EXHIBIT
      10.3

     

    LICENSE
      AGREEMENT 

     

         This
      License Agreement (“Agreement”)
      is
      entered into as of September 1, 2006, by and between National Quality Care,
      Inc., a Delaware corporation (“Licensor”),
      and
      Xcorporeal, Inc. (“Licensee”)
      (each,
      a “Party;”
      collectively, the “Parties”).
      The
      Parties hereby agree as follows: 

     

    1.
      Defined
      Terms. 

     

         For
      purposes of this Agreement, the following definitions will apply: 

     

         “Affiliate”
means,
      when applied to a Party, any entity that is controlled by, controls, or is
      under
      common control with, such Party. 

     

         “Confidential
      Information”
means
      and includes any non-public information relating to or concerning a Party hereto
      (the “Disclosing
      Party”),
      or
      any of its Affiliates, that is provided or made available to the other Party
      (the “Receiving
      Party”),
      either before or after the Effective Date of this Agreement, directly or
      indirectly, in any form whatsoever, including in writing, orally, and in
      electronic or other machine readable form, including, but not be limited to,
      designs, know-how, inventions, technical data, ideas, uses, processes, methods,
      formulae, research and development records and materials, work in process,
      scientific, engineering and/or manufacturing records or materials, marketing
      plans, business plans, financial or personnel records or materials, present
      or
      future products, sales, suppliers, customers, employees, investors or business,
      information about this Agreement, and any other non-public business records
      and
      information, the use or disclosure of which might reasonably be construed to
      be
      contrary to the interests of the Disclosing Party or any of its Affiliates,
      including non-public information of third parties that is possessed by the
      Disclosing Party is subject to confidentiality obligations and that the
      Disclosing Party is lawfully allowed to disclose to the Receiving Party.


     

         “Derivative
      Works”
means
      (a) for Licensor material subject to copyright or mask work right
      protection, any work that as a whole represents an original work of authorship,
      and is based upon one or more pre-existing works, such as a revision,
      modification, translation, abridgment, condensation, expansion, collection,
      compilation or any other form in which such pre-existing works may be recast,
      transformed or adapted; (b) for Licensor patentable materials, any
      adaptation, subset, addition, improvement or combination of such materials;
      (c) for Licensor material subject to trade secret protection, any new
      material, information or data relating to and derived from such material,
      including new material that may be protectable by copyright, patent or other
      proprietary rights; and (d) with respect to each of the above, any material
      the preparation, use and/or distribution of which, in the absence of this
      Agreement or other authorization from Licensor, would constitute infringement
      or
      misappropriation under applicable law. 

     

         “Gross
      Sales”
means
      the total amount actually received by Licensee as revenue from the exploitation
      of the Technology (as defined below) by Licensee, its Affiliates and sub
      licensees, collectively, less separately stated freight payable to third
      parties, commercially reasonable special packaging, and duties, sales, use,
      excise, value added and other taxes, discounts, returns, and allowances.


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

         “Intellectual
      Property Rights”
means
      all of the following worldwide legal rights owned, held or controlled by
      Licensor: (a) patents, patent applications, and patent rights; (b)
      trademarks, trademark registrations and applications therefor, trade names,
      rights in trade dress and packaging; (c) rights associated with works of
      authorship (including audiovisual works), including copyrights, copyright
      applications, and copyright registrations; (d) rights relating to the
      protection of trade secrets, confidential information, technical information,
      know-how, ideas, concepts, processes, procedures, techniques, discoveries,
      and
      inventions; (e) Moral Rights (as defined below); (f) design rights;
      (g) rights in name, likeness and other rights of commercial publicity;
      (h) any rights analogous to those set forth in the preceding clauses and
      any other proprietary rights relating to intangible property; and
      (i) divisions, continuations, renewals, reissues, and extensions of the
      foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
      

     

         “Know-How”
means
      all (i) information and data possessed by Licensor, exclusive of any of the
      independent claims contained in the Licensor Patents (but including all other
      information and data contained in, or related to, any patent application filed
      by or on behalf of Licensor), relating to the exploitation and/or use of the
      Licensed Products (as defined below), including without limitation:
      (a) sources of materials; (b) methods, processes and procedures (and
      related test results and design data) for the extraction, isolation, creation,
      purification, and/or chemical modification of materials used in the production
      of the Licensed Products; (c) methods, processes and procedures used in the
      design, development, creation, modification, manufacture, production,
      processing, storage, packaging, testing and/or evaluation of the Licensed
      Products, including without limitation all biological and toxicological tests
      (and results thereof) together with all correspondence, notes, memoranda, and
      other information and/or data provided to, or received from, all health
      regulatory authorities; and (ii) trade secrets, data, formulae,
      compositions, processes, designs, sketches, photographs, graphs, drawings,
      samples, program proposals, presentations, inventions and ideas, past, current,
      and planned research and development, current and planned manufacturing or
      distribution methods and processes, market studies, business plans, computer
      software and programs, systems, structures and architectures (and related
      processes, formulae, composition, improvements, devices, inventions,
      discoveries, concepts, ideas, designs, methods and information), and any other
      information, however documented, that is not generally known to the public
      or
      that constitutes a trade secret under any applicable trade secret law.


     

         “Licensed
      Products”
means
      all products based on or derived from the Technology (as defined below), and
      any
      products sold in connection with the use of such products, including, but not
      limited to the Wearable Kidney and all related devices, whether now-existing
      or
      hereafter developed, that where sold, would infringe or misappropriate one
      or
      more of Licensor’s Intellectual Property Rights or Know-How, including, without
      limitation, the Licensor Patents or Licensor Patent Applications. 

     

         “Licensor
      Patents”
means
      the patents (and all re-issues and extensions) listed on the Schedule
      attached
      hereto and the patents, when issued, based upon the Licensor Patent Applications
      and in all divisions, continuations and continuations in part relating thereto.
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

         “Licensor
      Patent Applications”
means
      the patent applications listed on the Schedule
      attached
      hereto and any substitutions and continuations together with any patent
      applications based on, or related to, the Technology that may be filed by
      Licensor from the date hereof. 

     

         “Moral
      Rights”
means
      any rights of paternity or integrity, any right to claim authorship, to object
      to or prevent any distortion, mutilation or modification of, or other derogatory
      action in relation to the subject work, whether or not such would be prejudicial
      to the author’s honor or reputation, to withdraw from circulation or control the
      publication or distribution of the subject work, and any similar right, existing
      under judicial or statutory law of any country in the world, or under any
      treaty, regardless of whether or not such right is denominated or generally
      referred to as a “moral right.” 

     

         “Net
      Sales”
means
      Gross Sales less the following: (a) all direct costs and expenses of
      Licensee attributable to the research, development, production, marketing,
      sale
      and exploitation of the Licensed Products, including, without limitation, costs
      of materials and direct labor costs; and (b) all indirect costs of Licensee
      properly allocated under generally accepted accounting principles to the
      research, development, production, marketing, sale and/or exploitation of the
      Licensed Products, including, without limitation, overhead and selling, general
      and administrative expenses. 

     

         “Technology”
means
      and includes all existing and hereafter developed Intellectual Property,
      Know-How, Licensor Patents, Licensor Patent Applications, Derivative Works,
      and
      any other technology invented, improved or developed by Licensor, or as to
      which
      Licensor owns or holds any rights, arising out of or relating to the research,
      development, design, manufacture or use of: (a) any medical device,
      treatment or method as of the date of this Agreement, (b) any portable or
      continuous dialysis methods or devices, specifically including any wearable
      artificial kidney, or Wearable Kidney, and related devices, (c) any device,
      methods or treatments for congestive heart failure, and (d) any artificial
      heart or coronary device. 

     

         “Territory”
means
      anywhere in the universe. 

     

    2.
      Grant Of Exclusive License. Subject
      to Licensee’s continuing full compliance and complete and timely performance of
      all of the material obligations, terms and conditions imposed on it by this
      Agreement, Licensor hereby grants to Licensee, with right to grant sublicenses,
      the sole and exclusive license, during the Term and throughout the Territory,
      to
      use, improve, expand and otherwise exploit the Technology, to make (and have
      made), use, and sell the Licensed Products, and otherwise to practice the
      inventions and the art that is embodied or described in the Licensor Patents,
      the Licensor Patent Applications, and any improvements thereto made in whole
      or
      in part by Licensor (whether or not patented) in connection with the Technology
      (the “License”),
      provided,
      however,
      that
      the terms of any sublicense shall expressly conform and be made subject to
      the
      terms and conditions of this Agreement. 

     

    3.
      License Fees, Reports And Records. 

     

         A. License
      Fees.
      

     

              (1) During
      the Term of this Agreement, Licensee shall pay to Licensor a license fee of
      seven percent (7.0 %) of Net Sales (the “Royalty”);
      provided,
      however,
      that


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Licensee
      shall pay to Licensor a minimum aggregate annual Royalty of two hundred fifty
      thousand dollars ($250,000.00) (the “Minimum
      Royalty”).
      Within ninety (90) days of each anniversary of the date of this Agreement,
      Licensee shall pay Licensor the remaining difference, if any, between the
      Minimum Royalty and the aggregate of all Royalty payments for the preceding
      year. All payments due hereunder will be paid by wire transfer or check payable
      in United States currency. Whenever conversion of payments from any foreign
      currency is required, such conversion will be made at the rate of exchange
      reported in The Wall Street Journal on the last business day of the applicable
      reporting period. Unless earlier terminated as provided hereinafter, the
      obligation of Licensee to pay Royalties to Licensor shall expire upon the date
      that none of the Licensed Products infringe any of the Licensor Patents.


     

         (2) Notwithstanding
      the foregoing Section 3(A)(1),
      in the
      event that the Merger Agreement of even date herewith among the Parties and
      NQCI
      Acquisition Corporation, a Delaware corporation (the “Merger
      Agreement”)
      is
      terminated pursuant to Section 6(A) thereof, the Royalty pursuant to this
      Agreement will thereafter be as follows: 

     

         (a)
      If notice of termination is given pursuant to Section 6(A)(3), six and
      one-half percent (6.5%) of Gross Sales; 

     

         (b)
      If notice of termination is given pursuant to Section 6(A)(1), (5) or
      (6), seven and one-half percent (7.5%) of Gross Sales; and 

     

         (c)
      If notice of termination is given pursuant to Section 6(A)(2) or (4), eight
      and one-half percent (8.5%) of Gross Sales; 

     

    provided,
      however,
      that if
      it is later determined by an arbitrator or court of competent jurisdiction
      that
      a notice of termination was improper, or that the Merger Agreement was
      terminated on a different basis or pursuant to a different provision, the
      Royalty rate will be retroactively adjusted to the correct rate pursuant to
      one
      of the foregoing subsections, and any difference between the Royalty paid and
      the Royalty rate determined to be correct will be paid by the appropriate Party
      to the other within ninety (90) days of any such final determination.


     

         B. Reports.
      Within
      thirty (30) days following the end of each fiscal quarter, Licensee shall
      deliver to Licensor a report setting forth the calculation of the Royalty for
      the applicable fiscal period, including the number of Licensed Products sold
      by
      Licensee and all sublicensees (if any), the Gross Sales and Net Sales, as
      applicable, a reasonable breakdown of expenses in arriving at the foregoing,
      any
      other transactions involving Licensed Products, and the Gross Sales or Net
      Sales, as applicable, resulting from all such transactions during such fiscal
      quarter, and accompanied by payment of the Royalty due thereon. 

     

         C. Records.
      Licensee and its sublicensees (if any) shall maintain records of the
      transactions involving Licensed Products, Gross Sales, Net Sales, permitted
      expense deductions, and all Royalties paid thereon for a period of four
      (4) years following the end of the quarter following sale. 

     

              (a)
      Audits.
      Licensor may appoint an independent certified public accountant, who shall
      have
      the right to examine the records required under this Section 3.C
      during
      normal business hours on reasonable notice. Licensee shall, as a condition
      to
      the grant of any 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    sublicense,
      obtain the agreement of the sublicensee to make such records available for
      inspection by Licensor’ independent auditor. 

     

              (b) Audit
      Expenses.
      Licensor shall initially bear all costs and expenses of any audit conducted
      by
      Licensor’s independent accountant. If there is an underpayment of Royalties in
      excess of five percent (5%), Licensee shall remit the amount of such
      underpayment to Licensor, together with a reimbursement for the reasonable
      costs
      and expenses of Licensor in connection with the audit. If there is an
      overpayment of Royalties in excess of five percent (5%), Licensor shall remit
      the amount of such overpayment to Licensee, together with reimbursement for
      the
      reasonable costs and expenses of Licensee in connection with the audit. Any
      disputes concerning Royalty amounts due will be resolved by expedited, final
      offer (baseball style) arbitration. 

     

    4.
      Term. 

     

         A. Term.
      This
      Agreement and the License granted hereby shall, subject to all terms and
      conditions set forth herein, remain in full force and effect for ninety-nine
      (99) years from the date hereof (the “Term”);
      provided, however, that the Term shall end as to each of the Licensor Patents
      and copyrights upon the expiration of the term thereof, and as to each other
      item of Intellectual Property Rights when, if and as they cease to be
      protectible or fall into the public domain through no fault, action or inaction
      on the part of either of the Parties. 

     

         B. Termination.
      Either
      Party shall have the right to terminate this Agreement: (1) for uncured material
      breach of a material term of this Agreement by the other Party, by giving formal
      written notice specifying the breach, and such breach has continued without
      cure
      for a period of (a) thirty (30) days after such notice or (b) if
      the Party receiving such a notice (i) concludes in good faith that there the
      conduct alleged to be occurring is not occurring or does not constitute a
      material breach of this Agreement, and (ii) timely initiates an arbitration
      proceeding in accordance with Section 9.H,
      thirty
      (30) days after entry of the arbitration award; or (2) in the event
      that the other Party files for protection under the U.S. Bankruptcy Code, or
      makes an assignment for the benefit of creditors. Upon termination of this
      Agreement pursuant to this Section 4.B,
      (a) Licensee, and all sublicensees (if any), shall cease to use the
      Technology in any way, (b) Licensee, and all sublicensees (if any), shall
      return to Licensor all Licensor Confidential Information, and (c) the
      Parties shall remain liable for all of their respective obligations under this
      Agreement that accrued prior to the date of termination. 

     

    5.
      Intellectual Property Rights. 

     

         A. Prosecution
      of Patent Applications.
      Licensor shall diligently prosecute all of the Licensor Patent Applications
      at
      its own expense including, without limitation, in those foreign countries
      described in the Schedule
      attached
      hereto. If, at any time, Licensor intends to allow any Licensor Patent
      Application or Licensor Patent to lapse or to become abandoned or forfeited,
      Licensor shall notify Licensee, in writing, of its intention at least sixty
      (60) days before the date upon which said patent or application is due to
      lapse or become abandoned or forfeited. In the event that Licensee desires
      itself to continue to prosecute any such Licensor Patent Application, or to
      take
      the necessary action to maintain in force any such Licensor Patents, then
      Licensee shall, within thirty (30) days following Licensor’s written notice
      of intent to abandon, give 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    written
      notice to Licensor of Licensee’s intent to prosecute and/or maintain such patent
      rights and Licensor shall thereupon promptly assign the entire right, title
      and
      interest, legal and equitable, in and to that patent or application to Licensee.
      Licensee shall be under no obligation to prosecute or maintain in force any
      Licensor Patents, Licensor Patent Applications or other Intellectual Property
      Rights. 

     

         B. Option
      to Purchase Limited Patent and Intellectual Property Rights.
      In the
      event that Licensor files a petition in Bankruptcy under the U.S. Bankruptcy
      Code, or has filed against it a petition of involuntary bankruptcy that is
      not
      dismissed with 60 days thereafter, Licensor will be deemed to have sold to
      Licensee, the day prior to the filing of said petition, the Licensor Patents
      and
      Licensor Patent Applications and all other Intellectual Property Rights
      pertaining to the Technology for a purchase price equal to the amount of the
      Royalties paid to that time and the further Royalties that would otherwise
      have
      become payable by Licensee to Licensor over the remainder of the then-current
      Term of this Agreement. The prospective portion of the purchase price shall
      be
      paid in the same manner and at the same time as the future Royalties would
      otherwise have been paid hereunder. 

     

         C. Infringement.
      

     

              (1) If
      Licensor discovers that a third party is manufacturing or selling products
      in
      the Territory that infringe the Licensor Patents or any other legally
      enforceable Intellectual Property Rights pertaining to the Technology, it shall
      notify Licensee of such infringement and give such Party all appropriate
      information in its possession relating to the infringement. This section shall
      not impose any obligation on either Licensor or Licensee to maintain any ongoing
      investigative program to detect any third party infringement. 

     

              (2) Licensee
      shall have the sole right and authority to take such steps as it deems
      reasonable and appropriate in its sole discretion to determine whether
      actionable infringement is occurring and, if it is, to stop the infringement
      in
      the Territory during the Term, including but not limited to filing a legal
      action against the alleged infringer in its own name. 

     

              (3) Licensee
      shall have the sole right to direct and control the prosecution of such an
      action, including selection of counsel and deciding to settle, dismiss or
      continue the prosecution of the action on such terms and in the manner it deems
      reasonable and appropriate in its sole discretion, and shall, subject to
Section 5.C(4),
      bear
      all costs and expenses of such action, and shall retain all damages and other
      remedies recovered in such action. 

     

              (4) Licensee
      shall have the right to offset all damages and losses awarded by any Court
      of
      competent jurisdiction relating to any infringement of the Intellectual Property
      Rights or the sale or use of the Licensed Products, including Licensee’s legal
      fees, costs and expenses, against any Royalty otherwise payable to Licensor.
      

     

         D. Development
      and Expenses.
      

     

              (1)
      Development.
      Licensee shall make commercially reasonable efforts to develop and commercially
      exploit the Technology to generate revenues during the Term. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

              (2)
      Requested
      Expenses.
      Upon
      Licensee’s request, Licensor shall make commercially reasonable efforts to
      continue and advance the research and development program to prepare the
      Technology for commercial exploitation, and Licensee shall pay all reasonable
      and necessary research and development costs and expenses arising therefrom.
      

     

              (3)
      Monthly
      Expenses.
      No
      later than the earlier of (i) thirty (30) days after the date on which
      Licensee has obtained total debt or equity investment of at least three million
      five hundred thousand dollars ($3,500,000.00) or (ii) ninety (90) days
      after the date hereof, Licensee shall reimburse Licensor’s reasonable and
      necessary expenses incurred in the ordinary course of business consistent with
      past practices (“Licensor
      Expenses”),
      during the period from the date hereof to the Closing (as defined therein)
      or
      termination of the Merger Agreement. All such Licensor Expenses shall:
      (a) be only for the specific persons, services and expenses listed in
      reasonable detail on the Budget contained in the Company Disclosure Schedule
      to
      the Merger Agreement, (b) be payable hereunder only to the extent not paid
      pursuant to the Merger Agreement, (c) be mutually agreed upon in advance of
      being reimbursed with regard to all Professional Fees set forth in the Budget,
      and (d) include, but not be limited to, expenses already paid or accrued
      relating to human clinical trials carried out or to be carried out on behalf
      of
      Licensor in Italy and the United Kingdom as set forth in the Budget.


     

    6.
      Confidentiality.
      

     

         A. Each
      Party agrees that during the performance of this Agreement, it may disclose
      to
      the other Confidential Information of such Disclosing Party. Each Receiving
      Party shall not, at any time or in any manner, disclose, copy, modify,
      distribute or otherwise transfer the Disclosing Party’s Confidential
      Information, or any part thereof, to any other person, except as permitted
      by
      this Agreement. 

     

         B. A
      Receiving Party may disclose Confidential Information (1) to professional
      advisors of the Receiving Party in accordance with customary business practices
      in connection with the Agreement, and (2) to the Disclosing Party’s
      employees who have a specific need to know in order to perform that Party’s
      obligations hereunder, provided,
      however,
      that
      all such permitted disclosees shall be required to maintain the confidentiality
      of the Confidential Information in accordance with this Agreement, and each
      Receiving Party shall be responsible for all of its employees’ actions. Each
      Party shall use the other Party’s Confidential Information only to properly
      fulfill its obligations hereunder, and not for any other purpose. Upon request
      of a Party, and in any event promptly following termination of this Agreement
      under Section 4.C
      above,
      each Receiving Party shall immediately return the originals and all copies
      of
      any Confidential Information to the Disclosing Party. 

     

         C. The
      obligations and restrictions set forth in this Section 6
      shall
      not apply to any Confidential Information that falls within any of the following
      exceptions: 

     

              (1) is
      or becomes part of the public domain without breach of this Agreement by a
      Receiving Party; 

     

              (2) is
      lawfully in the possession of a Receiving Party prior to receiving it from
      the
      Disclosing Party hereunder; 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

              (3) is
      independently developed by or for a Receiving Party completely apart from the
      disclosures hereunder; 

     

              (4) is
      received from a third party who lawfully acquires such information without
      restriction, and without breach of this Agreement by a Receiving Party; or
      

     

              (5) is
      released to the public or to a third party without a duty of confidentiality,
      pursuant to a binding court order or government regulation, provided that the
      Receiving Party delivers a copy of such order or action to the Disclosing Party
      and cooperates with the Disclosing Party if it elects to contest such
      disclosure. 

     

    Nothing
      provided for in this Section 6
      shall be
      construed to preclude or inhibit Licensee’s rights to exploit any of its rights
      under the License. 

     

    7.
      Representations And Warranties. 

     

         A. Representations
      and Warrants by Licensor.
      Licensor represents and warrants, as of the date first set forth above and
      upon
      the Effective Date and upon the date each Licensor Patent issues that:


     

              (1) Licensor
      has the right to enter into this Agreement and there are no outstanding
      assignments, grants, licenses, encumbrances, obligations or agreements, whether
      written, oral or implied, that are inconsistent with this Agreement;


     

              (2) Licensor
      is the owner of the entire right, title and interest in and to invention and
      the
      art claimed in the Licensor Patent Applications and the claims contained in
      any
      Licensor Patent Rights that issues and that it has the sole right to grant
      the
      licenses granted to Licensee herein; 

     

              (3) The
      Licensor Patents will not have been fraudulently procured, and Licensor has
      no
      reason to believe that the claims contained in the Licensor Patent Applications
      will not be issued in a manner that will protect sales of the Licensed Products
      in the Territory from competitors utilizing the invention or its equivalent;
      

     

              (4) Licensor
      has no knowledge of any circumstances that would render the Licensor Patents,
      when issued, invalid; and 

     

              (5) Licensor
      has not granted any license to or under the Technology to any other person
      or
      entity for its use within the Territory. 

     

         B. Representations
      by Licensee. Licensee represents and warrants that it has the right enter into
      and deliver this Agreement and undertake the duties provided for in this
      Agreement. 

     

    8.
      Indemnification. 

     

         A. Indemnification
      by Licensor.
      Licensor agrees to hold harmless, defend and indemnify each of Licensee and
      its
      officers, directors, shareholders, employees, members, 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    partners,
      managers, attorneys and agents, from and against any liability, claims, demands,
      actions, costs, expenses, including reasonable attorneys’ fees, or causes of
      action whatsoever (collectively, “Claims”)
      arising on account of: 

     

              (1) Any
      breach by Licensor of its representations and warranties contained herein;
      

     

              (2) Licensee’s
      lawful and non-negligent use of any Intellectual Property Rights licensed by
      Licensor hereunder; 

     

              (3) Any
      Claims that Licensee’s use of the Intellectual Property Rights in conformity of
      this Agreement infringes upon or misappropriates the intellectual property
      rights of any third party; or 

     

              (4) Licensor’s
      operations or conduct prior to the date of this Agreement with regard to the
      research, development, or production of the Technology and/or Licensed Products.
      Such Claims shall include, without limitation, any product liability claims
      or
      Claims on account of any injury or death of persons or damage to property based
      on alleged defects in the Technology existing as of the effective date of this
      Agreement or based on actions or omissions of Licensor, regardless of whether
      such Claims are made prior to or at any time after the date of this Agreement.
      

     

         B. Indemnification
      by Licensee.
      Licensee agrees to hold harmless, defend and indemnify each of Licensor and
      its
      officers, directors, shareholders, employees, members, partners, managers,
      attorneys and agents, from and against any Claims arising on account of any
      breach by Licensee of it representations and warranties contained herein.


     

    9.
      General. 

     

         A. Reformation/Severability.
      If any
      provision of this Agreement is declared invalid by any tribunal, then such
      provision shall be deemed automatically adjusted to the minimum extent necessary
      to conform to the requirements for validity as declared at such time and, as
      so
      adjusted, shall be deemed a provision of this Agreement as though originally
      included herein. In the event that the provision invalidated is of such a nature
      that it cannot be so adjusted, the provision shall be deemed deleted from this
      Agreement as though such provision had never been included herein. In either
      case, the remaining provisions of this Agreement shall remain in effect.


     

         B. Binding
      Effect.
      All of
      the terms of this Agreement shall be binding upon, and inure to the benefit
      of,
      and be enforceable by, the Parties and their successors and permitted assigns,
      if any. 

     

         C. Schedules.
      All
      schedules attached hereto and referred to herein, are an integral part of this
      Agreement and are incorporated herein by reference hereby. 

     

         D. Subject
      Headings.
      The
      subject headings of the sections of this Agreement are included solely for
      purposes of convenience and reference only, and shall not be deemed to


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    explain,
      modify, limit, amplify or aid in the meaning, construction or interpretation
      of
      any of the provisions of this Agreement. 

     

         E. Interpretations
      and Definitions.
      In this
      Agreement whenever the context so requires, the gender includes the neuter,
      feminine and masculine and the number includes the singular and the plural
      and
      the words “person” and “party” include individuals, corporations, partnerships,
      firms, trusts or associations. 

     

         F. Waiver.
      Any
      waiver by any Party of any breach of any term or condition of this Agreement
      shall not be deemed a waiver of any other breach of such term or of any other
      term or condition, nor shall the failure of any Party to enforce such provision
      constitute a waiver of such provision or any other provision, nor shall such
      action be deemed a waiver or release of the other Party for any claims arising
      out of or connected with this Agreement. 

     

         G. Choice
      of Law.
      This
      Agreement and all matters or issues collateral hereto shall be construed in
      accordance with, and governed by, the laws of the State of Delaware.


     

         H. Arbitration.
      Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      shall be resolved by final and binding arbitration before a retired judge at
      JAMS or its successor in Santa Monica, California. The expenses of arbitration,
      the reasonable fees and costs of legal counsel, experts, and evidence shall
      be
      awarded to the prevailing Party. Any interim or final award of the arbitrator
      may be entered in any court of competent jurisdiction. 

     

         I. Successors
      and Assigns.
      Neither
      this Agreement nor any of the rights or obligations hereunder shall be
      assignable by any Party hereto without the written consent of the other Party
      first obtained and any attempted assignment without such written consent shall
      be void and confer no rights upon any third party. Subject to the foregoing,
      this Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective representatives, successors and permitted
      assigns. 

     

         J. No
      Joint Venture.
      This
      Agreement does not constitute and shall not be construed to constitute an
      agency, a partnership or a joint venture between the Parties. Neither Party
      shall have any power or right, nor shall it represent itself as having any
      power
      or right to obligate or bind the other Party in any manner whatsoever and
      nothing contained in this Agreement shall give or is intended to give any rights
      of any nature to third party. This is an agreement between separate entities
      and
      neither is the agent of the other for any purpose whatsoever. 

     

         K. Notice.
      All
      written notices or other written communications required under this Agreement
      shall be deemed properly given when provided to the parties entitled thereto
      by
      personal delivery (including delivery by commercial services such as messengers
      and airfreight forwarders), by electronic means (such as by electronic mail,
      telex or facsimile transmission) or by mail sent registered or certified mail,
      postage prepaid at the following addresses (or to such other address of a Party
      designated in writing by such Party to the others): 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    If
      to
      Licensee: 

     

    Xcorporeal,
      Inc.

    Attn:
      Terren S. Peizer

    c/o
      Greenberg Traurig, LLP

    2450
      Colorado Avenue, Suite 400E

    Santa
      Monica, California 90404

    Attn:
      John C. Kirkland, Esq.

    Fax:
      (310) 586-0286 

     

    With
      a
      copy to: 

     

    Greenberg
      Traurig, LLP

    2450
      Colorado Avenue, Suite 400E

    Santa
      Monica, California 90404

    Attn:
      John C. Kirkland, Esq.

    Fax:
      (310) 586-0286 

     

    If
      to
      Licensor: 

     

    National
      Quality Care, Inc.

    9033
      Wilshire Boulevard, Suite 501

    Beverly
      Hills, California 90211

    Attention:
      Robert M. Snukal

    Fax:
      (310) 840-5681 

     

    With
      a
      copy to: 

     

    Jenkins
      & Gilchrist, LLP

    12100
      Wilshire Boulevard, 15th Floor

    Los
      Angeles, California 90025

    Attn:
      Jeffrey P. Berg, Esq.

    Fax:
      (310) 820-8859 

     

    All
      notices given by electronic means shall be confirmed by delivering to the Party
      entitled thereto a copy of said notice by certified or registered mail, postage
      prepaid, return receipt requested. All written notices shall be deemed delivered
      and properly received upon the earlier of two (2) days after mailing the
      confirmation notice or upon actual receipt of the notice provided by personal
      delivery or electronic means. 

     

         L. Further
      Documents.
      Each
      Party shall execute and deliver, at any time and from time to time, upon the
      request of the other such further instruments, papers or documents as may be
      necessary or appropriate to consummate the transactions contemplated hereby
      and
      to take such other action as the other Party may reasonably request to
      effectuate the purposes of this Agreement. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

         M. Amendment.
      This
      Agreement may only be amended, modified or changed by a written document
      executed by both Parties. 

     

         N. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. 

     

         O. Entire
      Agreement.
      This
      instrument contains the entire agreement between the Parties, and supersedes
      all
      prior or contemporaneous understandings or agreements, whether written or oral.
      Neither Party has relied upon any promise, representation or undertaking not
      expressly set forth herein. 

     

         IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
      as
      of the day and date first set forth above. 

     

    LICENSOR: 

     

    NATIONAL
      QUALITY CARE, INC. 

     

    
      	
              By:
                

            	
               

            	
              /s/
                Victor Gura

            	
               

            	
               

            
	
              Name:
                

            	
               

            	
              Victor
                Gura, M.D. 

            	
               

            	
               

            
	
              Title:
                

            	
               

            	
              Chief
                Scientific Officer

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By:
                

            	
               

            	
              /s/
                Robert M. Snukal

            	
               

            	
               

            
	
              Name:
                

            	
               

            	
              Robert
                M. Snukal 

            	
               

            	
               

            
	
              Title:
                

            	
               

            	
              Chief
                Executive Officer

            	
               

            	
               

            


    

    


     

    
      	
               

            	
               

            	
              LICENSEE:

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              XCORPOREAL,
                INC.

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               
                

            	
               

            	
              By:
                

            	
               

            	
              /s/
                Terren S. Peizer

            	
               

            	
               

            
	
               
                

            	
               

            	
              Name:
                

            	
               

            	
              Terren
                S. Peizer 

            	
               

            	
               

            
	
               
                

            	
               

            	
              Title:
                

            	
               

            	
              Chairman
                of the Board

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        12