BRYAN CAVE LLP


William I. Chertok, California Bar No. 30847


Christopher L. Dueringer, California Bar No. 173746


Rosario
L. Vizzie, California Bar No. 220889


120
Broadway, Suite 300


Santa
Monica, California 90401-2386


Telephone:                                (310)
576-2100


Facsimile:                                 
(310) 576-2200




Attorneys
ForRespondent,
Counterclaimant


and
Third Party Respondent NATIONAL QUALITY CARE, INC.







JUDICIAL
ARBITRATION AND MEDIATION SERVICE (“JAMS”)


LOS
ANGELES OFFICE








XCORPOREAL
      OPERATIONS, INC., a Delaware corporation,
              
              Claimant,
              
              vs.
              
              NATIONAL QUALITY CARE, INC., a Delaware
      corporation,
              
              Respondent.
            JAMS
      Reference No.:1210026747
              
              [Arbitrator:  Hon.
      Richard C. Neal]
              
              AGREEMENT
      AND STIPULATION REGARDING PARTIAL FINAL AWARDNATIONAL
      QUALITY CARE, INC., a Delaware corporation,
              
              Counterclaimant,
              
              vs.
              
              VICTOR
      GURA, M.D., an individual; XCORPOREAL OPERATIONS, INC., a Delaware
      corporation, TERREN PEIZER, an individual,
              
              Counter-Respondents.VICTOR
      GURA, M.D., an individual,
              
              Third
      Party Claimant,
              
              vs.
              
              NATIONAL
      QUALITY CARE, INC., a Delaware corporation,
              
              Third
      Party Respondent.










Bryan
Cave LLP
 120
Broadway, Suite 300
 Santa
Monica, California 90401-2386




This
Stipulation is entered into by and between Respondent, Counterclaimant and Third
Party Respondent National Quality Care, Inc. (“NQCI”), on the one hand, and
Xcorporeal, Inc., and Claimant and Counter-respondent  Xcorporeal
Operations, Inc. (collectively, “Xcorporeal”), on the other hand, (“NQCI” and
“Xcorporeal” are sometimes individually referred to herein as “Party” and are
collectively referred to herein as the “Parties”), relating to the Partial Final
Award that was issued by the Arbitrator in the above-entitled arbitration, dated
April 13, 2009 (“Award”).




In
consideration of the mutual promises and covenants herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Parties
agree as follows:




1.           None
of the Parties will file or prosecute any petition or motion to vacate, correct,
modify or stay enforcement of the Award, or any portion of the Award, through
the filing of a petition or motion with a court pursuant to the provisions of
Code of Civil Procedure (“C.C.P.”) Section 1285 et
seq. or pursuant to any other applicable statute or
authority.




2.           Any
of the Parties may, at any time, seek to confirm all but not part of the Award
through the filing of an appropriate petition or motion with the court pursuant
to the provisions of C.C.P. Section 1285 et
seq.  In response to a petition or motion to confirm the Award,
no Party will oppose, object to or in any way seek to hinder or delay the
court’s confirmation of the Award, but will in fact support and stipulate to
such confirmation.




3.           The
Parties hereby waive any and all right to (i) appeal from, (ii) seek appellate
review of (including but not limited to by extraordinary writ), (iii) file or
prosecute any lawsuit, action, motion or proceeding, in law, equity, or
otherwise, challenging, opposing, seeking to modify or otherwise attacking the
confirmed Award or the judgment thereon.







Bryan
Cave LLP
 120
Broadway, Suite 300
 Santa
Monica, California 90401-2386


4.           NQCI
will not attempt to execute on or file any motion, petition or application or
commence any proceeding seeking the collection of any attorneys’ fees that have
been awarded in NQCI’s favor, at any time before December 1, 2009 (the
“Non-Execution Period”), which is intended to allow the Parties a sufficient
period within which to execute a definitive acquisition agreement providing for
the sale or transfer of Xcorporeal’s assets, including its licensing rights in
the Technology, as defined in the Award, to a third party (the “Acquisition
Agreement”); provided further, however, that such period shall automatically be
extended for a period of one hundred and twenty (120) days from December 1, 2009
(the “Extension Date”) if the Acquisition Agreement is  executed in
full on or before December 1, 2009.  If such timely execution in full
occurs, the Extension Date shall automatically be further extended for a period
of sixty (60) days for each amendment to a proxy or information statement
related to the transactions contemplated by the Acquisition Agreement, filed by
Xcorporeal in response to comments made by the Securities and Exchange
Commission.  The Extension Date and the additional 60-day periods
shall be referred to herein, collectively, as the “Extended Non-Execution
Period(s).”  The purpose of the Extended Non-Execution Period(s) is to
allow the Parties an appropriate period of time to fully consummate and close
the sale or transfer of Xcorporeal’s assets, including its licensing rights in
the Technology to a third party.  With regard to any extension period
after December 1, 2009, Xcorporeal, Inc. and Xcorporeal Operations, Inc. are
obligated to proceed with due diligence.




4.1           Notwithstanding
the foregoing, nothing in this Stipulation shall preclude NQCI from seeking the
enforcement or collection of the awarded attorneys’ fees against Xcorporeal at
any time prior to the expiration of the Non-Execution Period or, if the
conditions herein are met, prior to the expiration of the Extended Non-Execution
Period(s), if either of the following occurs: (i) either Xcorporeal, Inc. or
Xcorporeal Operations, Inc. files for bankruptcy, whether through a case under
Title 11 of the United States Code, or otherwise; or (ii) Xcorporeal, Inc. or
Xcorporeal Operations, Inc. or any of their subsidiaries, affiliates, employees,
agents or representatives of these entities, directly or indirectly receives
funds arising from any exploitation of the WAK, PAK or any other technology
licensed to Xcorporeal by NQCI, and fails to remit to NQCI any funds to which
NQCI is entitled under the terms of the Award.







Bryan
Cave LLP
 120
Broadway, Suite 300
 Santa
Monica, California 90401-2386




5.           Each
of the undersigned represents that (i) each is authorized to enter into this
Stipulation on behalf of their client, respectively, and (ii) the Stipulation is
being knowingly and voluntarily entered into by their client, respectively,
based upon the client’s own judgment, belief and knowledge, and consideration of
advice of the undersigned, concerning the nature and extent of the rights being
waived by this Stipulation as well as the effect of the waivers
herein.




6.           This
Stipulation may be executed in several counterparts and all such executed
counterparts shall constitute one agreement, binding on all parties
hereto.  Either an executed copy or counterpart of this Stipulation or
an executed copy or counterpart of this Stipulation transmitted via facsimile or
email shall be deemed to be just as binding as and effective as an executed
original Stipulation.




Dated:  August
      7, 2009
              DICKSTEIN SHAPIRO, LLPBy:
              /s/ James H. TurkenJames
      H. TurkenAttorneys
      for
      Xcorporeal


Dated:  August
      7, 2009
              BRYAN CAVE LLPBy:
              /s/ Rosario L. VizzieRosario
      L. VizzieAttorneys
      for National Quality Care, Inc.