Exhibit 10.4 

     

    CONTRIBUTION
      AGREEMENT 

     

         This
      Contribution Agreement (this “Agreement”)
      is
      entered into as of August ___, 2006 (the “Contribution
      Date”)
      by and
      among Pacific Spirit Inc., a Nevada corporation (the “Company”),
      Summit Trading Limited, a Bahamian corporation (“Summit”),
      and
      Consolidated National, LLC, a California limited liability Company
      (“CNL”)
      (each,
      a “Party”
and
      collectively, the “Parties”).
      

     

         A. Summit
      has entered into a Stock Purchase Agreement to purchase from Peter Sotola
      400,000 shares of the common stock of the Company, par value $0.001 per share
      (the “Common
      Stock”).
      

     

         B. The
      Parties desire that, subject to the terms and conditions in this Agreement,
      CNL
      contribute certain assets to the Company in exchange for the issuance by the
      Company to CNL of 9,600,000 shares of the Common Stock as a qualified exchange
      pursuant to Section 351 of the Internal Revenue Code of 1986. 

     

         NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties hereto hereby agree
      as
      follows: 

     

    1.
      Contribution
      of the Assets. 

     

         A. Contribution
      of the Assets.
      Subject
      to the terms and conditions of this Agreement, CNL hereby assigns, transfers,
      and delivers to the Company, as a contribution, all right, title, and interest
      of CNL in and to all of the following assets and properties (the “Assets”):
      

     

              (i) The
      name “Xcorporeal, Inc.”; and 

     

              (ii) That
      certain Irrevocable Option Agreement dated August 11, 2006 by and among
      CNL, National Quality Care, Inc., a Delaware corporation (“NQCI”),
      and
      certain of the stockholders of NQCI (the “Option”).
      

     

         B. Conveyance
      Instruments.
      To
      effectuate the contribution of the Assets as contemplated by Section 1.A,
      CNL
      has, or will hereafter, execute and deliver, or cause to be executed or
      delivered, all such documents or instruments of assignment, transfer, or
      conveyance, in each case dated the Contribution Date, (collectively, the
“Conveyance
      Instruments”),
      as
      CNL and the Company and their respective counsels shall reasonably deem
      necessary or appropriate to vest in or confirm title to the Assets to the
      Company. 

     

    2.
      Events
      Occurring on the Contribution Date. 

     

         A. Deliveries
      by the Parties.
      Each of
      the Parties shall deliver an original of this Agreement fully executed by such
      Party to each of the other Parties. 

     

         B. Deliveries
      by CNL.
      Simultaneously with the execution hereof, CNL has delivered to the Company
      the
      following: 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

              (1) The
      Conveyance Instruments to effect the contribution of the Assets to the Company,
      such Conveyance Instruments to be those reasonably deemed necessary by, and
      to
      be in form and substance reasonably satisfactory to, the respective counsels
      to
      CNL and the Company; and 

     

              (2) All
      other previously undelivered documents, instruments and writings required to
      be
      delivered by CNL to the Company hereunder or otherwise required in connection
      herewith. 

     

         C. Consideration
      for Contribution.
      In
      exchange for the Contribution of the Assets, the Company shall issue to CNL
      on
      the Contribution Date an aggregate of Nine Million Six Hundred Thousand
      (9,600,000) shares of the Common Stock. 

     

         D. Deliveries
      By Summit.
      Simultaneously with the execution hereof, Summit has delivered to CNL the
      following all other documents, instruments, and writings required to be
      delivered by Summit to CNL hereunder or otherwise required in connection
      herewith. 

     

         D. Additional
      Deliveries.
      In
      addition to the deliveries set forth in Section 2.A
      and 2.C,
      the
      Company shall have delivered to CNL each of the following: 

     

              (1) An
      indemnity executed by Peter Sotola in favor of CNL with respect to certain
      representation and warranties regarding the Company in substantially the form
      attached hereto as Exhibit A;
      

     

              (2) All
      minute books, stock books, ledgers and registers, if any, and other records
      relating to the organization, ownership and maintenance of the Company;


     

              (3) All
      books and records of the Company, including, without limitation, all work papers
      and other backup materials used in the preparation of the Company’s federal,
      state and local tax returns for each of the Company’s last five (5) fiscal
      years; 

     

              (4) A
      copy of the articles of incorporation of the Company, certified by the Secretary
      of State of Nevada and a certificate of good standing from the Secretary of
      State of Nevada and each jurisdiction in which the Company is duly qualified
      to
      transact business, in each case, dated within fifteen (15) days of the
      Closing; 

     

              (5) Copies
      of the resolutions duly adopted by the Company’s directors authorizing the
      execution, delivery and performance of this Agreement and the other agreements
      contemplated hereby, and the consummation of all transactions contemplated
      hereby and thereby, certified by the Secretary of the Company; and 

     

              (6) A
      copy of the bylaws of the Company, certified by the Secretary of the Company.
      

     

         D. Corporate
      Documents and Review; Financial Statements.
      The
      Company shall have delivered to CNL or its counsel copies of all corporate
      documents of the Company as CNL shall have reasonably requested. The unaudited
      balance sheet of the Company as of the Contribution Date prepared in accordance
      with GAAP shall be substantially similar or in the 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    aggregate
      no less favorable to the Company than the balance sheet of the Company included
      within the unaudited Financial Statements. 

     

    3.
      Antidilution
      Protection; Registration Rights. 

     

         A. Antidilution
      Protection.
      In the
      event the Company shall issue shares of the Common Stock pursuant to the
      transactions contemplated by the Option, then the Company shall issue to Summit
      an additional 400,000 shares of the Common Stock, or such other number of shares
      such that, after giving effect to the additional issuances, Summit will be
      the
      holder of four percent (4%) of the Company’s then issued and outstanding capital
      stock. 

     

         B. Piggyback
      Rights.
      If the
      Company shall determine to register any of its securities either for its own
      account or the account of a security holder or holders, other than a
      registration relating solely to employee benefit plans, a registration relating
      to the offer and sale of debt securities, a registration relating to a corporate
      reorganization or other Rule 145 transaction, or a registration on any
      registration form that does not permit secondary sales, the Company will
      (i) promptly give written notice of the proposed registration to Summit;
      and (ii) use its commercially reasonable efforts to include in such
      registration (and any related qualification under blue sky laws or other
      compliance) any shares issued to Summit pursuant to Section
      3.B.
      above
      as requested by Summit to be included in such registration. 

     

    4.
      Miscellaneous. 

     

         A. Expenses.
      Each
      Party hereto shall bear all of his, her or its expenses (including fees and
      expenses of legal counsel, investment bankers, brokers or other representatives
      or consultants) incurred in connection with the negotiation, preparation and
      execution of this Agreement and the transactions contemplated by this Agreement.
      

     

         B. Further
      Assurances.
      From
      time to time after the Closing, without the payment of any additional
      consideration except as otherwise set forth in this Agreement, each Party hereto
      will execute all such instruments and take all such actions as the other Parties
      shall reasonably request in connection with carrying out and effectuating the
      intent and purpose hereof and all transactions and things contemplated by this
      Agreement. 

     

         C. Notices.
      All
      notices, requests, demands, and other communications (collectively,
“Notices”)
      given
      or made pursuant to this Agreement shall be in writing and shall be deemed
      to
      have been duly given or made as follows: (1) if sent by registered or
      certified mail in the United States return receipt requested, postage and fees
      prepaid, upon receipt; (2) if sent by reputable overnight air courier (such
      as Federal Express), one business day after sending; or (3) if otherwise
      actually personally delivered, when delivered. All Notices shall be delivered
      to
      the following addressees: 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      If
        to
        Company:

    

     

    
      Pacific
        Spirit Inc.

      
        11640
          96A
          Avenue

        
          Surrey,
            British Columbia, Canada V3V 2A1

          
            Attn:
              Peter Sotola

            
              Fax:

               

              With
                a
                copy (which shall not constitute notice) to:

               

              
                Attn:

                
                  Fax:

                   

                  
                    If
                      to
                      Summit:

                  

                   

                  
                    Summit
                      Trading Limited

                    
                      120
                        Flagler Avenue

                      
                        New
                          Smyrna Beach, FL 32169

                      

                    

                    
                      Attn:
                        President

                    

                    
                      Fax:

                    

                     

                    
                      With
                        a
                        copy (which shall not constitute notice) to:

                       

                      
                        Attn:

                        
                          Fax:

                           

                          
                            If
                              to
                              CNL:

                          

                           

                          
                            Consolidated
                              National, LLC

                            
                              c/o
                                Greenberg Traurig, LLP

                              
                                2450
                                  Colorado Avenue, Suite 400E

                                
                                  Santa
                                    Monica, California 90404

                                

                                
                                  Attn:
                                    Terren S. Peizer

                                

                                
                                  Fax:
                                    (310) 586-0286

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      With
        a
        copy (which shall not constitute notice) to:

    

     

    
      Greenberg
        Traurig, LLP

      
        2450
          Colorado Avenue, Suite 400E

      

      
        Santa
          Monica, California 90404

      

      
        Attn:
          John C. Kirkland, Esq.

      

      
        Fax:
          (310) 586-0286

      

    

     

    or
      to
      such other address as a Party may from time to time designate in writing in
      accordance with this Section. 

     

         D. Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the Parties hereto and their respective successors and permitted
      assigns; provided,
      however,
      that
      neither this Agreement nor any of the rights, interests, or obligations
      hereunder may be assigned by any of the Parties hereto without the prior written
      consent of the other Parties. 

     

         E. Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the domestic
      laws
      of the State of California without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of California or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of California. 

     

         F. 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. 

     

         G. Waiver
      of Provisions.
      The
      provisions, terms, covenants, representations, warranties, and conditions of
      this Agreement may be waived only by a written instrument executed by the Party
      hereto waiving compliance. The failure of any Party hereto at any time or times
      to require performance of any provision of this Agreement shall in no manner
      affect the right of such Party at a later date to enforce the same. No waiver
      by
      any Party hereto of any condition or the breach of any provision, term,
      covenant, representation, or warranty contained in this Agreement, whether
      by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or of the
      breach of any other provision, term, covenant, representation, or warranty
      of
      this Agreement. 

     

         H. No
      Third Party Beneficiary.
      This
      Agreement is for the sole benefit of the Parties hereto and their respective
      successors and permitted assigns and nothing herein, express or implied, is
      intended to or shall confer upon any other Person any legal or equitable right,
      benefit, or remedy of any nature whatsoever under or by reason of this
      Agreement. 

     

         I. No
      Presumption.
      With
      regard to each and every term and condition of this Agreement and any and all
      agreements and instruments subject to the terms hereof or referred to herein,
      the Parties hereto understand and agree that the same have or has been mutually
      negotiated, prepared, and drafted, and if at any time the Parties hereto desire
      or are required to interpret or construe any such term or condition or any
      agreement or instrument subject hereto, no consideration shall be given to
      the
      issue of which Party hereto actually prepared, drafted, or requested any term
      or
      condition of this Agreement or any agreement or instrument subject hereto.
      

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

         J. Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction will not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. 

     

         K. Counterparts.
      This
      Agreement may be executed in one or more counterparts, including by means of
      facsimile, each of which will be deemed an original, and all of which together
      will constitute one and the same instrument. 

     

         L. Entire
      Agreement; Amendment.
      This
      Agreement constitutes the entire agreement between the Parties and supersedes
      and cancels any and all prior representations, agreements and understandings
      between them relating to the subject matter hereof and may not be amended or
      modified except by a written agreement signed by Purchaser, Shareholder and
      the
      Company. 

     

         IN
      WITNESS WHEREOF, the Parties hereto have caused this Contribution Agreement
      to
      be duly executed as of the day and year first above written. 

     

    
      	
               

            	
              COMPANY:

               

              PACIFIC
                SPIRIT INC.

               

            	
               

            
	
               

            	
              By:  

            	
               

            	
               

            
	
               

            	
               

            	
              Peter
                Sotola 

            	
               

            
	
               

            	
               

            	
              President
                and Sole Director 

            	
               

            


    

    


     

    
      	
               

            	
              CNL:

               

              CONSOLIDATED
                NATIONAL, LLC

               

            	
               

            
	
               

            	
              By:  

            	
               

            	
               

            
	
               

            	
               

            	
              Terren
                S. Peizer 

            	
               

            
	
               

            	
               

            	
              Managing
                Member 

            	
               

            


    

    


     

    
      	
               

            	
              SUMMIT:

               

              SUMMIT
                TRADING LIMITED

               

            	
               

            
	
               

            	
              By:  

            	
               

            	
               

            
	
               

            	
               

            	
              Richard
                J. Fixaris 

            	
               

            
	
               

            	
               

            	
              Attorney
                in fact 

            	
               

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    Exhibit A 

     

    Form
      of Indemnity