Exhibit 10.5



 





Exhibit 10.5




IRREVOCABLE OPTION AGREEMENT




     This Irrevocable Option Agreement (“Option”) is entered into as of August ___, 2006, by
and among Casa Noble, LLC, a Delaware limited liability company (“CNL”), on the one hand,
and National Quality Care, Inc., a Delaware corporation (“NQCI”) and each of the
majority stockholders of NQCI signatory hereto (“Majority Stockholders”), on the other
hand, (“NQCI Parties”).



     1. The parties have extensively negotiated, and the NQCI Parties have executed and delivered
to CNL concurrently herewith, in the form attached hereto as Exhibits A through F and
incorporated herein by reference, the following:


(A) License Agreement

(B) Merger Agreement

(C) Stockholder Agreement

(D) CNL Agreement

(E) Director Agreement, and

(F) Affiliate Agreements



(collectively, the “Agreements”) between the respective parties hereto and a shell
corporation to be named Xcorporeal, Inc. (“Shell”), and a newly-created corporation to be
named NQCI Acquisition Corporation (“Sub”).




     2. The parties hereto hereby agreement that (a) in consideration of a payment of $1,000.00 to
NQCI, (b) as a material inducement to CNL to create or acquire a controlling interest in Shell and
incorporate Sub, and to eliminate, or obtain indemnification for, any material operating
liabilities of Shell, and (c) in exchange for CNL’s agreement to use its commercially reasonable
efforts to do so over the next thirty (30) calendar days, each of the NQCI Parties hereby agrees
not to withdraw its agreement to, and execution and delivery of, any of the Agreements, and to
unconditionally and irrevocably allow CNL, on its own behalf and in its capacity as promoter of
Shell and Sub, a period of thirty (30) calendar days from the date hereof to countersign and
deliver fully-executed originals of the Agreements to NQCI.



     3. Each of the NQCI Parties acknowledges that CNL will be acting in detrimental reliance on
the provisions of this Option, and grants the Option with the knowledge and intent that CNL do so.
If the Agreements are executed and delivered to NQCI within the time period specified above, all of
the NQCI Parties will be estopped to contest the validity and binding effect of the Agreements.



     4. If the Agreements are executed and delivered to NQCI, CNL shall have no liability of any
kind in its capacity as a promoter of Shell and Sub; provided, however, that CNL shall remain bound
by the CNL Agreement on its own behalf.



     5. In the event that, for any reason whatsoever, CNL, Shell and Sub do not deliver
fully-executed originals of all of the Agreements to NQCI within thirty (30) days of the date
hereof, any party may terminate this Option and all (but not fewer than all) of



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the Agreements without further liability, and the Agreements shall be of no further force or effect
whatsoever.



     6. Upon either (a) the termination of this Option as provided Section 5 above, or (b)
the full and complete execution, delivery and acceptance of all of the Agreements prior to such
time, this Option shall be of no further force or effect whatsoever.



	 	 	 	 	 
	NATIONAL QUALITY CARE, INC.	 	 
	a Delaware corporation	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name: Robert M. Snukal	 	 
	Title: Chief Executive Officer	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name: Victor Gura, M.D.	 	 
	Title: Chief Scientific Officer	 	 






	 	 	 	 	 	 	 
	 	 	CASA NOBLE, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Terren S. Peizer	 	 
	 	 	Title: Managing Member	 	 






	 	 	 	 	 
	 	 	 
	 

	 	Victor Gura, M.D.	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Robert M. Snukal	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Leonardo Berezovsky, M.D.,	 	 
	 

	 	individually and as Trustee of all Trusts
holding NQCI Common Stock of which
he is a Trustee
	 	 






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