EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 30, 2006, by and between Xcorporeal, Inc., a Delaware corporation (“Company”), and Victor Gura, M.D. (“Executive”).

RECITALS

     A. WHEREAS, Executive has experience and expertise applicable to employment with Company to perform as the Chief Medical and Scientific Officer of Company, Company has agreed to employ Executive and Executive has agreed to enter into such employment, on the terms set forth in this Agreement.

     B. WHEREAS, Executive acknowledges that this Agreement is necessary for the protection of Company’s investment in its business, good will, products, patents, inventions, intellectual property, methods of operation, information, and relationships with its customers and other employees.

     C. WHEREAS, Company acknowledges that Executive desires definition of his compensation and benefits, and other terms of his employment.

     NOW, THEREFORE, in consideration thereof and of the covenants and conditions contained herein, the parties agree as follows:

AGREEMENT

1. TERM OF EMPLOYMENT

     1.1 Initial Term. The initial term of employment will begin on December 1, 2006 (the “Commencement Date”) and will continue until four (4) years following the Commencement Date (“Initial Term”). After the expiration of the Initial Term, Executive will be employed on an at-will basis, with either party able to terminate the employment, with or without cause and with or without notice. For purposes of this Agreement, the “Term” shall mean the period during which Executive is an employee of the Company.

2. EMPLOYMENT

     2.1 Employment of Executive. Company agrees to employ Executive to render services on the terms set forth herein. Executive hereby accepts such employment on the terms and conditions of this Agreement.

     2.2 Position and Duties. Executive will serve as Chief Medical and Scientific Officer of Company, reporting to the Chief Executive Officer or Chairman (“Chairman”) of the Company’s Board of Directors (“Board”), and will have the general powers, duties and responsibilities of management usually vested in that office in a corporation and such other powers and duties as may be prescribed from time to time by the Chairman or the Board.

     2.3 Standard of Performance. Executive agrees that he will at all times faithfully and industriously and to the best of his ability, experience and talents perform all of the duties that may be required of and from him pursuant to the terms of this Agreement. Such duties will be performed at such place or places as the interests, needs, business and opportunities of Company will require or render advisable.

     2.4 Exclusive Service.

          (a) Subject to Section 2.4(b), Executive will (i) devote substantially all of his business energies and abilities and all of his productive time to the performance of his duties under this Agreement (reasonable absences during holidays and vacations excepted), and will not, without the prior written consent of Company, render to others any service of any kind (whether or not for compensation) that, in the opinion of Company, would materially interfere with the performance of his duties under this Agreement, and (ii) not, without the prior written consent of Company, maintain any affiliation with, whether as an agent, consultant, employee, officer, director, trustee or otherwise, nor will he directly or indirectly render any services of an advisory nature or otherwise to, or participate or engage in, any other company or business activity.

          (b) Provided that doing so does not interfere with Executive’s obligations under the other provisions of this Section 2, Executive may spend up to ten hours per week (on a non-cumulative basis) attending and presenting at medical conferences, meetings and symposiums, lecturing and teaching at UCLA The Geffen School of Medicine, or treating private patients, all in a manner that does not compete with the business of the Company.

3. COMPENSATION

     3.1 Compensation. During the Term, Company will pay the amounts and provide the benefits described in this Section 3, and Executive agrees to accept such amounts and benefits in full payment for Executive’s services under this Agreement.

     3.2 Base Salary. Company will pay to Executive a base salary equivalent to $420,000.00 per year commencing the Commencement Date, payable in accordance with Company’s standard payroll practices. At Company’s sole discretion, Executive’s base salary may be increased, but not decreased, annually. Notwithstanding the foregoing, commencing on January 1, 2008 and annually thereafter, the Base Salary will be increased by at least the Consumer Price Index for Los Angeles, California (or a reasonable proxy thereof).

     3.3 Discretionary Bonus. Except as described in Section 5.1 below, Executive is eligible to receive an annual bonus in an amount that will be targeted at 50% of Executive’s base salary for such year. The bonus will be based on Executive achieving designated individual goals and milestones, and the overall performance and profitability of the Company. The goals and milestones will be established and reevaluated on an annual basis by mutual agreement of Executive and the Chairman, subject to review and approval by the Board or its Compensation Committee. Any bonus under this Section 3.3 will be based on a calendar year and will be paid no later than the March 15^th of the following year, and will be payable to the extent awarded regardless of whether Executive’s employment terminated prior to such payment. The first

annual bonus (for calendar year 2006), to the extent granted at the sole discretion of the Company, will be prorated based on the Commencement Date.

     3.5 Stock Options.

          (a) Upon U.S. Food and Drug Administration approval of the Company’s first product, Executive will, subject to Board approval (which will not be unreasonably withheld), be granted an option to purchase 500,000 shares of Company’s common stock pursuant to a stock option agreement under the provisions of Company’s 2006 Stock Incentive Plan (“Plan”) at an exercise price equal to the fair market value of the common stock on the date of grant, with a term of 10 years. This option is in addition to the option to purchase 500,000 shares of common stock granted to Executive on November 14, 2006 in his capacity as a director of the Company.

          (b) Except as otherwise set forth herein, vesting of options will cease upon the termination of both Executive’s service as a director and employment with Company and its affiliates.

     3.6 Fringe Benefits. Subject to Section 3.7 and upon satisfaction of the applicable eligibility requirements, Executive and Executive’s family will be provided with group medical and dental insurance and group dental coverage through Company’s plans. Medical and dental benefits will commence on the first day of the month following the Commencement Date. In the event that no benefit plans are in place at that time, the Company will reimburse Executive for COBRA coverage until such time as Executive is covered under the Company’s group medical and dental plans. Company will pay for $500,000 of term life insurance for the benefit of Executive, subject to the standard physical examination that is required by the issuing insurance company. In addition, Executive will be provided with accidental death and disability and long-term disability insurance, or reimbursed for the reasonably equivalent cost of a private disability policy. Executive will also be provided with $1,500 per month to reimburse executive for the cost of an automobile. Executive is also eligible to participate in Company’s 401K plan beginning on the first day of the month following the Commencement Date.

     3.7 Paid Time Off. Executive will accrue, on a daily basis, a total of four (4) workweeks of paid time off (PTO) per year commencing with the Commencement Date, provided, however, that Executive’s accrued and unused PTO may not exceed a total of seven (7) workweeks. This PTO will be in addition to normal Company holidays, which will be determined at the discretion of the Company from time to time. Thereafter, Executive will not continue to accrue PTO benefits until he has used enough PTO time to fall below this maximum amount. Any accrued but unused PTO will be paid to Executive, on a pro rata basis, at the time that his employment is terminated. In addition to PTO, the Executive will be entitled to normal Company holidays.

     3.8 Deduction from Compensation. Company will deduct and withhold from all compensation payable to Executive all amounts required to be deducted or withheld pursuant to any present or future law, ordinance, regulation, order, writ, judgment, or decree requiring such deduction and withholding.

4. REIMBURSEMENT OF EXPENSES

     4.1 Travel and Other Expenses. Company will pay to or reimburse Executive for those travel, promotional, professional continuing education and licensing costs (to the extent required), professional society membership fees, seminars and similar expenditures incurred by Executive which Company determines are reasonably necessary for the proper discharge of Executive’s duties under this Agreement and for which Executive submits appropriate receipts and indicates the amount, date, location and business character in a timely manner.

     4.2 Liability Insurance. Company will provide Executive with officers and directors’ insurance, or other liability insurance, consistent with its usual business practices, to cover Executive against all insurable events related to his employment with Company.

     4.3 Indemnification. Promptly upon written request from Executive, Company will indemnify Executive, to the fullest extent under applicable law, for all judgments, fines, settlements, losses, costs or expenses (including attorney’s fees), arising out of Executive’s activities as an agent, employee, officer or director of Company, or in any other capacity on behalf of or at the request of Company. Such agreement by Company will not be deemed to impair any other obligation of Company respecting indemnification of Executive otherwise arising out of this or any other agreement or promise of Company or under any statute. The rights to indemnification will survive any termination of Executive’s employment or this Agreement.

5. TERMINATION

     5.1 Termination With Good Cause; Resignation Without Good Reason. Company may terminate Executive’s employment at any time, with or without notice, or Good Cause (as defined below). If Company terminates Executive’s employment with Good Cause, or if Executive resigns without Good Reason (as defined below), Company will pay Executive his salary prorated through the date of termination, at the rate in effect at the time notice of termination is given, together with any benefits accrued through the date of termination and any accrued bonus earned through the date of termination. Company will have no further obligations to Executive under this Agreement or any other agreement, and all unvested options will terminate.

     5.2 Termination Without Good Cause; Resignation with Good Reason. Executive will have the right to terminate his employment with notice and Good Reason. If Company terminates Executive’s employment without Good Cause, or Executive resigns for Good Reason:

          (a) Company will pay Executive his salary prorated through the date of termination, at the rate in effect at the time notice of termination is given, together with any benefits accrued through the date of termination;

          (b) Company will pay Executive in a lump sum an amount equal to two (2) year’s salary (at the rate in effect at the time of termination) plus a bonus equal to 200% of the targeted bonus for the year in which termination occurs;

          (c) All of Executive’s unvested stock options will vest immediately; and

          (d) In addition to any rights under COBRA, the term for continued medical benefits provided by Company will continue for a period of two years from the date of termination, provided that coverage will terminate sooner if Executive and his family become eligible for coverage under another employer’s plan.

          To be eligible for the compensation provided for in Section 5.2(b), (c) and (d) above, Executive must execute a full and complete release of any and all claims against Company, excluding only: (i) claims for indemnification under (A) Sections 4.3 or 10.12 of this Agreement, (B) the Indemnification Agreement dated October 13, 2006 between the Company and Executive, or (C) the articles of incorporation or bylaws of the Company or applicable law; (ii) post-employment termination rights under employee benefit plans and stock option agreements; and (iii) rights to the compensation provided for in Section 5.2(b), (c) and (d) above. Except as set forth above, the release shall be in substantially the standard form used by Company (“Release”).

     5.3 Good Cause. For purposes of this Agreement, a termination will be for “Good Cause” if Executive has:

          (a) Commited an act of actual fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties under this Agreement;

          (b) Willfully or recklessly violated (i) Executive’s fiduciary duty to Company; (ii) any material provision of Company’s written Executive Handbook which results in material damage to the Company, or (iii) any applicable state or federal law or regulation;

          (c) Willfully, recklessly or grossly negligently failed or refused to comply with (i) the Company’s written Codes of Ethics as adopted by the Board or (ii) all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the Sarbanes-Oxley Act and the regulations of the Securities and Exchange Commission promulgated thereunder;

          (d) Materially breached this Agreement (other than Section 10.1) or the Confidentiality Agreement (defined below), or willfully failed to or refused to comply with the lawf