have the meaning set forth in the License Agreement.

      “ Non-controlling Party ” shall mean the party not controlling the defense of any Third Party Action.

     “ Patents ” shall have the meaning set forth in the Purchase Agreement.

     “ Proprietary Rights ” shall mean all trade secret, patent, copyright and other intellectual property rights throughout the world.

     “ Relevant Inventions ” shall mean any and all Inventions that (i) relate to or are useful in the Inventing Field (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, and (ii) are conceived by Consultant, either alone or jointly with others, including Company, during the Consulting Period.

      “ Response ” shall mean a written response containing the information provided for in Section 13(c).

      “ Third Party Action” shall mean any suit or proceeding by a person or entity other than the Company, DSU Medical and DSU for which indemnification may be sought by the Company, DSU Medical and DSU under Section 12.

     3.  Disclosure/Records/Documentation . The Consultant will disclose to the Company fully and in writing all Relevant Inventions promptly after they are first made, conceived or reduced to practice. The Consultant shall document during the Consulting Period and for one (1) year thereafter, all Relevant Inventions conceived during the Consulting Period. Documentation by the Consultant shall include, without limitation, preparing invention disclosure forms, in reasonable detail; providing copies of all records pertaining to the Relevant Inventions, including lab notebooks, to the Company; and cooperating and assisting in the preparation and prosecution of patent applications with respect to the Relevant Inventions.

     4.  Cooperation; Compliance with Regulations . In performing the Consulting Services, the Consultant shall cooperate with the Company’s personnel, shall not interfere with the conduct of the Company’s business and shall observe all rules, regulations and security requirements of the Company applicable to independent consultants of which the Consultant is informed.

     5.  Nature of Relationship . It is the express intention of the parties to this Agreement that the Consultant is an independent contractor and not an employee, agent, joint venturer or partner of the Company for any purposes whatsoever. The Consultant shall not be entitled to any benefits that the Company may make available to employees from time to time. The Consultant shall be solely responsible for paying all state and federal income taxes on the Consulting Fees payable hereunder, for paying any unemployment insurance and social security taxes for Consultant and for maintaining adequate workers’ compensation insurance coverage for Consultant.

     6.  Consulting Fees . In full consideration for all of Consultant’s Services hereunder, Company shall pay DSU Medical Two Hundred Thousand US Dollars ($200,000) per annum hereunder, payable in quarterly installments of Fifty Thousand US Dollars ($50,000) commencing on the Effective Date and continuing quarterly thereafter. The Company shall reimburse DSU Medical for all travel and other out-of-pocket expenses incurred by the Consultant in rendering Services under this Agreement that is approved in advance in writing by the Company, and that is at rates consistent with the rates the CEO of the Company would be

reimbursed by the Company for similar expenditures in connection with the CEO’s activities on behalf of the Company.

     7.  Intellectual Property Rights In Inventions .

	(a)		Assignment of Relevant Inventions to Company . The Consultant hereby assigns and agrees to assign in the future, automatically, and without any further action required by the Consultant as and when any such Inventions are first conceived, to the Company all its right, title and interest in and to any and all Relevant Inventions and all of its Proprietary Rights in and to such Relevant Inventions. All patent applications that claim or cover such Relevant Inventions, and Patents issuing thereon, shall be referred to herein as “ Relevant Patents ”.
	(b)		License-Back Outside of the Inventing Field .

(i)

Relevant Patents . Company hereby grants to the Consultant an exclusive, worldwide, perpetual, royalty-free, fully paid-up, irrevocable license (with the right to sublicense) under the Relevant Patents to exploit the Relevant Inventions solely outside the Inventing Field, provided, however, that Consultant shall not have the right to exercise such licensed rights under any particular Relevant Patent, unless and until Consultant notifies Company that it has determined that a Relevant Invention assigned to Company pursuant to Section 7(a) with respect to which the Company has filed a Relevant Patent claiming or covering such Relevant Invention relates to or is useful outside of the Inventing Field, and (A) pays to Company one-half of all reasonable, documented out-of-pocket costs incurred by Company prior to the date of the delivery of such notice (and identified in writing to the Consultant within [**] days after the date of such notice) that are directly attributable to the prosecution or maintenance of such Relevant Patent on a worldwide basis and (B) agrees to pay any such reasonable, documented out-of-pocket costs incurred by Company after the date of the delivery of such notice until such time as Consultant notifies Company, in writing, that it no longer desires to retain such license. Consultant shall pay any such amounts owed within [**] days after receipt of a written invoice from Company setting forth the amounts due. If, at any time, Consultant fails to pay any undisputed invoiced amounts when due, Company shall provide Consultant with written notice of such deficiency and any undisputed payments or portions thereof cited in such notice which are not paid within [**] business days thereafter shall bear interest at a rate equal to the prime rate, as reported by Citibank, NA or its successor (or such other institution as agreed by the parties) calculated on the number of days such payment is delinquent, compounded monthly, and Consultant shall be liable for any reasonable out-of-pocket costs incurred by Company in collecting such amounts. If Consultant does not pay any such undisputed invoiced amounts within [**] days after such written notice all rights to the Relevant Patent(s) shall automatically terminate. Consultant may, at any time, elect not to pay any

			further prosecution and maintenance costs for any Relevant Patent with respect to which it earlier provided written notice of determination to Company. In the event the Consultant so elects, Consultant shall provide written notice of such election to Company. Upon Company’s receipt of such written election notice, all rights to such Relevant Patent granted to Consultant pursuant to this Agreement shall terminate, and Consultant shall not be obligated to pay any further prosecution or maintenance costs incurred by Company with respect to such Relevant Patent.
	(ii)		Relevant Non-Patent IP . Company hereby grants Consultant a non-exclusive, worldwide, perpetual, royalty-free, fully paid-up, irrevocable license (with the right to sublicense) under any Proprietary Rights (other than Patents) of Company in and to the Relevant Inventions to make, have made, use, sell, offer for sale, import, copy, modify, create derivative works of, display, perform and otherwise exploit the Relevant Inventions for any purpose solely outside of the Inventing Field.

	(c)		Further Assurances . At the Company’s sole expense, the Consultant will use commercially reasonable efforts to assist the Company in securing and enforcing the United States and foreign Proprietary Rights relating to the Relevant Inventions granted herein throughout the world. To that end the Consultant will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, the Consultant will execute, verify and deliver assignments of Relevant Inventions to the Company or its designee. The Consultant’s obligation to use commercially reasonable efforts to assist the Company, at the Company’s expense, with respect to Proprietary Rights relating to the Relevant Inventions in any and all countries shall continue beyond the termination of the Consulting Period. In the event the Company is unable for any reason, after reasonable effort, to secure the Consultant’s signature on any document required to perfect the Proprietary Rights assigned to Company with respect to the Relevant Inventions, the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by the Consultant.
	(d)		Transfers, Inconsistent Actions . Company shall not transfer or assign (whether by sale, merger, assignment, transfer, license, reorganization, spin-off, will, trust, devise or other transaction or occurrence of any kind) (a “ Transfer ”) its right, title or interest in and to the Relevant Patents unless (a) such transferee, licensee, assignee, beneficiary, or acquiror (as applicable, the “ Transferee ”) is bound by the grant of rights contained in this Agreement, and (b) such Transferee confirms in writing as a condition of any such Transfer that the licenses and other rights

granted to Licensee hereunder shall not be affected or diminished in any manner by such Transfer. Company shall not take any other action inconsistent with the rights granted to Consultant pursuant to this Article 7 with respect to the Relevant Inventions.

     8.  Confidentiality .

     (a)  Obligation of Confidentiality and Nondisclosure . During the Consulting Period, each party may receive or have access to the Proprietary Information (as defined below) of the other party. Each party shall maintain the Proprietary Information of the other party in confidence using commercially reasonable efforts no less protective than the practices such party utilizes to preserve the proprietary nature of its own comparable confidential information, and shall not disclose, lecture upon or publish any such Proprietary Information to any third party, other than (i) to employees of such party and independent contractors who need to know such information in connection with the exercise of rights and performance of obligations under this Agreement and are subject to obligations of confidentiality and nondisclosure with respect thereto at least as strict as those set forth herein, (ii) as required in connection with the exercise of rights and performance obligations under this Agreement, and (iii) as expressly authorized in writing by the chief executive officer of the other party. In addition, neither party shall use the Proprietary Information of the other party except as required in connection with the exercise of rights and performance of obligations under this Agreement.

     (b)  Proprietary Information . The term “ Proprietary Information ” shall mean any and all confidential and/or non-public proprietary data or information of a party or its affiliates (including any information of third parties that such party or its affiliates is obligated to maintain in confidence) that is disclosed by such party to the other party in connection with the performance or receipt of the Consulting Services under this Agreement. By way of illustration but not limitation, “Proprietary Information” includes (i) Relevant Inventions; and (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of employees of a party. All Proprietary Information that arises from the performance of the Consulting Services shall constitute the Proprietary Information of both Company and Consultant (“ Relevant Invention Proprietary Information ”).

     (c)  Exceptions . Notwithstanding the foregoing, “Proprietary Information” shall not include any materials, information that the receiving party can demonstrate (i) is or becomes publicly known through no act or fault of the receiving party; (ii) is developed independently by the receiving party without access to or use of the disclosing party’s Proprietary Information; (iii) is known by the receiving party when disclosed by the disclosing party, from a source other than the disclosing party or its affiliates, where such receiving party does not then have a duty to maintain its conf