0000950124-07-000190 Sample Contracts

Re: Merger Agreement between National Quality Care, Inc. (“NQCI”) and Xcorporeal, Inc. (“Xcorporeal”) dated September 1, 2006
Merger Agreement • January 9th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus

Please be advised that Xcorporeal is not reasonably satisfied with the results of its due diligence of NQCI under the Merger Agreement, due to the following problems:

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Xcorporeal, Inc.
Merger Agreement • January 9th, 2007 • Xcorporeal, Inc. • Electromedical & electrotherapeutic apparatus

We have all been proceeding diligently to move forward with the Merger Transaction under the Agreement, and to date NQCI has not exercised its right to terminate the Merger Transaction and proceed with the Technology Transaction.

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