**Exhibit 10.6****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**”), andConsolidated 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 400,000shares 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, CNLcontribute certain assets to the Company in exchange for the issuance by the Company to CNL of9,600,000 shares of the Common Stock as a qualified exchange pursuant to Section 351 of theInternal Revenue Code of 1986.     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, 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, anddelivers to the Company, as a contribution, all right, title, and interest of CNL in and to all ofthe 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 thestockholders of NQCI (the “**Option**”).     B. Conveyance Instruments. To effectuate the contribution of the Assets as contemplated by Section 1.A, CNLhas, or will hereafter, execute and deliver, or cause to be executed or delivered, all suchdocuments or instruments of assignment, transfer, or conveyance, in each case dated theContribution Date, (collectively, the “**Conveyance Instruments**”), as CNL and the Company andtheir respective counsels shall reasonably deem necessary or appropriate to vest in or confirmtitle 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 thisAgreement fully executed by such Party to each of the other Parties.     B. Deliveries by CNL. Simultaneously with the execution hereof, CNL has delivered tothe Company the following:
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          (1) The Conveyance Instruments to effect the contribution of the Assets to the Company, suchConveyance Instruments to be those reasonably deemed necessary by, and to be in form and substancereasonably satisfactory to, the respective counsels to CNL and the Company; and          (2) All other previously undelivered documents, instruments and writings required to bedelivered 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 theContribution Date an aggregate of Nine Million Six Hundred Thousand (9,600,000) shares of theCommon Stock.     D. Deliveries By Summit. Simultaneously with the execution hereof, Summit has delivered to CNL the following allother documents, instruments, and writings required to be delivered by Summit to CNL hereunder orotherwise required in connection herewith.     D. Additional Deliveries. In addition to the deliveries set forth in Section 2.Aand 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 certainrepresentation and warranties regarding the Company in substantially the form attached hereto asExhibit A;          (2) All minute books, stock books, ledgers and registers, if any, and other records relatingto the organization, ownership and maintenance of the Company;          (3) All books and records of the Company, including, without limitation, all work papers andother backup materials used in the preparation of the Company’s federal, state and local taxreturns 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 ofState of Nevada and a certificate of good standing from the Secretary of State of Nevada and eachjurisdiction in which the Company is duly qualified to transact business, in each case, datedwithin fifteen (15) days of the Closing;          (5) Copies of the resolutions duly adopted by the Company’s directors authorizing theexecution, delivery and performance of this Agreement and the other agreements contemplated hereby,and the consummation of all transactions contemplated hereby and thereby, certified by theSecretary 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 ofthe Company as CNL shall have reasonably requested. The unaudited balance sheet of the Company asof the Contribution Date prepared in accordance with GAAP shall be substantially similar or in the
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aggregate no less favorable to the Company than the balance sheet of the Company included withinthe unaudited Financial Statements.**3.****Antidilution Protection; Registration Rights.**     A. Antidilution Protection. In the event the Company shall issue shares of the CommonStock pursuant to the transactions contemplated by the Option, then the Company shall issue toSummit 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%) ofthe Company’s then issued and outstanding capital stock.     B. Piggyback Rights. If the Company shall determine to register any of its securitieseither for its own account or the account of a security holder or holders, other than aregistration relating solely to employee benefit plans, a registration relating to the offer andsale of debt securities, a registration relating to a corporate reorganization or other Rule 145transaction, or a registration on any registration form that does not permit secondary sales, theCompany will (i) promptly give written notice of the proposed registration to Summit; and (ii) useits commercially reasonable efforts to include in such registration (and any related qualificationunder blue sky laws or other compliance) any shares issued to Summit pursuant to Section3.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 expensesof legal counsel, investment bankers, brokers or other representatives or consultants) incurred inconnection with the negotiation, preparation and execution of this Agreement and the transactionscontemplated by this Agreement.     B. Further Assurances. From time to time after the Closing, without the payment of any additional considerationexcept as otherwise set forth in this Agreement, each Party hereto will execute all suchinstruments and take all such actions as the other Parties shall reasonably request in connectionwith carrying out and effectuating the intent and purpose hereof and all transactions and thingscontemplated 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 dulygiven or made as follows: (1) if sent by registered or certified mail in the United States returnreceipt requested, postage and fees prepaid, upon receipt; (2) if sent by reputable overnight aircourier (such as Federal Express), one business day after sending; or (3) if otherwise actuallypersonally delivered, when delivered. All Notices shall be delivered to the following addressees:
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           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  
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           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 accordancewith this Section.     D. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to thebenefit 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 maybe 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 ofthe 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 ofthe 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 beresolved by final and binding arbitration before a retired judge at JAMS or itssuccessor in Santa Monica, California. The expenses of arbitration, the reasonable fees andcosts of legal counsel, experts, and evidence shall be awarded to the prevailing Party. Anyinterim 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 thisAgreement may be waived only by a written instrument executed by the Party hereto waivingcompliance. The failure of any Party hereto at any time or times to require performance of anyprovision of this Agreement shall in no manner affect the right of such Party at a later date toenforce 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 orotherwise, in any one or more instances shall be deemed to be or construed as a further orcontinuing 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 respectivesuccessors and permitted assigns and nothing herein, express or implied, is intended to or shallconfer upon any other Person any legal or equitable right, benefit, or remedy of any naturewhatsoever 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 allagreements and instruments subject to the terms hereof or referred to herein, the Parties heretounderstand and agree that the same have or has been mutually negotiated, prepared, and drafted, andif at any time the Parties hereto desire or are required to interpret or construe any such term orcondition or any agreement or instrument subject hereto, no consideration shall be given to theissue of which Party hereto actually prepared, drafted, or requested any term or condition of thisAgreement or any agreement or instrument subject hereto.
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     J. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situationin any jurisdiction will not affect the validity or enforceability of the remaining terms andprovisions hereof or the validity or enforceability of the offending term or provision in any othersituation or in any other jurisdiction.     K. Counterparts. This Agreement may be executed in one or more counterparts, including by means offacsimile, each of which will be deemed an original, and all of which together will constitute oneand the same instrument.     L. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties and supersedes andcancels any and all prior representations, agreements and understandings between them relating tothe subject matter hereof and may not be amended or modified except by a written agreement signedby Purchaser, Shareholder and the Company.     IN WITNESS WHEREOF, the Parties hereto have caused this Contribution Agreement to be dulyexecuted as of the day and year first above written.      **COMPANY**: