U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________TO __________

COMMISSION FILE NUMBER: 33-43423

NUWAY MEDICAL, INC. F/K/A NUWAY ENERGY, INC.
(Exact name of Registrant as specified in its charter)

                 DELAWARE                                 65-0159115
                 --------                                 ----------
(State or jurisdiction of incorporation or    (IRS Employer Identification No.)
              organization)

23461 SOUTH POINTE DRIVE, SUITE 200, LAGUNA HILLS, CA 92653
(Address of principal executive offices, Zip Code

Registrant's telephone number, including area code: (949) 454-9011

Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.00067 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes [X] No [ ].

Check if there in no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ].

Issuer's revenue for its most recent fiscal year: $ -0-

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2002 was $1,187,312.

The number of shares outstanding of the issuer's class of common equity as of May 22, 2003 was 31,040,911.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


TABLE OF CONTENTS

PART I

ITEM 1. DESCRIPTION OF BUSINESS                                                                      Page 3
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ITEM 2. DESCRIPTION OF PROPERTY                                                                     Page 16
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ITEM 3. LEGAL PROCEEDINGS                                                                           Page 17
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                         Page 17
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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS                                   Page 18
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION        Page 20
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ITEM 7. FINANCIAL STATEMENTS                                                                        Page 31
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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                                                                                                    Page 31
PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION       Page 31
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16(A) OF THE EXCHANGE ACT                                                                           Page 34
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ITEM 10. EXECUTIVE COMPENSATION                                                                     Page 35
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                             Page 38
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                             Page 40
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                           Page 43
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ITEM 14. CONTROLS AND PROCEDURES                                                                    Page 43
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SIGNATURES                                                                                          Page 44
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CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
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RULE 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002         Page 45
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CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001                    Page F-1
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EXHIBITS FILED WITH THIS REPORT
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PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

NuWay Medical, Inc. (the "Company" or "NuWay") offers medical and health related technology products and services with an initial focus on the health and information software technology needs of the sports industry.

The Company's primary product is its Player Record Library System ("PRLS"), a highly specialized electronic medical record and workflow process software application designed to address the information technology needs of the sports industry relating to player health including the immediate need to comply with the Health Insurance Portability and Accountability Act ("HIPAA").

We market PRLS through our subsidiary NuWay Sports, LLC, a joint venture with ex NFL football players formed in December 2002. NuWay Sports has recently signed business agreements with several National Football League (NFL) teams and is promoting its service to other NFL teams, the NFL League, NFL Trainers Association, NFL Players Association and the NFL Player Safety Council. PRLS will also be marketed to teams, leagues, and player associations in the National Basketball Association (NBA), Major League Baseball (MLB), and other sports such as hockey, soccer, boxing, motor sports, and entertainment sports. PRLS would benefit not only professional sports, but also collegiate programs and in some cases, high school athletics.

With PRLS, player medical data and images (x-rays, CT scans, MRIs, sonograms, etc.) can be electronically acquired and archived in a digital format with enough resolution to allow for medical diagnostics. The database of scanned images and associated data is encoded, encrypted and password protected. The records are accessible over a private network or the Internet, and can be displayed, analyzed, and interpreted by team doctors and other authorized officials. The system provides a complete audit trail of keystrokes and a detailed workflow process for all users.

Competitive athletes require health management and training on a continual basis throughout their career and NuWay's PRLS helps owners, players, trainers, coaches, physicians, insurance companies, agents, attorneys and business managers manage the athlete's health for maximum performance. Our marketing slogan is "Maximum Technology for Maximum Performance."

BUSINESS DEVELOPMENT

NuWay was initially organized as Repossession Auction, Inc. under the laws of the State of Florida in 1989. In 1991, the Company merged into a Delaware corporation bearing the same name. In 1994, the Company's name was changed to Latin American Casinos, Inc. to reflect its focus on the gaming and casino business in South and Central America, and in 2001 the Company changed its name to NuWay Energy, Inc. to reflect its new emphasis on the oil and gas development industry. During October 2002 the Company's name was changed to NuWay Medical, Inc. coincident with the divestiture of its non-medical assets and the retention of new management with a new direction for the Company.

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PLAN TO CHANGE BUSINESS FOCUS AND TURN AROUND THE COMPANY

Dennis Calvert was appointed president and CEO by the board of directors on June 28, 2002 to develop and execute an overall plan to redirect the business away from its historically unprofitable focus on slot machine rentals, deep gas and oil well exploration and cigar distribution towards its current business plan. The board of directors and certain affiliates of the Company were aware of and in support of that plan. That plan included the acquisition of certain healthcare assets, the infusion of operating capital, the sale or disposal of certain non-medical assets, and execution of the business plan. Camden Holdings, Inc invested $250,000 during 2002 and was the only source of investment capital during the year. While Mr. Calvert was successful in redirecting the Company's business focus, $250,000 was not sufficient to accomplish the complete turnaround of the business and the sale and disposal of former operating divisions generated no cash to the Company because of their limited marketability and increasing liabilities. These factors and the increased operational activity of the Company led to a significantly increased level of reliance upon the Company's 2002 Consultant Equity Plan and its 2003 Stock Compensation Plan as more fully described in this filing document.

During the first quarter ending March 31, 2003, the Company made substantial progress in its new business plan, creating a market ready product, landing contracts with highly valued customers, and, according to customers and prospects (and in the opinion of Management), distinguishing itself as a marketplace leader in its area of expertise. However, the relative success or failure of the new plan is not yet proven and Management believes it will only be able to confirm that success when the Company achieves profitability.

NAME CHANGE

On July 19, 2002, the board of directors approved an amendment to the Company's Certificate of Incorporation to change the name of the Company from "NuWay Energy, Inc." to "NuWay Medical, Inc." (the "Name Change"). On August 12, 2002, consenting stockholders representing 3,930,183 shares of a total 7,761,353 shares outstanding issued a consent approving the Name Change. It was the opinion of the Board and the consenting shareholders that the Name Change was desirable to more accurately reflect the nature of the ongoing business and operations of the Company. The effectiveness of the Name Change was subject to our compliance with Regulation 14C of the Securities and Exchange Act of 1934, as amended, and NASDAQ regulations, including all requisite filings, which was accomplished. The filing was made on September 23, 2002 and the Name Change became effective October 30, 2002 upon the filing of the Amended Certificate of Incorporation with the Secretary of State of Delaware.

INCREASE IN AUTHORIZED SHARES

On July 19, 2002, the board of directors approved an amendment to the Company's Certificate of Incorporation increasing the authorized common stock from 15,000,000 to 100,000,000 shares, and authorizing the issuance of up to 25,000,000 shares of preferred stock, with terms to be defined at the time of issuance. As detailed in the Form 14C filed on September 23, 2002, stockholders owning 3,930,183 shares of the 7,761,353 total shares of common stock then outstanding, consented to the increase in authorized common stock and the creation of a preferred class of 25,000,000 shares. The amendment to the Certificate of Incorporation was filed with the Delaware Secretary of State on December 27, 2002.

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PURCHASES NOT IN THE ORDINARY COURSE OF BUSINESS

GENESIS HEALTH TECH TRANSACTION

On June 28, 2002, the Company purchased certain assets from Genesis Health Tech, Inc. ("Genesis"), a wholly owned subsidiary of Camden Holdings. These assets included a database to be used for marketing NuWay's products and services. Genesis compiled this database over a 24-month period and it includes a comprehensive listing of healthcare providers in the United States, representing a valuable marketing tool for phone, mail and direct marketing purposes. The total purchase price was satisfied by the issuance of 666,667 shares of NuWay restricted common stock. The transaction received the consent of a majority of the stockholders. As detailed in the Form 14C filed on September 23, 2002, stockholders owning 3,930,183 shares of the 7,761,353 total shares of common stock then outstanding, consented to the transaction.

MED WIRELESS TRANSACTION

By way of an agreement, dated July 16, 2002, and amended August 21, 2002, the Company acquired a 15-year, fully paid license to certain technology (described below) from Med Wireless, Inc., a Nevada corporation ("Med Wireless"). As detailed in the Company's prior filings, pursuant to this license agreement (i) the Company would license from Med Wireless all of its rights and interest in certain software applications relating to the movement of medical images and data over the Internet and via handheld wireless devices as well as customer lists; (ii) Med Wireless would assign its customers and distribution agreements related to the licensed intellectual property to the Company; and (iii) the Company would assume $1,120,000 of outstanding debt. In return, NuWay would issue to the Med Wireless shareholders 6,600,000 shares of NuWay's restricted common stock. When effectuated, the Med Wireless Agreement resulted in Med Wireless shareholders owning approximately 44 percent of the Company's outstanding shares. Two affiliated parties (Camden Holdings, Inc. and Summit Healthcare, Inc.), each with minority interests in the Company, also own minority interests in Med Wireless either directly or indirectly. Shareholders owning 3,930,183 shares of the 7,761,353 shares then outstanding consented to the transaction with Med Wireless. As a result of Mr. Calvert's agreement to become the president of Med Wireless, Inc. on or about June 15, 2002, he received in the name of New Millennium Capital Partners, LLC a right to, but not the actual certificates for, a total of 1,327,700 shares of stock in Med Wireless, Inc., representing 9.9% of the total number of shares of Med Wireless, Inc., and received those shares by virtue of a corresponding reduction of shares then currently held by Camden Holdings, Inc., which, upon its effective date, resulted in New Millennium Capital Partners, LLC receiving 600,000 shares of NuWay from the Med Wireless transaction with NuWay. Mr. Calvert was asked by the board of directors to become president of NuWay Medical, (formerly NuWay Energy, Inc.) for the purpose of executing the Plan to Change Business Focus and Turn-Around the Company as referenced above.

Med Wireless develops applications for the medical industry that integrates software, hardware, wireless technology and broadband delivery systems to improve communications, increase diagnostic accuracy, and provide efficient storage and retrieval of clinical information via the Internet. Over the course of four years of research and development, Med Wireless represented that it had spent nearly $5,000,000 to create a broad range of technology solutions for hospitals, physicians, physician practice groups, nurses, administrators, laboratories, pharmacies, and other provider organizations.

One portion of this technology known as "MedCast" was key to NuWay Sports' ability to quickly implement its PRLS system while realizing significant R&D savings. MedCast technology allows for the acquisition, delivery and storage of ultrasound, MRI, X-RAY and CAT Scan images over a secure wireless or broadband connection, assuring the highest quality and broadest availability of this medical information. Med Wireless' proprietary compression algorithms allow for real-time transmission of "diagnostic quality" medical images over the Internet to be viewed online in real time.

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With a few modifications, Med Wireless's unique MedCast communication and compression technologies and high-availability server clusters formed the robust backbone of PRLS. With these key technology elements in place, NuWay Sports was able to focus its resources on developing the front-end and user interface of the PRLS product.

FORMATION OF NUWAY SPORTS, LLC

In December 2002, NuWay entered into a joint venture agreement with Rasheed and Associates (founded by former NFL player and Academic All-American Kenyon Rasheed) to form a California limited liability company called "NuWay Sports Medicine Ventures, LLC." The LLC was formally registered with the California Secretary of State during January 2003 and the name was later changed to "NuWay Sports LLC" ("NuWay Sports"). NuWay Sports is owned 51 percent by NuWay Medical, Inc. and 49 percent by Rasheed and Associates.

SALES OF ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS

In order to focus on our primary business opportunity, we divested our non-core businesses during the year 2002. These businesses included a slot machine rental and remanufacturing subsidiary in South and Central America, the distribution and sale of premium brand cigars, and an oil and gas development subsidiary in Canada. The stock of both the slot machine rental subsidiaries (Latin American Casinos Del Peru S.A., a Peruvian corporation and Latin American Casinos of Colombia LTDA, a Colombian corporation), and the oil and gas subsidiary, NuWay Resources, Ltd., were sold effective October 1, 2002. The cigar business was shut down and discontinued effective November 30, 2002.

A description of the discontinued operations is as follows:

LATIN AMERICAN CASINOS SUBSIDIARIES - HISTORY AND SALE

The Company entered the gaming and casino industry in Peru in 1994. Since January 1995, the Company had been engaged in the renting of slot machines and other gaming equipment to licensed gaming establishments in various cities through its wholly owned subsidiaries Latin American Casinos Del Peru S.A., a Peruvian corporation and Latin American Casinos of Colombia LTDA, a Colombian corporation. In 1994, the Company formed its Peruvian subsidiary, and in late 1995 the Company formed its Colombian subsidiary.

The Company had concentrated its efforts on the rental of used five reel slot machines. These machines were purchased at a fraction of the cost of new machines and were refurbished for use in South and Central America. As of September 30, 2002, the Company had approximately 300 machines under rental contracts in Peru and Colombia.

On December 15, 2002, the Company entered into an agreement to sell 100 percent of the stock of the Latin American Casinos subsidiaries, with an effective date of October 1, 2002. The Company realized no cash from the sale of those operating units, but was able to contractually insure that NuWay would retain no liabilities related to this business after October 1, 2002. As a result of the sale, the Company recorded a loss of $1,376,733 during the fourth quarter of 2002.

WORLD'S BEST RATED CIGAR COMPANY - HISTORY AND SALE

In September 1997, the Company incorporated World's Best Rated Cigar Company, as a wholly owned subsidiary to distribute premium cigars within the United States. During November 2002, the Company discontinued operations and disposed of the remaining inventory and other assets. A loss of $179,750 was recorded in the fourth quarter of 2002 as a result of this disposal.

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NUWAY RESOURCES, LTD. - HISTORY AND SALE

Since July 2001, the Company directed part of its efforts to oil and gas exploration and development in Canada. The Company (through its wholly owned subsidiary NuWay Resources, Ltd., a Nevada corporation) purchased a 30 percent working interest in the Superb area of Saskatchewan, Canada and a 20 percent working interest in the Altares Gas project in Northeast British Columbia. The subsidiary's ownership interests in the oil fields were characterized as "minority" ownership working interests. This classification meant that future development and capital expenditures and losses would be directed by the controlling owners, (who were parties unaffiliated with the Company) and not NuWay. Despite that lack of control, NuWay would continue to be obligated to share in the costs on a pro-rata basis.

While these properties had proven reserves of oil and natural gas, the controlling owners ultimately found the extraction and processing of the natural reserves had become too difficult and too costly to continue. Neither project had generated positive cash flow to NuWay after considering the cost of development and administrative and management expenses. Further, neither project had any expectation of generating positive cash flow to the Company for the foreseeable future, and as a working interest owner, the NuWay would be liable for the cost of continued development, maintenance and re-drilling efforts. The managing owners of the properties have significant ownership interests in other oil and gas projects and they had communicated to management their intent to invest their resources in other projects, rather than focus on these properties.

On September 3, 2002, the Company indicated in a press release that it intended to spin off the oil and gas subsidiary NuWay Resources, Ltd. into a separate public company. At that time, the Company began negotiations with the senior ownership party in Canada to determine the value and explore the feasibility of such a plan. At the same time, the Company began a process to determine if additional energy related assets could be acquired by the subsidiary as part and parcel to the spin-off. Management was notified during these negotiations (in the fourth quarter) that the senior management partner intended to redirect their business focus away from these assets and into more lucrative properties. The uncertainty as to the future disposition of the assets, as well as uncertainty of the potential for additional capital call provisions and thus unknown future liabilities made the spin-off unworkable.

NuWay entered into an agreement on December 15, 2002 with Summit Oil and Gas, Inc. to sell the stock of NuWay Resources, Ltd. for $100,000 less outstanding liabilities. The Company realized no cash from the sale of these operating units, but was able to contractually insure that it would not retain any liabilities beyond October 1, 2002. In conjunction with the sale of these operations, NuWay recorded a loss of $1,290,948 during the fourth quarter of 2002.

BUSINESS OF THE COMPANY

COMPANY OVERVIEW

NuWay offers medical and health related technology products and services with an initial focus on the health and information software technology needs of the sports industry.

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The Company, through its joint-venture subsidiary, NuWay Sports, LLC, markets the "Player Record Library System", or "PRLS". PRLS (described in detail below) is an electronic medical record and workflow process software application designed to address the specialized information technology needs of the sports industry relating to player health including the immediate need to comply with the Health Insurance Portability and Accountability Act ("HIPAA").

The Company also is involved in sports event management services as demonstrated in its work with the Texas Sports Combine described below. It has invested time and development in an ultrasound rental business subject to financing which has yet to be obtained.

While the Company's competition is robust and highly competitive, the Company distinguishes itself by its uniquely designed and sports oriented focus for its niche market. The Company acquired its core technology through its 15 year license agreement with Med Wireless and has invested considerable time and money with a technology development team that continues to enhance and update the products. At the current time, the Company is reliant on a narrowly defined sports industry customer base for its primary source of revenue. The Company expects to apply its technology to additional vertical markets as they are identified. The core technology is unique, proprietary and custom designed.

MANAGEMENT

Our management has been active in the healthcare industry since 1986 and has experience and demonstrated competency in the creation, transfer, management, compression, communication, storage and organization of medical information in a digital format. Our information technology team was instrumental in the development of the technology developed by Med Wireless and licensed by NuWay Medical prior to the formation of NuWay Sports. Furthermore, members of NuWay's business team, including Mr. Calvert and several consultants, were competitive athletes in collegiate Division I basketball, collegiate Division I baseball, collegiate Division I football, professional soccer, professional baseball and motocross. Having dedicated a significant portion of their lives to sports, they are familiar with player and team healthcare needs.

PRODUCTS AND SERVICES

The Company's products and services consist at the present time of its Player Record Library System, its event management services, and its Ultrasound rental program. Each of these is described below.

PLAYER RECORD LIBRARY SYSTEM ("PRLS")

The proprietary Player Record Library System, ("PRLS") PRLS is an electronic medical record and work flow process software application designed to address the highly specialized information technology needs of the sports industry relating to player health. PRLS gathers images electronically, organizes them, hosts them, and distributes them to authorized end users. It is designed to deliver vital player medical information at the point of need. It helps teams comply with the requirements of the Health Insurance Portability and Accountability Act ("HIPAA"). The name Player Record Library System is the creation of Rasheed and Associates and was marketed under that name for approximately 18 months prior to the formation of NuWay Sports, LLC. This name and its use was contributed to NuWay Sports by Rasheed and Associates at the inception of NuWay Sports LLC.

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Competitive athletes require health management and training on a continual basis throughout their career and NuWay's PRLS helps owners, players, trainers, coaches, physicians, insurance companies, agents, attorneys and business managers monitor and manage the player's health for maximum performance.

With PRLS, player medical data and images (x-rays, CT scans, MRIs, sonograms, etc.) can be electronically acquired, and archived in a digital format with enough resolution to allow for medical diagnostics. The database of scanned images and associated data is encoded, encrypted and password protected. The records are accessible over a private network or the Internet, and can be displayed, analyzed, and interpreted by team doctors and other authorized officials. The system provides a complete audit trail of keystrokes and a detailed workflow process for all users.

The PRLS system incorporates "MedCast" technology licensed from Med Wireless, Inc. MedCast enables the acquisition, delivery and storage of ultrasound, MRI, X-RAY and CAT Scan images over a secure wireless or broadband connection, assuring the highest quality and broadest availability of this medical information. Med Wireless' proprietary compression algorithms allowed for real-time transmission of "diagnostic quality" medical images over the Internet to be viewed online in real time.

At the core of the MedCast solution is a cluster of powerful database servers running the Sybase relational database. These "DICOM-compliant" PACs servers are designed to maintain data integrity and ensure secure communication utilizing industry-standard 128-bit encryption. 100 percent fault tolerant servers are an integral part of the MedCast solution. High availability is achieved by use of "fail over" clusters, in which resources can automatically move between several nodes in the event of a failure. Scalability is achieved by balancing the load of an application across several servers.

The MedCast software solution consists of 3 key modules: Acquisition, Communication and Access. The Acquisition Module is responsible for interfacing with industry standard DICOM-compatible medical devices for the purpose of acquiring medical image data and passing it on to a Communications Module. The latter module is responsible for Compression, Encryption and Secure Transfer of acquired medical data to our secure data storage facility. The Access module allows authorized healthcare personnel to seamlessly access stored medical data over the Internet. The ccess module utilizes Secure Socket Layers and 128-bit encryption to ensure security of the sensitive medical data transmitted over the Internet.

With a few modifications, MedCast's unique communication and compression technologies, and high-availability server clusters formed the robust backbone of PRLS. With these key technology elements in place, NuWay Sports was able to focus its resources on developing the front-end and user interface for PRLS.

The basic PRLS software application will be sold on a license basis. Each license sold will also have an annual maintenance fee at an amount equal to 20 percent to 30 percent of the initial cost of the application.

THE OPPORTUNITY

The PRLS system helps reduce liability cost at both the team and league level by providing athletic trainers and their medical staff detailed information at the point of treatment. In the last year, for example, teams, leagues and university athletic departments have faced litigation brought by athletes (or their families) totaling more than $600 million (notable examples include suits brought by the families of Rashidi Wheeler of Northwestern University and Korey Stringer of the NFL Minnesota Vikings).

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TARGET MARKET FOR PRLS

We intend to sell a menu of sports related products and services through our subsidiary, NuWay Sports with an emphasis on our Player Record Library System, ("PRLS").

NuWay Sports is actively marketing the PRLS system throughout the professional and collegiate sports industry. The initial response has been encouraging. The flexibility of the core technology was demonstrated by the Company's rapid and successful implementation of a scaled down version of the PRLS product for the 2003 NFL Combine, which took place in Indianapolis, Indiana the week of February 17, 2003. The Company is promoting its full scale PRLS product to other NFL teams, the NFL League, and NFL Players Association. PRLS will also be marketed to other teams, leagues, and player associations such as the National Basketball Association (NBA), Major League Baseball (MLB), and other sports including hockey, soccer, boxing, motor sports, and entertainment sports. PRLS can benefit not only men's and women's professional sports, but also collegiate programs and in some cases, high school athletics.

Professional sports in the United States includes 32 NFL Teams, 30 NBA Teams, 30 NHL Teams, 30 MLB Teams, 12 MLS Teams, 8 WUSA Teams, 19 AFL Teams, 16 WNBA Teams, 115 Division 1A Athletic Departments, 50 CONCACAF International Club Soccer Teams, 250 collegiate Division 1AA Athletic Departments, 40,000 high-schools, and players' unions for each of the professional sports leagues. PRLS is also suited to boxing, extreme sports, entertainment sports and motor sports.

SALES AND IMPLEMENTATION

Rasheed and Associates, managed by Kenyon Rasheed, leads the sales effort on behalf of NuWay Sports. Rasheed and Associates' sales force is comprised of an extensive network of former professional and collegiate athletes who have the contacts and relationships to reach out to most of the major sporting organizations in the United States and to expand that reach worldwide. NuWay Medical is funding the development of NuWay Sports' products and is providing additional management support.

2003 NFL COMBINE

NuWay Sports was invited to participate in the 2003 NFL Combine held the week of February 17, 2003, in Indianapolis Indiana. The "NFL Combine" is an annual event held by the NFL to evaluate the top collegiate prospects available for selection in the upcoming NFL draft. These NFL prospects are put through intensive physical, mental, athletic and medical evaluations by coaches, trainers and doctors for the benefit of NFL owners, trainers and team physicians. The teams use this information in evaluating which athletes to draft with their valuable and limited draft choices.

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NuWay Sports contracted with the NFL Combine to implement a scaled down version of its PRLS system to digitally store the medical records created at the 2003 NFL Combine. After the Combine was completed, the Company was given access to the approximately 60,000 medical images taken of the draft prospects and we converted those images to a digital format and implemented a proprietary system for use by the NFL teams. The Company sold access to these images to 18 of 32 NFL teams and acted on this business opportunity in less than 30 days. Additionally, NuWay Sports trained each team on the system and was able to provide a real time demonstration for each NFL team under contract.

SPORTS EVENT MANAGEMENT SERVICES

In addition to PRLS, NuWay Sports offers its clients sports industry related events and promotion services, product and services marketing and sales and distribution services. A recent example of the Company's involvement in sports event management is the Texas Sports Combine.

TEXAS SPORTS COMBINE

The Texas Sports Combine was held on May 17, 2003 on the campus of Houston's Reliant Park. Approximately 6,000 high school athletes from the greater Houston Metropolitan area were registered to attend. The Combine is an event where physicians from the Baylor Sports Medicine Institute in partnership with physical therapists from The Institute of Rehabilitation Research (TIRR) provide thorough physical exams for the high school athletes attending, as required for their participation in athletics. The player participants also enjoy a variety of entertaining activities and interesting exhibitions. NuWay was asked to assist in the event as a co-event coordinator to help bring current and retired professional athletes to interact with the high school students and their parents as well as facilitate informal discussions on recruiting, sports specific training, life as a student athlete or professional athlete, etc. We assisted in securing corporate participation to help underwrite the costs of the event for this year and future events. We will work with Baylor Sports Medicine Institute to create a PRLS library of the reports generated for each athlete attending the event.

ULTRASOUND AND MED WIRELESS RELATED ASSETS

Included in the license from Med Wireless, Inc. were relationships developed by Med Wireless for the distribution of ultrasound machines used primarily by obstetricians. The Company developed a sale and leaseback program and made a public announcement by press release on January 7, 2003, that it received over $7 million in orders that were contingent on obtaining financing for the equipment. The sale and leaseback program was designed to provide inventory financing for the Company. Under this plan, the Company would sell ultrasound machines to third parties who would then in turn lease back the equipment to the Company. The Company then would rent the machines to medical providers at a premium to its cost. The $7 million in orders were comprised of 33 separate orders by third parties for machines at a cost of $224,178 per machine. However, as disclosed in the press release, financing was necessary to complete the sales. The Company also indicated that with financing in place it expected to be able to generate more than $20 million in sales during the first quarter of 2003. This expectation was based on the speed in which we obtained the orders and management's discussions with finance brokers regarding the Company's ability to obtain financing for these orders. Since that announcement the Company spent considerable effort to obtain financing for these orders, including the retention of multiple finance brokers. However, despite these best efforts, the Company has yet to obtain financing for this equipment. The principal reason these orders have not been financed successfully is the Company's lack of credit worthiness. However, the business opportunity related to the ultrasound lease program remains viable and management intends to continue to review financing options and business opportunities related to the ultrasound business when the Company has sufficient credit resources to qualify as a borrower as well as evaluate its practical execution in light of all other business developments in the Company at the time it is financially feasible.

THE MARKET

The Company's intellectual property and core technology has practical applications and business opportunities in multiple industries. The Company has demonstrated its ability to rapidly take advantage of these opportunities through its successful execution of NuWay Sports' PRLS product offering to service the 2003 NFL Combine.

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NuWay Sports is actively marketing the PRLS system throughout the professional and collegiate sports industry. The initial response has been encouraging. In addition to its success at the NFL Combine (discussed above) it is promoting its service to other NFL teams, the NFL League, and NFL Players Association. PRLS will also be marketed to teams, leagues, and player associations in the National Basketball Association (NBA), Major League Baseball (MLB), and other sports such as hockey, soccer, boxing, motor sports, and entertainment sports. PRLS can benefit not only professional sports, but also collegiate programs and in some cases, high school athletics.

Professional sports in the United States includes 32 NFL Teams, 30 NBA Teams, 30 NHL Teams, 30 MLB Teams, 12 MLS Teams, 8 WUSA Teams, 19 AFL Teams, 16 WNBA Teams, 115 Division 1A Athletic Departments, 50 CONCACAF International Club Soccer Teams, 250 Division 1AA Athletic Departments, 40,000 high-schools, and Player's Unions for each the Professional Sports Leagues. PRLS is also suited to boxing, extreme sports, and entertainment and motor sports.

OTHER OPPORTUNITIES

The core technology, which comprises database management, communications systems integration, user interface design and integration, web design, and e-commerce solution capabilities, has practical applications that create business opportunities in multiple industries. For example, the same advanced compression technology that enables MedCast transmissions also enables us to offer hospitals an inexpensive storage solution to meet federal mandates for maintaining archival copies of diagnostic images. In addition to handling diagnostic imagery recorded through MedCast, our data storage service is designed to provide secure, off-site back up of a myriad of other medical records.

The Company intends to offer these applications and service capabilities to other companies on a contract basis. In addition to sports medicine and broader medical applications, there are numerous other potential vertical markets for the core technology. Some examples include:

1. Department of Defense
2. Human Resources
3. Employers with High Physical Wellness Requirements (examples)
a. Law Enforcement
b. Emergency Personnel
c. Public Transportation Services
4. Health/Life Insurance Underwriting

NuWay Sports has an extensive network of relationships in the sports industry. The Company is able to tap a worldwide network of former professional athletes and related professionals to assist in the deployment of products and services. In addition to PRLS, NuWay Sports offers its clients sports event management and promotion services, product and services marketing, sales and distribution services.

The Company intends to pursue these opportunities as they materialize. The Company also intends to acquire companies to take advantage of economies of scale and vertical market opportunities as well as pursue similar business opportunities like NuWay Sports.

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COMPETITION

There are several companies offering HIPAA compliance software solutions and medical image transfer/management systems. Many are considerably larger and have greater financial resources than NuWay Medical. There are few that integrate systems to a unique customer workflow and even fewer marketed in the way that NuWay markets its products. NuWay Sports is unique in its exclusive focus on the sports industry.

The field is highly competitive and we compete with companies that are better established and better capitalized. The Company distinguishes itself by its product design, user interface and proprietary distribution and marketing capabilities.

Compared to competitive products or the closest products available today the Company's products are uniquely designed and geared towards the sports industry and they can support its site-specific design and build capabilities. The ability to adapt systems to the needs of a specific location is a unique capability.

Significant competitors of whom the Company is aware are as follows:

GE MEDICAL SYSTEMS

GE Medical Systems Information Technologies is a leading global provider of integrated clinical workflow solutions for the healthcare industry. They are well capitalized and established. They help healthcare providers streamline their workflow and move patients, resources, and information across the continuum of care with maximum efficiency. They combine advanced medical technologies and algorithms, with years of clinical workflow experience and industry-leading healthcare IT expertise. They back it all with support. GE generates more than $11 billion in annual revenues and of that, the information technology division represents more than $2 billion.

Data Acquisition and Analysis Systems offered by GE include:

- Monitoring systems and cardiac devices that acquire clinical data.

- Communication Networks: GE's Unity Network(R) offers the option of real-time, wireless and broadband communications.

- Information Systems: GE's Centricity Information Systems provides a comprehensive central, source of patient and clinical data, to enable faster diagnosis and better treatment.

- Services: GE offers a portfolio of IT Professional Services for network design, application development, and systems integration, as well as Technical Support Services.

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SIEMENS

Siemens offers a wide array of technologically advanced solutions including the new Online Medical Record module, which runs on the proven Siemens Enterprise Document Management Platform. The Siemens Online Medical Record with a browser-based user interface acts as an ex tension of patient management and clinical applications as well as a bridge to a web-based, paperless environment.

ERGO PARTNERS (EMERITUS)

Ergo Partners has a sophisticated Electronic Medical Record (EMR) software system, called "EMERITUS," for physician and nursing clinical documentation. It is a patient-centric electronic clinical documentation system. It combines Ergo's Health Observation Language with industry standard languages into a vast collection of dialogs to support clinical documentation. Emeritus utilizes a comprehensive selection of researched clinical languages to provide clinical documentation of the patient encounter involving all health care disciplines and in all health care settings. Physicians, Physicians Assistants, Nurse Practitioners, Nurses, Therapists and Aides can all use EMERITUS to facilitate a complete patient medical record. Complete clinical detail can be recorded at the point of care.

MAGNA INFOTECH

Magna EMR is a comprehensive, customizable, Electronic Medical Record system for doctors and hospitals. Magna EMR is secure, and the patient registration data is saved in the encrypted format, for extra security.

COMMEDICA LTD.

ComMedica offers three technology solutions. PIRILIS includes a central database combining workflow capability, compression, encryption and DICOM in a single solution for managing patient information for the delivery of patient care across radiology, cardiology and ophthalmology. ComMedica claims to bring immediate competencies in clinical data and image handling through their three technology offerings: ComMedica Image Viewer, ComMedica PACS Broker and ComMedica Image Server. The ComMedica Image Viewer claims to be one of the most complete and powerful DICOM Viewers on the market today capable of handling DICOM files of any modality (X-Ray angiogram, ultrasound, CT, MRI, Nuclear Medicine), compression, depth or color. The ComMedica PACS Broker connects Imaging departments such as radiology, cardiology and ophthalmology to the various information systems in the hospital including diverse imaging modalities, physiological recording devices, information and administrative software.
According to ConMedica's website, "ComMedica's flagship product, PIRILIS, is the world's most sophisticated web-based clinical record system. At the heart of PIRILIS is a central database combining workflow capability, exceptional compression and encryption technologies for medical data and images, and ComMedica's unique and complete DICOM library. The result is a powerful universal solution for managing patient information.

PIRILIS allows all forms of health record, including textual, graphical and complex imaging data to be shared securely at the point of clinical decision-making - anywhere and any time using any browser on a web-connected computer. PIRILIS is a scalable solution, which integrates seamlessly into existing systems, thereby capitalizing on previous investments in hardware and software."

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Rasheed and Associates worked with ComMedica for approximately seven months during 2002 to develop a product specifically for the sports markets, prior to forming the relationship with NuWay. Rasheed and Associates consulted with the staff at ComMedica about its experiences in the sports market and his research about how to serve that clientele. Prior to Rasheed and Associates' involvement, ComMedica had no sports specific product. That relationship ended prior to the formation of NuWay Sports, LLC when the parties could not agree on economic terms.

SDMS LTD.

SDMS Ltd is a leading UK provider of Staff Development, Training Administration, Personnel, and Human Resource Management Systems and has developed a Sports related product serving the UK Football industry.

Its current product range includes: Software for Personnel Management and Administration, Staff Development Management, Recruitment and Selection Management, Training Evaluation, Skills and Experience Audit, NVQ / SVQ and Learning Skills Management, Training Needs Analysis, IIP and Training Planning, Academy and Professional Players and Football Management. Software for employee appraisals and staff reviews as well as specialist software for Head Teacher Appraisal and Teacher appraisal also is available. Products are available in Specialist Editions to suit the unique requirements of particular organizations such as social service organizations, businesses or football clubs).

ETRAUMA

On August 13, 1999 eTrauma acquired substantially all the assets of RemoteImage, LLC, a company headquartered in Glendale, Arizona. eTrauma, LLC merged into eTrauma.com Corp on May 17, 2000. eTrauma Corporation is a private, closely held Delaware corporation formed in June 1999 for the purpose of developing Internet based technology for use by the medical community. The Company was the first to market an Internet, web-centric, emergency medical imaging solution enabling healthcare providers to make more informed medical decisions using a web browser.

NuWay has differentiated itself from the competition with an integrated product offering designed for the specific needs of the sports industry.

STRATEGIC PARTNERS

THINK TANK SYSTEMS

In February 2003, the Company formed a strategic alliance with Think Tank Systems LLC, an IBM(R) Premier Business Partner. Think Tank Systems designs, builds, and supports technology and e-business infrastructures that are wholly aligned with their customers' short and long-term business goals. As an IBM(R) Hardware and Software Premier Business Partner their solutions are aligned with IBM strategic technology offerings, including eServer xSeries and pSeries, AIX, Linux, Lotus messaging and collaboration, and Tivoli storage. Think Tank is also a Cisco Premier Business Partner.

The alliance with Think Tank will allow us to value-add our PRLS system with a range of IBM products.

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RADLINK, INC.

In February 2003, the Company formed a strategic alliance with Radlink, a digital medial image management specialist. Radlink provides a complete range of medical-film-to-digital-image conversion, storage and delivery services to healthcare providers worldwide. Its mission is to combine high performance equipment technologies and Internet capabilities to provide customers with high quality image acquisition and Internet Image Management services at a level of economic ease that is unprecedented in the healthcare industry.
With, Radlink, NuWay can offer a sports team a complete digital medical image management program that helps the team manage its medical images and medical records as well as allowing its trainer to further manage his workflow process.

REGULATORY ENVIRONMENT

Federal regulations regarding the privacy and reporting standards for medical records have been enacted with the Health Insurance Portability and Accountability Act, ("HIPAA") taking affect in April of 2003. HIPAA. Relative to the Sports Industry, HIPAA requires that organizations that have access and control over health information maintain the privacy of that information and that upon request, a patient/player must be provided with a legible, complete and understandable copy of their medical record.

PRLS helps its user comply with HIPAA and helps provides better and more timely information related to the health of a player.

EMPLOYEES

At December 31, 2002, NuWay employed 3 full time employees, while at December 31, 2001 NuWay had 32 full-time employees. Also, at May 22, 2003, NuWay employed 3 full time employees. The principal reason for the decline in headcount from year to year is the change in business focus and the divestiture of non-medical operations during 2002. NuWay has had numerous project oriented consultants since June of 2002. It currently has an expectation of maintaining ongoing consulting agreements with another 12 individuals who perform work on behalf of the Company as independent contractors on an as-required basis. All independent contractor agreements are short-term or on a project-by-project basis. The Company intends to add some of these consultants to its full time staff as employees and add additional staff members on an as needed basis. Based on its anticipated growth in revenues, the company expects to add possibly 20 full time employees before the end of the year.

ITEM 2. DESCRIPTION OF PROPERTY

The Company maintains its principal place of business at 23461 South Pointe Drive, Suite 200, Laguna Hills, CA 92653 Phone: 949-454-9011 Fax: 949-454-9066

The lease for the office is currently on a month-to-month basis, cancelable by either party with sixty days' written notice. Monthly rent is $7,850 payable in NuWay restricted stock valued at the current market price.

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ITEM 3. LEGAL PROCEEDINGS

The Company is party to various claims, legal actions and complaints arising in the ordinary course of business. In the opinion of management, no such matters will have a material adverse effect on the Company's financial position or results of operations.

During 2002, Ms. Geraldine Lyons, the Company's former Chief Financial Officer, sued the Company for breach of her employment contract. The lawsuit is venued in the Circuit Court of the 11th Judicial Circuit in Miami-Dade County in the state of Florida and was initiated by the filing of the complaint in June-2002. The principal parties in the case are Ms. Lyons, the Company, and the Company's former president Todd Sanders. The amount at issue in her affirmative claim is the sum of approximately $25,000 due under the contract, and the issuance of 100,000 shares of common stock, with a guarantee that the stock could be sold by Ms. Lyons for $300,000. Ms. Lyons alleges that additional funds are due under her employment contract; that the contract requires the Company guarantee that she can sell for $300,000 the 100,000 shares of stock the Company is required to issue her; and, that Mr. Sanders promised to purchase from her 100,000 shares of Company common stock held by her at the price of $4.00 per share. The Company has counter-sued Ms. Lyons for breach of fiduciary duty, fraud, violation of section 12(a)(2) of the 1933 Securities Act, violation of section 517.301 of the Florida Statutes, negligent misrepresentation, conversion, and unjust enrichment resulting from the required restatement of the Company's financial statements for the years ended December 31, 2000 and December 31, 1999. The restatements corrected the previous omission of certain material expenses related primarily to compensation expense arising from warrants issued and repriced stock options, as well as other errors. The case is ongoing at this time. The Company intends to vigorously defend its actions and pursue its affirmative claims to the fullest extent possible. Management does not expect that this case will have a material adverse effect on the Company's financial position.

In December 2002, the Company settled an outstanding lawsuit filed by Devenshire Management Corp., a company owned by NuWay's former president Todd Sanders. The settlement involved no payment of cash by the Company, and resolved all issues relating to the Company's obligation to remove restrictive legends from stock owned by Devenshire. As part of this settlement the Company agreed to defend, but not indemnify, Mr. Sanders in the Lyons lawsuit described immediately above.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

MARKET INFORMATION

From June 20, 1994 until October 30, 1998, the Company's Common Stock and Warrants were listed on the NASDAQ Stock Market under the symbol "LACI" and "LACIW", respectively. Beginning in October 31, 1998, the Company's Common Stock and Warrants were listed on the NASDAQ Small Cap Market. In August 2001, the Company changed the symbol of its Common Stock and Warrants to "NWAY" and "NWAYW" respectively. On November 22, 2002 the Company changed its symbol to "NMED" and "NMEDW".

The table below represents the quarterly high and low bid prices for the Company's Common Stock and Warrants for the last two fiscal years as reported by NASDAQ.

Common Stock High/Low Bid Prices:

---------- -------------- ----------------- -----------------
                           High Bid Price    Low Bid Price
---------- -------------- ----------------- -----------------
2002       4th Quarter         $0.60             $0.13
---------- -------------- ----------------- -----------------
           3rd Quarter         $1.00             $0.15
---------- -------------- ----------------- -----------------
           2nd Quarter         $1.66             $0.23
---------- -------------- ----------------- -----------------
           1st Quarter         $2.12             $1.25
---------- -------------- ----------------- -----------------
2001       4th Quarter         $2.99             $1.67
---------- -------------- ----------------- -----------------
           3rd Quarter         $3.28             $2.10
---------- -------------- ----------------- -----------------
           2nd Quarter         $3.15             $2.00
---------- -------------- ----------------- -----------------
           1st Quarter         $4.25             $2.00
---------- -------------- ----------------- -----------------

Warrants High/ Low Sales Prices:

---------- -------------- ----------------- -----------------
                          High Sales Price  Low Sales Price
---------- -------------- ----------------- -----------------
2002       4th Quarter          $.12              $.01
---------- -------------- ----------------- -----------------
           3rd Quarter          $.14              $.07
---------- -------------- ----------------- -----------------
           2nd Quarter          $.26              $.14
---------- -------------- ----------------- -----------------
           1st Quarter          $.40              $.25
---------- -------------- ----------------- -----------------
2001       4th Quarter         $0.58             $0.25
---------- -------------- ----------------- -----------------
           3rd Quarter         $0.85             $0.50
---------- -------------- ----------------- -----------------
           2nd Quarter         $1.03             $0.50
---------- -------------- ----------------- -----------------
           1st Quarter         $1.87             $0.56
---------- -------------- ----------------- -----------------

The closing price for the Company's common stock on May 22, 2003 was $0.181 per share.

The NASDAQ Stock Market suspended trading of the Company's securities as of March 11, 2002 pending discussion with the Company concerning the Company's restatement of its financial statements for the years ending December 31, 1999 and 2000. There is pending litigation against the Company's former Chief Financial Officer (Geraldine Lyons) regarding this restatement. (See Item III, Legal Proceedings). Trading was reinstated on April 18, 2002.

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HOLDERS OF COMMON EQUITY

There were 292 registered owners and approximately 1,285 beneficial owners of the Common Stock of the Company as of December 31, 2002.

At December 31, 2002, the Company had outstanding 300,000 private five year warrants to purchase common stock. These warrants allow for the holder to purchase shares of common stock at an exercise price of $1.75 per share through December 11, 2005. Also at December 31, 2002, the Company has outstanding 65,000 incentive stock options issued under its 1994 Incentive Stock Option Plan. The Company also has 100,000 warrants outstanding that were granted in 2002 to a former executive in connection with his resignation.

As of December 31, 2002, the Company had outstanding 1,725,000 publicly traded Warrants to purchase one share of the Company's Common Stock at an exercise price of $3.00 through December 11, 2002, which were extended to December 11, 2003 by the board of directors on October 13, 2002.

DIVIDENDS

During the years 2001 and 2002, the Company has not declared or paid a cash dividend to stockholders. The board of directors presently intends to retain any earnings to finance Company operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.

EQUITY SECURITIES SOLD WITHOUT REGISTRATION

The Company made the following sales of unregistered securities during the fiscal year ended December 31, 2002:

During the first and second quarters of 2002, the Company issued a total of 350,000 shares for consulting services to two individuals.

During the third quarter of 2002, the Company sold 1,000,000 shares of its common stock to one accredited investor for a total consideration of $250,000 ($0.25 per share).

During the third quarter of 2002, the Company entered into a license agreement with Med Wireless, Inc. where in exchange for a license, the Company issued 6,600,000 shares of its common stock.

During the third quarter of 2002, the Company issued 666,667 shares of its common stock in exchange for a marketing database from Genesis Health Tech, Inc.

During the fourth quarter the Company issued 43,682 shares of its common stock in exchange for lease space valued at $14,360.23.

The above offerings were made pursuant to Rule 506 of Regulation D by the fact that:

a. The sales were made to sophisticated or accredited investors, as defined in Rule 502;

b. The Company gave each purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the company possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;

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c. At a reasonable time prior to the sale of securities, the Company advised the purchasers of the limitations on resale in the manner contained in paragraph Rule 502(d)2 of this section;

d. Neither the Company nor any person acting on its behalf sold the securities by any form of general solicitation or general advertising; and

e. The Company exercised reasonable care to assure that the purchasers of the securities are not underwriters within the meaning of Section 2(11) of the Act in compliance with Rule 502(d).

On December 14, 2000, the Company issued and sold $3,500,000 Principal amount of Convertible Debentures to certain accredited investors. The Convertible Debentures are convertible into shares of Common Stock at a price of $1.75 per share and matured June 13, 2001. The Convertible Debentures were issued pursuant to the exemption from registration requirements of the Securities Act of 1933 provided by Section 4(2) of such Act and Rule 506 promulgated by the Securities and Exchange Commission under that Section. At December 31, 2002 $150,000 of the original $3,500,000 principal amount of debentures had not yet been converted or paid. The Company received a notice requesting conversion of the remaining $150,000 of debentures plus accrued interest in December 2002 and issued 96,006 shares of common stock in the first quarter of 2003. However, as of May 22, 2003 the individuals requesting the conversion have not taken possession of the shares and have indicated to the Company they now do not want to convert.

In December 2000 the Company issued private warrants to purchase 3,300,000 shares of common stock at an exercise price of $1.75 per share through December 11, 2005. These warrants were issued in connection with services rendered by several individuals (including the CFO and COO pursuant to employment agreements) and entities. In February 2002, the holders of 3,000,000 of the Company's private warrants (including Todd Sanders (CEO at the time) and William Bossung (CFO at the time)) agreed to terminate and cancel these warrants. At December 31, 2002, 300,000 of these warrants remained outstanding.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

INTRODUCTION AND FORWARD LOOKING STATEMENTS.

The following discussion and analyses should be read in conjunction with our audited consolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this report.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains "forward looking statements" within the meaning of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6 under the Securities Act of 1934, as amended, including statements regarding, among other items, the Company's business strategies, continued growth in the Company's markets, projections, and anticipated trends in the Company's business

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and the industry in which it operates. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company's control. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, among others, the following: reduced or lack of increase in demand for the Company's products, competitive pricing pressures, changes in the market price of ingredients used in the Company's products and the level of expenses incurred in the Company's operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained herein will in fact transpire or prove to be accurate. The Company disclaims any intent or obligation to update "forward looking statements."

OVERVIEW

This discussion compares the years ending December 31, 2002 and December 31, 2001. Due to the material change in NuWay's business focus, this discussion will not address the discontinued operations in the areas of oil and gas exploration, cigar distribution, and gaming equipment rentals which constituted the majority of the Company's operations during the year 2001 and the first half of the year 2002.

PLAN OF OPERATION

The Company had approximately $40,000 of cash on hand as of May 1, 2003, which is insufficient to meet operating expenses for any extended period, and is inadequate to satisfy the Company's cash requirements for more than 60 days. Management believes that the Company will be required to raise additional capital to sustain operations for the next twelve months and is actively reviewing proposals made by private investors and investment bankers. Management anticipates securing investor funds within the next 30 days. It is unlikely that the Company will be able to qualify for bank debt until such time as the Company is able to demonstrate sufficient financial strength to provide confidence for a lender.

Management plans on continually upgrading its PRLS software application through additional research and development, including tailoring its application to the specific needs of its clients as those needs are brought to the Company's attention. However, the primary development of the PRLS system has been completed.

Management believes it will be successful in selling its PRLS software application. The Company expects to secure agreements during the second and third quarters 2003. The Company's PRLS has only recently been introduced to the marketplace and generated approximately $40,000 in revenues during the first 60 days of it becoming market ready during the first quarter of 2003. PRLS is being used by very high profile NFL franchises and it is already being referred by its customers and prospects as the best of brand for its sports industry focus. The Company is marketing the PRLS to multiple sports leagues and is actively seeking additional vertical market opportunities.

Management anticipates that the Company will need to add additional staff over the next 12 months. While it has three full time employees as of May 22, 2003, the Company also relies on at least 12 consultants who work on behalf of the Company. The Company intends to add some of these consultants to its full time staff as employees and add additional staff members on an as needed basis. Based on its anticipated growth in revenues, the company expects to add possibly 20 full time employees before the end of the year.

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ANALYSIS OF FINANCIAL CONDITION

NuWay's balance sheet changed significantly during 2002, largely due to the Company's shift in business focus to medical technology and the corresponding disposal of all non-medical assets and operations. Since NuWay was focused on the implementation of its new business model during the latter half of 2002, it earned no revenues and thus received no cash from operations. Consequently, Cash and Cash Equivalents declined from $440,827 last year to $521 at December 31, 2002.

The reduction in Accounts Receivable, Net ($234,054), Inventory ($475,291) and Prepaid Expenses and Other Current Assets ($156,958) from 2001 to 2002 all relate to discontinued operations arising from the divestiture of all non-medical assets and operations in October 2002 and the Company's new focus on medical technology.

Accounts Receivable Long Term ($450,000), Deposits ($26,693), Notes Receivable - Officers and Affiliates ($440,000) and Other Assets ($6,374) on the December 31, 2001 balance sheet were all reduced to zero at December 31, 2002 due to the Company's divestiture of all non-medical assets and operations in October 2002.

Current Liabilities declined from $3,385,780 at December 31, 2001 to $2,401,579 at December 31, 2002. This was a decrease of $984,201, or 29%. The decrease is due to (i) a decline in Debentures Payable of $2,250,004 arising from the conversion by debenture holders of their debentures into equity; offset by (ii) an increase in Notes Payable of $1,120,000 which reflects the assumption by NuWay of a note payable to Summit Healthcare Inc. as part of the acquisition of a technology license from Med Wireless, Inc.; and, (iii) further offset by an increase in Accounts Payable and Accrued Expenses of $145,803, from $985,776 in 2001 to $1,131,579 at the end of 2002.

Total Stockholders' Equity grew by 64% to $1,972,786 at December 31, 2002. This increase is due to the issuance of shares of our common stock in the acquisition of the license agreement from Med Wireless, Inc., the acquisition of a marketing database from Genesis Health Tech, Inc., and the use of common stock to compensate consultants to our company, net of the effect of our 2002 net loss of $4,937,097.

RESULTS OF OPERATIONS - COMPARISON OF THE YEARS ENDED DECEMBER 31, 2002 AND 2001

Revenues

During 2001, total revenues (from continuing operations only) were $3,600, representing rental income earned by the Company. The Company had no revenues during from continuing operations 2002 as it was engaged in the development of new medical technology products. During the last half of 2002, the Company shifted its focus toward the information technology needs of the sports industry relating to player health. This change in focus led to the rapid development of the PRLS system, which began to generate revenues in the first quarter of 2003. Consequently, the results of our prior business line operations in gaming machine rental, oil and gas development and distribution of cigars were reclassified in our consolidated statements of operations as "discontinued

operations."

Selling, General and Administration Expense ("SG&A")

SG&A declined in 2002 by 17 percent to $2,157,289  from  $2,600,371 in 2001. The

largest components of these expenses were:

a. Salaries and Payroll-related Expenses: These expenses were $329,622 in 2002 versus $576,041 in the prior year, a decrease of $246,419 or 43 percent. This is consistent with the reduction in employment experienced by NuWay after its change in business focus and the

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divestiture of all operations other than the new medical technology business. At the end of 2002, NuWay employed 3 full time employees, while at December 31, 2001 NuWay employed 32 full-time employees. The principal reason for the decline in headcount from year to year is the change in business focus and the divestiture of non-medical operations during 2002.

b. Consulting Expense grew significantly in 2002, to $950,532 from $250,628 in 2001, an increase of 280 percent. This increase is directly related to new management's strategy of maintaining a very low permanent staffing level and supplementing that with consultants on a project-by-project basis. Further, the development of new products and technology related to NuWay's shift in business focus required additional staff in the areas of applications development, sales, marketing and administration. These positions were primarily staffed by independent contractors who were compensated with Company common stock.

c. Rent expense decreased by 50 percent from $192,543 in 2001 to $96,560 in 2002. This decrease is consistent with the reduced staffing levels as well as limited requirement for warehouse space.

d. Legal Expenses grew from $108,474 in 2001 to $302,088 in 2002, an increase of 178 percent. This growth is due to the high level of legal assistance required in 2002 for transactions such as (i) the acquisitions of the Genesis Healthcare database and the Med Wireless technology license, (ii) financing completed with Camden Holdings,
(iii) a major shift in the Company's core business strategy, (iv) a thorough change in management and (v) the need for stock issuances used in lieu of cash to acquire services.

e. Travel and Entertainment Expense declined by 82 percent in 2002 from $500,045 in 2001 to $90,293 in 2002. This decrease is due to a conscious effort on the part of new management to minimize these expenses as well as a reduced need for travel due to the divestiture of operations that were remotely located in places like Latin and South America and Canada.

Expenses Associated With Stock Issued for Services

Expenses associated with stock issued for services grew by 144% in 2002 over 2001, from $405,650 to $987,944. The primary reason for this increase was that NuWay's limited cash position in 2002 caused management to seek other means of compensating employees and contractors for services performed. The expenses recorded in 2002 related to payment for legal, consulting and other services. The fact that NuWay was focused on making the transition to a medical technology business meant that no cash was being received while the transition was occurring. Of the approximately $988,000 in expenses in 2002, approximately $500,000 was for legal services, $474,000 was for consultants in several different fields, and $14,000 related to payment of office rent.

Discontinued Operations

As discussed above and in the notes to our consolidated financial statements, we disposed of several operations through the sale of two foreign subsidiaries, Latin American Casinos and NuWay Resources effective October 1, 2002, and the cessation of the operations of our World's Best Rated Cigar Company subsidiary in November 2002. Due to the discontinuance of these operations, we have reclassified the historical operating results from these ventures for 2001 and the nine months ended September 30, 2002 and disclosed such below the results from our continuing operations in our consolidated statements of operations. These businesses generated losses from operations of $3,910,193 for the year ended December 31, 2001 and $600,986 through the nine months ended September 30, 2002. We also recorded a loss on sale and disposal of the net assets of these businesses of $2,847,431 in the fourth quarter of the year ended December 31, 2002.

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Net Loss

Net Loss for the year ended December 31, 2002 was $4,937,097 or $0.50 per share compared to a $6,652,433 loss or $1.56 per share for the year 2001.

Recent Accounting Pronouncements

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections." Statement No. 145 rescinds Statement No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. In addition, Statement No. 145 amends Statement No. 13 on leasing to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. Provisions of Statement No. 145 related to the rescission of Statement No. 4 are effective for financial statements issued by the Company after January 1, 2003. The provisions of the statement related to sale-leaseback transactions were effective for any transactions occurring after May 15, 2002. All other provisions of the statement were effective as of the end of the second quarter of 2002. The changes required by Statement No. 145 are not expected to have a material impact on the results of operations, financial position or liquidity of the Company.

In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires companies to recognize costs associated with the exit or disposal of activities as they are incurred rather than at the date a plan of disposal or commitment to exit is initiated. Types of costs covered by Statement No. 146 include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, facility closing, or other exit or disposal activity. Statement No. 146 will apply to all exit or disposal activities initiated after December 31, 2002. At this time, the Company does not expect the adoption of the provisions of Statement No. 146 to have a material impact on the Company's financial results.

In November 2002, the FASB issued Interpretation No. (Interpretation) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." Interpretation 45 requires certain guarantees to be recorded at fair value. In general, Interpretation 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying that is related to an asset, liability, or an equity security of the guaranteed party. The initial recognition and measurement provisions of Interpretation 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Interpretation 45 also requires new disclosures, even when the likelihood of making any payments under the guarantee is remote. These disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The changes required by Interpretation 45 are not expected to have a material impact on the results of operations, financial position or liquidity of the Company.

In January 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." Interpretation 46 addresses consolidation by business enterprises of variable interest entities which have one or both of the following characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) the direct or indirect ability to make decisions about the entity's activities through voting rights or similar rights,

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(b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities, or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for the risk of absorbing expected losses. Interpretation 46 does not require consolidation by transferors to qualifying special purpose entities. Interpretation 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company is currently assessing the impact of Interpretation 46.

In June 2001, the FASB issued Statement No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. Statement No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying value of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As required, the Company adopted the provisions of Statement No. 143 for the quarter ended March 31, 2003. Management does not believe adoption of this standard will have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased by $440,302 to $521 at December 31, 2002, reflecting the fact that the Company disposed of its operating entities on October 1, 2002 and had earlier begun a major change in strategy towards medical technology. As a result, NuWay had no revenues in 2002 and was forced to consume cash on hand to fund its new operations. Due to our limited liquid resources, among other things, our auditors have included an explanatory paragraph in this report which expresses substantial doubt about our ability to continue as a going concern.

At December 31, 2002, management believes the Company had no debt obligations requiring future cash commitments other than as follows: Significant debts at December 31, 2002 included $150,000 of convertible debentures, and a $1,120,000 note payable which was purchased in March of 2003 by New Millennium Capital Partners, LLC, an entity controlled by NuWay's president. On March 26, 2003, the Board voted to convert the note into equity of the Company at a 37.5% discount to the current market rate. Prior to issuing the shares, and after receiving a NASDAQ staff determination letter indicating that issuing the shares without shareholder approval violated certain Nasdaq Marketplace Rules, the Board modified its resolution to condition the conversion of the note into equity on shareholder approval at the next shareholder meeting (scheduled to take place in the third quarter of 2003). As we have had, and continue to have, limited cash resources, we have engaged consultants to assist our company who are compensated in shares of Company common stock. These agreements can generally be terminated with fifteen-day notice.

Included in our aggregate accounts payable and accrued expenses of $1,131,579, is approximately $210,000 of disputed invoices that we have received from various law firms and other parties. Management expects to reach settlements

25

with these vendors for less than the recorded amounts based on dissatisfaction with services provided and/or services provided that were outside the scope of services contracted. There can be no assurance that we will be successful in reaching any settlements in this regard.

The Company raised capital of $259,661 from January 1, 2003 to April 21, 2003 from the sale of an aggregate of 519,322 shares of convertible preferred stock and warrants. The Company had a cash balance of approximately $40,000 as of May 1, 2003, which is insufficient to meet operating expenses for any extended period. Management believes that the Company will be required to raise additional capital to sustain operations for the next twelve months and is actively reviewing a number of proposals being made to the Company by private investors and investment bankers. It is unlikely that the Company will be able to qualify for bank debt until such time as the Company is able to demonstrate the financial strength to provide confidence for a lender.

From January 1, 2003 through May 12, 2003, the Company issued a total of 14,273,419 shares of common stock to officers and consultants for services performed. Of this total 12,464,913 have been registered under a stock compensation plan as filed on Form S-8, while the balance, 1,808,506 shares were unregistered and are restricted in trading. Of the total issued in 2003 to date, 2,743,590 relate to services performed in 2002 and 11,529,829 relate to 2003. The effect of the majority of shares issued for 2002 services in 2003 was accrued in the Company's financial statements for the year ending December 31, 2002. Not included in the number of shares issued are 3,000,000 shares issued to the Company's president, Dennis Calvert which have been returned to the Company pending shareholder approval at the annual meeting of shareholders expected to be held in the third quarter of 2003.

EFFECTS OF TRANSACTIONS WITH RELATED PARTIES

The Company has entered into a number of transactions that could be viewed as related party transactions per SEC release 33-8056, 34-45321 and FR-61. The following discusses the effects of these transactions to the extent necessary for an understanding of the Company's current and prospective financial condition and operating results. These transactions are:

FINANCING AGREEMENT WITH CAMDEN HOLDINGS

During June 2002, the Company entered into a financing agreement with Camden Holdings, Inc., a diversified holding company with interests in many industries including the healthcare industry. The Company received $250,000 in exchange for 1,000,000 shares of its restricted common stock ($0.25 per share). Stockholder consent was not required for the agreement. The share price was determined by the trading price of the stock during the few days leading up to the consummation of the transaction (June 27, 2002), which was a range of $0.24 to $0.30 per share. At the time of the transaction, Camden Holdings, Inc. owned no shares in the Company. After the effect of the Med Wireless, Inc. and Genesis Health Tech, Inc. transactions described below, Camden Holdings owned approximately 1,017,548 shares in addition to the 1,000,000 shares received from the $250,000 investment.

This transaction was instrumental in meeting the cash needs of the Company during 2002, but has no ongoing effect on liquidity or capital resources. There are no ongoing contractual or other commitments as a result of this transaction.

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GENESIS HEALTH TECH, INC.

On June 28, 2002, the Company purchased certain assets from Genesis Health Tech, Inc. ("Genesis"), a wholly owned subsidiary of Camden Holdings. These assets included a database compiled over a 24-month period of healthcare providers in the United States. The business purpose of the transaction was to provide the Company a valuable tool to market its Ultrasound program as well as for marketing any products and services applicable to the medical provider market. The Company also recognized potential value in is ability to manage, maintain, update and then re-sell the database should the business opportunity become commercially attractive. The total purchase price was satisfied by the issuance of 666,667 restricted shares of NuWay restricted common stock (at a price of $0.45 per share). The book value of the asset is $255,000, which reflects a 15% discount attributed as a result of the restrictions on the issued stock. The transaction received the consent of a majority of NuWay's stockholders, as well as its board of directors. As detailed in the Form 14C filed on September 23, 2002, stockholders owning 3,930,183 shares of the 7,761,353 total shares of common stock then outstanding, consented to the transaction. Camden Holdings was the holder of 1,000,000 shares of common stock at the time of the transaction as a result of the Financing Agreement described immediately above.

There are no ongoing contractual or other commitments as a result of this transaction.

MED WIRELESS, INC.

By way of an agreement dated July 16, 2002 and amended August 21, 2002, the Company acquired a 15-year, fully paid license to certain technology from Med Wireless, Inc. As detailed in the Company's prior filings, pursuant to this license agreement (i) the Company would license from Med Wireless all of its rights and interest in certain software applications relating to the movement of medical images and data over the Internet and via handheld wireless devices as well as customer lists; (ii) Med Wireless would assign its customers and distribution agreements related to the licensed intellectual property to the Company; and (iii) the Company would assume $1,120,000 of outstanding debt. In return, NuWay would issue to the Med Wireless shareholders 6,600,000 shares of NuWay's restricted common stock. When effectuated, the Med Wireless Agreement resulted in Med Wireless shareholders owning approximately 44 percent of the Company's outstanding shares. Camden Holdings, Inc. owned 1,000,000 shares (12.9%) of the Company at the time this transaction was approved by the shareholders, and also held a minority interest in Med Wireless equal to 5.36%. In addition, Summit Healthcare, Inc., which shares a common president with Camden Holdings, Inc., also owned an interest in Med Wireless equal to 37.96%. Both Camden Holdings and Summit Healthcare received stock in the Company as a result of this transaction. In addition, the Company's president, Dennis Calvert, indirectly owns approximately 9.9% of the shares of Med Wireless, and received 600,000 shares of the Company as a result of the transaction. Shareholders of the Company owning 3,930,183 shares of the 7,761,353 shares then outstanding consented to the transaction with Med Wireless. In addition, the board of directors approved the transaction.

The business purpose of this transaction was to allow the Company to proceed in a new direction - the medical technology field - and was coincident with the Company's name change and change in management. As a direct result of this transaction, the Company was able to customize the software application licensed and market that product to the National Football League.

27

The following factors were considered by the board of directors during its negotiations a.) the estimated cost of developing the product by Med Wireless as represented the Med Wireless team b.) the unique nature of its technology, c.) the relative value of business opportunities that management believed could be pursued with its technology platform,
d.) the offers, comparables and general business opportunities that had been presented to Med Wireless over its brief history e.) and the need to redirect the Company's operating efforts.

There are no ongoing contractual or other commitments as a result of this transaction.

SALE OF OIL OPERATIONS

Since July 2001, the Company directed part of its efforts to oil and gas exploration and development in Canada. The Company (through its wholly owned subsidiary NuWay Resources, Ltd., a Nevada corporation) purchased a 30 percent working interest in the Superb area of Saskatchewan, Canada and a 20 percent working interest in the Altares Gas project in Northeast British Columbia. The subsidiary's ownership interests in the oil fields were characterized as "minority" ownership working interests. This classification meant that the future development and capital expenditures, costs and losses would be directed by the controlling owners, (who were parties unaffiliated with the Company) but that all owners would share costs on a pro-rata basis.

While these properties had proven reserves of oil and natural gas, management found the extraction and processing of the natural reserves had become too difficult and too costly to continue. Neither project had generated positive cash flow to NuWay after considering the cost of development and administrative and management expenses. Further, neither project had any expectation of generating positive cash flow to the Company for the foreseeable future, and as a working interest owner, the Company would be liable for the cost of continued development, maintenance and re-drilling efforts. The managing owners of the properties have significant ownership interests in other oil and gas projects and they had communicated to management their intent to invest their resources in other projects, rather than focus on these properties.

NuWay entered into an agreement on December 15, 2002 with Summit Oil and Gas, Inc. to sell the stock of NuWay Resources, Ltd. for $100,000 less outstanding liabilities. The Company realized no cash from the sale of these operating units, but was able to contractually insure that it would not retain any liabilities beyond October 1, 2002. In conjunction with the sale of these operations, NuWay recorded a loss of $1,290,948 during the fourth quarter of 2002. The transaction price was determined as a result of the Company receiving no viable suitors, bidders or offers for the assets. In light of the rapidly increasing liabilities and the carrying, management and auditing costs associated with maintaining an unprofitable asset, the stock was sold. The business purpose was to stop the negative cash flow, stop the contingent losses, and the removal of the burden to management relative to the investment.

The president of Summit Oil and Gas, Inc. is Mark Anderson. Mr. Anderson is also president of Camden Holdings, Inc., and Summit Healthcare, Inc., both shareholders of the Company at the time. A shareholder vote was not held in relation to this transaction. Additionally, Mr. Anderson served as a consultant to the Company and received 1,241,884 shares of stock pursuant to the Company's 2002 Consultant Equity Plan.

This transaction was instrumental in stopping the drain on cash of the Company during 2002, and has an ongoing effect on liquidity or capital resources in the future as a result of limiting the liabilities and therefore cash drain associated with those assets going forward. There are no ongoing contractual or other commitments as a result of this transaction.

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SALE OF CASINO OPERATIONS

Effective October 1, 2002, the Company sold the stock of its wholly owned casino rental subsidiaries (Latin American Casinos del Peru S.A., and Latin American Casinos of Colombia, LTDA) to Casino Ventures Partners, a Nevada Partnership. The purchase price for the stock was $300,000 less all outstanding liabilities of the two subsidiaries. The transaction price was determined as a result of the Company receiving no viable suitors, bidders or offers for the assets. In light of the rapidly increasing liabilities and the carrying, management and auditing costs of an unprofitable assets, the stock was sold. Business purpose was to stop the negative cash flow, stop the contingent losses, and the removal of the burden to management the investment. As the offsetting liabilities exceeded the purchase price and the Company received no funds. The Company recorded a loss from operations through September 30, 2002 of $147,247 and a loss of $1,376,733 on disposal.

Mark Anderson signed the agreement between the Company and Casino Ventures Partners, indicating he is a partner of Casino Ventures Partners. Mr. Anderson is also president of Camden Holdings, Inc., and Summit Healthcare, Inc., both shareholders of the Company. Additionally, Mr. Anderson served as a consultant to the Company and received shares of stock pursuant to the Company's 2002 Consultant Equity Plan.

This transaction was instrumental in stopping the drain on cash of the Company during 2002, and has an ongoing effect on liquidity or capital resources in the future as a result of limiting the liabilities and therefore cash drain associated with those assets going forward. There are no ongoing contractual or other commitments as a result of this transaction.

NEW MILLENNIUM CAPITAL PARTNERS, LLC PURCHASE OF STOCK AND NOTE FROM CAMDEN HOLDINGS, INC., SUMMIT HEALTHCARE, INC., AND SUMMITT VENTURES, INC.

New Millennium Capital Partners, LLC, a Nevada limited liability company controlled by Company president Dennis Calvert, purchased a $1,120,000 promissory note held by Summitt Ventures (see detail below), and also purchased an aggregate of 4,182,107 shares of the Company's common stock from Camden Holdings and Summit Healthcare, Inc. in exchange for $900,000, payable in the form of a promissory note. The share certificates representing these shares were delivered to Mr. Calvert on April 9, 2003. This note is secured by the shares of common stock of the Company sold in the transaction and is further secured by common stock of the Company held by Mr. Calvert. Mark Anderson, president of Camden Holdings, Summit Healthcare, and Summitt Ventures, conditioned the purchase by New Millennium on the Company converting the promissory note to common stock. The conversion of the note held by New Millennium is a matter to be brought before the shareholders at the next shareholder meeting scheduled for the third quarter 2003.

CONVERSION OF $1,120,000 NOTE TO STOCK

On March 26, 2003, the Company's board of directors voted to convert a promissory note owed by the Company in the face amount of $1,120,000 held by New Millennium Capital Partners, LLC, a Nevada limited liability company controlled by the Company's president Dennis Calvert, into common stock of the Company at a 37.5% discount to market price. New Millennium consented to the conversion.

The business purpose of this transaction was to retire $1,120,000 in debt owed by the Company with the effect increasing shareholder equity

29

by that amount. The board of directors determined that a discount to market price was appropriate given that (i) given the quantity of the shares issued, a block of shares that size could not be liquidated without affecting the market price of the shares, and (ii) the shares would be labeled with a restrictive legend requiring fulfillment of Rule 144 prior to sale on the open market, thus precluding their sale prior to one year from the date of the transaction. The board of directors at the time determined that a 37.5% discount was appropriate.

The board of directors has modified its resolution converting the shares and made the conversion conditional upon receiving shareholder approval of the conversion at the Company's next shareholder meeting per Nasdaq Marketplace rules. New Millennium has agreed to extend the terms of the note 90 days, from June 15, 2003 to September 15, 2003, to allow sufficient time to obtain a shareholder vote. Management anticipates that the Company will hold its annual shareholder meeting in July or August 2003.

CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission ("SEC") recently issued Financial Reporting release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" (FRR 60"), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company's most critical accounting policies include: non-cash transactions and compensation valuations that affect the total expenses reported in the current period and/or values of assets received in exchange. Additionally, Management believes that the accounting policies relating to Revenue Recognition, although not critical for fiscal year 2002, will become critical for fiscal year 2003 as revenues grow. The Company plans to recognize revenue from its new medical technology business in accordance with SEC Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements." For hardware sales, revenue will be recognized upon shipment to customers. Revenue from the licensing of software products will be recognized on shipment to and acceptance by customers, and over the applicable license period. Revenue from software maintenance agreements will be recognized ratably over the term of the agreement. Annual software maintenance charges and upgrade fees will be recognized ratably over the period covered.

The Company has established a policy relative to the methodology to determine the value assigned to each intangible acquired with or licensed by the Company, with non cash consideration, shall be based on the market price of the Company's common stock issued as consideration, at the date of agreement of each transaction, as adjusted for applicable discounts.

The intangible assets will first be amortized when the product is available for general release to customers, which occurred during the first quarter of 2003. The annual amortization for the marketing database and the license agreement will be recorded using the straight-line method over the estimated economic life of the respective asset, initially estimated at 5 years for both intangible assets. Should the economic life in the future be determined to be less than initially expected the estimated life and resulting amortization will be adjusted prospectively.

The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results the Company reports in its financial statements.

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ITEM 7. FINANCIAL STATEMENTS.

Our consolidated financial statements as of and for the years ended December 31, 2002 and 2001 are presented in a separate section of this report following Item 14 and begin with the index on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

As disclosed in our Form 8-K filed on April 7, 2003 and amended on April 10, 2003, we dismissed Shubitz Rosenbloom & Co., PA ("Shubitz") as our principal accounting firm as of March 31, 2003 and we engaged Haskell & White LLP ("H&W") as our principal accounting firm. H&W was engaged to audit our consolidated financial statements for the year ended December 31, 2002. The decision to change auditors was approved by our board of directors.

In connection with the audits of the two years ended December 31, 2001, and during the subsequent period through March 31, 2003, there were no disagreements with Shubitz on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Shubitz, would have caused them to make reference to the subject matter of the disagreement in connection with its opinion.

Previously, in November 2001, we filed a Form 8-K indicating that Shubitz had resigned as our principal accountants. It was anticipated that Shubitz' role would change from being our auditor to assisting with the preparation of financial statements of certain of our subsidiaries to assist the successor auditor. However, in March 2002, having not engaged another principal accountant, we filed another Form 8-K to announce that we had re-engaged Shubitz as our principal accountant to audit our financial statements for the year ended December 31, 2001. Shubitz did not prepare any financial statements for our company during the intervening period and maintained the required independence from our company.

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS.

The names, ages, and respective positions of the directors and executive officers of the Company are set forth below. The Directors named below will serve until the next annual meeting of the Company's stockholders or until their successors are duly elected and have qualified. Directors are elected for a one-year term at the annual stockholders' meeting. Officers will hold their positions at the will of the board of directors, absent any employment agreement, of which two currently exist and none additional are contemplated. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs.

DENNIS CALVERT, President, Chief Executive Officer, Chairman of the Board, Interim Chief Financial Officer

Dennis Calvert, age 40, has an extensive entrepreneurial background as an operator, investor and consultant. From June 2002 to September 2002 he served as president of Med Wireless, Inc. In 1998 he was a founder, president and board member of Utelecom Communications, Inc. where he led the acquisition of four companies and secured a line of credit for $7.5 million dollars. He remains an owner and board member of that firm. He was an investor and served as a manager of Beep for Free.com,

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LLC beginning in the year 2000, a consumer products and technology related company. Mr. Calvert was a founder and chairman of ZZYZX Technologies, Inc., a company that designed and produced high tech equipment. ZZYZX was sold in 2001. From 1990 to 1996 Calvert served as head of mergers and acquisitions for Medical Asset Management, Inc., a company that acquired and managed medical-related businesses. During his tenure he participated in more than 50 acquisitions and served in numerous positions with the Company. Prior, he was a founder and officer of a medical recruiting and consulting firm named Merritt Hawkins and Associates from 1987 to 1990. Earlier, he was a top producing sales associate for a leading physician recruitment firm, Jackson and Coker, Inc. and served as a sales associate for Diamond Shamrock, Inc. from 1985 to 1986.

Mr. Calvert holds a BA degree in Economics from Wake Forest University, where he was a varsity basketball player on full scholarship. Mr. Calvert also studied at Columbia University and Harding University. He was an honor student in high school with numerous leadership awards. He is also an Eagle Scout.

Dennis Calvert was appointed to the board of directors on June 28, 2002, assumed the role of president and CEO on June 28, 2002, and served as interim Corporate Secretary from September 12, 2002 until March 1, 2003, and Interim CFO beginning March 2003 to present.

JOSEPH PROVENZANO, Director / Secretary

Joseph Provenzano, age 34, heads the Investor Relations effort and manages the mergers and acquisitions function for NuWay. He began his corporate career in 1988 as a Personnel Manager and Recruiter for First American Travel, a marketing company in Southern California. He then entered into an entry-level Technician position within the Commercial and Residential security industry. He left the industry as a General Manager in the mid 1990's to apply his marketing and sales training to the logistics industry. He was then employed by two major Southern California moving and storage companies as head of Marketing. He formed his own marketing company called Pre-Move Marketing Services (PMSA), offering advertising and direct marketing products for the moving and storage industry, in 1996. He joined Camden Holdings, Inc., an investment holding company to manage their mergers and acquisitions department, in mid 2001, and participated in more than 50 corporate mergers and acquisitions. He was employed there until March 2003, at which time he became employed full time by the Company. Mr. Provenzano has participated in organized rodeo and motocross competitions.

Mr. Provenzano was appointed to the board of directors on June 28, 2002 and assumed the role of Corporate Secretary on March 26, 2003.

STEVEN V. HARRISON II, Director; Chairman, Audit Committee and Compensation Committee

Steven V. Harrison, II, age 44, is the president of Empact, Inc. a consumer products based marketing company. From 1997 to 2001, he was the founder, president and CEO of In Touch Communications, Inc., a Competitive Local Exchange Carrier (CLEC), providing residential and business telephone services within the state of California, with annual revenue of more than $15 million. During 2001and 2002 he was an investor in a number of healthcare and consumer products based companies including Beep for Free.com LLC. From 1991 to 1997, Mr. Harrison was Chief Executive Officer of Resource Medical Group, Inc., providing management consultancy services to the healthcare industry assisting hospitals, Health Maintenance Organizations, clinics, and practice management firms with medical staff planning and contracting issues, feasibility studies and physician recruitment and retention.

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Mr. Harrison also played Division I football at Appalachian State University.

GARY COX, Director Elect, member of Audit Committee

Mr. Gary A. Cox was elected to the board of directors on May 9, 2003, subject to the completion of a standard background check. He was also appointed to the Audit Committee. Mr. Cox has more than 10 years in the healthcare field as consultant to hospitals and medical groups. He started his own firm in 1995 named Resource Medical International and is still active in that business. He served for more than 10 years with UK firms in sales and marketing positions prior to beginning his healthcare career. He holds a technical degree in engineering from Leicester University in England. He was also a competitive athlete and played for a number of professional soccer (football) clubs in England in his early career.

PRIOR OFFICERS/DIRECTORS

On June 28, 2002, Todd Sanders resigned as president, and Dennis Calvert was appointed president. Also on June 28, 2002, directors Jose Caballero and Dennis R. Barry resigned.. On September 12, 2002 Todd Sanders, William Bossung and Michael Iscove resigned from the board of directors. Mr. Bossung also resigned as chief operating officer and secretary of the Company.

On October 9, 2002, the Company announced that Dr. James Seay was scheduled to join the Board on November 1, 2002. Because the Company's Director's and Officer's liability insurance lapsed prior to his joining the Board, Dr. Seay did not accept his appointment. He did agree, however, to join the advisory board, and has recently expressed renewed interest in become a full Board member. The Company has applications to obtain Director's and Officer's insurance. Once that is obtained, the Board will consider appointing Dr. Seay to the Board.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company established a Compensation Committee of the board of directors, which reviews the compensation for all officers and directors and affiliates of the Company. The Committee also administers the Company's stock option plan. Mr. Harrison is Chairman of the Compensation Committee and Mr. Cox serves on the Compensation Committee.

The Company established an Audit Committee of the board of directors that meets with management and the Company's independent public accountants to review the adequacy of internal controls and other financial reporting matters. Mr. Harrison is Chairman of the Audit committee. Mr. Cox also serves on the audit committee.

The Board has determined that each of Messrs. Harrison and Cox are independent as defined under NASDAQ Marketplace rules. NASDAQ staff indicated in a May 7, 2003 staff determination letter that it questioned whether Mr. Harrison was independent, and discussed those issues with the Company at the May 16, 2003 hearing. Mr. Harrison has no other business dealings or agreements with the Company or its Officers or Directors other than in his role as Board Member and Committee Member as described in this filing document.

ADVISORY BOARD MEMBERS

The board of directors of the Company has established a Board of Advisors (the "Advisory Board") to assist the Company in the development and implementation of its long-term strategy and goals. The Advisory Board holds no title or authority over the Company or its management. They each serve in an advisory capacity only. Members include:

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JAMES L. SEAY, DDS, is a licensed practicing dentist located in Memphis Tennessee. He joined the Board in October of 2002. His Professional Affiliations include American Dental Association and the Christian Medical/Dental Association. Dr. Seay holds a University Appointment with the University of Tennessee Dental College. Dr. Seay brings a wealth of knowledge and information regarding the dental care industry and the health and management of athletes in competitive sports. In addition, he was an accomplished basketball coach with more than 20 years experience, leading a number of Amateur Athletic Association, (AAU) teams to State Championships (7 times), Regional Championships (3 times), including winning the National Championships at the AAU tournament in 1980 and 1984. He coached at the University of Southern Mississippi from 1982 to 1984 prior to embarking on his profession in dentistry. He also had extensive post-graduate studies in exercise physiology. Dr. Seay has agreed to join the Board of the Company upon such time as the Company secures Directors and Officers Insurance, which is in process.

JOHN RUNYAN joined the Advisory Board in October of 2002. He had 38 years with Fleming Companies, during which time the Company grew from $300 million to $17 billion in annual revenue. Mr. Runyan retired as a Senior Executive Officer to head up JSR&R Company with primary emphasis in the United States and International Food Business. Mr. Runyan was also appointed Senior Advisor to the Chairman and CEO, IGA, Inc., a supermarket network with worldwide sales over $21 billion annually. Additionally, he serves on the board of Madison Park REIT, Nietech Corporation, Blast Cat Equipment Co., and S4R Managed Services, where he also serves as Chairman.

KEVIN WOELFLEIN joined the Advisory Board in October of 2002. He is an experienced financial executive with more than 25 years of domestic and international banking experience in top-level positions. Mr. Woelflein was the founding Vice President and General Manager of The First National Bank of Chicago branch in Tokyo. First Chicago appointed him to found the Arab American Bank in New York, where he served as president and Chief Executive Officer. He was also President of American Security Bank in Washington, D.C., and president of The Massachusetts Company, a Boston-based specialty bank and a subsidiary of Travelers Corporation. Mr. Woelflein has had overall responsibility for managing bank investment portfolios, as large as $500 million, as a banker, and has been a principal broker helping banks manage large portfolios. Subsequent to this position, he served as Chairman of the Board of Connecticut Bancorp. He currently holds a Series 7 securities license. He is president of U.S. Capital Investments Company, a bank advisory firm.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, certain officers and persons holding 10 percent or more of the Company's common stock to file reports regarding their ownership and regarding their acquisitions and dispositions of the Company's common stock with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To our knowledge, based solely upon review of Forms 3, 4, and 5 (and amendments thereto) and written representations provided to the Company by executive officers, directors and shareholders beneficially owning 10 percent or greater

34

of the outstanding shares, the Company believes that such persons filed pursuant to the requirements of the Securities and Exchange Commission on a timely basis, other than: (i) one late report filed by Mr. Calvert, (ii) one late report filed by Mr. Provenzano, (iii) the failure of Camden Holdings, Inc. to file a report,
(iv) the failure of Summit Healthcare, Inc. to file a report, (v) one late report filed by Augustine Fund LP containing three transactions, (vi) two late reports filed by Todd Sanders (the Company's president at the time), each containing one transaction, and (vii) one late report filed by William C. Bossung (a member of the Company's board of directors at the time) containing one transaction.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the cash compensation paid by the Company to executive officers that received compensation in excess of $100,000 (the "Named Executive Officers") during 2001 and 2002:

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                                                                                  Long-term compensation
---------------------------------------------------------------------------------------------------------------------------------
                                            Annual Compensation                     Awards              Payouts
---------------------------------------------------------------------------------------------------------------------------------

    Name and          Year             Salary ($)           Other annual   Restricted    Securities   LTIP payouts   All other
   principal         (b)                 (c)               compensation  stock awards     under-         ($)       compensation
   position                                                    ($)           ($)          lying          (h)           ($)
   (a)                                                         (e)           (f)         options/
                                                                                           SARs                        (i)
                                                                                           (#)
                                                                                           (g)
---------------------------------------------------------------------------------------------------------------------------------
   Dennis Calvert,   2002  (1)          14,000               -        -    4,000,000             -                            -
   Chief Executive                                                            (5)
   Officer
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   Todd Sanders,     2002  (2)        94,000
   Chief Executive   2001                                    -        -                 750,000 (3)
   Officer           2000                                    -        -  100,000 (3)                            -             -

---------------------------------------------------------------------------------------------------------------------------------
   William           2002  (2)        104,000                                                                   -             -
   Bossung,          2001                                                              750,000 (4)              -             -
   Chief Operating   2000  (4)                               -        -   100,000 (4)                           -             -
   Officer
---------------------------------------------------------------------------------------------------------------------------------
   Joseph            2002 (6)
   Provenzano,
   Director,
   Secretary
---------------------------------------------------------------------------------------------------------------------------------

(1) Became Chief Executive Officer in June 2002.
(2) Including offset of loansfrom the Company.
(3) Became Chief Executive Officer in October 2000. Pursuant to an employment arrangement the Company issued Mr. Sanders 100,000 shares of Common Stock and warrants to purchase 750,000 shares of Common Stock for $1.75 per share. The warrants were subsequently cancelled in February 2002.
(4) Became Chief Operating Officer in October 2000. Pursuant to an employment arrangement the Company issued Mr. Bossung 100,000 shares of Common Stock and warrants to purchase 750,000 shares of Common Stock for $1.75 per share.

35

(5) Mr. Calvert was issued 1,000,000 shares on January 9, 2003, and subsequently returned the shares to the Company. He was also issued 3,000,000 shares on March 18, 2003, and subsequently returned the shares to the Company.

(6) Mr. Provenzano was appointed to the Board on June 28, 2002.

EMPLOYMENT CONTRACTS

The Company entered into employment agreements with Mr. Calvert in December 2002 and Mr. Provenzano in March 2003. Those agreements provide for a base annual salary of $168,000 for Mr. Calvert and $130,800 for Mr. Provenzano with bonus payments and certain other benefits.

Mr. Calvert's Agreement calls for him to be employed for five years at an annual salary of $168,000 that he work with the Company on a full time basis, that the office be located in Laguna Hills, California, that he receive annual increases of 10% of his base income, that bonuses will be payable based on the greater of a performance scale established by the Compensation Committee, assigned by the board of directors, or 3% of the annual increase in market capitalization value. The compensation plan includes benefits of a car allowance, insurance and a standard vacation package. The agreement has certain minimum performance standards and calls for a severance package equal to one year's base compensation, plus an additional one half year's compensation for each year of service beginning in 2003. Standard confidentiality, company ownership rights to property and assets and arbitration clauses are included in the agreement.

Mr. Provenzano's Agreement calls for him to be employed for five years at an annual salary of $130,800 that he work with the Company on a full time basis, that the office be located in Laguna Hills, California, that he receive annual increases of 5% of his base income, that bonuses will be payable based on the greater of a performance scale established by the Compensation Committee, assigned by the board of directors, or 1.5% of the annual increase in market capitalization value. The compensation plan includes those benefits of car allowance and insurance benefits and a standard vacation package. The agreement has certain minimum performance standards and calls for a severance package equal to one year's base compensation, plus an additional one half year's compensation for each year of service beginning in 2003. Standard confidentiality, company ownership rights to property and assets and arbitration clauses are included in the agreement.

OPTIONS GRANTED DURING LAST FISCAL YEAR

In August 2002, the Company issued warrants to purchase 100,000 shares of common stock at $0.30 per share through February 23, 2004 to a former executive in connection with his resignation from the Company. The Company recorded compensation expense of $25,000 based on the difference between the exercise price and the market price at the date of issuance.

36

EQUITY COMPENSATION PLANS
       ------------------------------ ----------------------- ------------------------- -----------------------
                                               (A) (B) (C)
         ------------------------------ ----------------------- ------------------------- -----------------------
       Plan Category                   Number of securities     Weighted average of      Number of securities
                                        to be issued upon        exercise price of       remaining available
                                           exercise of          outstanding options,     for future issuance
                                       outstanding options,     warrants and rights          under equity
                                       warrants and rights                                compensation plans
                                                                                        (excluding securities
                                                                                         reflected in column
                                                                                                 (a))
        ------------------------------ ----------------------- ------------------------- -----------------------
       Equity compensation plans              65,000                   $ 1.75                    -0-
       approved by security holders
        ------------------------------ ----------------------- ------------------------- -----------------------
       Equity compensation plans           400,000 (1)                  1.39                  5,484,062
       not approved by security
       holders
        ------------------------------ ----------------------- ------------------------- -----------------------
       Total                                 465,000                                          5,484,062
       ------------------------------ ----------------------- ------------------------- -----------------------

(1) 100,000 warrants were issued in 2002 at a strike price of $0.30; 300,000 warrants were issued prior to 2002 at a strike price of $1.75.

1994 STOCK OPTION PLAN

In June 1994, the board of directors adopted the 1994 Stock Option Plan (the "Plan"). The maximum number of shares available for issuance under the Plan is 1,500,000 shares. The Plan terminates on June 13, 2004. The Plan is designed to provide additional incentives for directors and officers and other key employees of the Company, to promote the success of the business and to enhance the Company's ability to attract and retain the services of qualified persons. The board of directors administers the Plan. The Plan authorizes the board of directors to grant key employees selected by it, incentive stock options and non-qualified stock options. The exercise price of shares of Common Stock subject to options qualifying as incentive stock options must not be less than the fair market value of the Common Stock on the date of the grant. The exercise price of incentive options granted under the Plan to any participant who owns stock equal to more than 10% of the total combined voting power of all classes of outstanding stock of the Company must be at least equal to 100% of the fair market value on the date of grant. Fair market value has been determined to be the closing price for the Company's common stock reported by NASDAQ on the date of option grant.

The board of directors may amend the Plan at any time but may not, without shareholder approval, adopt any amendment, which would materially increase the benefits accruing to participants, or materially modify the eligibility requirements. The Company also may not, without shareholder approval, adopt any amendment, which would increase the maximum number of shares, which may be issued under the Plan, unless the increase results from a stock dividend, stock split or other change in the capital stock of the Company. In March 1999, the board of directors authorized an amendment to the Plan increasing the number of shares to be issued thereunder from 1,000,000 to 1,500,000. This amendment was submitted for shareholder approval at the 1998 Annual Meeting and was approved. At December 31, 2002, a total of 65,000 options remain outstanding and fully vested as follows:

                                             Number of Shares         Price Per Share
                                            ------------------    ----------------------

Options Outstanding at January 1, 2001                237,500             $1.00 - $1.75
Options Outstanding at December 31, 2001              237,500             $1.00 - $1.75
Options Expired                                     (172,500)                     $1.00
                                            ------------------
Options Outstanding at December 31, 2002           65,000                 $1.00 - $1.75
                                            ==================

2002 CONSULTANT EQUITY PLAN

In August of 2002, the board approved the formation of the 2002 Consultant Equity Plan designed to allow consultants to be compensated with shares of

37

Company common stock for services provided to the Company. A total of 1,500,000 shares were registered under this plan in a Form S-8 filing made by the Company on August 8, 2002. This plan was amended by the Board in December 2002. A total of 3,500,000 additional shares were registered under this plan in a Form S-8 filing made by the Company on December 27, 2002. Approval of this plan was not submitted to the vote of the shareholders. Persons eligible to receive stock awards under this plan included "consultants" that provide bona fide consulting services to the Company, excluding any services incident to the raising of capital or promotion or maintenance of a market for the Company's securities. The plan is set to expire 10 years from its inception. The plan is administered by a plan committee of two or more members of the Board. The plan committee can award shares or options to purchase shares at a price in its discretion, so long as the price chosen is not less than 85% of the fair market value of the underlying shares as of the date of the grant.

From August 2002 through February 2003, the Company issued the 5,000,000 shares available under this plan to approximately 26 consultants, employees and directors. Part of this issuance was a grant of 1,000,000 shares to Mr. Dennis Calvert, president and CEO of the Company, as consideration for his services. Those 1,000,000 shares were issued in January of 2003, but were returned by Mr. Calvert to the Company that same month.

2003 STOCK COMPENSATION PLAN

On February 14, 2003, the board of directors approved the Company's 2003 Stock Compensation Plan as a means of providing directors, key employees and consultants additional incentive to provide services to NuWay. Both stock options and stock grants may be made under this plan. The Plan sets aside up to 15,000,000 shares of the Company's common stock for these purposes, which were registered on a Form S-8 filing on February 27, 2003. Approval of this plan was not submitted to the vote of the shareholders. The Board administers this plan. The plan allows the Board to award grants of common shares or options to purchase common shares. The board has discretion to set the price of the options, but in no event shall that price be less than 100% of the fair market value of the shares at the time of the grant. The Board may at any time amend or terminate the plan. It does not expire on its terms.

During the months of February, March and April, 2003, the Company issued 9,515,938 shares to approximately 26 consultants, directors, and employees.

The board of directors approved a grant of 3,000,000 shares of stock pursuant to the Company's 2003 Stock Compensation Plan to Mr. Dennis Calvert, president and CEO of the Company, as consideration for his services. Those 3,000,000 shares were issued in March of 2003. The Board subsequently modified its directive to condition the issuance of shares for officers and directors on shareholder approval of the plans. Mr. Calvert returned those 3,000,000 shares to the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information regarding the beneficial ownership of shares of the Company's common stock as of May 22, 2003 (31,041,911 common shares issued and outstanding) by (i) all stockholders known to the Company to be beneficial owners of more than 5 percent of the outstanding common stock; and
(ii) all directors and executive officers of the Company, individually and as a group:

38

----------------- ---------------------------------- ------------------------- -----------------
 Title of Class    Name and Address of Beneficial      Amount of Beneficial    Percent of Class
                              Owner (1)                   Ownership (2)
----------------- ---------------------------------- ------------------------- -----------------
     Common       Dennis Calvert                            4,782,000               15.4%
                  23461 S. Pointe Drive
                  Suite 200
                  Laguna Hills, CA 92653

----------------- ---------------------------------- ------------------------- -----------------
     Common       Joseph Provenzano                         1,224,936                3.9%
                  23461 S. Pointe Drive
                  Suite 200
                  Laguna Hills, CA 92653

 ----------------- ---------------------------------- ------------------------- -----------------
     Common       Steven Harrison                            622,043                 2.0%
                  23461 S. Pointe Drive
                  Suite 200
                  Laguna Hills, CA 92653

----------------- ---------------------------------- ------------------------- -----------------
     Common       Gary Cox                                     -0-                   -0-
                  23461 S. Pointe Drive
                  Suite 200
                  Laguna Hills, CA 92653

----------------- ---------------------------------- ------------------------- -----------------
     Common       Augustine Fund, LP                      1,736,250 (3)              5.6%
                  141 W. Jackson, Ste. 2182
                  Chicago, IL 60604

----------------- ---------------------------------- ------------------------- -----------------
     Common       All directors and officers,               6,628,979               21.4%
                  individually and as a group

----------------- ---------------------------------- ------------------------- -----------------

(1) Except as noted in any footnotes below, each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them.

(2) Other than as footnoted below, none of these security holders has the right to acquire any amount of the shares within sixty days from options, warrants, rights, conversion privilege, or similar obligations. The amount owned is based on issued common stock, as well as stock options, which are currently exercisable.

(3) This information is according to the latest filing with the SEC by Augustine Fund, LP as of May 22, 2003.

CHANGES IN CONTROL

The board of directors has voted to put to the shareholder vote the conversion of a $1,120,000 note into equity of the Company. The board of directors has elected to recognize the conversion of the note to equity upon the date at which the board of directors approved the conversion to equity, which occurred in March of 2003. The shareholders will vote to ratify the decision at the upcoming meeting scheduled to occur during the third Quarter of 2003. The shares to be issued in exchange for the conversion will not be issued until such time as the proper shareholder approvals can be obtained. If, for any reason the shareholders do not approve the conversion terms, then, the Company would be required to re-state the Company's balance sheet to reverse the conversion transaction. Management believes the shareholders will approve the conversion terms.

39

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Since the beginning of the last fiscal year, other than those described below, there have not been any transactions that have occurred between the Company and its officers, directors and five percent or greater shareholders.

CALVERT EMPLOYMENT AGREEMENT

In December 2002, the Company entered into an agreement with Dennis Calvert with respect to his employment as president and Chief Executive Officer of the Company. Mr. Calvert's Agreement calls for him to be paid an annual salary of $168,000, be employed for five years, that he work with the Company on a full time basis, that the office be located in Laguna Hills, California, that he receive annual increases of 10% of his base income, that bonuses will be payable based on the greater of a performance scale established by the Compensation Committee, assigned by the board of directors, or 3% of the annual increase in market capitalization value. The compensation plan includes benefits of a car allowance, insurance and a standard vacation package. The agreement has certain minimum performance standards and calls for a severance package equal to one years base compensation, plus an additional one half years compensation for each year of service beginning in 2003. Standard confidentiality, company ownership rights to property and assets and arbitration clauses are included in the agreement.

PROVENZANO EMPLOYMENT AGREEMENT

In March 2003, the Company entered into an agreement with Joseph Provenzano with respect to his employment as a Director and Secretary of the Company. Mr. Provenzano's Agreement calls for him to be paid an annual salary of $130,800, be employed for five years, that he work with the Company on a full time basis, that the office be located in Laguna Hills, California, that he receive annual increases of 5% of his base income, that bonuses will be payable based on the greater of a performance scale established by the Compensation Committee, assigned by the board of directors, or 1.5% of the annual increase in market capitalization value. The compensation plan includes those benefits of car allowance and insurance benefits and a standard vacation package. The agreement has certain minimum performance standards and calls for a severance package equal to one years base compensation, plus an additional one half years compensation for each year of service beginning in 2003. Standard confidentiality, company ownership rights to property and assets and arbitration clauses are included in the agreement.

FINANCING AGREEMENT WITH CAMDEN HOLDINGS

During June 2002, the Company entered into a financing agreement with Camden Holdings, Inc., a diversified holding company with interests in many industries including the healthcare industry. The Company received $250,000 in exchange for 1,000,000 shares of its restricted common stock ($0.25 per share). Stockholder consent was not required for the agreement. The share price was determined by the trading price of the stock during the few days leading up to the consummation of the transaction (June 27, 2002), which was a range of $0.24 to $0.30 per share. At the time of the transaction, Camden Holdings, Inc. owned no shares in the Company. After the effect of the Med Wireless, Inc. and Genesis Health Tech, Inc. transactions described below, Camden Holdings owned approximately 1,017,548 shares in addition to the 1,000,000 shares received from the $250,000 investment.

GENESIS HEALTH TECH, INC.

On June 28, 2002, the Company purchased certain assets from Genesis Health Tech, Inc. ("Genesis"), a wholly owned subsidiary of Camden Holdings. These assets

40

included a database compiled over a 24-month period of healthcare providers in the United States. The business purpose of the transaction was to provide the Company a valuable tool to market its Ultrasound program. The total purchase price of $300,000 was satisfied by the issuance of 666,667 restricted shares of NuWay restricted common stock (at a price of $0.45 per share). The book value of the asset is $255,000, which reflects a 15% discount due to the restrictions on the issued stock. The $300,000 purchase price was a commercially reasonable price in light of the value of the asset to the Company. The transaction received the consent of a majority of NuWay's stockholders, as well as its board of directors. As detailed in the Form 14C filed on September 23, 2002, stockholders owning 3,930,183 shares of the 7,761,353 total shares of common stock then outstanding, consented to the transaction. Camden Holdings was the holder of 1,000,000 shares of common stock at the time of the transaction as a result of the Financing Agreement described immediately above.

MED WIRELESS, INC.

By way of an agreement dated July 16, 2002 and amended August 21, 2002, the Company acquired a 15-year, fully paid license to certain technology from Med Wireless, Inc. As detailed in the Company's prior filings, pursuant to this license agreement (i) the Company would license from Med Wireless all of its rights and interest in certain software applications relating to the movement of medical images and data over the Internet and via handheld wireless devices as well as customer lists; (ii) Med Wireless would assign its customers and distribution agreements related to the licensed intellectual property to the Company; and (iii) the Company would assume $1,120,000 of outstanding debt (see further discussions below). In return, NuWay would issue to the Med Wireless shareholders 6,600,000 shares of NuWay's restricted common stock. When effectuated, the Med Wireless Agreement resulted in Med Wireless shareholders owning approximately 44 percent of the Company's outstanding shares.

Camden Holdings, Inc. owned 1,000,000 shares (12.9%) of the Company at the time this transaction was approved by the shareholders, and also held a minority interest in Med Wireless. In addition, Summit Healthcare, Inc., which shares a common president with Camden Holdings, Inc., also owned an interest in Med Wireless. Both Camden Holdings and Summit Healthcare received stock in the Company as a result of this transaction. In addition, the Company's president, Dennis Calvert, indirectly owns approximately 9.9% of the shares of Med Wireless, and received 600,000 shares of the Company as a result of the transaction. Shareholders of the Company owning 3,930,183 shares of the 7,761,353 shares then outstanding consented to the transaction with Med Wireless. In addition, the board of directors approved the transaction.

As a result of Mr. Calvert's agreement to become the president of Med Wireless, Inc. on or about June 15, 2002, he received in the name of New Millennium Capital Partners, LLC a right to, but not actual certificates for, a total of 1,327,700 shares of stock in Med Wireless, Inc., representing 9.9% of the total number of shares of Med Wireless, Inc., and received those shares by virtue of a corresponding reduction of shares then currently held by Camden Holdings, Inc., which, upon its effective date, resulted in New Millennium Capital Partners receiving 600,000 shares of NuWay from the Med Wireless transaction with NuWay. Mr. Calvert was asked by the board of directors to become president of NuWay Medical (known then as NuWay Energy) for the purpose of executing the Plan to Change Business Focus and Turn Around the Company as referenced above in this filing document.

SALE OF OIL OPERATIONS

NuWay entered into an agreement on December 15, 2002 with Summit Oil and Gas, Inc. to sell the stock of NuWay Resources, Ltd. (its oil and gas subsidiary) for

41

$100,000 less outstanding liabilities. The Company realized no cash from the sale of these operating units, but was able to contractually insure that it would not retain any liabilities beyond October 1, 2002. In conjunction with the sale of these operations, NuWay recorded a loss of $1,290,948 during the fourth quarter of 2002. The transaction price was determined as a result of the Company receiving no viable suitors, bidders or offers for the assets. In light of the rapidly increasing liabilities and the carrying, management and auditing costs of an unprofitable assets, the stock was sold. The business purpose was to stop the negative cash flow, stop the contingent losses, and the removal of the burden to management the investment.

The president of Summit Oil and Gas, Inc. is Mark Anderson. Mr. Anderson is also president of Camden Holdings, Inc., and Summit Healthcare, Inc., both shareholders of the Company. A shareholder vote was not held in relation to this transaction. Mr. Anderson also served as a consultant to the Company, and received shares of the Company pursuant to its 2002 Consultant Equity Plan.

SALE OF CASINO OPERATIONS

NuWay entered into an agreement on December 15, 2002, effective October 1, 2002, to sell the stock of its wholly owned casino rental subsidiaries (Latin American Casinos del Peru S.A., and Latin American Casinos of Colombia, LTDA) to Casino Ventures Partners, a Nevada Partnership. The purchase price for the stock was $300,000 less all outstanding liabilities of the two subsidiaries. The transaction price was determined as a result of the Company receiving no viable suitors, bidders or offers for the assets. In light of the rapidly increasing liabilities and the carrying, management and auditing costs of unprofitable assets, the stock was sold. The business purpose was to stop the negative cash flow, stop the contingent losses, and the removal of the burden to management the investment. As the offsetting liabilities exceeded the purchase price and the Company received no funds. The Company recorded a loss from operations through September 30, 2002 of $147,247 and a loss of $1,376,733 on disposal.

Management was alerted by its onsite managers employed by the Company that they had received a notice of tax levy and seizure by the foreign government related to more than $250,000 in US Dollars allegedly owed by the local operating subsidiaries. Management found the representations by its managers to be inconsistent and unreliable. Management suspected that its assets were being illegally depleted by its local staff. Local police authorities notified the Company that a former employee was being pursued criminally for embezzlement. Management attempted to secure consultants who would travel to Peru and Columbia to conduct a physical inspection and restore order to its operations, but was unable to accomplish this goal due to the perceived risk to individual safety. In light of the increasing liabilities, language and cultural barriers, political unrest, cost of carrying the assets, cost of audit and maintenance, relative age of the assets, and its lack of core value to the business plan as going forward, the Board entered into the decision that was consummated.

NEW MILLENNIUM CAPITAL PARTNERS, LLC PURCHASE OF STOCK AND NOTE FROM
CAMDEN HOLDINGS, INC., AND SUMMITT VENTURES, INC.

New Millennium Capital Partners, LLC, a Nevada limited liability company controlled by Company president Dennis Calvert, purchased a promissory note held by Summitt Ventures (see detail below), and also purchased an aggregate of 4,182,107 shares of the Company's common stock from Camden Holdings and Summit Healthcare, Inc. in exchange for $900,000, payable in the form of a promissory

42

note. The share certificates representing these shares were delivered to Mr. Calvert on April 9, 2003. This note is secured by the shares of common stock of the Company sold in the transaction and is further secured by common stock of the Company held by Mr. Calvert. Mark Anderson, president of Camden Holdings, Summit Healthcare, and Summitt Ventures, conditioned the purchase by New Millennium on the Company converting the promissory note to common stock. The conversion of the note held by New Millennium is a matter to be brought before the shareholders at the next shareholder meeting scheduled for the third quarter 2003.

CONVERSION OF $1,120,000 NOTE TO STOCK

On March 26, 2003, the board of directors of the Company voted to convert a promissory note owed by the Company in the face amount of $1,120,000 held by New Millennium Capital Partners, LLC, a Nevada limited liability company controlled by the Company's president Dennis Calvert, into common stock of the Company at a 37.5% discount to market price. New Millennium consented to the conversion.

The business purpose of this transaction was to retire $1,120,000 in debt owed by the Company with the effect increasing shareholder equity by that amount. The board of directors determined that a discount to market price was appropriate given that (i) given the quantity of the shares issued, a block of shares that size could not be liquidated without affecting the market price of the shares, and (ii) the shares would be labeled with a restrictive legend requiring fulfillment of Rule 144 prior to sale on the open market, thus precluding their sale prior to one year from the date of the transaction. The board of directors at the time determined that a 37.5% discount was appropriate.

The board of directors has modified its resolution converting the shares and made the conversion conditional upon receiving shareholder approval of the conversion at the Company's next shareholder meeting per NASDAQ Marketplace rules. New Millennium has agreed to extend the terms of the note 90 days, from June 15, 2003 to September 15, 2003, to allow sufficient time to obtain a shareholder vote. Management anticipates that the Company will hold its annual shareholder meeting in July or August 2003.

ITEM 13. EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

EXHIBITS.

Exhibits included or incorporated by reference in this document are set forth in the Exhibit Index.

REPORTS ON FORM 8-K.

There were no reports on Form 8-K filed during the last quarter of the fiscal year covered by this report.

ITEM 14. CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures.

Within the 90 days prior to December 31, 2002, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 ("Exchange Act"). This evaluation was done under the supervision and with the participation of the Company's president. Based upon that evaluation, they concluded that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.

(b) Changes in internal controls.

There were no significant changes in the Company's internal controls or in its factors that could significantly affect those controls since the most recent evaluation of such controls.

43

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 22, 2003                            NuWay Medical, Inc.
                                               By: /S/ Dennis Calvert
                                               -----------------------------
                                               Dennis Calvert, President,
                                               Chief Executive Officer and
                                               Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated:

            NAME                          TITLE                          DATE


/s/   Dennis  Calvert       Chairman of the Board,
---------------------       Chief Executive Officer, President and
Dennis Calvert              Interim  Chief  Financial  Officer      May  22,  2003


/s/   Joseph  Provenzano
------------------------
Joseph  Provenzano           Director                              May  22,  2003

/s/   Steven  V.  Harrison  II
------------------------------
Steven  V.  Harrison  II     Director                              May  22,  2003

                                       44


CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE
ACT OF 1934, RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NuWay Medical, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dennis Calvert, Chief Executive Officer of the Company, certify, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this annual report on Form 10-KSB of NuWay Medical, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;

4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

6. The Company's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/  Dennis  Calvert
--------------------
Dennis  Calvert,  President,
Chief  Executive  Officer,  and
Interim  Chief  Financial  Officer
May  22,  2003

45

                          INDEX TO FINANCIAL STATEMENTS



------------------------------------------------------------------------------------------------------ -----------------------
                                                                                                                Page
------------------------------------------------------------------------------------------------------ -----------------------
Report of Independent Auditors - Haskell & White LLP                                                            F-2

------------------------------------------------------------------------------------------------------ -----------------------
Report of Independent Auditors - Shubitz Rosenbloom & Co., P.A.                                                 F-3

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Balance Sheets as of December 31, 2002 and December 31, 2001                                       F-4

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Statements of Operations for the years ended December 31, 2002 and 2001                            F-5

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2002 and            F-6
2001

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2001                            F-8

------------------------------------------------------------------------------------------------------ -----------------------
Notes to Consolidated Financial Statements                                                                      F-10

------------------------------------------------------------------------------------------------------ -----------------------

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders NuWay Medical, Inc. (F/K/A NuWay Energy, Inc.)

We have audited the consolidated balance sheet of NuWay Medical, Inc. and Subsidiaries (the "Company") as of December 31, 2002 and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of NuWay Medical, Inc. and Subsidiaries as of December 31, 2002 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

As discussed in notes 1 and 3 to the consolidated financial statements, the Company exited several business lines during 2002 through the sale of interests in subsidiaries and the discontinuance of operations.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in note 1 to the consolidated financial statements, the Company has limited liquid resources, recurring losses from operations and is seeking to implement its business plan with a new industry focus. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also discussed in note 1. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

                             /s/ HASKELL & WHITE LLP

Irvine, California
May 12, 2003

F-2

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
NuWay Energy, Inc. (F/K/A Latin American Casinos, Inc.) and Subsidiaries

We have audited the consolidated balance sheet of NuWay Energy, Inc. and Subsidiaries as of December 31, 2001 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of NuWay Energy, Inc. and Subsidiaries as of December 31, 2001 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

As discussed in note 4 to the consolidated financial statements, the Company reduced its asset values and has charged operations for 2001 with a $3,015,182 asset impairment charge.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in note 1 to the consolidated financial statements, the Company's significant operating losses raise doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

                                          /s/ SHUBITZ ROSENBLOOM & CO., P.A.

Miami, Florida
April 10, 2002

F-3

                                            ASSETS
                                            ------
                                                                         December 31,

                                                                      2002           2001
                                                                 -------------- --------------
CURRENT ASSETS
  Cash and Cash Equivalents                                       $        521   $    440,827
  Accounts Receivable, Net of  $25,000 of Allowance
    For Doubtful Accounts in 2001                                            -        234,054
  Inventory                                                                  -        475,291
  Prepaid Expenses and Other Current Assets                                  -        156,958
                                                                 -------------- --------------
              Total Current Assets                                         521      1,307,130
                                                                 -------------- --------------
PROPERTY AND EQUIPMENT - NET                                            28,844      2,360,135
                                                                 -------------- --------------

OTHER ASSETS
  Accounts Receivable Long-Term, Net of Allowance For
    Doubtful Accounts of $150,000 in 2001                                    -        450,000
  Deposits                                                                   -         26,693
  Notes Receivable - Officers and Affiliates                                 -        440,000
  Other Assets                                                               -          6,374
  Marketing Database (Note 5)                                          255,000              -
  Med Wireless License (Note 5)                                      4,090,000              -
                                                                 -------------- --------------

              Total Other Assets                                     4,345,000        923,067
                                                                 -------------- --------------
TOTAL ASSETS                                                      $  4,374,365   $  4,590,332
                                                                 ============== ==============


               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------

CURRENT LIABILITIES
  Accounts Payable and Accrued Expenses                           $  1,131,579   $    985,776
  Note Payable (Notes 5 and 12)                                      1,120,000              -
  Debentures Payable, net                                              150,000      2,400,004
                                                                 -------------- --------------
              Total Current Liabilities                              2,401,579      3,385,780
                                                                 -------------- --------------


COMMITMENTS, CONTINGENCIES AND SUBSEQUENT
 EVENTS (NOTES 9, 11 and 12)

STOCKHOLDERS' EQUITY
  Convertible Preferred Series A, $.00067 Par Value, 25,000,000

        Shares Authorized, None Outstanding                                  -              -
  Common Stock, $.00067 Par Value, 100,000,000 Shares
       Authorized, 17,137,727 and 5,078,783 Shares Issued
       at 2002 and 2001, respectively                                   11,483          3,402
  Additional Paid-In Capital                                        20,289,936     15,137,225
  Accumulated Other Comprehensive Loss                                       -       (544,539)
  Accumulated Deficit                                              (18,201,629)   (13,264,532)
  Treasury Stock, at cost, 44,900 Shares Held in 2002 and 2001        (127,004)      (127,004)
                                                                 -------------- --------------
              Total Stockholders' Equity                             1,972,786      1,204,552
                                                                 -------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  4,374,365   $  4,590,332
                                                                 ============== ==============

The accompanying notes are an integral part of these financial statements.

F-4

NUWAY MEDICAL, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION
FOR THE YEARS ENDED
AS OF DECEMBER 31, 2002 AND 2001

                                                         Years Ended December 31,
                                                              2002          2001
                                                       --------------- --------------
Revenue
  Rental Income                                           $         -   $     3,600
                                                       --------------- --------------
              Total Revenues                                        -         3,600
                                                       --------------- --------------


Costs and Expenses
  Selling, General and Administration                       2,157,289     2,600,371
  Depreciation, Depletion and Amortization                      9,938         6,109
  Expenses Associated With Stock Issued for Services          987,944       405,650
  Cancellation of prior year warrant compensation          (1,659,750)            -
  Repricing of Stock Options                                        -      (230,650)

  Impairment Charges                                                -        86,295
                                                       --------------- --------------
              Total Costs and Expenses                      1,495,421     2,867,775
                                                       --------------- --------------


Loss from operations                                       (1,495,421)   (2,864,175)
                                                       --------------- --------------


Other Income and Expense
  Interest Income (Expense)                                   (45,026)      121,695
  Other Income                                                 51,767           240
                                                       --------------- --------------
              Net Other Income                                  6,741       121,935
                                                       --------------- --------------


Loss Before Income Taxes                                   (1,488,680)   (2,742,240)
Provision for Income Taxes (Benefit)                                -             -
                                                       --------------- --------------
Net Loss from Continuing Operations                        (1,488,680)   (2,742,240)
                                                       --------------- --------------

Loss from Discontinued Operations (Note 3)                 (3,448,417)   (3,910,193)
                                                       --------------- --------------
Net Loss                                                  $(4,937,097)  $(6,652,433)
                                                        ============== ==============
Loss Per Common Share - Basic and Diluted
  Loss per share from Continuing Operations               $     (0.15)  $     (0.65)
                                                          ============  ============
  Loss per share from Discontinued Operations             $     (0.35)  $     (0.93)
                                                          ============  ============
  Net Loss per Share                                      $     (0.50)  $     (1.56)
                                                          ============  ============
  Weighted Average Common Share Equivalents Outstanding     9,791,396     4,255,903
                                                          ============  ============

The accompanying notes are an integral part of these financial statements.

F-5

NUWAY MEDICAL, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED
DECEMBER 31, 2002 AND 2001

                                      Common Stock                                     Accumulated
                             --------------------------------
                                 Number          Par         Additional         Other          Retained               Comprehensive
                                   of           Value         Paid-In       Comprehensive      Earnings    Treasury     Income
                                 Shares        $.00067        Capital       Income (Loss)      (Deficit)     Stock      (Loss)
                             ---------------  ------------ --------------- -------------- --------------- ------------ -------------

BALANCE DECEMBER 31, 2000         4,225,000      $  2,830    $ 13,796,612   $  (560,326)    $(6,612,099)     $(5,235)     $      -
ADJUSTMENT FOR FOREIGN
     CURRENCY TRANSLATION
                                                                                  15,787                                     15,787

STOCK ISSUED FOR SERVICES           187,500           126         405,524
REPRICING ON VARIABLE
     OPTION PLAN
                                                                (230,460)
TREASURY STOCK                                                                                              (121,769)
CONVERSION OF DEBENTURES            666,283           446       1,165,549
NET LOSS FOR THE YEAR
    ENDED DECEMBER 31, 2001
                                                                                             (6,652,433)                (6,652,433)
                             ---------------  ------------ --------------- -------------- --------------- ------------ ------------
BALANCE DECEMBER 31, 2001         5,078,783      $  3,402    $ 15,137,225   $  (544,539)   $(13,264,532)   $(127,004)

COMPREHENSIVE  LOSS FOR
    THE YEAR ENDED
    DECEMBER 31, 2001                                                                                                $  (6,636,646)
                                                                                                                   ================

The accompanying notes are an integral part of these financial statements.

                                      F-6


                       NUWAY MEDICAL, INC AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001
                                   (CONTINUED)


                                       Common Stock
                                 -----------------------------              Accumulated
                                  Number         Par         Additional        Other        Retained                 Comprehensive
                                    of          Value         Paid-In      Comprehensive    Earnings      Treasury     Income
                                  Shares       $.00067        Capital      Income (Loss)   (Deficit)        Stock       (Loss)
                                 ------------ ------------ --------------- ------------  --------------- ------------ ------------
STOCK ISSUED FOR SERVICES          2,459,707        1,649         986,295
CONVERSION OF DEBENTURES           1,332,570          893       2,331,705

        CANCELLATION OF WARRANTS                              (1,659,750)

STOCK ISSUED FOR
    INTANGIBLES                      666,667          447         254,553
STOCK ISSUED FOR LICENSE OF
    MED WIRELESS SOFTWARE
                                   6,600,000        4,422       2,965,578
REALIZED LOSS OF FOREIGN
CURRENCY TRANSACTIONS
                                                                               544,539                                    544,539
WARRANTS ISSUED UNDER
    EMPLOYMENT AGREEMENT
                                                                   25,000
STOCK ISSUED UNDER
    COMMON STOCK
    PURCHASE AGREEMENT
                                   1,000,000          670         249,330
NET LOSS FOR THE YEAR
    ENDED DECEMBER 31, 2002
                                                                                            (4,937,097)                 (4,937,097)
                                  ------------ ------------ --------------- ------------  --------------   ------------ -----------
BALANCE DECEMBER 31, 2002         17,137,727    $  11,483     $20,289,936    $       -   $ (18,201,629)     $ (127,004)
                                 ============ ============ =============== ============  ===============    ============

COMPREHENSIVE (LOSS) FOR
    THE  YEAR ENDED
    DECEMBER 31, 2002                                                                                                 -------------
                                                                                                                      $ (4,392,558)
                                                                                                                      =============
The accompanying notes are an integral part of these financial statements.

                                      F-7


NUWAY MEDICAL, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31, 2002 AND 2001
(CONTINUED)

                                                                                Years Ended December 31,
                                                                                   2002          2001
CASH FLOWS FROM OPERATING ACTIVITIES
-------------------------------------

  Net Loss                                                                     $(4,937,097)  $(6,652,433)
  Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
      Depreciation, Depletion and Amortization                                       9,938         6,109
      Issuance of Stock for Services                                               987,944       471,650
      Cancellation of prior year warrant compensation                           (1,659,750)            -
      Asset Impairment Charges From Discontinued Operations                              -     3,015,182
      Loss on disposal of Discontinued Operations                                3,448,417             -
      Cash Used in Discontinued Operations                                               -     1,183,677
      Realized Loss of Foreign Currency Translation                                544,539             -
      Issuance of Warrants as Compensation                                          25,000             -
      Issuance of Warrants and Options
            accounted for as compensation and repricing of options                       -      (230,462)
      Amortization of Deferred Debt Issuance Costs                                       -        64,500
      Increase (Decrease) in Prepaid Expenses and Other Current Assets             163,332       (18,484)
      Increase in Accounts Payable and Accrued Expenses                            287,371       542,225
                                                                               ------------  ------------
    Net Cash Used In Operating Activities                                       (1,130,306)   (1,618,036)
                                                                               ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
    Cash Used in Discontinued operations                                                 -    (1,802,655)
    Acquisition of Treasury Stock                                                        -      (121,197)
    Issuance of Notes Receivable to Officers and Affiliates                              -      (440,000)
    Decrease in Notes Receivable to Officers and Affiliates from
    Severance Packages                                                             440,000             -
                                                                               ------------  ------------
    Net Cash Provided By (Used In) Investing Activities                            440,000    (2,363,852)
                                                                               ------------  ------------
 CASH FLOWS FROM FINANCING ACTIVITIES
 -------------------------------------
    Proceeds from Sale of Securities                                               250,000             -
                                                                               ------------  ------------
    Net Cash Provided By Financing Activities                                      250,000             -
                                                                               ------------  ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                         (440,306)   (3,981,888)

CASH AND CASH EQUIVALENTS - BEGINNING                                              440,827     4,422,715
                                                                               ------------  ------------


CASH AND CASH EQUIVALENTS - ENDING                                             $       521   $   440,827
                                                                               ============  ============
SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:


The accompanying notes are an integral part of these financial statements.

                                      F-8

                       NUWAY MEDICAL, INC AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2002 AND 2001
                                   (CONTINUED)


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash Paid During the Period for:
  Interest                                                                       $         -   $         -
                                                                                 ============  ============
  Income Taxes                                                                   $         -   $         -
                                                                                 ============  ============

Conversion of Debentures and Accrued Interest to Capital                         $ 2,332,598   $ 1,165,995
                                                                                 ============  ============
Issuance of Stock for Capitalized Assets:

  Database Purchase in Exchange for Common Stock                                 $   255,000   $         -
                                                                                 ============  ============

  License Rights from Med Wireless Inc. in Exchange for Common Stock valued
   at $2,970,000 and the assumption of $1,120,000 Note Payable (Notes 5 and 12)  $ 4,090,000   $         -
                                                                                 ============  ============



The accompanying notes are an integral part of these financial statements.

                                      F-9


NUWAY MEDICAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

Note 1. Business and Organization

NuWay Energy, Inc., a Delaware Corporation, (formerly known as Latin American Casinos, Inc.) changed its name to NuWay Medical Inc. (NuWay) in October 2002. The name change reflects the Company's new operating focus after NuWay acquired fifteen-year licensing rights to certain medical technology from Med Wireless, Inc. in July 2002. The Med Wireless software is a HIPAA compliant technological solution to electronically organize, store, and retrieve medical records and medical images.

The Company formed NuWay Sports Medicine Ventures, LLC (subsequently renamed NuWay Sports LLC) in December 2002, and holds 51 percent ownership. Although formed in 2002, the subsidiary did not become active until 2003. NuWay Sports was created to market a variety of products and services to the sports industry with an emphasis on health and technology related products. NuWay Sports' flagship product is its Player Record Library System, ("PRLS"). PRLS is a secure database for athlete/patient medical data that can be acquired, displayed, analyzed, interpreted, and archived in a completely digital format.

As part of the new business strategy the Company sold, or discontinued operations of, its four wholly owned subsidiaries at October 1, 2002: (i.) NuWay Resources, Ltd., which conducted oil and gas exploration activities, primarily in western Canada; (ii.) Latin American Casinos del Peru, S.A. and (iii.) Latin American Casinos of Colombia LTDA, which were both engaged in the rental of slot machines and other gaming equipment to casino operators in Latin America; and,
(iv.) World's Best Rated Cigars, Inc., a marketer of premium cigars at discounted prices in the United States. World's Best Rated Cigars was dissolved and the other three subsidiaries were sold in their entirety to third parties. The sale of these operating segments was completed without recourse as all liabilities and remaining assets were transferred to the purchaser in lieu of any cash. The Company recorded a loss on disposal of these entities of $3,448,417. (See Note 3)

These consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2002, the Company has limited liquid resources, recurring losses from operations and is seeking to implement its business plan with a new industry focus.

Although the Company raised capital of $259,661 from January 1, 2003 to April 21, 2003 (note 12), the Company had a cash balance of approximately $40,000 as of May 1, 2003, which is insufficient to meet operating expenses for any extended period. Management believes that the Company will be required to raise additional capital to sustain operations for the next twelve months and is actively reviewing a number of proposals being made to the Company by private investors and investment bankers. It is unlikely that the Company will be able to qualify for bank debt until such time as the Company is able to demonstrate the financial strength to provide confidence for a lender.

Management believes it will be successful in selling its PRLS software applications. The Company expects to secure agreements during the next quarter. The Company's PRLS has recently been introduced to the marketplace and generated approximately $40,000 in revenues during the first 60 days of it becoming market ready in the first quarter of 2003. PRLS is being used by very high profile NFL franchises and it is already being referred by its customers and prospects as the best of brand for its sports industry focus. The Company is marketing the PRLS to multiple sports leagues and is actively seeking additional vertical market opportunities.

The Company is in negotiations with multiple parties to sell its PRLS system, including certain significant agreements that can generate annual fees in excess of $2,000,000 in revenues per contract, if the Company is successful in concluding those negotiations. Management believes it will be successful in selling its PRLS product offering, however that result cannot be assured.

F-10

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

The most recent agreement to retire the Company's only significant outstanding debt ($1,120,000), which is subject to a shareholder vote at the Company's annual shareholder meeting, which Management has scheduled to take place during the third quarter 2003 means that if approved, the Company's need for capital is primarily related to expansion, marketing and new business development. Management believes the shareholder approvals for the conversion of the outstanding note to equity will be approved.

The Company has relied upon its stock award plans (the 2002 Consultant Equity Plan and the 2003 Stock Compensation Plan) to compensate consultants and employees who have assisted in developing and executing the Company's business plan. While the Company's reliance on its these plans has been significant, it has allowed the Company to build its marketing, legal, technology, and operations staffing needs. In many ways, the Company has been successful in repositioning its business for success because of the availability of the plans and its purposeful use. Management hopes to lessen its reliance upon these plans as it collects revenues from sales and is able to raise additional capital.

In order to continue to upgrade its software technology the Company has an ongoing commitment to invest in product development and research. Its current budget includes a full staff of IT professionals working on a contract basis and the staff will need additional manpower, equipment and resources. The budget for this is currently estimated to be not less than $500,000 over the next 12 months and will be increased as new customers enter into agreements with the Company.

Management anticipates that the Company will have need to add additional staff over the next 12 months. While it has 3 full time employees as of May 12, 2003, the Company also relies on at least 12 consultants who work on behalf of the Company. The Company intends to add some of these consultants to its full time staff as employees and add additional staff members on an as needed basis.

Ultimately, the Company's ability to continue as a going concern is dependent upon its ability to establish and grow a revenue stream, attain a reasonable threshold of operating efficiencies, achieve profitable operations and attract new sources of capital. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 2. Summary of Significant Accounting Policies

a) Principles of Consolidation

The consolidated balance sheet at December 31, 2002 includes the accounts of NuWay Medical, Inc. and NuWay Sports, LLC. The Company has significant influence of the business operations of NuWay Sports and operations are consolidated. All significant inter-company balances have been eliminated in consolidation. Operations for NuWay Sports LLC were not significant for the period from inception to December 31, 2002. The consolidated statements of operations and cash flows for the year ended December 31, 2002, as well as the consolidated financial statements for the year ended December 31, 2001 also include the results of the activities of the subsidiaries mentioned in Note 1 above up to the date of disposal. See Note 3.

b) Property and Equipment

Property and Equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of the respective asset. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property or equipment are sold or retired the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations.

F-11

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

c) Impairment of Long-Lived Assets

The Company periodically reviews its long-lived assets for potential impairment as required by Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of", which supercedes previous guidance. As discussed in Note 3, the Company discontinued several operations during the year ended December 31, 2002. For the year ended December 31, 2001, the Company had evaluated certain of the assets used in these operations and recorded an impairment charge of $3,015,182 (Note 4).

d) Revenue Recognition

The Company plans to recognize revenue from its new medical technology business in accordance with SEC Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements." For hardware sales, revenue will be recognized upon shipment to customers. Revenue from the licensing of software products will be recognized on shipment to and acceptance by customers, and over the applicable license period. Revenue from software maintenance agreements will be recognized ratably over the term of the agreement. Annual software maintenance charges and upgrade fees will be recognized ratably over the period covered.

e) Earnings (Loss) Per Share

The Company reports basic and diluted earnings per share (EPS) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the years ended December 31, 2002 and 2001, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the antidilutive effect of the warrants and stock options on the Company's net loss.

For the years ended December 31, 2002 and 2001, the computation of basic EPS was as follows:

                                                     2002                      2001
                                              ------------------        -----------------
Numerator - net loss from
  continuing operations                       $        1,488,680        $       2,742,240
Denominator - weighted shares
  outstanding                                          9,791,396                4,255,903
                                              ------------------        -----------------
Loss per share                                $           (0.15)        $          (0.64)
                                              ==================        =================

                                                     2002                      2001
                                              ------------------        -----------------
Numerator - net loss from
  discontinued operations                     $        3,448,417        $       3,910,193
Denominator - weighted shares
  outstanding                                          9,791,396                4,255,903
                                              ------------------        -----------------
Loss per share                                $           (0.35)        $          (0.92)
                                              ==================        =================

                                                     2002                      2001
                                              ------------------        -----------------
Numerator - net loss                          $        4,937,097        $       6,652,433
Denominator - weighted shares
  outstanding                                          9,791,396                4,255,903
                                              ------------------        -----------------
Loss per share                                $           (0.50)        $          (1.56)
                                              ==================        =================

F-12

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

f) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, uncollectible accounts receivable, asset depreciation and amortization, and taxes, among others.

g) Stock Options and Warrants issued for Services

As permitted under the Statement of Financial Accounting Standards No.
123 (SFAS No. 123), "Accounting for Stock-Based Compensation," the Company accounts for its stock-based compensation to employees in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. The Company provides the pro forma net earnings, pro forma earnings per share, and stock based compensation plan disclosure requirements set forth in SFAS No. 123.

Had compensation cost for options issued under the 1994 Stock Option Plan, as described more fully in Note 7, been determined based upon the fair value at the grant date for options granted, consistent with the provision of SFAS 123, the Company's net loss and net loss per share would have been reduced to the pro forma amounts indicated below:

                                                             2002                       2001
                                                             ----                       ----

Net Loss - as reported                                     $(4,937,097)              $(6,652,433)
Deduct: stock-based employee compensation
expenses determined under fair value based
                                                           ------------             -------------
method                                                         (10,021)                         -
                                                           ------------             -------------
Net Loss - pro forma                                       $(4,947,118)              $(6,652,433)
                                                           ============              ============
Loss per share - as reported                                                                    -
                                                                                              $
Basic and Diluted                                            $   (0.50)                    (1.56)
                                                           ============              ============
Loss per share - pro forma
Basic and Diluted                                            $   (0.51)                 $  (1.56)
                                                           ============              ============

For stock issued to consultants and other non-employees for services, the Company records the expense based on the fair market value of the securities as of the date of the agreement for such services.

h) Advertising

The Company expenses all advertising costs as incurred. Included in the statement of operations is approximately $13,000 and $111,000 of advertising expense charged to operations for the years ended December 31, 2002 and 2001, respectively. Substantially all advertising expenses incurred were paid through issuance of common stock.

i) Fair Value of Financial Instruments

F-13

As of December 31, 2001 and 2002, management believes the fair value of all financial instruments approximated carrying value.

j) Recent Accounting Pronouncements

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections." Statement No. 145 rescinds Statement No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. In addition, Statement No. 145 amends Statement No. 13 on leasing to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. Provisions of Statement No. 145 related to the rescission of Statement No. 4 are effective for financial statements issued by the Company after January 1, 2003. The provisions of the statement related to sale-leaseback transactions were effective for any transactions occurring after May 15, 2002. All other provisions of the statement were effective as of the end of the second quarter of 2002. The changes required by Statement No. 145 are not expected to have a material impact on the results of operations, financial position or liquidity of the Company.

In July 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 requires companies to recognize costs associated with the exit or disposal of activities as they are incurred rather than at the date a plan of disposal or commitment to exit is initiated. Types of costs covered by Statement No. 146 include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, facility closing, or other exit or disposal activity. Statement No. 146 will apply to all exit or disposal activities initiated after December 31, 2002. At this time, the Company does not expect the adoption of the provisions of Statement No. 146 to have a material impact on the Company's financial results.

In November 2002, the FASB issued Interpretation No. (Interpretation) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." Interpretation 45 requires certain guarantees to be recorded at fair value. In general, Interpretation 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying that is related to an asset, liability, or an equity security of the guaranteed party. The initial recognition and measurement provisions of Interpretation 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Interpretation 45 also requires new disclosures, even when the likelihood of making any payments under the guarantee is remote. These disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The changes required by Interpretation 45 are not expected to have a material impact on the results of operations, financial position or liquidity of the Company.

In January 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." Interpretation 46 addresses consolidation by business enterprises of variable interest entities which have one or both of the following

F-14

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) the direct or indirect ability to make decisions about the entity's activities through voting rights or similar rights, (b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities, or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for the risk of absorbing expected losses. Interpretation 46 does not require consolidation by transferors to qualifying special purpose entities. Interpretation 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company is currently assessing the impact of Interpretation 46.

In June 2001, the FASB issued Statement No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. Statement No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying value of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As required, the Company adopted the provisions of Statement No. 143 for the quarter ended March 31, 2003. Management does not believe adoption of this standard will have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

F-15

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

k) Reclassifications

Certain amounts in the accompanying 2001 financial statements have been reclassified to conform to 2002 presentation, primarily those items having to do with discontinued operations. (See Note 3)

Note 3. Discontinued Operations

Sales of Assets Not in the Ordinary Course of Business

In order to focus on our primary business opportunity, the Company divested our non-core businesses during the year 2002. These businesses included a slot machine rental and remanufacturing subsidiary in South and Central America, the distribution and sale of premium brand cigars, and an oil and gas development subsidiary in Canada. The stock of both the slot machine rental subsidiaries (Latin American Casinos Del Peru S.A., a Peruvian corporation and Latin American Casinos of Colombia LTDA, a Colombian corporation), and the oil and gas subsidiary, NuWay Resources, Ltd., were sold to third parties effective October 1, 2002. The cigar business was shut down and discontinued effective November 30, 2002.

A description of the discontinued operations is as follows:

Latin American Casinos Subsidiaries - History and Sale

The Company entered the gaming and casino industry in Peru in 1994. Since January 1995, the Company had been engaged in the renting of slot machines and other gaming equipment to licensed gaming establishments in various cities through its wholly owned subsidiaries Latin American Casinos Del Peru S.A., a Peruvian corporation and Latin American Casinos of Colombia LTDA, a Colombian corporation. In 1994, the Company formed its Peruvian subsidiary, and in late 1995 the Company formed its Colombian subsidiary.

The Company had concentrated its efforts on the rental of used five reel slot machines. These machines were purchased at a fraction of the cost of new machines and were refurbished for use in South and Central America. As of September 30, 2002, the Company had approximately 300 machines under rental contracts in Peru and Colombia.

On December 15, 2002, the Company entered into an agreement to sell 100 percent of the stock of the Latin American Casinos subsidiaries, with an effective date of October 1, 2002. The Company realized no cash from the sale of those operating units, but was able to contractually insure that NuWay would retain no liabilities related to this business after October 1, 2002. As a result of the sale, the Company recorded a loss of $1,376,733 during the fourth quarter of 2002.

World's Best Rated Cigar Company - History and Sale

In September 1997, the Company incorporated World's Best Rated Cigar Company, as a wholly owned subsidiary to distribute premium cigars within the United States. During November 2002, the Company discontinued operations and disposed of the remaining inventory and other assets. A loss of $179,750 was recorded in the fourth quarter of 2002 as a result of this disposal.

F-16

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

NuWay Resources, Ltd. - History and Sale

Since July 2001, the Company directed part of its efforts to oil and gas exploration and development in Canada. The Company (through its wholly owned subsidiary NuWay Resources, Ltd., a Nevada corporation) purchased a 30 percent working interest in the Superb area of Saskatchewan, Canada and a 20 percent working interest in the Altares Gas project in Northeast British Columbia. The subsidiary's ownership interests in the oil fields were characterized as "minority" ownership working interests. This classification meant that future development and capital expenditures and losses would be directed by the controlling owners, (who were parties unaffiliated with the Company) and not NuWay. Despite that lack of control, NuWay would continue to be obligated to share in the costs on a pro-rata basis.

While these properties had proven reserves of oil and natural gas, the controlling owners ultimately found the extraction and processing of the natural reserves had become too difficult and too costly to continue. Neither project had generated positive cash flow to NuWay after considering the cost of development and administrative and management expenses. Further, neither project had any expectation of generating positive cash flow to the Company for the foreseeable future, and as a working interest owner, the NuWay would be liable for the cost of continued development, maintenance and re-drilling efforts. The managing owners of the properties have significant ownership interests in other oil and gas projects and they had communicated to management their intent to invest their resources in other projects, rather than focus on these properties.

On September 3, 2002, the Company indicated in a press release that it intended to spin off the oil and gas subsidiary NuWay Resources, Inc. into a separate public company. At that time, the Company began negotiations with the senior ownership party in Canada to determine the value and explore the feasibility of such a plan. At the same time, the Company began a process to determine if additional energy related assets could be acquired by the subsidiary as part and parcel to the spin-off. Management was notified during these negotiations (in the fourth quarter) that the senior management partner intended to redirect their business focus away from these assets and into more lucrative properties. The uncertainty as to the future disposition of the assets, as well as uncertainty of the potential for additional capital call provisions and thus unknown future liabilities made the spin-off unworkable.

NuWay entered into an agreement on December 15, 2002 with Summit Oil and Gas, Inc. to sell the stock of NuWay Resources, Ltd. for $100,000 less outstanding liabilities. The Company realized no cash from the sale of these operating units, but was able to contractually insure that it would not retain any liabilities beyond October 1, 2002. In conjunction with the sale of these operations, NuWay recorded a loss of $1,290,948 during the fourth quarter of 2002.

The results of operations of the Company's oil and gas, casino, and cigar distribution operations have been shown as discontinued operations. The results of operations for the discontinued operations for the years ended December 31, 2002 and 2001 are as follows:

                                                       2002                      2001
                                                ------------------        ------------------

Revenues                                        $          629,415        $          746,242
Operating expenses                                       1,230,401                 1,641,253
Asset impairment charges                                        --                 3,015,182
                                                ------------------        ------------------
Loss from discontinued operations
  prior to disposal                                      (600,986)               (3,910,193)
Loss on disposal of discontinued
  operations                                           (2,847,431)                     -
                                                ------------------        ------------------
Loss from discontinued operations               $      (3,448,417)        $      (3,910,193)
                                                ==================        ==================

F-17

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

Note 4. Property and Equipment

Property and Equipment are summarized as follows:

                                                     December 31,
                                               2002                2001
                                          ----------------    ---------------
Furniture, Fixtures & Office Equipment            $42,753       $ 151,818
Exploration & Development Equipment              -                   933,624
Oil and Gas Properties at Cost                   -                   752,067
Land and Building                                -                    35,000
Rental Equipment                                 -                 1,039,008
Transportation Equipment                         -                     2,862
                                          ----------------    ---------------
Total                                              42,753          2,914,379
Less:  Accumulated Depreciation                    13,909            554,244
                                          ----------------    ---------------
Property and Equipment - Net                      $28,844        $ 2,360,135
                                          ================    ===============

During 2001, the Company recorded several asset impairment charges related to the assets used in the now discontinued operations (Note 3). In 2001, the Company recorded a reduction in value for certain slot machine parts of $194,000 and recorded an asset impairment charge for all gaming equipment of $2,789,182. The reduction of value on the gaming equipment was the result of an appraisal, which was used to determine the value in light of political changes and government mandated review in Peru. The Company also recorded a $32,000 impairment charge relative to the value of a cigar factory owned in Nicaragua. These aggregate impairment charges of $3,015,182 have been included in the losses from discontinued operations (Note 3) as reclassified in the statement of operations for the year ended December 31, 2001.

See Note 3 for discussion of operations discontinued during 2002 at which time the Company's remaining assets, except for certain furniture, fixtures and office equipment in its corporate offices, were sold or disposed of in connection with the cessation of the related operations.

Furniture, fixtures and office equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is five years. This represents the only remaining property and equipment as of December 31, 2002.

Note 5. Intangible Assets

The Company has the following Intangible Assets at December 31, 2002: a marketing database purchased from Genesis Health Tech, Inc. on June 28, 2002 and certain software technology licensed from Med Wireless, Inc. on August 21, 2002. The database is a comprehensive listing of healthcare providers in the U.S. and represents a valuable tool for phone, mail and direct marketing activities related to NuWay's new medical technology products. The technology licensed from Med Wireless relates to the movement of medical images and data over the Internet and via handheld wireless devices and is critical to the Company's new PRLS product as well as future products. No amortization was recorded for these intangible assets in 2002 as the Company did not begin to utilize the database nor generate sales of products derived from this technology until 2003.

F-18

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

Management has determined the value assigned to each of these intangibles based on the market price of the Company's common stock at the date of agreement of each transaction, as adjusted for applicable discounts. Based on additional analyses, these valuations have been adjusted from those values originally disclosed in the Company's quarterly report on Form 10-QSB for the period ended September 30, 2002. The database acquired has been valued based on the 666,667 shares issued and the closing market price on June 28, 2002 of $.45 per share, less a 15% discount for the restricted nature of the common stock issued, or $255,000. The license agreement has been valued based on the 6,600,000 shares of common stock issued, approximately 44% of the outstanding stock after issuance, and the closing market price on August 21, 2002 of $.60 per share. This value was reduced by a 25% discount relative to the restricted nature of the common stock issued and the inherent lack of marketability associated with the issuance of such a significant block. The value of the license agreement has been recorded as the sum of the stock issued for the license agreement valued at $2,970,000 and the note payable assumed of $1,120,000 (Note 12) or an aggregate $4,090,000.

During the quarter ended September 30, 2002, we had valued the marketing database at the fair market value of shares issued. On the date of issuance, the NASDAQ closing price for NuWay common stock was $.45 per share, resulting in a valuation of $300,000 for the 666,667 shares issued. Similarly, the license agreement was valued at the value of the assumed note ($1,120,000) plus $3,500,000, or $.53 per share, which was a discount of approximately 10% to the closing price of the stock on the date of issuance ($.60). The discount of 10% was applied to the value of the stock to reflect the restricted nature of the common stock issued and the inherent lack of marketability associated with the issuance of such a significant block. After discussions with valuation experts and our accountants, we decided to discount the value of the database and increase the discount on the license as described above.

The intangible assets will first be amortized when the product is available for general release to customers, which occurred during the first quarter of 2003. The annual amortization for the marketing database and the license agreement will be recorded using the straight-line method over the estimated economic life of the respective asset, initially estimated at 5 years for both intangible assets. Should the economic life in the future be determined to be less than initially expected the estimated life and resulting amortization will be adjusted prospectively.

Note 6. Stock, Stock Options and Warrants Issued for Services

At December 31, 2002, there were 2,636,000 of unrestricted shares scheduled to be issued January 2003 for services performed in 2002. Of this amount, 1,200,000 shares were issued to executive officers and the remaining balance was issued to various individuals for consulting, legal and accounting services. Compensation and consulting expense equal to the market value of the stock at the date of issuance totaling $645,000 was accrued in December 2002.

In December 2000, the board of directors authorized the issuance of 3,300,000 private five year stock warrants to acquire common stock at $1.75 per share. 1,500,000 of these warrants as well as 200,000 shares of restricted stock were issued to the executive officers. Compensation expense was recorded equal to the market value of the restricted stock, $350,000. The remaining warrants were issued to consultants and the executive officers for services and were valued at $1,991,700 using the Black-Scholes option pricing model using a 68.3% volatility factor and an interest-free interest factor of 5.8%. This amount was originally recorded as expense in December 2000. In February 2002, 3,000,000 of the 3,300,000 warrants issued in year 2000 were cancelled and $1,659,750 of expenses previously recorded in year 2000 was reversed in accordance with the provisions of Accounting Principles Board Opinion No. 25.

F-19

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

In August 2002, the Company issued a warrant to purchase 100,000 shares of common stock at $0.30 per share through February 23, 2004 to a former executive in connection with his resignation from the Company. The Company recorded compensation expense of $25,000 based on the difference between the exercise price and the market price at the date of issuance.

Note 7. Investment Banker Warrants

Effective June 5, 1998, the Company contracted with an investment banker to provide on a non-exclusive basis to the Company assistance in possible mergers, acquisitions and capital structuring. The duration of the contract is for five years. In consideration for these services, the Company granted warrants to purchase an aggregate of 225,000 shares of common stock at the closing bid price of $1.875 as of June 5, 1998, which can be exercised through June 5, 2003.

Effective February 8, 2000, the board of directors reduced the exercise price to $1.06, which was the closing price of the stock on that date. At December 31, 2002, these warrants have fully vested and are irrevocable.

Note 8. Stock Compensation Plans

1994 Stock Option Plan

On June 13, 1994, the board of directors adopted the 1994 Stock Option Plan in which the aggregate number of shares for which options may be granted under the Plan shall not exceed 1,000,000 shares. The term of each option shall not exceed ten years from the date of granting (five years for options granted to employees owning more than 10 percent of the outstanding shares of the voting stock of the Company). The 1994 Plan will terminate in June 2004, unless terminated earlier by action of the board of directors. In June 1999, the Company increased the shares allocated to the plan to 1,500,000.

At December 31, 2002 and 2001, the Company had options outstanding and exercisable as follows:

                                                      Number of Shares         Price Per Share
                                                      ------------------    ----------------------
Options Outstanding at January 1, 2001                          237,500             $1.00 - $1.75
Options Outstanding at December 31, 2001                        237,500             $1.00 - $1.75
Options Expired                                               (172,500)                     $1.00
                                                      ------------------
Options Outstanding at December 31, 2002                         65,000             $1.00 - $1.75
                                                                 ======

All outstanding stock options and warrants were fully exercisable at December
31, 2002. The following shows the years in which these options and warrants will
expire:

                                                                                        Employee Stock
                                                                Investment Banker        Options and
                                        Private Warrants             Warrants              Warrants
                                     ------------------------ ----------------------- -------------------
           Range of Prices                    $1.75                   $1.06            $0.30 to- $1.75
           ---------------

           To Expire in 2003                    -                    225,000                65,000
           To Expire in 2004                    -                       -                100,000 (1)
           To Expire in 2005                 300,000                    -                     -
           ------------------------- ------------------------ ----------------------- -------------------

(1) See note 6

F-20

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

2002 Consultant Equity Plan

In August of 2002, the board approved the formation of the 2002 Consultant Equity Plan designed to allow consultants to be compensated with shares of Company common stock for services provided to the Company. A total of 1,500,000 shares were registered under this plan in a Form S-8 filing made by the Company on August 8, 2002. This plan was amended by the Board in December 2002. A total of 3,500,000 additional shares were registered under this plan in a Form S-8 filing made by the Company on December 27, 2002. Approval of this plan was not submitted to the vote of the shareholders. Persons eligible to receive stock awards under this plan included "consultants" that provide bona fide consulting services to the Company, excluding any services incident to the raising of capital or promotion or maintenance of a market for the Company's securities. The plan is set to expire 10 years from its inception. The plan is administered by a plan committee of two or more members of the Board. The plan committee can award shares or options to purchase shares at a price in its discretion, so long as the price chosen is not less than 85% of the fair market value of the underlying shares as of the date of the grant.

From August 2002 through February 2003, the Company issued the 5,000,000 shares available under this plan to approximately 26 consultants, employees and directors. Part of this issuance was a grant of 1,000,000 shares to Mr. Dennis Calvert, president and CEO of the Company, as consideration for his services. Those 1,000,000 shares were issued in January of 2003, but were returned by Mr. Calvert to the Company that same month.

2003 Stock Compensation Plan

On February 14, 2003, the board of directors approved the Company's 2003 Stock Compensation Plan as a means of providing directors, key employees and consultants additional incentive to provide services to NuWay. Both stock options and stock grants may be made under this plan. The Plan sets aside up to 15,000,000 shares of the Company's common stock for these purposes, which were registered on a Form S-8 filing on February 27, 2003. Approval of this plan was not submitted to the vote of the shareholders. The Board administers this plan. The plan allows the Board to award grants of common shares or options to purchase common shares. The board has discretion to set the price of the options, but in no event shall that price be less than 100% of the fair market value of the shares at the time of the grant. The Board may at any time amend or terminate the plan. It does not expire on its terms.

During the months of February, March and April, 2003, the Company issued 9,764,688 shares to approximately 26 consultants, directors, and employees.

The board of directors approved a grant of 3,000,000 shares of stock pursuant to the Company's 2003 Stock Compensation Plan to Mr. Dennis Calvert, president and CEO of the Company, as consideration for his services. Those 3,000,000 shares were issued in March of 2003. The Board subsequently modified its directive to condition the issuance of shares for officers and directors on shareholder approval of the plans. Mr. Calvert returned those 3,000,000 shares to the Company.

Note 9. Convertible Debentures

In December 2000, the Company, through a private placement, issued $3,500,000 principal amount of 6 percent Convertible Debentures. These debentures were originally due June 13, 2001 and were subsequently extended to December 13, 2001. They are convertible into common stock at a price of $1.75 per share. The Company incurred approximately $64,500 of costs in regard to this private

F-21

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

placement and these debt issuance costs were amortized over the life of the debentures. Included as part of selling general and administrative expenses in the Statement of Operations for year 2001 is $64,500 of amortization of deferred debt issuance cost. The interest on the debentures is payable either in cash or shares of common stock, at the discretion of the Company. During 2001, $1,100,000 of the debentures plus accrued interest were converted into 666,283 shares. During 2002, $2,250,000 of the remaining debentures plus accrued interest were converted into 1,332,570 shares of common stock. The Company received a notice requesting conversion of the remaining $150,000 of debentures plus accrued interest in December 2002 and issued 96,006 shares of common stock in the first quarter of 2003. However, the individuals have not taken possession of the shares and have indicated they do not want to convert.

Note 10. Provision for Income Taxes

No amount has been provided for income taxes in the accompanying financial statements. At December 31, 2002 the Company had available unused net operating loss carryforwards which may provide future tax benefits of approximately $14,000,000. These carryforwards expire on various dates through the year 2022. These deferred tax assets have been subjected to a 100% valuation allowance as management is unable to determine that it is more likely than not that such will be realized.

Due to changes in the Company's ownership through various issuance of common stock during 2002 and continuing in 2003, the utilization of such net operating loss carryforwards may be subjected to annual limitations under provisions of the Internal Revenue Code. Such limitations could result in the permanent loss of a portion of the net operating loss carryforwards. The Company has not yet evaluated the status of its net operating loss carryforwards and may not do so until such time as the Company expects operating profits.

Note 11. Commitments and Contingencies

a) Litigation

The Company is a defendant from time to time in litigation arising out of the normal course of its business, none of which are expected to have a material adverse effect on its business, operations, financial position or corporate liquidity.

During 2002, Ms. Geraldine Lyons, the Company's former Chief Financial Officer, sued the Company for breach of her employment contract. The lawsuit is venued in the Circuit Court of the 11th Judicial Circuit in Miami-Dade County in the state of Florida and was initiated by the filing of the complaint in June-2002. The principal parties in the case are Ms. Lyons, the Company, and the Company's former president Todd Sanders. The amount at issue in her affirmative claim is the sum of approximately $25,000 due under the contract, and the issuance of 100,000 shares of common stock, with a guarantee that the stock could be sold by Ms. Lyons for $300,000. Ms. Lyons alleges that additional funds are due under her employment contract; that the contract requires the Company guarantee that she can sell for $300,000 the 100,000 shares of stock the Company is required to issue her; and, that Mr. Sanders promised to purchase from her 100,000 shares of Company common stock held by her at the price of $4.00 per share. The Company has counter-sued Ms. Lyons for breach of fiduciary duty, fraud, violation of section 12(a)(2) of the 1933 Securities Act, violation of section 517.301 of the Florida Statutes, negligent misrepresentation, conversion, and unjust enrichment resulting from the required restatement of the Company's financial statements for the years ended December 31, 2000 and December 31, 1999. The restatements

F-22

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

corrected the previous omission of certain material expenses related primarily to compensation expense arising from warrants issued and repriced stock options, as well as other errors. The case is ongoing at this time. The Company intends to vigorously defend its actions and pursue its affirmative claims to the fullest extent possible. Management does not expect that this case will have a material adverse effect on the Company's financial position.

In December 2002, the Company settled an outstanding lawsuit filed by Devenshire Management Corp., a company owned by NuWay's former president Todd Sanders. The settlement involved no payment of cash by the Company, and resolved all issues relating to the Company's obligation to remove restrictive legends from stock owned by Devenshire. As part of this settlement the Company agreed to defend, but not indemnify, Mr. Sanders in the Lyons lawsuit described immediately above.

b) Employment Agreements

In January 1997, the Company entered into a five year employment agreement with Lloyd Lyons, which provided in part that in the event of either a merger, consolidation, sale or conveyance of substantially all the assets of the Company which resulted in the discharge of Mr. Lyons, he would be entitled to 200 percent of the balance of payments remaining under the contract. The contract provided salary continuation for a period of two years after his death. In January 2000, Mr. Lyons passed away and effective August 2, 2000 the Company amended its employment contract with his widow and primary beneficiary of his estate, whereby the salary continuation clause included in his contract was replaced with a severance arrangement that requires the Company to pay Mrs. Lyons $100,000 over a one year period commencing on the first month following the termination of her employment with the Company. Furthermore, upon her termination she is to receive 100,000 shares of common stock pursuant to an amendment to her employment agreement. The amended employment agreement will obligate the Company to register these shares and reimburse her for the difference in the gross proceeds upon the sale of such shares and $300,000, regardless of the time she holds such shares. Effective October 29, 2001 Mrs. Lyons tendered her resignation and based upon the terms of her severance agreement, expenses of $350,000 had been recorded of which $308,000 is included in accounts payable and accrued expenses at December 31, 2002.

In January 2000 the Company entered into employment contracts with two additional individuals, both for the duration of two years and provides that The Company be obligated for an aggregate compensation of $115,000 in year 2000 and $126,500 in year 2001. Effective August 2, 2000 both of these employment contracts were amended so that, upon the termination of employment of these individuals, they would receive nine months continuation of compensation and 35,000 shares of common stock. The Company has agreed to reimburse the respective employees the difference between the gross proceeds they receive upon sale of the stock and $105,000, regardless of the term the employees hold such shares.

In December of 2002, The Company entered into a five-year employment agreement with the Company's current president, Dennis Calvert. His agreement calls for a base monthly income of $14,000 plus performance bonuses and employee related benefits. He serves as president, Chief Executive Officer, Interim CFO and Chairman of the Board.

In March 2003, the Company entered into a five-year employment agreement with. Joseph Provenzano serves the Company as Secretary, Board Member and Senior Executive reporting to Mr. Calvert. His agreement calls for him to receive not less than $10,900 per month in salary plus incentive bonuses, stock ownership participation and employee related benefits. At the Company's discretion, the Company may choose to pay up to $4,900 of this monthly salary with stock in lieu of cash.

c) Lease Commitment

The Company is obligated on a month-to-month office lease at its California facility. This lease requires monthly rentals of $7,850. All other leases are of

F-23

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

short duration or are on a month-to-month arrangement. Rent expense for each of the years ended December 31, 2002 and 2001 was approximately $96,560 and $192,500, respectively.

d) Stock-Based Commitments

The Company currently utilizes the services of a number of consultants who are compensated with shares of common stock. While each agreement can generally be terminated with a 15 day notice, the Company may be obligated to issue additional shares to the consultants. (Note 12).

Note 12. Subsequent Events

Issuance of S-8 shares: From January 1, 2003 through May 12, 2003, the Company issued a total of 14,273,419 shares of common stock to officers and consultants for services performed. Of this total 12,464,913 have been registered under a stock compensation plan as filed on Form S-8, while the balance, 1,808,506 shares were unregistered and are restricted in trading. Of the total issued in 2003 to date, 2,743,590 relate to services performed in 2002 and 11,529,829 relate to 2003. The effect of the majority of shares issued for 2002 services in 2003 was accrued in the Company's financial statements for the year ending December 31, 2002. Not included in the number of shares issued are 3,000,000 shares issued to the Company's president, Dennis Calvert which have been returned to the Company pending shareholder approval at the annual meeting of shareholders expected to be held in the third quarter of 2003.

Sale of Preferred Stock and Warrants: During the first quarter 2003, the Company entered into two Convertible Preferred Stock and Warrant Purchase Agreements whereby the Company sold 338,022 shares of a new Convertible Preferred Series A Stock, par value $.00067, for a total consideration of $169,011. Each share of the Preferred Series A stock is convertible into one share of NuWay common stock. In addition, each share of preferred sold entitles the purchaser to one warrant to purchase one share of common stock at a price of $.20 per share. The Preferred may be converted by the holder at any time after six months from the purchase date and the warrant is exercisable for a period of three years from the purchase date. The Company received an additional $90,650 from the sale of an additional 181,300 shares in April 2003.

Addition of Board Members: On March 26, 2003, the Company added Steve Harrison to its board of directors as an independent director as defined by the Sarbanes-Oxley Act. Of 2002 While NASDAQ has issued a determination that Mr. Harrison does not meet the definition of an "independent director" as set forth in Nasdaq Marketplace Rules, the Board is of the opinion that no relationship of Mr. Harrison, either past or present, would interfere with his exercise of independent judgment in carrying out the responsibilities of a director. This issue is scheduled for discussion at the NASDAQ hearing on May 16, 2003.On May 9, 2003 Mr. Gary Cox was elected to the board of directors subject to conclusion of appropriate background checks.

New Millennium Capital Partners, LLC purchase of 4,182,107 shares and an outstanding note of $1,120,000:

New Millennium Capital Partners, LLC, a Nevada limited liability company partially owned and controlled by Dennis Calvert and his family as an investment vehicle was formed in 1999. No individual, entity or party (s) associated with NuWay or NuWay's business has ever had any ownership interest in New Millennium and it is an independent company. New Millennium purchased a promissory note

F-24

NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

held by Summitt Ventures, Inc. and also purchased an aggregate of 4,182,107 shares of the Company's common stock from Camden Holdings and Summitt Healthcare in exchange for $900,000, payable in the form of a promissory note. The share certificates representing these shares were delivered to Mr. Calvert on April 9, 2003. This note is secured by the shares of common stock of the Company sold in the transaction and is further secured by common stock of the Company held by Mr. Calvert. Mark Anderson, a principal of those companies, conditioned the purchase by New Millennium on the Company converting the promissory note to common stock. The conversion of the note held by New Millennium is a matter to be brought before the NuWay shareholders during the third quarter of 2003.

New Millennium Capital Partners, LLC's Conversion of $1,120,000 to Stock

On March 26, 2003, the board of directors of the Company approved the conversion of a promissory note in the face amount of $1,120,000 held by New Millennium Capital Partners, LLC, a Nevada limited liability company controlled by Dennis Calvert, into common stock of NuWay Medical. To effect the conversion, the Board approved the issuance of 22,400,000 shares of common stock to New Millennium, but did not obtain shareholder approved of this issuance. The issuance constituted more than 20% of the Company's then outstanding shares of 32,370,911.

On April 10, 2003, the Company filed a Form 8-K reporting a change in control of the Company. The Company did not issue share certificates to New Millennium. On April 21, 2003, the Board determined that the Company should wait to convert the note and issue shares to Mr. Calvert until shareholders had approved the transaction. New Millennium has agreed to extend the terms of the note 60 days, from June 15, 2003 to August 15, 2003 to allow sufficient time to obtain a shareholder vote. On April 30, 2003, the Company filed an amendment to its Form 8-K to reflect these developments, except that New Millennium has extended the note an additional 30 days. The Company plans to hold a shareholder meeting in the third quarter to obtain shareholder approval of the issuance of shares.

F-25

EXHIBITS FILED WITH THIS REPORT

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Index of exhibits as required by Item 601 of Regulation S-B.

     Exhibit No.      Description of Exhibit
     ------------     -----------------------


3.1      Certificate of Amendment of Articles of Incorporation

3.2      Certificate of Amendment of Articles of Incorporation

3.3      Certificate of Incorporation (1)

3.4      Certificate of Merger merging Repossession Auction, Inc. (Florida corporation) and Repossession, Inc. (Delaware
                  corporation) (1)

3.5      Bylaws,  as amended and restated

4.3      Form of publicly traded Warrant Agreement (1)

4.4      Form of private warrant dated December 12, 2000 (1)

4.5      Form of 6% Convertible Debenture dated December 14, 2000 (1)

10.1     Form of Employment Agreement between the Company and Todd Sanders dated March 2001 (1)

10.2     Form of Employment Agreement between the Company and William Bossung dated March 2001 (1)

10.3     Form of Employment Agreement between the Company and Dennis Calvert dated December 11, 2002

10.4     Form of Employment Agreement between the Company and Joseph Provenzano dated March 1, 2003.

10.5     Joint Venture Agreement between the Company and Rasheed & Associates dated December 1, 2002.

10.6     Lease between the Company and BJP Properties Inc. dated September 15, 2002 for the premises located at 23461 South Pointe
                  Drive, Suite 200, Laguna Hills, California.

10.7     2002 Consultant Equity Plan filed under form S-8 on August 8, 2002, as amended on December 27, 2002. (2)

10.8     Form of Convertible Debenture Purchase Agreement dated December 14, 2001 (1)

10.9     1994 Stock Option Plan (1)

10.10    Asset Purchase Agreement by and among the Company, Camden Holdings and Genesis Health Tech, dated June 28, 2002.

10.11    License Agreement with Med Wireless Inc. dated August 21, 2002.

10.11a   Amendment to License Agreement with Med Wireless Inc. dated September 18, 2002

10.12    Stock and Asset Purchase Agreement by and among the Company and Summit Oil & Gas, Inc. dated December 15, 2002.

10.13    Stock and Asset Purchase Agreement by and among the Company and Casino Ventures Partners dated December 15, 2002.

10.14    Asset Purchase Agreement by and Between New Millennium Capital Partners, LLC, Camden Holdings, Inc., Summit Healthcare,
                  Inc., Summitt Ventures, Inc., and Mark Anderson dated December 31, 2002.

10.15    Secured Promissory Note in the face amount of $1,120,000 (3)

10.16    Secured Term Promissory Note in the face amount of $900,000 (3)

20.1     Def 14c filed  September 23, 2002 regarding  shareholder  consents Def
         14c filed  September 23, 2002 regarding  shareholder  consent Def A14a
         filed February 25, 2002  regarding  proxy  solicitation  Def 14a filed
         February 5, 2002 regarding proxy solicitation

21.1     List of Subsidiaries of the Registrant

99.1     Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
         906 of the Sarbanes-Oxley Act of 2002
--------------------------------

(1) Incorporated herein by reference from the 10-KSB filed by the Company for the year ended December 31, 2001.

(2) Incorporated herein by reference from the Form S-8 filed by the Company on August 8, 2002, and amended on Form S-8 filed by the Company on December 27, 2002.


(3) Incorporated herein by reference from the Form 8K filed by the Company on May 1, 2003.

(b) Reports on Form 8-K

1/29/02 Changes in Registrant's Certifying Accountant 2/22/02 Other Events
3/6/02 Other Events
3/8/02 Changes in Registrant's Certifying Accountant 3/12/02 Changes in Registrant's Certifying Accountant 5/6/02 Financial Statements and Exhibits 9/20/02 Other Events


EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF
CERTTIFICATE OF INCORPORATION
OF
NUWAY MEDICAL INC.

Pursuant to Section 242 of the Delaware
General Corporation Law

NuWay Medical Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies
as follows:

FIRST: The Corporation's original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 19, 1991.

SECOND: That the Board of Directors of the Corporation approved by unanimous written consent, filed with the minutes of the Board on July 19, 2002, and duly adopted a resolution authorizing and directing (i) the creation of Class A Preferred Stock, and increasing the number of shares of said Class A Preferred Stock from -0- to 25,000,000 (twenty five million) and (ii) increasing the number of shares for it's Common Stock (single class) from 15,000,000 to 100,000,000 (one hundred million) shares, each action done in accordance with the provisions of section 151 of the General Corporation Law of the State of Delaware. This action by the Board is referred to herein as the "Authorized Shares Amendment".

THIRD: That on August 12, 2002, pursuant to Delaware General Corporation law sections 242 and 222, a majority of the Corporation's stockholders approved the Authorized Shares Amendment, and issued and approved a Consent documenting said approval.

FOURTH: The Certificate of Incorporation of the Corporation be, and it hereby is, amended to include a second class of stock designated as "Preferred Stock". The class of stock designated in the initial Certificate of Incorporation shall be designed [sic] as "Common Stock." The total number of shares of capital stock which the Corporation is authorized to issue is 125,000,000 shares, 100,000,000 shares of which shall be Common Stock, and 25,000,000 shares shall be Preferred Stock all with a par value of .00067.

IN WITNESS WHEREOF, said Nuway Medical Inc. has caused this certificate to be signed by Dennis Calvert its President, this 26th Day of December 2002.

/s/
Signed  ______________________________
Dennis  Calvert  President
Nuway  Medical  Inc.

STATE  OF  DELAWARE
SECRETARY  OF  STATE
DIVISION  OF  CORPORATIONS
FILED  7:30  PM  12/26/2002

0208008980-02274303


EXHIBIT 3.2

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:000 AM 10/30/2002
020676336 - 02274303

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTTIFICATE OF INCORPORATION
OF
NUWAY ENERGY, INC.

Resolved, that the meeting of the Board of Directors of NuWay Energy, Inc. was duly held and that the following actions were approved by the Board of Directors of the Company:

Resolved, that the name of the company NuWay Energy, Inc. will be changed to the name NuWay Medical Inc.

Further resolved, that this amendment to the certificate of incorporation is hereby amended to provide for this name change effective the date of this resolution.

Further resolved, that pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice and in accordance with Section 222 of the General Corporate Law of the State of Delaware at which meeting the necessary shares as required by statue [sic] were voted in favor of this amendment.

That this amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

Director

/s/
______________________________
BY: Joe Provenzano
It's Authorized Agent


EXHIBIT 3.5

AMENDED AND RESTATED BY-LAWS
OF
NUWAY ENERGY, INC.

A DELAWARE CORPORATION

SEPTEMBER 18, 2002


ARTICLE I
STOCKHOLDERS

SECTION 1.1 ANNUAL MEETING.

An annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year at such date, time, and place, either within or without the State of Delaware, as may be specified by the Board of Directors.

SECTION 1.2 SPECIAL MEETINGS.

Special meetings of stockholders for any purpose or purposes may be held at any time upon call of the Chairman of the Board, if any, the President, or a majority of the Board of Directors, at such time and place either within or without the State of Delaware as may be stated in the notice. A special meeting of stockholders shall be called by the President upon the written request of stockholders who together own of record a majority of the outstanding stock of all classes entitled to vote at such meetings, stating the time, place, and the purpose or purposes of the meeting.

SECTION 1.3 NOTICE OF MEETINGS.

Written notice of stockholders meetings, stating the place, date, and hour thereof, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Chairman of the Board, if any, the President, any Vice President, the Secretary, or an Assistant Secretary, to each stockholder entitled to vote thereat at least ten days but not more than sixty days before the date of the meeting, unless a different period is prescribed by law.

SECTION 1.4 QUORUM.

Except as otherwise provided by law or in the Certificate of Incorporation or these By-Laws, at any meeting of stockholders, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business. In the absence of a quorum, a majority in interest of the stockholders present who are entitled at the time to vote or the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 1.5 of these By-Laws until a quorum shall attend.


SECTION 1.5 ADJOURNMENT.

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 1.6 ORGANIZATION.

The Chairman of the Board, if any, or in his or her absence the President, or in their absence any Vice-President, shall call to order meetings of stockholders and shall act as chairman of such meetings. The Board of Directors or, if the Board fails to act, the stockholders may appoint any stockholder, director, or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President, and all Vice Presidents.

The Secretary of the Corporation shall act as secretary of all meetings of stockholders, but, in the absence of the Secretary, the chairman of the meeting may appoint any other person to act as secretary of the meeting.

SECTION 1.7 VOTING.

At all meetings of the stockholders, each stockholder shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such stockholder of record on the record date for the meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the Certificate of Incorporation or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 1.8 ACTION WITHOUT MEETING.

Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.


ARTICLE II
BOARD OF DIRECTORS

SECTION 2.1 NUMBER AND TERM OF OFFICE.

The business, property, and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The number of directors of the Corporation shall be not less than two (2) and not more than seven (7); provided however, that the Board, by resolution adopted by vote of a majority of the then authorized number of directors, may increase or decrease the number of directors. Except as provided in Section 4.3 below, the directors shall be elected by the holders of shares entitled to vote thereon at the annual meeting of stockholders, and each shall serve (subject to the provisions of Article IV) until the next succeeding annual meeting of shareholders and until his or her respective successor has been elected and qualified.

SECTION 2.2 CHAIRMAN OF THE BOARD.

The directors may elect one of their members to be Chairman of the Board of Directors. The Chairman shall be subject to the control of and may be removed by the Board of Directors. He or she shall perform such duties as may from time to time be assigned to him by the Board of Directors.

SECTION 2.3 MEETINGS.

Annual meetings of the Board of Directors shall take place immediately following each annual meeting of the stockholders. Other regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board. Regular meetings may be called upon a minimum of five (5) days prior notice.

Special meetings of the Board of Directors shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the Chairman of the Board, if any, the President, or by any member of the Board of Directors then in office. Notice of any special meeting of the Board of Directors shall be given at least one (1) day prior to the meeting, either in writing or by telephone if confirmed promptly in writing, to each director at the address shown for such director on the records of the Corporation.

SECTION 2.4 QUORUM AND ORGANIZATION OF MEETINGS.

A majority of the total number of members of the Board of Directors as constituted from time to time shall constitute a quorum for the transaction of business, but, if at any meeting of the Board of Directors (whether or not adjourned from a previous meeting) there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time and place, and the meeting may be held as adjourned without further notice or waiver. Except as otherwise provided by law or in the Certificate of Incorporation or these By-Laws, a majority of the directors present at any meeting at which a quorum is present may decide any question brought before such meeting. Meetings shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in the absence of both by such other person as the directors may select. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

SECTION 2.5 COMMITTEES.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member, provided that the director so appointed meets any qualifications stated in the resolution designating the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business, property, and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Unless otherwise provided in the resolution designating a committee, a majority of all of the members of any such committee may select its chairman, fix its rules and procedures, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given. All action taken by committee shall be recorded in minutes of the meetings.

SECTION 2.6 ACTION WITHOUT MEETING.

Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 2.7 TELEPHONE MEETINGS.

Nothing contained in these By-Laws shall be deemed to restrict the power of members of the Board of Directors, or any committee designated by the Board, to participate in a meeting of the Board, or committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.


ARTICLE III
OFFICERS

SECTION 3.1 EXECUTIVE OFFICERS.

The executive officers of the Corporation shall be a Chief Executive Officer, a President, a Treasurer/Chief Financial Officer and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect or appoint such other officers (including a Chairman of the Board and/or a Vice Chairman of the Board from among the members of the Board of Directors, one or more Vice Presidents, a Controller and/or one or more Assistant Treasurers and/or Assistant Secretaries) as it may deem necessary or desirable. Each officer shall hold office for such term as may be prescribed by the Board of Directors from time to time. Any person may hold at one time two or more offices.

SECTION 3.2 TERM OF OFFICE.

The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

SECTION 3.3 POWERS AND DUTIES.

(A) CHAIRMAN OF THE BOARD. The Chairman of the Board, when elected, shall preside at meetings of stockholders and shall have such other functions, authority and duties as may be prescribed by the Board of Directors.

(B) PRESIDENT (CHIEF EXECUTIVE OFFICER). The President shall be the Chief Executive Officer of the Corporation and shall have general supervision, direction and control of the business and affairs of the Corporation, subject to the control of the Board of Directors, and shall have such other functions, authority and duties as may be prescribed by the Board of Directors. The Board may divide and allocate the functions, authority and duties of the President amongst the President and/or the Chief Executive Officer.

(C) VICE PRESIDENT. Each Vice President shall perform such duties and have such other powers as may from time to time be prescribed by the Board of Directors.

(D) SECRETARY. The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary or, in the absence of the Secretary, any Assistant Secretary, shall have authority to affix the seal to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.

(E) ASSISTANT SECRETARY. The Assistant Secretary, or, if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

(F) TREASURER/CHIEF FINANCIAL OFFICER. The Treasurer shall be the Chief Financial Officer and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requests, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors.

(G) ASSISTANT TREASURER. The Assistant Treasurer or Assistant Treasurers, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

(H) OTHER OFFICERS. Any officer who is elected or appointed from time to time by the Board of Directors and whose duties are not specified in these By-laws shall perform such duties and have such powers as may be prescribed from time to time by the Board of Directors.

ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES

SECTION 4.1 RESIGNATIONS.

Any director or officer of the Corporation, or any member of any committee, may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time not be specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.2 REMOVALS.

The Board of Directors, by a vote of not less than a majority of the entire Board, at any meeting thereof, or by written consent, at any time, may, to the extent permitted by law, remove with or without cause from office or terminate the employment of any officer or member of any committee and may, with or without cause, disband any committee. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares entitled at the time to vote at an election of directors.

SECTION 4.3 VACANCIES.

Any vacancy in the office of any director or officers through death, resignation, removal, disqualification, or other cause, and any additional directorship resulting from an increase in the number of directors, may be filled at any time by a majority of the directors then in office (even though less than a quorum remains) or, in the case of any vacancy in the office of any director, by the stockholders who are at the time entitled to vote at an election of directors, and, subject to the provisions of this Article IV, the person so chosen shall hold office until his or her successor shall have been elected and qualified; or, if the person so chosen is a director elected to fill a vacancy, he or she shall (subject to the provision of this Article IV) hold office for the unexpired term of his or her predecessor.

ARTICLE V
CERTIFICATES REPRESENTING SHARES

SECTION 5.1 STOCK CERTIFICATES.

The certificates for shares of the capital stock of the Corporation shall be in such form as shall be prescribed by law and approved, from time to time, by the Board of Directors. The certificates shall be signed by or in the name of the Corporation by the Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.


SECTION 5.2 TRANSFER OF SHARES.

Shares of the capital stock of the Corporation may be transferred on the books of the Corporation only by the holder of such shares or by his, her or its duly authorized attorney, upon the surrender to the Corporation or its transfer agent of the certificate representing such stock, properly endorsed.

SECTION 5.3 FIXING RECORD DATE.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which, unless otherwise provided by law, shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

SECTION 5.4 LOST CERTIFICATES.

The Board of Directors or any transfer agent of the Corporation may direct a new certificate or certificates representing stock of the Corporation to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors (or any transfer agent of the Corporation authorized to do so by resolution of the Board of Directors) may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his, her or its legal representative, to give the Corporation a bond in such sum as the Board of Directors (or any transfer agent so authorized) shall direct to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificates, and such requirement may be general or confined to specific instances.

SECTION 5.5 REGULATIONS.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, cancellation, and replacement of certificates representing stock of the Corporation.


ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

SECTION 6.1 THIRD PARTY ACTIONS.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation), against expenses (including attorneys' fees), judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, the Corporation shall be required to indemnify an officer or director in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit, including all appeals, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation), against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. Notwithstanding the foregoing, the Corporation shall be required to indemnify an officer or director in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors.

SECTION 6.3 INDEMNITY IF SUCCESSFUL.

To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 6.4 STANDARD OF CONDUCT.

Except in a situation governed by Section 6.3 of this Article, any indemnification under Sections 6.1 or 6.2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 6.1 or 6.2, as applicable, of this Article. Such determination shall be made (i) by a majority vote of directors acting at a meeting at which a quorum consisting of directors who were not parties to such action, suit or proceeding is present, or (ii) by independent legal counsel in a written opinion if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, or (iii) by the stockholders. The determination required by clauses
(i) and (ii) of this Section 6.4 may in either event be made by written consent of the majority required by each clause.

SECTION 6.5 EXPENSES.

Expenses (including attorneys' fees) of each officer and director hereunder indemnified actually and reasonably incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding or threat thereof shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys' fees) incurred by employees and agents may be so paid upon the receipt of the aforesaid undertaking and such terms and conditions, if any, as the Board of Directors deems appropriate.

SECTION 6.6 NONEXCLUSIVITY.

The indemnification and advancement of expenses provided by, or granted pursuant to, other Sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may now or hereafter be entitled under any law, by law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 6.7 INSURANCE.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of Delaware law.

SECTION 6.8 DEFINITIONS.

For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify any or all of its directors, officers, employees and agents, so that any person who was a director, officer, employee or agent of such constituent corporation, or was serving at the request of such constituent corporation in any other capacity, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have had with respect to such constituent corporation if its separate existence had continued as such corporation was constituted immediately prior to such merger.

For purposes of this Article, references to "other capacities" shall include serving as a trustee or agent for any employee benefit plan; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

SECTION 6. 9 SEVERABILITY.

If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed to effectuate the provisions hereof, and the invalidity of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.


SECTION 6.10 AMENDMENT.

The right to indemnification conferred by this Article shall be deemed to be a contract between the Corporation and each person referred to therein until amended or repealed, but no amendment to or repeal of these provisions shall apply to or have any effect on the right to indemnification of any person with respect to any liability or alleged liability of such person for or with respect to any act or omission of such person occurring prior to such amendment or repeal.

ARTICLE VII
MISCELLANEOUS

SECTION 7.1 CORPORATE SEAL.

The corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved from time to time by the Board of Directors.

SECTION 7.2 FISCAL YEAR.

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 7.3 NOTICES AND WAIVERS THEREOF.

Whenever any notice is required by law, the Certificate of Incorporation, or these By-Laws to be given to any stockholder, director, or officer, such notice, except as otherwise provided by law, may be given personally, or by mail, or, in the case of directors or officers, by telegram, cable, or facsimile (provided confirmation of the facsimile is received), addressed to such address as appears on the books of the Corporation. Any notice given by telegram, cable, or facsimile shall be deemed to have been given when it shall have been delivered for transmission and any notice given by mail shall be deemed to have been given when it shall have been deposited in the United States mail with postage thereon prepaid. Whenever any notice is required to be given by law, the Certificate of Incorporation, or these By-Laws, a written waiver thereof, signed by the person entitled to such notice, whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the full extent permitted by law.

SECTION 7.4 STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.

Unless otherwise ordered by the Board of Directors, the President, the Secretary, and such attorneys or agents of the Corporation as may be from time to time authorized by the Board of Directors or the President, shall have full power and authority on behalf of this Corporation to attend and to act and vote in person or by proxy at any meeting of the holders of securities of any corporation or other entity in which this Corporation may own or hold shares or other securities, and at such meetings shall possess and may exercise all the rights and powers incident to the ownership of such shares or other securities which this Corporation, as the owner or holder thereof, might have possessed and exercised if present. The President, the Secretary, or such attorneys or agents, may also execute and deliver on behalf of the Corporation power of attorney, proxies, consents, waivers, and other instruments relating to the shares or securities owned or held by this Corporation.

ARTICLE VII
AMENDMENTS

The holder of shares entitled at the time to vote for the election of directors shall have the power to adopt, amend, or repeal the By-Laws of the Corporation by a vote of not less than a majority of such shares, and except as otherwise provided by law, the Board of Directors shall have the power equal in all respects to that of the stockholders to adopt amend, or repeal the By-Laws by a vote of not less than a majority of the entire Board. However, any By-Law adopted by the Board of Directors may be amended or repealed by a vote of the holders of a majority of the shares entitled at the time to vote for the election of directors.


CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly appointed and acting Secretary of NuWay Energy, Inc., a Delaware corporation; and

2. That the foregoing Amended and Restated By-Laws constitute the Amended and Restated By-Laws of said Corporation as duly adopted by action of the Board of Directors as of September 18, 2002.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation as of this 18th day of September, 2002.


Dennis Calvert Secretary

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into as of December 11, 2002 (the "EFFECTIVE Date"), by and between NuWay Medical, Inc., a Delaware corporation ("COMPANY"), whose address is 23461 South Pointe Drive, Suite 200, Laguna Hills, California 92653, and Dennis Calvert ("EXECUTIVE"), an individual with reference to the following:

A. Executive has certain skills and abilities in the business in which Company engages.

B. Company wishes to employ Executive, and Executive wishes to accept employment with Company, all on the terms and subject to the conditions set forth in this Agreement.

Accordingly, the parties agree as follows:

1. EFFECTIVE DATE AND TERM. Unless sooner terminated as provided in this Agreement, including as a result of Company's early termination of this Agreement as provided in SECTION 4 below, Company shall employ Executive for a term commencing on the Effective Date and expiring on the Fifth anniversary of the Effective Date (the "EXPIRATION DATE"). This Agreement shall in all respects terminate on the Expiration Date, except for those obligations of either party that are expressly stated to continue after such time. The period beginning on the Effective Date and ending on the date Executive's employment under this Agreement actually terminates is referred to as the "TERM."

2. POSITION AND DUTIES.

2.1 GENERAL DUTIES. Executive shall serve Company as its President and Chief Executive Officer, and in such capacity shall be Company's most senior executive officer, as well as Chairman of the Board of Directors. Executive's duties shall be those, which are consistent with such titles. In carrying out his duties, Executive shall use Executive's best efforts, skills, judgment and abilities, and shall at all times promote Company's interests and perform and discharge well and faithfully those duties. Executive shall report directly to Company's Board of Directors. In acting on Company's behalf, Executive shall observe and be governed by all of Company's rules and policies.


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Employment Agreement 12-02
2.2 FULL TIME EMPLOYMENT. At all times during the Term, Executive shall devote Executive's business time, attention and energies to Company's business, and shall furnish services for Company and for its subsidiaries, affiliates and divisions. During the Term, Executive shall not engage in any activity that would materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement or which could reasonably be expected to be competitive with or adverse to the business of Company or any of its subsidiaries, affiliates or divisions.

2.3 PLACE OF PERFORMANCE. In connection with Executive's employment under this Agreement, Executive shall be based at Company's office located in Laguna Hills, California.

3. COMPENSATION.

3.1 "COMPENSATION". "COMPENSATION" means the Base Salary (as defined below) and any bonus that Company is required to provide to Executive pursuant to this
SECTION 3.

3.2 BASE SALARY. Commencing on the Effective Date, Executive shall receive a base salary (as may be adjusted from time to time, the "BASE SALARY") of $14,000 per month. Company, acting in its sole and absolute discretion, may increase, but not decrease, the Base Salary.

3.3 BONUS. Executive shall be eligible to receive a performance bonus in an amount determined as the greater of the following: 3.3.1 As determined by the Board of Directors or, 3.3.2 By performance review by the Board of Directors measuring stated goals and accomplishments and by assigning a rating of 1 to 10, with 10 being highest. If this method is used, then the rating determined by the Board, during the first 60 days of the first calendar quarter of each year, for the prior calendar years work, shall be applied to the then current base salary, annualized, multiplied by 10%, and shall be payable to Executive, on or before the 120th day of the calendar quarter, in cash.

3.3.3 An amount equal to 3% of the increase in the Company's market capitalization from beginning of the year to the end of that same year.

3.4 BENEFITS. Executive shall be eligible to receive such other benefits, if any, as Company may, in its sole and absolute discretion, grant to Executive, but shall include the following: 3.4.1 Heath Insurance Premium Payments for Executive's Family Coverage 3.4.2 Car Allowance of $800 per month 3.4.3 Paid Vacation of not less than 4 weeks per year and an additional 2 weeks for each year of service. 3.4.4 Life insurance for the benefit of his estate, equal to 3 times his annual salary and disability insurance.

3.4.5 Participation in the Company's stock option plan as determined by the Plan Committee.

3.5 EXPENSES. Company shall reimburse Executive for all reasonable and ordinary expenses that Executive incurs or pays during the Term in performing Executive's services under this Agreement. Company shall, however, be required to make any such reimbursement only after Executive presents appropriate expense statements, vouchers or such other supporting information in accordance with Company's reimbursement policies, as Company may modify from time to time. In the event of a dispute over any business expense reimbursement, Company shall be obligated to notify Executive of any dispute, within 3 months of any reimbursement, or the expense shall be so classified.

3.6 PAYMENT OF COMPENSATION. All Compensation and other amounts payable to Executive under this Agreement, whether for a period during or after the Term, shall be paid in such installments and on such schedule as Company may from time to time implement for general payroll purposes, provided that the Base Salary shall be paid at least monthly. Any Base Salary required to be paid to Executive upon a termination of Executive's employment in excess of amounts accrued through the Date of Termination (as defined below) shall be paid in the same manner that Base Salary is paid during the Term, but not more than 30 days from the Date of Termination. Any payments made by the Company shall be deemed to be applied to base compensation or bonus payments as the case may be and any payments made prior to the effective date of this Agreement shall not be applied to any calculations called for in this Agreement.

4. TERMINATION AND COMPENSATION UPON TERMINATION.

4.1 DEFINITIONS.

4.1.1 "DATE OF TERMINATION" has the following meaning: (a) in the case of a termination of Executive's employment pursuant to this Agreement due to Executive's death or Disability (as defined below), the date Executive dies or the time it is determined that Executive has suffered a Disability, as applicable; and (b) in the case of any other termination of Executive's employment pursuant to this Agreement, the date specified for termination of Executive's employment in the Notice of Termination (as defined below), provided that the date specified shall be no earlier than the time the Notice of Termination is delivered.

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4.1.2 "NOTICE OF TERMINATION" means a written document delivered by the party terminating this Agreement to the other party that specifies (i) the section of this Agreement pursuant to which termination is being made and (ii) the effective date of the termination.

4.2 EFFECTIVENESS OF TERMINATION. Any early termination of Executive's employment, for any reason, shall be effective upon the Date of Termination. Upon the Date of Termination, this Agreement shall forever terminate, subject to
SECTION 4.9.2.

4.3 DEATH. Upon Executive's death, this Agreement shall automatically forever terminate.

4.4 DISABILITY. If Executive is unable to perform Executive's duties under this Agreement by reason of Disability, Company may, acting in its sole and absolute discretion, terminate Executive's employment under this Agreement by delivery to Executive of a Notice of Termination. For purposes of this Agreement, "DISABILITY" means Executive's physical or mental incapacity or illness rendering Executive unable to perform Executive's duties under this Agreement on a long-term basis (i) as evidenced by Executive's failure or inability to perform Executive's duties under this Agreement for a total of 120 days in any 360 day period, or (ii) as determined by an independent physician whom Company selects.

4.5 TERMINATION BY COMPANY WITHOUT CAUSE. Company may, acting in its sole and absolute discretion, at any time terminate Executive's employment under this Agreement, with or without prior notice, with or without cause, or for any reason whatsoever or for no reason, by delivering to Executive a Notice of Termination.

4.6 TERMINATION FOR CAUSE. Company may at any time terminate Executive's employment for Cause (as defined below) by delivery to Executive a Notice of Termination. For purposes of this Agreement, "CAUSE" means that the Company, reasonably and in good faith, forms the belief that Executive has (i) committed any act or omission constituting a material breach of this Agreement; (ii) engaged in gross negligence or willful misconduct in connection with the Company's business; (iii) been convicted of, or plead guilty or nolo contendre in connection with, fraud or any crime that constitutes a felony or that involves moral turpitude or theft; (iv) resigned from this employment for any reason other than Company's material breach of this Agreement (v) undertaken any act injurious to the Company's business, including insubordination or failure to follow a directive of any of Executive's superiors.

4.7 VOLUNTARY TERMINATION. Executive may terminate Executive's employment with Company at any time, for any reason whatsoever, by giving Company a Notice of Termination.

4.8 PAYMENT UPON TERMINATION. If Executive's employment under this Agreement is terminated:

4.8.1 by Company pursuant to SECTION 4.5 and not pursuant to any other section of this agreement, Executive shall be entitled to receive (i) all Compensation that has accrued through the Date of Termination, plus (ii) a severance payment equal to one years Compensation, plus an additional one half years Compensation for each year of service beginning in 2003 ; PROVIDED, HOWEVER, that if at any time while Company is required to pay severance to Executive pursuant to clause
(ii) of this paragraph any event occurs that would cause the termination of Executive's employment (for example, Executive dies) or give rise to the right of Company to terminate this Agreement for Cause or due to Executive's Disability were Executive still employed pursuant to this Agreement, then Company's obligation to pay such severance shall thereupon immediately terminate; or

4.8.2 for any other reason, including for Cause, Executive (or in the case of Executive's death, Executive's estate or other legal representative) shall only be entitled to receive the Compensation accrued through the Date of Termination, and no other amount whatsoever.

4.9 EFFECT OF TERMINATION.

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4.9.1 FULL DISCHARGE OF OBLIGATIONS. The amounts paid to Executive pursuant to
SECTION 4.8 upon a termination of Executive's employment shall constitute full and complete satisfaction of Company's obligations to Executive in connection with this Agreement and Company's employment of Executive. Executive shall have no further rights or remedies with respect to or against Company in connection with this Agreement or Company's employment of Executive.

4.9.2 NO LIMITATION ON EXECUTIVE'S LEGAL OBLIGATIONS. No obligation (if any) of Company under SECTION 4.8 to pay Executive Compensation or severance following a termination of Executive's employment shall in any way limit or modify Executive's obligations under applicable law to mitigate such amounts payable, nor shall such obligations of Company limit its rights under applicable law to offset against, or reduce, such amounts payable by any amounts that Executive may earn after the termination of Executive's employment.

4.9.3 SURVIVAL OF OBLIGATIONS. Notwithstanding anything to the contrary in this Agreement, Executive's representations, warranties, covenants, duties and other obligations set forth under SECTIONS 5, 6, 7 and 11 of this Agreement shall survive and continue after any termination of this Agreement, regardless of the reason for the termination.

4.10 PARACHUTE TAX GROSS-UP. To the extent that the grant, payment or acceleration of payment of any amount under this Agreement (a "BENEFIT") is subject to golden parachute excise tax under Section 4999(a) of the Code (a "PARACHUTE TAX"), Company shall pay Executive an amount of cash (the "GROSS-UP AMOUNT") such that the "net" Benefit received by Executive under this Agreement, after paying all applicable Parachute Taxes (including those on the Gross-Up Amount) and any federal or state taxes on the Gross-Up Amount, shall be equal to the Benefit that Executive would have received if such Parachute Tax had not been applicable.

5. OWNERSHIP AND PROTECTION OF WORK PRODUCT.

5.1 Executive shall promptly and fully inform Company of, and disclose to Company, any and all ideas, processes, trademarks, trade names, service marks, service mark applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and discoveries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrightable, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Executive develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, "INVENTION IDEAS").

5.2 Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas whether or not they relate to any of the duties Executive performs for Company or Company's Proprietary Information (as defined below), or whether or not they are created while Executive is performing duties for Company or otherwise acting on Company's behalf (whether or not pursuant to this Agreement) or while using Company's equipment, supplies, facilities or Proprietary Information.

5.3 All right, title and interest in and to all Invention Ideas shall be Company's sole and exclusive property, and Executive shall have no interest therein, and to the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Executive shall not assert any right, title or interest in or to any Inventions Ideas, and Executive shall not undertake any other act or omission that would reduce the value to Company of any Invention Ideas.

5.4 Executive shall assist Company, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Company), to the extent lawfully permitted, in order to enable Company to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this SECTION 5. Executive

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hereby appoints Company as Executive's irrevocable attorney-in-fact for the purpose of executing and delivering all such documents, instruments and agreements, and performing all such acts, with the same legal force and effect as if executed and delivered and taken by Executive.

5.5 If any of the Invention Ideas or any part of the duties Executive performs for Company is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Executive and not assigned under this Agreement, Executive grants to Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Executive for Company or any assigned rights (including any modifications, improvements and derivatives of any of them).

5.6 Because of the difficulty of establishing when Executive first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Company's confidential and proprietary information or equipment, facilities or data, Executive agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Executive or with the aid of Executive within one year after the termination of Executive's employment with Company. Executive can rebut that presumption if Executive proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Executive's employment with and by Company; (ii) was conceived or developed entirely on Executive's own time without using Company's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any work performed by Executive for or on behalf of Company.

5.7 Executive acknowledges that there is no intellectual property, proprietary right or work product that Executive desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Executive's knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Executive and any other person or entity.

5.8 This SECTION 5 shall not operate to require Executive to assign to Company any of Executive's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870. Executive represents and warrants to Company that this paragraph constitutes Company's written notification to Executive of the provisions of Section 2870 of the California Labor Code, and Executive represents and warrants to Company that Executive has reviewed Section 2870 of the California Labor Code.

6. UNFAIR COMPETITION AND PROTECTION OF PROPRIETARY INFORMATION.

6.1 Executive shall not at any time (including after Executive's employment with Company terminates) divulge, furnish or make accessible to anyone any of Company's Proprietary Information, or use in any way any of Company's Proprietary Information other than as reasonably required to perform Executive's duties under this Agreement. Executive shall not undertake any other acts or omissions that would reduce the value to Company of Company's Proprietary Information. The restrictions on Executive's use of Company's Proprietary Information shall not apply to knowledge or information that Executive can prove is part of the public domain through no fault of Executive. Executive agrees that such restrictions are fair and reasonable.

6.2 Executive agrees that Company's Proprietary Information constitutes a unique and valuable asset of Company that Company acquired at great time and expense, and which is secret and confidential and will only be available to or communicated to Executive in confidence in the course of Executive's provision of services to Company. Executive also agrees that any disclosure or other use of Company's Proprietary Information other than for Company's sole benefit would be wrongful, would constitute unfair competition and will cause irreparable and incalculable harm to Company and to its subsidiaries, affiliates and divisions. 1.1

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6.3 Executive agrees that Company's employees constitute a valuable asset of Company. Executive agrees that Executive shall not, during the Term and for a period of two years thereafter, directly or indirectly, for Executive or on behalf of any other person or entity, solicit any person who was an employee of or consultant to Company (at any time while Executive is performing any services for Company, or at any time within twelve months prior to or after such solicitation) for a competing business or otherwise induce or attempt to induce any such persons to terminate their employment or relationship with Company or otherwise to disrupt or interfere, or attempt to disrupt or interfere, with Company's employment or relationships with such persons. Executive agrees that any such solicitation, inducement or interference would be wrongful and would constitute unfair competition, and will cause irreparable and incalculable harm to Company. Further, Executive shall not engage in any other unfair competition with Company. Executive agrees that such restrictions are fair and reasonable.

6.4 Executive recognizes and agrees that Executive has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including stored computer files, e-mail messages and voice messages), and that Executive's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

6.5 As used in this Agreement, "COMPANY'S PROPRIETARY INFORMATION"means any knowledge, trade secrets (including "trade secrets" as defined in Section 3426.1 of the California Civil Code), Invention Ideas, proprietary rights or proprietary information, intangible assets or property, and other intellectual property (whether or not copyrighted or copyrightable or patented or patentable), information and materials (including processes, trademarks, trade names, service marks, service mark applications, copyrights, mask work rights, technology, patents, patent applications and works of authorship), in whatever form, including electronic form, and all goodwill relating or appurtenant thereto, owned or licensed by Company or any of its subsidiaries, affiliates or divisions, or directly or indirectly useful in any aspect of the business of Company or its subsidiaries, affiliates or divisions, whether or not marked as confidential or proprietary and whether developed by Executive, by Company or its subsidiaries, affiliates or divisions or by others. Without limiting the foregoing, Company's Proprietary Information includes (a) the names, locations, practices and requirements of any of Company's customers, prospective customers, vendors, suppliers and personnel and any other persons having a business relationship with Company; (b) confidential or secret development or research work of Company or its subsidiaries, affiliates or divisions, including information concerning any future or proposed services or products; (c) Company's accounting, cost, revenue and other financial records and documents and the contents thereof; (d) Company's documents, contracts, agreements, correspondence and other similar business records; (e) confidential or secret designs, software code, know how, processes, formulae, plans and devices; and
(f) any other confidential or secret aspect of the business of Company or its subsidiaries, affiliates or divisions.

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7. RESTRICTION OF EXECUTIVE'S ACTIVITIES. During the Term, including any period during which the Company is making any payments to Executive pursuant to this Agreement, neither Executive nor any person or entity acting with or on Executive's behalf, nor any person or entity under the control of or affiliated with Executive, shall, directly or indirectly, in any way Compete (as defined below), whether for compensation or otherwise, in any capacity (whether individual or representative, including as an advisor, principal, executive, independent contractor, agent, partner, officer, director, stockholder, employer or employee), with Company's business within the counties of San Francisco, Los Angeles, Santa Clara, San Mateo, San Diego, Orange, Ventura or Riverside, California. Executive agrees that, if Executive has any business to transact on Executive's own account that is similar to the business entrusted to Executive by Company, Executive shall always give preference to Company's business. Executive agrees that such restrictions are fair and reasonable. For purposes of this Agreement, "COMPETE" means doing any of the following: (i) selling products or services to any person or entity that was or is (at any time, including during the Term and the period when the provisions of this paragraph are in effect) a client or customer of Company (or its subsidiaries, affiliates or divisions) or on a list of prospective clients or customers of Company, or calling on, soliciting, taking away or accepting any such person or entity as a client or customer, or any attempt or offer to do any of the foregoing; (ii) entering into, or any attempt or offer to enter into, any business, enterprise or activity that is in any way similar to or otherwise competitive with the business that the Company (or its subsidiaries, affiliates or divisions) conducted at any time during the Term or any time the provisions of this paragraph are in effect, or (iii) directly or indirectly assisting any person or entity to take or attempt or offer to take any of the actions described in the foregoing clauses (i) or (ii).

8. NOTICES. All notices, deliveries, requests, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered personally, when delivered; (ii) if delivered by overnight carrier, on the date of delivery; or
(iii) if delivered by registered or certified mail, return receipt requested, on the third business day after having been mailed in Los Angeles, California. In any case, each such notice, delivery, request, consent or other communication shall be addressed to the address of the party as set forth in the preamble paragraph of this Agreement, or to such other address as either party shall designate by notice in writing to the other in accordance with this SECTION 8.

9. ASSIGNMENT; SUCCESSORS.

9.1 BY COMPANY. This Agreement is fully assignable by Company to any person or entity, including any successor entity; PROVIDED, HOWEVER, that any such person or entity shall be obligated to perform Company's obligations under this Agreement in accordance with its terms.

9.2 BY EXECUTIVE. As to Executive, this is a personal service contract and Executive may not assign this Agreement or any part of this Agreement without Company's prior written consent, which consent may be given or withheld by Company acting in its sole and absolute discretion.

10. REMEDIES.

10.1 RELIEF. Company agrees that if any sort of injunctive relief if sought against Executive, then Company will first have a requirement to have fully paid to Executive, all Compensation due to Executive, and shall have an obligation to prove irreparable harm and damages would be created if Executive were allowed to continue his actions, and, in the event any such motion is not granted, Company shall pay all legal fees and costs incurred by Executive in his defense of such motions.

10.2 OFFSET. If Executive breaches this Agreement, Company shall have the right, to the greatest extent permissible under the law, to offset any damages it incurs with regard to such breach against any sums that remain thereafter due to Executive under this Agreement; PROVIDED, HOWEVER, that the exercise of such right of offset shall in no way diminish Company's rights to seek any other remedies it may be entitled to under this Agreement at law or in equity. To the extent that the Company alleges offsetting rights and withholds any payments due

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hereunder, and is unable to substantiate it's claims giving cause to the offset, then Executive shall receive an award of not less than 150% of the amount due, or whatever the Arbitrator shall grant, whichever is greater, plus reimbursement for all costs associated with his legal defense or enforcement of this Agreement.

10.3 UNIFORM TRADE SECRETS ACT. If Executive breaches any provision of SECTION 6 of this Agreement, Company shall have the right to invoke any and all remedies provided under the California Uniform Trade Secrets Act (California Civil Code ss.ss.3426, et seq.) or other statutes or common law remedies of similar effect.

10.4 NON-EXCLUSIVE REMEDIES. The remedies provided to Company in this SECTION 10 are cumulative, and not exclusive, of any other remedies that may be available to Company.

10.5 ARBITRATION. Any controversy, dispute or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement or Executive's employment with Company, shall be settled exclusively by arbitration, before a single arbitrator, in accordance with this section and the then most applicable rules of the American Arbitration Association, except as modified by this SECTION 11, but only if one (or both) of the parties requests such arbitration. The arbitrator shall be bound by the express provisions of this Agreement and by the laws of the jurisdiction chosen by the parties to be the law governing the interpretation of this Agreement. The arbitrator shall permit such discovery as required by applicable law and as sufficient to adequately arbitrate Executive's statutory claims (if any have been asserted), including access to essential documents and witnesses where required by applicable law. Judgement upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, to the extent permitted by applicable law either party may in an appropriate manner apply to a court pursuant to California Code of Civil Procedure Section 1281.8, or any comparable provision, for provisional relief, including a temporary restraining order or a preliminary or permanent injunction (such as specified in SECTION 10.1 of this Agreement), on the ground that the award to which the applicant may be entitled in arbitration may be rendered ineffectual without provisional relief. Nor shall anything in this
SECTION 11 (to the extent permitted by applicable law) prevent any party from
(i) joining any party as a defendant in any action brought by or against a third party; (ii) bringing an action in court to effect any attachment or garnishment; or (iii) bringing an action in court to compel arbitration as required by this
SECTION 11.

If the parties are unable to agree upon an arbitrator, the parties shall select a single arbitrator from a list of nine arbitrators drawn by the parties at random from the "Independent" (or "Gold Card") list of retired judges. If the parties are unable to agree upon an arbitrator from the list so drawn, then the parties shall each strike names alternately from the list, with the first strike being determined by lot. After each party has used four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected.

This agreement to resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, employee or agent of each party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. In the event of a dispute subject to this
SECTION 11 the parties shall be entitled to reasonable discovery subject to the discretion of the arbitrator. The remedial authority of the arbitrator shall be the same as, but no greater than, would be the remedial power of a court having jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that he or she would be entitled to summary judgment if the matter had been pursued in court litigation.

To the extent permitted by law, the initial fees and costs of the arbitrator shall be borne by the Company, with Company being responsible for the costs and fees of the arbitration and the prevailing party shall be entitled to reimbursement for legal fees and costs incurred by the other.

The arbitrator shall render an award and written opinion, and the award shall be final and binding upon the parties.

Any arbitration shall take place in the county of Orange, California.

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THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE IN THE MANNER REQUIRED BY THIS SECTION 11, THEY ARE WAIVING THEIR RIGHTS TO HAVE ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT BY COMPANY TRIED BEFORE AND ADJUDICATED BY A JURY, INCLUDING DISPUTES RELATING TO ANY CLAIM EXECUTIVE MAY HAVE FOR UNLAWFUL TERMINATION OF HER EMPLOYMENT OR FOR A VIOLATION OF ANY FEDERAL, STATE OR OTHER LAW OR STATUTORILY PROTECTED RIGHTS, (SUCH AS, WITHOUT LIMITATION, AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED, 29 U.S.C. SS.SS. 621 - 634; OLDER WORKERS BENEFIT PROTECTION ACT, AS AMENDED, 29 U.S. SS.SS. 621, 623; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, 42 U.S.C. SS.SS. 2000E - 2000E-17; THE FAIR LABOR STANDARDS ACT OF 1938 AS AMENDED; THE EQUAL PAY ACT OF 1963, AS AMENDED, 29 U.S.C. SS.SS. 206(D); THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, 29 U.S.C. SS.SS. 1001 - 1461; THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, AS AMENDED, 29 U.S.C. SS. 2101 ET SEQ.; THE NATIONAL LABOR RELATIONS ACT, AS AMENDED, 29 U.S.C. SS.SS. 151-169; FAMILY AND MEDICAL LEAVE ACT OF 1993, AS AMENDED, 29 U.S.C. SS. 825 ET SEQ. AMERICANS WITH DISABILITY ACT OF 1990, AS AMENDED, 42 U.S.C. SS.SS. 12101 ET. SEQ.; INFLICTION OF EMOTIONAL DISTRESS, DEFAMATION, PERSONAL INJURY AND BREACH OF CONTRACT, WHICH INCLUDE DISCRIMINATION ON THE BASIS OF AGE, RACE, GENDER, DISABILITY, ETHNIC ORIGIN OR SEXUAL ORIENTATION). NEVERTHELESS, BOTH PARTIES AGREE TO WAIVE ALL SUCH RIGHTS THEY MAY HAVE TO A JURY TRIAL AND TO SUBMIT ALL SUCH DISPUTES TO BINDING ARBITRATION IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 11.

                  COMPANY________/S/________EXECUTIVE________/S/__________
                                    (INITIALS)            (INITIALS)

11. NO CONFLICT. Executive represents and warrants that neither his execution of
this  Agreement  nor his  performance  under this  Agreement  will (i)  violate,
conflict with or result in a breach of any provision of, or constitute a default
(or an event that,  with notice or lapse of time,  or both,  would  constitute a
default) under,  any contract or other  obligation to which Executive is a party
or by which he is bound; or (ii) violate any judgment or other order  applicable
to Executive.  Executive shall indemnify,  defend and hold harmless Company from
and against any and all claims, liabilities, lawsuits, judgments, losses, costs,
fees and expenses  (including  reasonable  attorneys'  fees, costs and expenses)
that Company or any of its agents, affiliates, employees, shareholders, officers
or directors may suffer or incur as a result of Executive's breach or alleged or
threatened breach of any of the representations and warranties set forth in this
paragraph.

12. GENERAL.

12.1 CAPTIONS. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.2 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the parties with regard to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties.

12.3 AMENDMENTS; WAIVERS. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants of this Agreement may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce such performance. No waiver by either party of the breach of any term or covenant 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 breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

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12.4 NO OTHER REPRESENTATIONS. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or be liable for any alleged representation, promise or inducement not so set forth.

12.5 SEVERABILITY. If any of the provisions of this Agreement (including SECTION 11) are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and, with respect to reformation of any provision of SECTION 11, to ensure that the resolution of all conflicts between the parties (including those arising out of statutory claims) shall be resolved by neutral, binding arbitration. If a court should find that any provision set forth in SECTION 11 is not absolutely binding, the parties intend that any arbitration decision and award with respect to this Agreement be fully admissible in evidence in any subsequent action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law.

12.6 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement, to produce or account for more than one such counterpart.

12.7 WITHHOLDING. Notwithstanding anything in this Agreement to the contrary, all payments that Company is required to make under this Agreement to Executive or Executive's estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

12.8 TAX CONSEQUENCES. Company shall have no obligation to any person entitled to the benefits of this Agreement with respect to any tax obligation any such person incurs as a result of or attributable to this Agreement, including any supplemental agreements, stock option plans or employee benefit plans, or arising from any payments made or to be made under this Agreement or thereunder.

12.9 CONSENT TO JURISDICTION. The parties to this Agreement agree that all actions or proceedings arising directly or indirectly from this Agreement shall be arbitrated or litigated before arbitrators or in courts having a situs within Orange County, California; hereby consent to the jurisdiction of any local, state or federal court in which such an action or proceeding is commenced that is located in Los Angeles County, California; agree not to disturb such choice of forum (including waiving any argument that venue in any such forum is not convenient); agree that any litigation initiated by any party hereto in connection with this Agreement may be venued in either the state or federal courts located in Los Angeles County, California; agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; and waive the personal service of any and all process upon them and consent that all such service of process may be made by certified or registered mail, return receipt requested, addressed to the respective parties at the address set forth above.

12.10 GENDER REFERENCES. References in this Agreement to any gender shall include the masculine, feminine and neuter genders.

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CONSTRUCTION. In all instances when appearing in this Agreement, the terms "including," "include" and "includes" shall be deemed to be followed by "without limitation."

(Remainder of Page Blank)


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

"COMPANY"

NuWay Medical, Inc.

    /s/ Joseph Provenzano
By:______________________

Joseph Provenzano
Board Member- Compensation Committee

"EXECUTIVE"

/s/ Dennis Calvert
--------------------------
          Dennis Calvert

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Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into as of March 1, 2003 (the "EFFECTIVE DATE"), by and between NuWay Medical, Inc., a Delaware corporation ("COMPANY"), whose address is 23461 South Pointe Drive, Suite 200, Laguna Hills, California 92653, and Joseph Provenzano ("EXECUTIVE"), an individual with reference to the following:

A. Executive has certain skills and abilities in the business in which Company engages.

B. Company wishes to employ Executive, and Executive wishes to accept employment with Company, all on the terms and subject to the conditions set forth in this Agreement.

Accordingly, the parties agree as follows:

1. EFFECTIVE DATE AND TERM. Unless sooner terminated as provided in this Agreement, including as a result of Company's early termination of this Agreement as provided in SECTION 4 below, Company shall employ Executive for a term commencing on the Effective Date and expiring on the Fifth anniversary of the Effective Date (the "EXPIRATION DATE"). This Agreement shall in all respects terminate on the Expiration Date, except for those obligations of either party that are expressly stated to continue after such time. The period beginning on the Effective Date and ending on the date Executive's employment under this Agreement actually terminates is referred to as the "TERM."

2. POSITION AND DUTIES.

2.1 GENERAL DUTIES. Executive shall serve Company as its Chief Information Officer (CIO), and in such capacity shall be Company's second most senior executive officer, as well as a member of the Board of Directors. Executive's duties shall be those, which are consistent with such titles. In carrying out his duties, Executive shall use Executive's best efforts, skills, judgment and abilities, and shall at all times promote Company's interests and perform and discharge well and faithfully those duties. Executive shall report directly to Company's President and the Board of Directors. In acting on Company's behalf, Executive shall observe and be governed by all of Company's rules and policies.

2.2 FULL TIME EMPLOYMENT. At all times during the Term, Executive shall devote Executive's business time, attention and energies to Company's business, and shall furnish services for Company and for its subsidiaries, affiliates and divisions. During the Term, Executive shall not engage in any activity that would materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement or which could reasonably be expected to be competitive with or adverse to the business of Company or any of its subsidiaries, affiliates or divisions.

2.3 PLACE OF PERFORMANCE. In connection with Executive's employment under this Agreement, Executive shall be based at Company's office located in Laguna Hills, California.

3. COMPENSATION.

3.1 "COMPENSATION". "COMPENSATION" means the Base Salary (as defined below) and any bonus that Company is required to provide to Executive pursuant to this
SECTION 3.

3.2 BASE SALARY. Commencing on the Effective Date, Executive shall receive a base salary (as may be adjusted from time to time, the "BASE SALARY") of $10,900. per month. The Company has the option to pay the amount of $4900. in the form of stock as necessary. The balance of $6000. plus $400. auto expense


must be paid in cash on a bi-weekly basis. The Company, acting in its sole and absolute discretion, may increase, but not decrease, the Base Salary.

3.3 BONUS. Executive shall be eligible to receive a performance bonus in an amount determined as the greater of the following: 3.3.1 As determined by the Board of Directors or, 3.3.2 By performance review by the Board of Directors measuring stated goals and accomplishments and by assigning a rating of 1 to 10, with 10 being highest. If this method is used, then the rating determined by the Board, during the first 60 days of the first calendar quarter of each year, for the prior calendar years work, shall be applied to the then current base salary, annualized, multiplied by 5%, and shall be payable to Executive, on or before the 120th day of the calendar quarter, in cash.

3.3.3 An amount equal to 1.5% of the increase in the Company's market capitalization from beginning of the year to the end of that same year.

3.4 BENEFITS. Executive shall be eligible to receive such other benefits, if any, as Company may, in its sole and absolute discretion, grant to Executive, but shall include the following: 3.4.1 Heath Insurance Premium Payments for Executive's Family Coverage 3.4.2 Car Allowance of $400 per month 3.4.3 Paid Vacation of not less than 2 weeks per year and an additional 1 weeks for each year of service. 3.4.4 Life insurance for the benefit of his estate, equal to 3 times his annual salary and disability insurance.

3.4.5 Participation in the Company's stock option plan as determined by the Plan Committee.

3.5 EXPENSES. Company shall reimburse Executive for all reasonable and ordinary expenses that Executive incurs or pays during the Term in performing Executive's services under this Agreement. Company shall, however, be required to make any such reimbursement only after Executive presents appropriate expense statements, vouchers or such other supporting information in accordance with Company's reimbursement policies, as Company may modify from time to time. In the event of a dispute over any business expense reimbursement, Company shall be obligated to notify Executive of any dispute, within 3 months of any reimbursement, or the expense shall be so classified.

3.6 PAYMENT OF COMPENSATION. All Compensation and other amounts payable to Executive under this Agreement, whether for a period during or after the Term, shall be paid in such installments and on such schedule as Company may from time to time implement for general payroll purposes, provided that the Base Salary shall be paid bi-weekly. Any Base Salary required to be paid to Executive upon a termination of Executive's employment in excess of amounts accrued through the Date of Termination (as defined below) shall be paid in the same manner that Base Salary is paid during the Term, but not more than 30 days from the Date of Termination. Any payments made by the Company shall be deemed to be applied to base compensation or bonus payments as the case may be and any payments made prior to the effective date of this Agreement shall not be applied to any calculations called for in this Agreement.

4. TERMINATION AND COMPENSATION UPON TERMINATION.

4.1 DEFINITIONS.

4.1.1 "DATE OF TERMINATION" has the following meaning: (a) in the case of a termination of Executive's employment pursuant to this Agreement due to Executive's death or Disability (as defined below), the date Executive dies or the time it is determined that Executive has suffered a Disability, as applicable; and (b) in the case of any other termination of Executive's employment pursuant to this Agreement, the date specified for termination of Executive's employment in the Notice of Termination (as defined below), provided that the date specified shall be no earlier than the time the Notice of Termination is delivered.

4.1.2 "NOTICE OF TERMINATION" means a written document delivered by the party terminating this Agreement to the other party that specifies (i) the section of this Agreement pursuant to which termination is being made and (ii) the effective date of the termination.

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4.2 EFFECTIVENESS OF TERMINATION. Any early termination of Executive's employment, for any reason, shall be effective upon the Date of Termination. Upon the Date of Termination, this Agreement shall forever terminate, subject to
SECTION 4.9.2.

4.3 DEATH. Upon Executive's death, this Agreement shall automatically forever terminate.

4.4 DISABILITY. If Executive is unable to perform Executive's duties under this Agreement by reason of Disability, Company may, acting in its sole and absolute discretion, terminate Executive's employment under this Agreement by delivery to Executive of a Notice of Termination. For purposes of this Agreement, "DISABILITY" means Executive's physical or mental incapacity or illness rendering Executive unable to perform Executive's duties under this Agreement on a long-term basis (i) as evidenced by Executive's failure or inability to perform Executive's duties under this Agreement for a total of 120 days in any 360 day period, or (ii) as determined by an independent physician whom Company selects.

4.5 TERMINATION BY COMPANY WITHOUT CAUSE. Company may, acting in its sole and absolute discretion, at any time terminate Executive's employment under this Agreement, with or without prior notice, with or without cause, or for any reason whatsoever or for no reason, by delivering to Executive a Notice of Termination.

4.6 TERMINATION FOR CAUSE. Company may at any time terminate Executive's employment for Cause (as defined below) by delivery to Executive a Notice of Termination. For purposes of this Agreement, "CAUSE" means that the Company, reasonably and in good faith, forms the belief that Executive has (i) committed any act or omission constituting a material breach of this Agreement; (ii) engaged in gross negligence or willful misconduct in connection with the Company's business; (iii) been convicted of, or plead guilty or nolo contendre in connection with, fraud or any crime that constitutes a felony or that involves moral turpitude or theft; (iv) resigned from this employment for any reason other than Company's material breach of this Agreement (v) undertaken any act injurious to the Company's business, including insubordination or failure to follow a directive of any of Executive's superiors.

4.7 VOLUNTARY TERMINATION. Executive may terminate Executive's employment with Company at any time, for any reason whatsoever, by giving Company a Notice of Termination.

4.8 PAYMENT UPON TERMINATION. If Executive's employment under this Agreement is terminated:

4.8.1 by Company pursuant to SECTION 4.5 and not pursuant to any other section of this agreement, Executive shall be entitled to receive (i) all Compensation that has accrued through the Date of Termination, plus (ii) a severance payment equal to one years Compensation, plus an additional one half years Compensation for each year of service beginning in 2003 ; PROVIDED, HOWEVER, that if at any time while Company is required to pay severance to Executive pursuant to clause
(ii) of this paragraph any event occurs that would cause the termination of Executive's employment (for example, Executive dies) or give rise to the right of Company to terminate this Agreement for Cause or due to Executive's Disability were Executive still employed pursuant to this Agreement, then Company's obligation to pay such severance shall thereupon immediately terminate; or

4.8.2 for any other reason, including for Cause, Executive (or in the case of Executive's death, Executive's estate or other legal representative) shall only be entitled to receive the Compensation accrued through the Date of Termination, and no other amount whatsoever.

4.9 EFFECT OF TERMINATION.

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4.9.1 FULL DISCHARGE OF OBLIGATIONS. The amounts paid to Executive pursuant to
SECTION 4.8 upon a termination of Executive's employment shall constitute full and complete satisfaction of Company's obligations to Executive in connection with this Agreement and Company's employment of Executive. Executive shall have no further rights or remedies with respect to or against Company in connection with this Agreement or Company's employment of Executive.

4.9.2 NO LIMITATION ON EXECUTIVE'S LEGAL OBLIGATIONS. No obligation (if any) of Company under SECTION 4.8 to pay Executive Compensation or severance following a termination of Executive's employment shall in any way limit or modify Executive's obligations under applicable law to mitigate such amounts payable, nor shall such obligations of Company limit its rights under applicable law to offset against, or reduce, such amounts payable by any amounts that Executive may earn after the termination of Executive's employment.

4.9.3 SURVIVAL OF OBLIGATIONS. Notwithstanding anything to the contrary in this Agreement, Executive's representations, warranties, covenants, duties and other obligations set forth under SECTIONS 5, 6, 7 and 11 of this Agreement shall survive and continue after any termination of this Agreement, regardless of the reason for the termination.

4.10 PARACHUTE TAX GROSS-UP. To the extent that the grant, payment or acceleration of payment of any amount under this Agreement (a "BENEFIT") is subject to golden parachute excise tax under Section 4999(a) of the Code (a "PARACHUTE TAX"), Company shall pay Executive an amount of cash (the "GROSS-UP AMOUNT") such that the "net" Benefit received by Executive under this Agreement, after paying all applicable Parachute Taxes (including those on the Gross-Up Amount) and any federal or state taxes on the Gross-Up Amount, shall be equal to the Benefit that Executive would have received if such Parachute Tax had not been applicable.

5. OWNERSHIP AND PROTECTION OF WORK PRODUCT.

5.1 Executive shall promptly and fully inform Company of, and disclose to Company, any and all ideas, processes, trademarks, trade names, service marks, service mark applications, copyrights, mask work rights, fictitious business names, technology, patents, know-how, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and discoveries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrightable, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Executive develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, "INVENTION IDEAS").

5.2 Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas whether or not they relate to any of the duties Executive performs for Company or Company's Proprietary Information (as defined below), or whether or not they are created while Executive is performing duties for Company or otherwise acting on Company's behalf (whether or not pursuant to this Agreement) or while using Company's equipment, supplies, facilities or Proprietary Information.

5.3 All right, title and interest in and to all Invention Ideas shall be Company's sole and exclusive property, and Executive shall have no interest therein, and to the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Executive shall not assert any right, title or interest in or to any Inventions Ideas, and Executive shall not undertake any other act or omission that would reduce the value to Company of any Invention Ideas.

5.4 Executive shall assist Company, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Company), to the extent lawfully permitted, in order to enable Company to obtain and enforce full and exclusive title to all Invention

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Ideas and all rights granted or assigned pursuant to this SECTION 5. Executive hereby appoints Company as Executive's irrevocable attorney-in-fact for the purpose of executing and delivering all such documents, instruments and agreements, and performing all such acts, with the same legal force and effect as if executed and delivered and taken by Executive.

5.5 If any of the Invention Ideas or any part of the duties Executive performs for Company is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Executive and not assigned under this Agreement, Executive grants to Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Executive for Company or any assigned rights (including any modifications, improvements and derivatives of any of them).

5.6 Because of the difficulty of establishing when Executive first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Company's confidential and proprietary information or equipment, facilities or data, Executive agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Executive or with the aid of Executive within one year after the termination of Executive's employment with Company. Executive can rebut that presumption if Executive proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Executive's employment with and by Company; (ii) was conceived or developed entirely on Executive's own time without using Company's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any work performed by Executive for or on behalf of Company.

5.7 Executive acknowledges that there is no intellectual property, proprietary right or work product that Executive desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Executive's knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Executive and any other person or entity.

5.8 This SECTION 5 shall not operate to require Executive to assign to Company any of Executive's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870. Executive represents and warrants to Company that this paragraph constitutes Company's written notification to Executive of the provisions of Section 2870 of the California Labor Code, and Executive represents and warrants to Company that Executive has reviewed Section 2870 of the California Labor Code.

6. UNFAIR COMPETITION AND PROTECTION OF PROPRIETARY INFORMATION.

6.1 Executive shall not at any time (including after Executive's employment with Company terminates) divulge, furnish or make accessible to anyone any of Company's Proprietary Information, or use in any way any of Company's Proprietary Information other than as reasonably required to perform Executive's duties under this Agreement. Executive shall not undertake any other acts or omissions that would reduce the value to Company of Company's Proprietary Information. The restrictions on Executive's use of Company's Proprietary Information shall not apply to knowledge or information that Executive can prove is part of the public domain through no fault of Executive. Executive agrees that such restrictions are fair and reasonable.

6.2 Executive agrees that Company's Proprietary Information constitutes a unique and valuable asset of Company that Company acquired at great time and expense, and which is secret and confidential and will only be available to or communicated to Executive in confidence in the course of Executive's provision of services to Company. Executive also agrees that any disclosure or other use

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of Company's Proprietary Information other than for Company's sole benefit would be wrongful, would constitute unfair competition and will cause irreparable and incalculable harm to Company and to its subsidiaries, affiliates and divisions. 1.1

6.3 Executive agrees that Company's employees constitute a valuable asset of Company. Executive agrees that Executive shall not, during the Term and for a period of two years thereafter, directly or indirectly, for Executive or on behalf of any other person or entity, solicit any person who was an employee of or consultant to Company (at any time while Executive is performing any services for Company, or at any time within twelve months prior to or after such solicitation) for a competing business or otherwise induce or attempt to induce any such persons to terminate their employment or relationship with Company or otherwise to disrupt or interfere, or attempt to disrupt or interfere, with Company's employment or relationships with such persons. Executive agrees that any such solicitation, inducement or interference would be wrongful and would constitute unfair competition, and will cause irreparable and incalculable harm to Company. Further, Executive shall not engage in any other unfair competition with Company. Executive agrees that such restrictions are fair and reasonable.

6.4 Executive recognizes and agrees that Executive has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including stored computer files, e-mail messages and voice messages), and that Executive's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

6.5 As used in this Agreement, "COMPANY'S PROPRIETARY INFORMATION" means any knowledge, trade secrets (including "trade secrets" as defined in Section 3426.1 of the California Civil Code), Invention Ideas, proprietary rights or proprietary information, intangible assets or property, and other intellectual property (whether or not copyrighted or copyrightable or patented or patentable), information and materials (including processes, trademarks, trade names, service marks, service mark applications, copyrights, mask work rights, technology, patents, patent applications and works of authorship), in whatever form, including electronic form, and all goodwill relating or appurtenant thereto, owned or licensed by Company or any of its subsidiaries, affiliates or divisions, or directly or indirectly useful in any aspect of the business of Company or its subsidiaries, affiliates or divisions, whether or not marked as confidential or proprietary and whether developed by Executive, by Company or its subsidiaries, affiliates or divisions or by others. Without limiting the foregoing, Company's Proprietary Information includes (a) the names, locations, practices and requirements of any of Company's customers, prospective customers, vendors, suppliers and personnel and any other persons having a business relationship with Company; (b) confidential or secret development or research work of Company or its subsidiaries, affiliates or divisions, including information concerning any future or proposed services or products; (c) Company's accounting, cost, revenue and other financial records and documents and the contents thereof; (d) Company's documents, contracts, agreements, correspondence and other similar business records; (e) confidential or secret designs, software code, know how, processes, formulae, plans and devices; and
(f) any other confidential or secret aspect of the business of Company or its subsidiaries, affiliates or divisions.

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7. RESTRICTION OF EXECUTIVE'S ACTIVITIES. During the Term, including any period during which the Company is making any payments to Executive pursuant to this Agreement, neither Executive nor any person or entity acting with or on Executive's behalf, nor any person or entity under the control of or affiliated with Executive, shall, directly or indirectly, in any way Compete (as defined below), whether for compensation or otherwise, in any capacity (whether individual or representative, including as an advisor, principal, executive, independent contractor, agent, partner, officer, director, stockholder, employer or employee), with Company's business within the counties of San Francisco, Los Angeles, Santa Clara, San Mateo, San Diego, Orange, Ventura or Riverside, California. Executive agrees that, if Executive has any business to transact on Executive's own account that is similar to the business entrusted to Executive by Company, Executive shall always give preference to Company's business. Executive agrees that such restrictions are fair and reasonable. For purposes of this Agreement, "COMPETE" means doing any of the following: (i) selling products or services to any person or entity that was or is (at any time, including during the Term and the period when the provisions of this paragraph are in effect) a client or customer of Company (or its subsidiaries, affiliates or divisions) or on a list of prospective clients or customers of Company, or calling on, soliciting, taking away or accepting any such person or entity as a client or customer, or any attempt or offer to do any of the foregoing; (ii) entering into, or any attempt or offer to enter into, any business, enterprise or activity that is in any way similar to or otherwise competitive with the business that the Company (or its subsidiaries, affiliates or divisions) conducted at any time during the Term or any time the provisions of this paragraph are in effect, or (iii) directly or indirectly assisting any person or entity to take or attempt or offer to take any of the actions described in the foregoing clauses (i) or (ii).

8. NOTICES. All notices, deliveries, requests, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered personally, when delivered; (ii) if delivered by overnight carrier, on the date of delivery; or
(iii) if delivered by registered or certified mail, return receipt requested, on the third business day after having been mailed in Los Angeles, California. In any case, each such notice, delivery, request, consent or other communication shall be addressed to the address of the party as set forth in the preamble paragraph of this Agreement, or to such other address as either party shall designate by notice in writing to the other in accordance with this SECTION 8.

9. ASSIGNMENT; SUCCESSORS.

9.1 BY COMPANY. This Agreement is fully assignable by Company to any person or entity, including any successor entity; PROVIDED, HOWEVER, that any such person or entity shall be obligated to perform Company's obligations under this Agreement in accordance with its terms.

9.2 BY EXECUTIVE. As to Executive, this is a personal service contract and Executive may not assign this Agreement or any part of this Agreement without Company's prior written consent, which consent may be given or withheld by Company acting in its sole and absolute discretion.

10. REMEDIES.

10.1 RELIEF. Company agrees that if any sort of injunctive relief if sought against Executive, then Company will first have a requirement to have fully paid to Executive, all Compensation due to Executive, and shall have an obligation to prove irreparable harm and damages would be created if Executive were allowed to continue his actions, and, in the event any such motion is not granted, Company shall pay all legal fees and costs incurred by Executive in his defense of such motions.

10.2 OFFSET. If Executive breaches this Agreement, Company shall have the right, to the greatest extent permissible under the law, to offset any damages it incurs with regard to such breach against any sums that remain thereafter due to Executive under this Agreement; PROVIDED, HOWEVER, that the exercise of such right of offset shall in no way diminish Company's rights to seek any other remedies it may be entitled to under this Agreement at law or in equity. To the extent that the Company alleges offsetting rights and withholds any payments due hereunder, and is unable to substantiate it's claims giving cause to the offset, then Executive shall receive an award of not less than 150% of the amount due, or whatever the Arbitrator shall grant, whichever is greater, plus reimbursement for all costs associated with his legal defense or enforcement of this Agreement.

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10.3 UNIFORM TRADE SECRETS ACT. If Executive breaches any provision of SECTION 6 of this Agreement, Company shall have the right to invoke any and all remedies provided under the California Uniform Trade Secrets Act (California Civil Code ss.ss.3426, et seq.) or other statutes or common law remedies of similar effect.

10.4 NON-EXCLUSIVE REMEDIES. The remedies provided to Company in this SECTION 10 are cumulative, and not exclusive, of any other remedies that may be available to Company.

10.5 ARBITRATION. Any controversy, dispute or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement or Executive's employment with Company, shall be settled exclusively by arbitration, before a single arbitrator, in accordance with this section and the then most applicable rules of the American Arbitration Association, except as modified by this SECTION 11, but only if one (or both) of the parties requests such arbitration. The arbitrator shall be bound by the express provisions of this Agreement and by the laws of the jurisdiction chosen by the parties to be the law governing the interpretation of this Agreement. The arbitrator shall permit such discovery as required by applicable law and as sufficient to adequately arbitrate Executive's statutory claims (if any have been asserted), including access to essential documents and witnesses where required by applicable law. Judgement upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, to the extent permitted by applicable law either party may in an appropriate manner apply to a court pursuant to California Code of Civil Procedure Section 1281.8, or any comparable provision, for provisional relief, including a temporary restraining order or a preliminary or permanent injunction (such as specified in SECTION 10.1 of this Agreement), on the ground that the award to which the applicant may be entitled in arbitration may be rendered ineffectual without provisional relief. Nor shall anything in this
SECTION 11 (to the extent permitted by applicable law) prevent any party from
(i) joining any party as a defendant in any action brought by or against a third party; (ii) bringing an action in court to effect any attachment or garnishment; or (iii) bringing an action in court to compel arbitration as required by this
SECTION 11.

If the parties are unable to agree upon an arbitrator, the parties shall select a single arbitrator from a list of nine arbitrators drawn by the parties at random from the "Independent" (or "Gold Card") list of retired judges. If the parties are unable to agree upon an arbitrator from the list so drawn, then the parties shall each strike names alternately from the list, with the first strike being determined by lot. After each party has used four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected.

This agreement to resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, employee or agent of each party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. In the event of a dispute subject to this
SECTION 11 the parties shall be entitled to reasonable discovery subject to the discretion of the arbitrator. The remedial authority of the arbitrator shall be the same as, but no greater than, would be the remedial power of a court having jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that he or she would be entitled to summary judgment if the matter had been pursued in court litigation.

To the extent permitted by law, the initial fees and costs of the arbitrator shall be borne by the Company, with Company being responsible for the costs and fees of the arbitration and the prevailing party shall be entitled to reimbursement for legal fees and costs incurred by the other.

The arbitrator shall render an award and written opinion, and the award shall be final and binding upon the parties.

Any arbitration shall take place in the county of Orange, California.


THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE IN THE MANNER REQUIRED BY THIS SECTION 11, THEY ARE WAIVING THEIR RIGHTS TO HAVE ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT BY COMPANY TRIED BEFORE AND ADJUDICATED BY A JURY, INCLUDING DISPUTES RELATING TO ANY CLAIM EXECUTIVE MAY HAVE FOR UNLAWFUL TERMINATION OF HER EMPLOYMENT OR FOR A VIOLATION OF ANY FEDERAL, STATE OR OTHER LAW OR STATUTORILY PROTECTED RIGHTS, (SUCH AS, WITHOUT LIMITATION, AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED, 29 U.S.C. SS.SS. 621 - 634; OLDER WORKERS BENEFIT PROTECTION ACT, AS AMENDED, 29 U.S. SS.SS. 621, 623; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, 42 U.S.C. SS.SS. 2000E - 2000E-17; THE FAIR LABOR STANDARDS ACT OF 1938 AS AMENDED; THE EQUAL PAY ACT OF 1963, AS AMENDED, 29 U.S.C. SS.SS. 206(D); THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, 29 U.S.C. SS.SS. 1001 - 1461; THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, AS AMENDED, 29 U.S.C. SS. 2101 ET SEQ.; THE NATIONAL LABOR RELATIONS ACT, AS AMENDED, 29 U.S.C. SS.SS. 151-169; FAMILY AND MEDICAL LEAVE ACT OF 1993, AS AMENDED, 29 U.S.C. SS. 825 ET SEQ. AMERICANS WITH DISABILITY ACT OF 1990, AS AMENDED, 42 U.S.C. SS.SS. 12101 ET. SEQ.; INFLICTION OF EMOTIONAL DISTRESS, DEFAMATION, PERSONAL INJURY AND BREACH OF CONTRACT, WHICH INCLUDE DISCRIMINATION ON THE BASIS OF AGE, RACE, GENDER, DISABILITY, ETHNIC ORIGIN OR SEXUAL ORIENTATION). NEVERTHELESS, BOTH PARTIES AGREE TO WAIVE ALL SUCH RIGHTS THEY MAY HAVE TO A JURY TRIAL AND TO SUBMIT ALL SUCH DISPUTES TO BINDING ARBITRATION IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 11.

                  COMPANY_______/S/_______  EXECUTIVE_______/S/________
                                    (INITIALS)                 (INITIALS)

11. NO CONFLICT. Executive represents and warrants that neither his execution of
this  Agreement  nor his  performance  under this  Agreement  will (i)  violate,
conflict with or result in a breach of any provision of, or constitute a default
(or an event that,  with notice or lapse of time,  or both,  would  constitute a
default) under,  any contract or other  obligation to which Executive is a party
or by which he is bound; or (ii) violate any judgment or other order  applicable
to Executive.  Executive shall indemnify,  defend and hold harmless Company from
and against any and all claims, liabilities, lawsuits, judgments, losses, costs,
fees and expenses  (including  reasonable  attorneys'  fees, costs and expenses)
that Company or any of its agents, affiliates, employees, shareholders, officers
or directors may suffer or incur as a result of Executive's breach or alleged or
threatened breach of any of the representations and warranties set forth in this
paragraph.

12. GENERAL.

12.1 CAPTIONS. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.2 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the parties with regard to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties.

12.3 AMENDMENTS; WAIVERS. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants of this Agreement may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce such performance. No waiver by either party of the breach of any term or covenant 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 breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

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12.4 NO OTHER REPRESENTATIONS. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or be liable for any alleged representation, promise or inducement not so set forth.

12.5 SEVERABILITY. If any of the provisions of this Agreement (including SECTION 11) are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and, with respect to reformation of any provision of SECTION 11, to ensure that the resolution of all conflicts between the parties (including those arising out of statutory claims) shall be resolved by neutral, binding arbitration. If a court should find that any provision set forth in SECTION 11 is not absolutely binding, the parties intend that any arbitration decision and award with respect to this Agreement be fully admissible in evidence in any subsequent action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law.

12.6 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement, to produce or account for more than one such counterpart.

12.7 WITHHOLDING. Notwithstanding anything in this Agreement to the contrary, all payments that Company is required to make under this Agreement to Executive or Executive's estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

12.8 TAX CONSEQUENCES. Company shall have no obligation to any person entitled to the benefits of this Agreement with respect to any tax obligation any such person incurs as a result of or attributable to this Agreement, including any supplemental agreements, stock option plans or employee benefit plans, or arising from any payments made or to be made under this Agreement or thereunder.

12.9 CONSENT TO JURISDICTION. The parties to this Agreement agree that all actions or proceedings arising directly or indirectly from this Agreement shall be arbitrated or litigated before arbitrators or in courts having a situs within Orange County, California; hereby consent to the jurisdiction of any local, state or federal court in which such an action or proceeding is commenced that is located in Los Angeles County, California; agree not to disturb such choice of forum (including waiving any argument that venue in any such forum is not convenient); agree that any litigation initiated by any party hereto in connection with this Agreement may be venued in either the state or federal courts located in Los Angeles County, California; agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; and waive the personal service of any and all process upon them and consent that all such service of process may be made by certified or registered mail, return receipt requested, addressed to the respective parties at the address set forth above.

12.10 GENDER REFERENCES. References in this Agreement to any gender shall include the masculine, feminine and neuter genders.

CONSTRUCTION. In all instances when appearing in this Agreement, the terms "including," "include" and "includes" shall be deemed to be followed by "without limitation."

(Remainder of Page Blank)

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

"COMPANY"

NuWay Medical, Inc.

         /s/
By:______________________

Dennis Calvert
Board Member- Compensation Committee

"EXECUTIVE"

         /s/
--------------------------
Joseph Provenzano

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Exhibit 10.5

JOINT VENTURE AGREEMENT

BETWEEN

NUWAY MEDICAL, INC.

AND

KENYON RASHEED,
DOING BUSINESS AS
RASHEED AND ASSOCIATES,

WITH REGARD TO THE FORMATION OF

NUWAY SPORTS MEDICINE VENTURES LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY

DECEMBER 1, 2002


                                       iii

                       NUWAY SPORTS MEDICINE VENTURES LLC

                                TABLE OF CONTENTS


                                                                                                               PAGE

ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY..................................................................2
         1.1      Formation and Effective Date of Agreement.......................................................2
         1.2      Name and Principal Place of Business............................................................2
         1.3      Agent for Service of Process....................................................................2
         1.4      Agreement.......................................................................................2
         1.5      Business........................................................................................2
         1.6      Definitions.....................................................................................2
         1.7      Term............................................................................................3

ARTICLE II MEMBERSHIP.............................................................................................3
         2.1      Members.........................................................................................3
         2.2      Representations and Warranties..................................................................3
         2.3      Additional Members..............................................................................4
         2.4      Resignation or Withdrawal of a Member...........................................................4

ARTICLE III CONTRIBUTIONS TO CAPITAL; ISSUANCE OF SHARES..........................................................4
         3.1      LLC Shares......................................................................................4
         3.2      Contributions...................................................................................4
         3.3      Issuance of Shares; Percentage Ownership of Members.............................................4
         3.4      Record of Capital Account.......................................................................5

ARTICLE IV RESPONSIBILITIES OF THE JOINT VENTURERS................................................................5
         4.1      Responsibilities of NuWay.......................................................................5
         4.2      Responsibilities of KA NuWay....................................................................5
         4.3      Joint Responsibilities..........................................................................5

ARTICLE V MANAGEMENT..............................................................................................5
         5.1      Management by Managers..........................................................................5
         5.2      Authority of Managers...........................................................................5
         5.3      Approval Generally Required.....................................................................6
         5.4      Unanimous Approval Required.....................................................................6
         5.5      Meetings........................................................................................7
         5.6      Action without Meeting..........................................................................7
         5.7      Tax Matters Partner.............................................................................7
         5.8      Telephonic Participation........................................................................7
         5.9      Compensation of Managers........................................................................7

ARTICLE VI OFFICERS...............................................................................................7
         6.1      Officers........................................................................................7
         6.2      Election of Officers............................................................................7
         6.3      Compensation of Officers........................................................................7
         6.4      Duties of President.............................................................................8
         6.5      Duties of Chief Financial Officer...............................................................8
         6.6      Duties of Secretary.............................................................................8



                                      i

ARTICLE VII action by Members.....................................................................................8
         7.1      Meetings of Members.............................................................................8
         7.2      Calling Meetings................................................................................8
         7.3      Quorum..........................................................................................9
         7.4      Voting Rights...................................................................................9
         7.5      Action without Meeting..........................................................................9
         7.6      Telephonic Participation........................................................................9

ARTICLE VIII NOTICES..............................................................................................9
         8.1      Notices.........................................................................................9
         8.2      Waiver of Notice...............................................................................10

ARTICLE IX ACCOUNTING AND RECORDS................................................................................10
         9.1      Financial and Tax Reporting....................................................................10
         9.2      Books and Records..............................................................................10
         9.3      Tax Returns....................................................................................10

ARTICLE X ALLOCATIONS............................................................................................10
         10.1     Allocation of Net Income or Net Loss...........................................................10
         10.2     Time of Allocations............................................................................11
         10.3     Special Tax Provisions.........................................................................11

ARTICLE XI DISTRIBUTIONS.........................................................................................12
         11.1     Distribution Shares............................................................................12
         11.2     Tax Distributions..............................................................................12
         11.3     Quarterly Profit Distributions.................................................................12
         11.4     Distributions in Kind..........................................................................12
         11.5     Restriction on Distributions and Withdrawals...................................................12

ARTICLE XII TRANSFER OF MEMBERSHIP...............................................................................13
         12.1     Right of First Refusal.........................................................................13
         12.2     Transfer.......................................................................................13
         12.3     Transfer Void..................................................................................14
         12.4     Admission of Transferee........................................................................14

ARTICLE XIII TERMINATION.........................................................................................14
         13.1     Termination....................................................................................14
         13.2     Effect of Bankruptcy, Death, etc...............................................................14
         13.3     Winding Up and Certificate of Cancellation.....................................................14
         13.4     Distribution of Property.......................................................................14

ARTICLE XIV DEFINITIONS..........................................................................................15
         14.1     Definitions....................................................................................15



                                       ii

ARTICLE XV MISCELLANEOUS.........................................................................................16
         15.1     Amendment......................................................................................16
         15.2     Power of Attorney..............................................................................16
         15.3     Legends........................................................................................17
         15.4     Withholding Taxes..............................................................................17
         15.5     Further Assurances.............................................................................17
         15.6     Binding Effect.................................................................................17
         15.7     Governing Law..................................................................................17
         15.8     Choice of Forum................................................................................17
         15.9     Attorneys' Fees................................................................................17
         15.10    Notices........................................................................................18
         15.11    Severability...................................................................................18
         15.12    Counterparts...................................................................................18
         15.13    Entire Agreement...............................................................................18
         15.14    No Third Party Beneficiary.....................................................................19
         15.15    Preparation of Agreement.......................................................................19
         15.16    Acknowledgement of Risk........................................................................19
         15.17    Public Disclosure of Information...............................................................19

EXHIBIT A         ARTICLES OF ORGANIZATION

EXHIBIT B         CONSULTING AGREEMENT

EXHIBIT C         BUSINESS PLAN

iii

NuWay sports medicine ventures llc

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is made as of the date mentioned above, by and between, Kenyon Rasheed, doing business as Rasheed and Associates ("KA"), and NUWAY MEDICAL, INC., ("Nuway") a Delaware corporation, as members of NuWay Sports Medicine Ventures LLC, a California limited liability company (the "JV" or the "LLC").

RECITALS

A........KA has been a development stage business for approximately eighteen months and has developed key contacts, a business plan attached hereto and incorporated by reference, key vendor relationships and numerous prospective customers who have expressed a willingness to enter into contractual arrangements with the newly formed Joint Venture.

B........Nuway is a healthcare company in the medical products and devices business, the main focus is bringing real world solutions to healthcare providers. The company prides itself on its technological innovations and applications. The company also acquires healthcare services companies to take advantage of economies of scale and vertical market opportunities. It is a public company traded under the symbol: NMED.

C. .....KA in its search to pursue its business plan is bringing Nuway into the project by agreeing to enter into a joint venture agreement with Nuway. The intent of the parties is to work together to profit from the newly formed Joint Venture.

D........As a part of this new joint venture between KA and Nuway, Nuway is agreeing to guaranty for KA, the payment of cash or freely traded shares of stock in Nuway pursuant to a Consulting Agreement, by and between Nuway and KA, which is attached hereto and incorporated by reference and in exchange for each parties ongoing contribution to the success of the joint venture as described herein.

E........In furtherance of these objectives, KA and Nuway agrees to form a California limited liability company named Nuway Sports Medicine Ventures, hereinafter referred to as the ("JV"), which among other products will include a system referred to as NuWay Medicals Player Record Library System, which the JV will trademark as appropriate, and each party shall contribute it's intellectual property and any and all related assets to in exchange for it's ownership of the newly formed JV, which shall be allocated 49% to KA and 51% to Nuway. This Joint Venture Agreement shall serve as the Operating Agreement required by California Corporation's code section 17050(a).


NOW THEREFORE, in addition to the representations and agreements contained above, for good and valuable consideration do the parties hereto agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1.1 FORMATION AND EFFECTIVE DATE OF AGREEMENT. The Members have formed the LLC pursuant to the Beverly-Killea Limited Liability Company Act (the "ACT") on December 1, 2002 by causing Articles of Organization conforming to the requirements of the Act attached hereto as EXHIBIT A to be filed with the office of the Secretary of State of the State of California.

1.2 NAME AND PRINCIPAL PLACE OF BUSINESS. Unless and until amended in accordance with this Agreement and the Act, the name of the LLC will be "NuWay sports medicine ventures llc." The principal place of business of the LLC in California shall initially be 23461 South Pointe Drive, Suite 200, Laguna Hills, 92653, or in such other place or places as the Managers from time to time unanimously determine.

1.3 AGENT FOR SERVICE OF PROCESS. Until such time as the Managers have appointed a different person to act in the State of California as the agent of the LLC for service of process, the LLC's agent for service of process in the State of California shall be as set forth in the Articles of Organization.

1.4 AGREEMENT. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended. It is the express intention of the parties hereto that this Agreement shall be the sole statement of agreement among them with respect to this joint venture, and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Act, the Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other law or rule. It is the express intention of the parties hereto that this Agreement fulfill the requirement of corporations code section 17050(a). To the extent any provision of the Agreement is prohibited or ineffective under the Act, the Agreement shall be considered amended to the smallest degree possible in order to make the agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make valid any provision of the Agreement that was formerly invalid, such provision shall be considered to be a part of this Agreement from and after the date of such interpretation or amendment.

1.5 BUSINESS. The purpose of the LLC is to engage in any lawful act or activity for which an LLC may be organized under the Act, provided that the LLC shall not engage in the practice of any profession requiring a license under the laws of the State of California without first obtaining such license. The joint venture contemplated by the parties for the formation of the LLC involves the development, production, marketing and distribution of a medical device produce to be used by professional and amateur sports organizations, as more fully described in the business plan attached as Exhibit "C".

1.6 DEFINITIONS. Terms not otherwise defined in this Agreement shall have the meanings set forth in Article XIV.

2

1.7 TERM. The term of the LLC shall begin upon the filing of the Articles of Organization and shall continue until November 30, 2102 unless its existence is sooner terminated pursuant to Articles XII or XIII of this Agreement.

ARTICLE II

MEMBERSHIP

2.1 MEMBERS. The Members of the LLC are NuWay and KA, each of whom is admitted to the LLC as a Member as of the date this Agreement becomes effective.

2.2 REPRESENTATIONS AND WARRANTIES. Each Member hereby represents and warrants to the LLC and each other Member as follows:

(a) AUTHORIZATION. If the Member is an organization, that it is duly organized, validly existing, and in good standing under the law of its state of organization and that it has full power and authority to execute and enter into this Agreement and to perform its obligations hereunder and that all actions necessary for the due authorization, execution, delivery and performance by that Member of this Agreement have been duly taken.

(b) COMPLIANCE WITH OTHER INSTRUMENTS. The Member's authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which such Member is a party or by which it or he is bound.

(c) PURCHASE ENTIRELY FOR OWN ACCOUNT. The Member is acquiring his interest in the LLC for the Member's own account for investment purposes only and not with a view to or for the resale, distribution, subdivision or fractionalization thereof and has no contract, understanding, undertaking, agreement or arrangement of any kind with any Person to sell, transfer or pledge to any Person his interest or any part thereof nor does such Member have any plans to enter into any such agreement.

(d) INVESTMENT EXPERIENCE. By reason of their business or financial experience, the Members have the capacity to protect their own interests in connection with the transactions contemplated hereunder, are able to bear the risks of an investment in the LLC, and at the present time could afford a complete loss of such investment.

(e) DISCLOSURE OF INFORMATION. The Member is aware of the LLC's business affairs and financial condition and has acquired sufficient information about the LLC to reach an informed and knowledgeable decision to acquire an interest in the LLC.

(f) FEDERAL AND STATE SECURITIES LAWS. Assuming federal and state securities laws apply to the interests described herein, the Member acknowledges that the interests have not been registered under the Securities Act of 1933 or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws, may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. In this connection, the Member represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933.

3

2.3 ADDITIONAL MEMBERS. Additional Persons may be issued Shares of the LLC and admitted to the LLC as Members at whatever times and upon such terms and conditions as the Managers may unanimously determine. The admission of additional Members shall be effected by amendment of this Agreement by the unanimous consent of all Members.

2.4 RESIGNATION OR WITHDRAWAL OF A MEMBER. Subject to the provisions for transfer contained in Article XI, no Member shall have the right to resign or withdraw from membership in the LLC or withdraw his interest in the capital, except as may be approved unanimously by the Members.

ARTICLE III

CONTRIBUTIONS TO CAPITAL; ISSUANCE OF SHARES

3.1 LLC SHARES. Ownership of the LLC shall be divided into and represented by shares of the LLC (the "Shares"). The total number of Shares which the LLC is authorized to issue is one thousand (1,000). Additional Shares may from time to time be authorized, and the Shares may from time to time be divided into classes and series, as unanimously agreed upon by the Members and as evidenced by amendment of this Agreement.

3.2 CONTRIBUTIONS. Contemporaneously with or forthwith after the execution of this Agreement, each Member shall contribute assets to the capital of the LLC as set forth below. No Member shall be required to make any additional contributions to the capital of the LLC, except as may be unanimously agreed upon by the Members.

(a)......NuWay shall contribute its resources and project management abilities, and its access to capital to fund the growth of the JV;

(b) KA shall contribute business and strategic plans, and marketing, sales, and customer services to the LLC, as more particularly described in a consulting agreement substantially in the form attached hereto as EXHIBIT B, to be executed by and between NuWay and KA;

3.3 ISSUANCE OF SHARES; PERCENTAGE OWNERSHIP OF MEMBERS. In exchange for the initial contributions to capital by the Members pursuant to this Section, the LLC shall issue the following shares:

(a) NuWay shall be issued 510 Shares (making its percentage ownership of the LLC 51%),

(b) KA shall be issued 490 Shares (making his percentage ownership of the LLC 49%),

Certificates shall not be issued for the Shares, unless deemed necessary and appropriate by the Managers or Members. Unless certificates are issued, ownership of the Shares shall be evidenced by the allocation of Shares to each Member in this Agreement.

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3.4 RECORD OF CAPITAL ACCOUNT. The Managers shall keep a record which shall be maintained with the books and records of the LLC of the Capital Contributions and Capital Account of each Member, and, if certificates for Shares are issued a ledger of Share issuances and transfers.

ARTICLE IV

RESPONSIBILITIES OF THE JOINT VENTURERS

4.1 RESPONSIBILITIES OF NUWAY. In addition to its contribution as stated herein, Nuway shall be responsible for the project management duties relating to newly acquired customers, vendor selection support and management and all financial and corporate management duties of the JV, including those described on Exhibit "C".

4.2 RESPONSIBILITIES OF KA NUWAY. In addition to its contribution as stated herein, KA shall be responsible for all marketing, sales, and customer service functions of the JV, as more fully described in Exhibit "B", attached hereto and incorporated by reference.

4.3 JOINT RESPONSIBILITIES. In addition to the other obligations and responsibilities outlined herein, NuWay and KA shall develop quarterly operating budgets and shall be obligated to remain within those operating budgets. To the extent either party exceeds the amount allocated to said party in the jointly developed budgets, and in the absence of any other agreement, the party exceeding the amount allocated to it in the budget shall be obligated to contribute cash to cover the overage incurred by the JV, which shall be allocated to capital contribution, and shall not be repayable by the JV to the party making the contribution.

ARTICLE V

MANAGEMENT

5.1 MANAGEMENT BY MANAGERS. The LLC shall be managed and controlled by Managers (the "BOARD OF MANAGERS") who need not be Members of the LLC. Four Managers are authorized by this Agreement, two of whom may be appointed by NuWay, in NuWay's sole and absolute discretion, and two of whom may be appointed by KA, in KA's sole and absolute discretion. Two individuals are hereby appointed to the Board of Managers at this time: Dennis Calvert, appointed by NuWay, and Kenyon Rasheed, appointed by KA.

The persons serving as Managers may be removed or replaced at any time, and the number of Managers authorized may be amended, with the unanimous approval of the Members. Each time a Manager withdraws, is removed or otherwise ceases to be a Manager, or there is a vacancy on the Board of Managers for any other reason, the remaining Managers shall promptly notify the Members, who shall elect a new Manager to fill such vacancy. If the Members cannot unanimously agree on a Manager to fill a vacancy, the spot on the Board of Managers shall remain vacant until the Members can unanimously agree on a new Manager.

5.2 AUTHORITY OF MANAGERS. The business of the LLC shall be managed by and under the direction of the Board of Managers, who may exercise all such powers of the LLC and do all such lawful acts and things as are not by statute or by the Articles of Organization or by this Agreement directed or required to be exercised or done by the Members. It is intended that the powers and authority of the Board of Managers shall be substantially the same as the powers and authority of directors of a corporation formed under the laws of the State of California.

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5.3 APPROVAL GENERALLY REQUIRED. Unless the Act or this Agreement requires a greater number, all actions of the Managers shall require the approval of a majority of the Board of Managers.

5.4 UNANIMOUS APPROVAL REQUIRED. In addition to other provisions of this Agreement that require the unanimous vote of all Managers to take action on behalf of the LLC, the following actions cannot be taken by the Managers on behalf of the LLC without the unanimous consent of all Managers:

(a) Any amendments to this Agreement or the Articles of Organization of the LLC.

(b) (i) a liquidation, dissolution or other reorganization of the LLC, (ii) the acquisition of the LLC by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation), or (iii) the sale of ten percent (10%) or more of the assets of the LLC in a single transaction or series of related transactions (all such transactions described in these clauses (ii) and (iii), a "COMPANY SALE").

(c) The acquisition by the LLC of another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation), or the purchase of assets of another entity in a transaction or series of transactions whose value is greater than ten percent (10%) of the value of the assets of the LLC measured immediately prior to any such asset purchase (all transactions in this paragraph (c), a "COMPANY ACQUISITION").

(d) The issuance of any debt or equity securities of the LLC, the incurrence of any debt by the LLC, or the making or repayment by the LLC of any loans, advances or guarantees.

(e) The establishment of the LLC's annual operating budgets and any material changes to those budgets.

(f) The payment of any salaries, fees, bonuses, benefits or other forms of remuneration to directors, officers, employees or consultants to the LLC in excess of amounts specifically set forth in employment agreements approved by the unanimous vote of the Managers or in the operating budget approved by the unanimous vote of the Managers.

(g) The authorization or payment of any dividends or other LLC distributions or the cancellation, redemption or repurchase of any Shares of the LLC.

(h) Any material change in the business of the LLC, in the name of the LLC, or the engagement in any business activity other than the LLC's current business.

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(i) The creation of any subsidiary of the LLC, or, after creating a subsidiary with the unanimous approval of the Managers, the taking of any of the foregoing actions in this Section 4.4 with respect to such subsidiary.

5.5 MEETINGS. The Managers of the LLC may hold meetings, both regular and special, either within or outside the State of California. The meetings may be held at such time and place as shall be specified in a notice given as hereinafter provided at least two (2) days in advance of such meeting, or as shall be specified in a written waiver signed by all of the Managers. Regular meetings of the Managers may be held without notice at such time and at such place as shall from time to time be determined by the Managers.

5.6 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Managers may be taken without a meeting, if all Managers consent thereto in writing, and the writing or writings are filed with the books and records of the LLC.

5.7 TAX MATTERS PARTNER. The Members hereby authorize the Managers to designate from time to time one of the Managers to act as the tax matters partner pursuant to Code Section 6231(a)(7).

5.8 TELEPHONIC PARTICIPATION. Any Manager shall have the right to attend any properly called and convened meeting by means of telephonic communications which permit each person attending the meeting, in person or by telephone, to hear and speak to each other person so present.

5.9 COMPENSATION OF MANAGERS. Unless otherwise unanimously approved by the Members, the Managers shall not be entitled to any compensation for services or activities undertaken in their capacity as a Manager of the LLC, but each non-employee Manager shall be entitled to be reimbursed in full for any costs or expenses reasonably incurred in performing the functions of a Manager hereunder.

ARTICLE VI

OFFICERS

6.1 OFFICERS. The officers of the LLC shall include a President, a Chief Financial Officer and a Secretary to be appointed by the unanimous vote of the Managers. The Managers acting by unanimous vote of the may create other offices and elect persons to hold such other offices as they deem appropriate. Any number of offices may be held by the same person. The duties of any officers other than the President shall be established from time to time by the acting by unanimous vote of the Managers or by the President acting under authority granted by the Managers acting by unanimous vote.

6.2 ELECTION OF OFFICERS. Each officer shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managers.

6.3 COMPENSATION OF OFFICERS. Subject to any applicable employment agreement, the salaries of all officers and agents of the LLC shall be reasonably fixed by the unanimous vote of the Managers or by the President acting under authority granted by the Managers voting unanimously.

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6.4 DUTIES OF PRESIDENT. The President shall be the chief executive officer of the LLC and, unless the Managers acting by unanimous vote determine otherwise, shall preside at all meetings of the Members. He shall have general and active management of the day-to-day business and affairs of the LLC, which may include serving as a member of the management of any subsidiary of the LLC, and shall see that all orders and resolutions of the Managers are carried into effect.

6.5 DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the chief accounting officer of the LLC and shall be responsible for maintaining all financial records of the LLC, and for preparing financial statements of the LLC (with the assistance of outside independent auditors, as prescribed by the Managers).

6.6 DUTIES OF SECRETARY. The Secretary shall attend all meetings of the Members and record all the proceedings of the meetings of the Members in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Members, and shall perform such other duties as may be prescribed by the Managers acting by unanimous vote.

ARTICLE VII

action by Members

7.1 MEETINGS OF MEMBERS. All meetings of the Members shall be held at such place as may be fixed from time to time by the Managers and stated in the notice of the meeting. Meetings of Members for any purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Members are not required to meet annually or at any other regular interval, but only when necessary to approve matters that require Member approval hereunder or when a meeting is otherwise called as provided herein.

7.2 CALLING MEETINGS.

(a) Meetings of the Members, for any purpose or purposes, may be called by the Managers and shall be called by the President at the request in writing of any Manager, or at the request in writing of any Member, provided that such Managers or Members shall have stated with specificity the purpose or purposes of the proposed special meeting.

(b) Written notice of a meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Member entitled to vote at such meeting.

(c) Business transacted at any meeting of Members shall be limited to the purposes stated in the notice.

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7.3 QUORUM.

(a) No less than a majority of the holders of all of the Shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at a meeting of the Members for the transaction of business, except as otherwise provided by statute. If such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall adjourn the meeting until a quorum shall be present or represented. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting.

(b) When a quorum is present at any meeting, only the vote of the holders of all of the Shares present in person or by proxy shall decide any question brought before such meeting.

7.4 VOTING RIGHTS.

(a) Each Member shall be entitled to one (1) vote in person or by proxy for each Share at every meeting of the Members. No proxy shall be voted after six (6) months from its date unless the proxy expressly provides for a longer period. Notwithstanding the above, neither the assigning Member nor the Transferee of Shares which have been assigned shall have any right to a vote or votes with respect to any assigned Shares. A Member who has assigned some, but not all, of his Shares of the LLC shall be treated as a Member and entitled to a vote on all matters to the extent of his retained Shares of the LLC.

(b) In addition to the voting rights of the Members hereunder and under the Act, Members holding all of the outstanding Shares shall be required to approve at a meeting or pursuant to Section 7.5 hereof (i) any amendment to this Agreement, or (ii) any Company Sale or Company Acquisition.

7.5 ACTION WITHOUT MEETING. Any action permitted or required to be taken at any meeting of Members of the LLC may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members holding all of the outstanding Shares of the LLC.

7.6 TELEPHONIC PARTICIPATION. Any Member shall have the right to attend any properly called and convened meeting by means of telephonic communications which permit each person attending the meeting, in person or by telephone, to hear and speak to each other person so present.

ARTICLE VIII

NOTICES

8.1 NOTICES. Whenever under the provisions of the Act, the Articles of Organization or this Agreement, notice is required to be given to any Member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Member at his or its address as it appears on the records of the LLC with postage thereon prepaid, and such notice shall be

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deemed to be given two (2) days after the same shall be deposited in the United States mail. Notice to Members may also be given by telegram or facsimile. The address of the Members on the records of the LLC shall be as set forth beneath the signature of the Members on the signature page hereof, until changed by any Member on the records of the LLC by proper notice.

8.2 WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the Act, the Articles of Organization or this Agreement, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX

ACCOUNTING AND RECORDS

9.1 FINANCIAL AND TAX REPORTING. The LLC shall prepare its financial statements in accordance with generally accepted accounting principles as from time to time in effect and shall prepare its income tax information returns using such methods of accounting and tax year as the Managers deem necessary or appropriate under the Code and Treasury Regulations. At the end of each fiscal quarter (March 31, June 30, September 30 and December 31), the Managers shall cause to be prepared a detailed accounting of the income and expenses of the LLC in accordance with general accepted accounting principles, with the year end accounting being prepared by independent auditors selected by the Board of Managers.

9.2 BOOKS AND RECORDS. Proper and complete books of account and records of the business of the LLC (including those books and records identified in Section 17058 of the Act) shall be kept under the supervision of the Managers at the LLC's principal office and at such other place as designated by the Managers.

9.3 TAX RETURNS. The Managers shall timely file a Federal income tax information return and transmit to each Member a schedule showing such Member's distributive Share of the LLC's income, deductions and credits, and all other information necessary for such Members timely to file their Federal income tax returns. The Managers similarly shall file, and provide information to the Members regarding, all appropriate state and local income tax returns.

ARTICLE X

ALLOCATIONS

10.1 ALLOCATION OF NET INCOME OR NET LOSS.

(a) Nonrecourse Deductions and all Minimum Gain shall be allocated to the Members in proportion to their ownership of Shares.

(b) After giving effect to the allocations set forth in paragraph (a) hereof, Net Income or Net Loss, or items of income, gain, loss or deduction included in the determination of Net Income or Net Loss, for each Accounting Period, shall be allocated to the Members as follows:

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(i) Net Income or, to the extent necessary, items of income or gain, for the Accounting Period shall be allocated to Members in an amount equal to the excess, if any, of (a) the sum of such Member's Capital Account as of the last day of the Accounting Period plus any distributions made by the LLC to such Member during the Accounting Period, over (b) the sum of such Member's Capital Account as of the beginning of the Accounting Period plus any Capital Contributions made during the Accounting Period; and

(ii) Net Loss, or to the extent necessary items of loss or deduction, for the Accounting Period shall be allocated to Members in an amount equal to the excess, if any, of (a) the sum of such Member's Capital Account as of the beginning of the Accounting Period plus any Capital Contributions made during the Accounting Period, over (b) the sum of such Member's Capital Account as of the last day of the Accounting Period plus any distributions made by the LLC to such Member during the Accounting Period.

(c) The income, gain, loss or deduction allocated to a Member shall include each item which is included in the determination of Net Income or Net Loss under this Agreement, and in the event that it is necessary to allocate items of income, gain, loss or deduction to any Member under this Section 10.1, the allocations shall be made in such a fashion as to cause the Members to have the same percentage allocation of all items of income or gain, or of all loss or deduction.

10.2 TIME OF ALLOCATIONS. The Net Income or Net Loss of the LLC for each Accounting Period shall be allocated to the Members at the end of the Accounting Period in accordance with the provisions of Section 9.1 above.

10.3 SPECIAL TAX PROVISIONS.

(a) PARTNERSHIP TAX TREATMENT. The Members expect and intend that the LLC shall be treated as a partnership for all federal income tax purposes and each Member and the Managers agree that they (i) will elect to be taxed as a partnership under applicable Treasury Regulations; and (ii) will not on any federal, state, local or other tax return take a position, and shall not otherwise assert a position, inconsistent with such expectation and intent.

(b) TAX ALLOCATIONS. Except as otherwise provided in this Article VII, items of income, gain, loss or deduction recognized for income tax purposes shall be allocated in the same manner that the corresponding items entering into the calculation of Net Income and Net Loss are allocated pursuant to this Agreement.

(c) SECTION 704(C) ADJUSTMENTS. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss and deduction with respect to an asset, if any, contributed to the capital of the LLC shall, solely for tax purposes, be allocated between the Members so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its value upon contribution to the LLC.

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(d) SECTION 754 ELECTION. A Section 754 election may be made for the LLC at the sole discretion of the Managers. In the event of an adjustment to the adjusted tax basis of any LLC asset under Code Section 734(b) or Code Section 743(b) pursuant to a Section 754 election by the LLC, subsequent allocations of tax items shall reflect such adjustment consistent with the Treasury Regulations promulgated under Sections 704, 734 and 743 of the Code.

(e) ALLOCATIONS UPON TRANSFERS OF LLC INTERESTS. If, during an Accounting Period, a Member (the "TRANSFERRING MEMBER") transfers Shares to another person, items of Net Income and Net Loss, together with corresponding tax items, that otherwise would have been allocated to the Transferring Member with regard to such Accounting Period shall be allocated between the Transferring Member and the substitute Member in accordance with their respective Shares during the Accounting Period using any method permitted by Section 706 of the Code and selected by the Managers.

ARTICLE XI

DISTRIBUTIONS

11.1 DISTRIBUTION SHARES. 1. All distributions by the LLC to Members shall be made to the Members in proportion to their ownership of Shares and the respective rights of any classes and series of Shares that may from time to time be created as permitted in this Agreement.

11.2 TAX DISTRIBUTIONS. In order to permit Members to pay taxes on their allocable share of the taxable income of the LLC, the Managers shall, except as prohibited by Section 10.5, cause the LLC to distribute, as soon as practicable after the end of each year, an amount equal to the excess, if any, of (a) the product of (i) the taxable income of the LLC for the just-ended Fiscal Year multiplied by (ii) 45%, over (b) any Section 10.3 distributions made during the just-ended Fiscal Year. The percentage referred to in clause (a)(ii) above shall be increased (or decreased) from time to time by the increase (or decrease) in the maximum rate of tax imposed on individual taxpayers under the Code.

11.3 QUARTERLY PROFIT DISTRIBUTIONS. On the last business day of each quarter, the LLC shall distribute to the Members fifty percent (50%) of all cash on hand in excess of the LLC's anticipated expenses for the following quarter, based on the operating budgets agreed upon by the unanimous agreement of the Managers. Notwithstanding the foregoing distribution requirements, at any time upon the unanimous agreement of the Managers, the Managers may elect not to make distributions required by this Section 10.3 in order to accumulate funds for working capital purposes or otherwise.

11.4 DISTRIBUTIONS IN KIND. All distributions shall be made in cash or cash equivalents unless the Managers voting unanimously shall have approved a distribution of assets in kind.

11.5 RESTRICTION ON DISTRIBUTIONS AND WITHDRAWALS.

(a) RECOUPING INVESTMENTS. All investments by either KA or Nuway, whether directly into the JV or on behalf of the JV, from the date of this agreement forward shall be recouped by the investing party prior to any calculation of profit, which shall include direct costs incurred by Nuway and Nuway's payment of consulting fees to KA pursuant to the Consulting Agreement attached as Exhibit "B".

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(b) REPAYMENT OF COSTS. The JV shall repay to its members any direct costs incurred by said party prior to making profit distributions, or as otherwise agreed to by the parties.

(c) NO DISTRIBUTIONS ABOVE FAIR VALUE. The LLC shall not make any distribution to the Members unless immediately after giving effect to the distribution, all liabilities of the LLC, other than liabilities to Members on account of their interest in the LLC and liabilities as to which recourse of creditors is limited to specified property of the LLC, do not exceed the fair value of the LLC assets, provided that the fair value of any property that is subject to a liability as to which recourse of creditors is so limited shall be included in the LLC assets only to the extent that the fair value of the property exceeds such liability.

(d) LIABILITY FOR IMPROPER DISTRIBUTIONS. NO MEMBER SHALL BE LIABLE TO THE LLC FOR THE AMOUNT OF A DISTRIBUTION RECEIVED PROVIDED THAT, AT THE TIME OF THE DISTRIBUTION, SUCH MEMBER DID NOT KNOW THAT THE DISTRIBUTION WAS IN VIOLATION OF
SECTION 10.5(A). A MEMBER WHICH RECEIVES A DISTRIBUTION IN VIOLATION OF SECTION 10.5(A), AND WHICH KNEW AT THE TIME OF THE DISTRIBUTION THAT THE DISTRIBUTION VIOLATED SUCH CONDITION, SHALL BE LIABLE TO THE LLC FOR THE AMOUNT OF THE DISTRIBUTION.

ARTICLE XII

TRANSFER OF MEMBERSHIP

12.1 RIGHT OF FIRST REFUSAL. Each member desiring to sell its interest in the JV shall be obligated to give the other members a unilateral right of first refusal to acquire the selling member's interest in the JV. If the selling member is an original member of the JV, then the other original member shall have the right of first refusal. If the selling member is a member other than an original member of the LLC, then each member has the right of first refusal, subject to the terms herein. The non-selling members have 90 days from receipt of written notice by the selling member in which to consummate the sale, or the right to purchase said member's interest shall be forfeited, leaving the selling party free to sell it's ownership interest to a third party at market price. In the event of a tender of an offer to buy, by one party to the other, the receiving party shall be entitled to match the offer tendered and acquire the interests of the other, so long as it is consummated within 60 days of notice of intent to buy.

12.2 TRANSFER. Subject to the provisions of the Right of First Refusal, any Member may sell, encumber, mortgage, assign or otherwise transfer any portion of his Shares only if (i) the non-transferring Member(s) in their sole discretion unanimously agree to the transfer, (ii) the Transferee shall have agreed in writing to assume all of the obligations of the assignor with respect to the Shares assigned (including the obligations imposed hereunder as a condition to any transfer), and (iii) the non-transferring Members shall have concluded
(which conclusion may be based upon an opinion of counsel satisfactory to them) that such assignment or disposition would not (A) result in a violation of the Securities Act of 1933 as amended, or any other applicable statute of any jurisdiction; (B) result in a termination of the LLC for Federal or state income tax purposes or result in the LLC being taxed as a corporation for Federal or state income tax purposes; or (C) result in a violation of any law, rule or regulation by the transferring Member, the Transferee, the LLC or the other Members.

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12.3 TRANSFER VOID. Any purported transfer, sale, encumbrance, mortgage, assignment, or disposition of Shares in contravention of this Article XI shall be void and of no effect to, on or against the LLC, any Member, any creditor of the LLC or any claimant against the LLC.

12.4 ADMISSION OF TRANSFEREE. Each Person to whom any Shares have been transferred in accordance with the terms of this Agreement or by operation of law shall immediately be admitted as a Member of the LLC with respect to such Shares. The transferee Member shall have all the rights and powers and will be subject to all the restrictions and liabilities of the Member who transferred the Shares. The admission of a transferee Member shall not release any Member who previously assigned the Shares from liability to the LLC that may have existed prior to such substitution.

ARTICLE XIII

TERMINATION

13.1 TERMINATION. The LLC shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following:

(a) the expiration of its stated term;

(b) the unanimous vote of the Members;

(c) the consummation of a Buyout pursuant to Article XIII;

(d) the entry of a decree of judicial dissolution under the Act.

13.2 EFFECT OF BANKRUPTCY, DEATH, ETC. The death, bankruptcy, retirement, resignation, expulsion or dissolution of a Member shall not cause the dissolution of the LLC provided that immediately following any such event there are at least two Members, or, if there are not two Members at such time, a second Member is admitted within ninety (90) days of such event.

13.3 WINDING UP AND CERTIFICATE OF CANCELLATION. The winding up of the LLC shall be completed when all debts, liabilities and obligations of the LLC have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Members. Upon the completion of winding up of the LLC, a Certificate of Cancellation shall be filed with the California Secretary of State.

13.4 DISTRIBUTION OF PROPERTY. Upon dissolution and winding up of the LLC, the affairs of the LLC shall be wound up and the LLC liquidated by the Members. The assets of the LLC shall be applied to repay creditors of the LLC in the order of priority provided by law. Except as provided in Section 13.6(b), the remaining balance of assets of the LLC after satisfaction of the obligations to creditors shall be distributed to the Members in proportion to the relative percentage of Shares owned by each at the time of the distribution.

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ARTICLE XIV

DEFINITIONS

14.1 DEFINITIONS. The following terms shall have the meanings set forth for purposes of this Agreement:

(a) "ACCOUNTING PERIOD" shall mean for each Fiscal Year the period beginning on the 1st of January and ending on the 31st of December; provided however, that the first Accounting Period shall commence on the date of formation of the LLC and shall end on December 31, 2002; and provided, further, that a new Accounting Period shall commence on any date on which a new Member is admitted to the LLC or a Member ceases to be a Member for any reason.

(b) "AGREEMENT" shall mean this Joint Venture Agreement as the same shall be amended from time to time.

(c) "CAPITAL ACCOUNT" means with respect to each Member the amount, as of the date on which the determination is made, which would be distributed to such Member under this Agreement, if on such date, all property of the LLC were sold for an amount equal to its book value and the LLC immediately liquidated.

(d) "CAPITAL CONTRIBUTION" of a Member shall mean that amount of capital actually contributed by the Member to the LLC pursuant to Article III or Section 2.4 hereof.

(e) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

(f) "EBITDA" means earnings before income tax, depreciation and amortization, as calculated in accordance with generally accepted accounting principles.

(g) "FISCAL YEAR" shall mean the period from January 1 to December 31 of each year, or as otherwise required by law.

(h) "MANAGERS" shall mean the natural persons responsible for management of the LLC.

(i) "MEMBERS" shall mean all Members, including substitute Members and new-original-issuance Members.

(j) "MINIMUM GAIN" has the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

(k) "NET INCOME OR NET LOSS" shall mean for any Accounting Period the amount computed as of the last day thereof of the net income or loss computed under generally accepted accounting principles.

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(l) "NONRECOURSE DEDUCTIONS" has the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations.

(m) "OFFICERS" shall mean those natural persons, appointed from time to time by the Managers, who have the same rights, powers, privileges, duties, obligations, liabilities, restrictions and immunities, as near as may be, as the respective officers of the Deemed Corporation.

(n) "PERSON" shall mean a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

(o) "TRANSFEREE" means any person to whom Shares are transferred or assigned in compliance with ARTICLE XII.

(p) "TREASURY REGULATIONS" means regulations issued pursuant to the Code.

ARTICLE XV

MISCELLANEOUS

15.1 AMENDMENT. (a) The Managers shall have the duty and authority to amend the Articles of Organization or this Agreement as and to the extent necessary to reflect any and all changes or corrections necessary or appropriate as a result of any action taken by the Members in accordance with the terms of this Agreement.

15.2 POWER OF ATTORNEY. By signing this Agreement, each Member irrevocably designates and appoints the Managers, or any of them, as his true and lawful attorney, in his name, place and stead, to make, execute, sign and file such instruments, documents or certificates which may from time to time be required by the laws of the United States of America and the State of California and any political subdivision thereof or any other state or political subdivision in which the LLC shall do business to carry out the purposes of this Agreement, except where such action requires the express approval of the Members hereunder. Such attorney is not hereby granted any authority on behalf of the undersigned Members to amend this Agreement except that as attorney for each of the undersigned Members, the Managers, or any of them, shall have the authority to amend this Agreement and the LLC's Articles of Organization to the extent as may be required to give effect to the transactions below following any necessary approvals or consents of the Members or Managers, as the case may be:

(a) Extensions of the term of the LLC;

(b) Admissions of additional Members;

(c) Transfer of a Member's Shares;

(d) Withdrawals or distributions; and

(e) Contributions of additional capital.

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The Managers shall provide to the Members copies of all documents executed pursuant to the power of attorney contained in this Section 15.2.

15.3 LEGENDS. If any certificates are issued evidencing a Member's interest in the LLC, each certificate shall bear a legend to the effect that the Shares have not been registered under the Securities Act of 1933, as amended, and are subject to the restrictions on transferability and sale set forth in this Agreement and under the Act.

15.4 WITHHOLDING TAXES. In the event that the LLC is obligated to withhold and pay any taxes with respect to any Member, any tax required to be withheld may be withheld from any distribution otherwise payable to such Member, or in lieu thereof upon remittance to the appropriate tax authority may be charged to that Member's Capital Account as if the amount of such tax had been distributed to such Member.

15.5 FURTHER ASSURANCES. The parties agree to execute and deliver any further instruments or documents and perform any additional acts which are or may become necessary to effectuate and carry on the LLC created by this Agreement.

15.6 BINDING EFFECT. Subject to the restrictions on transfer set forth in ARTICLE XII, this Agreement shall be binding on and inure to the benefit of the Members and their respective transferees, successors, assigns and legal representatives.

15.7 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

15.8 CHOICE OF FORUM. The parties agree that any dispute regarding the interpretation or validity of, or otherwise arising out of this Agreement, shall be subject to the exclusive jurisdiction of the California State Courts in and for Orange County, California or, in the event of federal jurisdiction, the United States District Court for the Southern District of California sitting in Orange County, California, and each party hereby agrees to submit to the personal and exclusive jurisdiction and venue of such courts and not to seek the transfer of any case or proceeding out of such courts.

15.9 ATTORNEYS' FEES. If a party to this Agreement shall bring any action, suit, counterclaim, appeal, arbitration, or mediation for any relief against any other party or parties, declaratory or otherwise, to enforce the terms hereof or to declare rights hereunder (collectively, an "ACTION"), the losing party or parties shall pay to the prevailing party or parties a reasonable sum for attorneys' fees and costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a "DECISION") granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in such Action shall contain a specific provision providing for the recovery of attorneys' fees and costs incurred in enforcing such Decision. The court or arbitrator may fix the amount of reasonable attorneys' fees and costs on the request of either party. For the purposes of this paragraph, attorneys' fees shall include, without limitation, fees incurred in the following: (1) postjudgment motions and collection actions;

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(2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. "PREVAILING PARTY" within the meaning of this paragraph includes, without limitation, a party who agrees to dismiss an Action on the other party's payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought by it.

15.10 NOTICES. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
(i) on the date of service if served personally on the party to whom notice is to be given, (ii) on the second day after date of service if by private airborne/overnight delivery service or (iii) on the fifth day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Nuway                       Nuway Medical, Inc.
                               23461 South Pointe Suite 200
                               Laguna Hills, CA. 92653
                               Phone:  (949) 454-9011
                               Fax: (949) 454-9066
                               www.nuwaymedical.com
                               Email:  Nuwaymedical@aol.com

To KA                          Attention:
                               Kenyon Rasheed, doing business as
                               Rasheed & Associates
                               Address: _______________________
                               ------------------------------

                               (949) 388-9480 off
                               (949) 633-7595 cell
                               www.rasheedassociates.com

         A  party  may  change  his/her  or its  address  for  purposes  of this

paragraph by giving written notice of the new address to each of the other parties in the manner set forth above.

15.11 SEVERABILITY. All provisions contained herein are severable and in the event that any of them shall be held to be to any extent invalid or otherwise unenforceable by any court of competent jurisdiction, such provision shall be construed as if it were written so as to effectuate to the greatest possible extent the parties' expressed intent; and in every case the remainder of this Agreement shall not be affected thereby and shall remain valid and enforceable, as if such affected provision were not contained herein.

15.12 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same single instrument.

15.13 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and completely supersedes all prior or contemporaneous agreements, understandings, arrangements, commitments, negotiations and discussions of the parties, whether oral or written (all of which shall have no substantive significance or evidentiary

-18-

effect). Each party acknowledges, represents and warrants that he has not relied on any representation, agreement, understanding, arrangement or commitment which has not been expressly set forth in this Agreement. Each party acknowledges, represents and warrants that this Agreement is fully integrated and not in need of parol evidence in order to reflect the intentions of the parties. The parties specifically intend that the literal words of this Agreement shall, alone, conclusively determine all questions concerning the parties' intent.

15.14 NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, whether expressed or implied, is intended to create any third party beneficiary obligations and the parties hereto specifically declare that no person or entity, other than as set forth in this Agreement, shall have any rights hereunder or any right of enforcement hereunder.

15.15 PREPARATION OF AGREEMENT. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

15.16 ACKNOWLEDGEMENT OF RISK. The parties understand that when agreements are secured with customers, as contemplated in the business plan attached hereto, the time, personnel limitations and relative sophistication and practical limitations of technology may come to bear on the time and cost of execution, which could lead to failure of the JV. Nuway has agreed to enter into the role as Project Manager, which shall necessitate the use of outside consultants and experts by the JV to properly execute for newly acquired customers of the JV. KA has represented it has the relationships, key contacts and ability to close prospective contracts, and both parties acknowledge the interrelationships of operations to sales which requires that both parties perform competently and communicate continually. In the event KA is unable to close contracts in accordance with the minimum performance as contemplated herein, the JV could fail.

(a) Limited Expertise. Nuway has shown general competency in the business matters and overview of the applicable technology associated with the Venture, but has made no representation as to it's status as any sort of expert or final source of technical expertise, but rather is being added to the JV in exchange for it's commitment to perform as a project manager to assist in finding, securing, and buying the technology, software, services, hardware and the like to execute newly acquired contracts on behalf of the JV. KA has shown an overall grasp of the business opportunity and the selling process associated with the closing of customer accounts and expects to meet the minimum performance as contemplated herein.

15.17 PUBLIC DISCLOSURE OF INFORMATION. NuWay shall have the sole authority, without limitation, to draft and disseminate any public announcements with regards to the JV.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

-19-

IN WITNESS WHEREOF, the parties hereto have executed this Joint Venture Agreement as of the day and year first above written.

NUWAY MEDICAL, INC., a Delaware corporation

By:       /S/
    --------------------------
         DENNIS CALVERT, President
Address: 23461 South Pointe Drive
            Suite 200
            Laguna Hills, CA  92653
Facsimile:  (949) 454-9066

Kenyon Rasheed, doing business as
Rasheed & Associates

By:           /S/
    --------------------------
         KENYON RASHEED
Address:

Facsimile:

-20-

EXHIBIT A

ARTICLES OF ORGANIZATION

(attached)

1

EXHIBIT B

FORM CONSULTING AGREEMENT

(attached)

2

EXHIBIT C

BUSINESS PLAN

(attached)

3

Exhibit 10.6

COMMERCIAL LEASE

This lease is made between BJP Properties, Inc., whose business address is 23461 South Pointe Drive, Suite 200, Laguna Hills, California, herein called Lessor, and NuWay Energy, Inc., whose business address is also 23461 South Pointe Drive, Suite 200, Laguna Hills, California, herein called Lessee. Lessee hereby offers to lease from Lessor the premises situated in the City of Laguna Hills, County of Orange County, State of California, described as 23461 South Pointe Drive, Suite 200, upon the following TERMS AND CONDITIONS:

1. TERM AND RENT. Lessor demises the above premises for a term of twelve
(12) months commencing September 15, 2002, and terminating on June 15, 2003, or sooner as provided herein at the monthly rental for the first two months at $6,850.00 and then beginning November 21, 2002, the rent shall increase to seven thousand three hundred and 00/100 Dollars ($7,300.00), payable in the manner set forth in Section 3. All rental payments shall be made to Lessor at the address specified above.

2. HOLDOVER. Any holding over after the term of this Agreement expires shall create a month-to-month tenancy, which either party may terminate with sixty (60) days prior written notice. Rent shall be at $7,30.00. All other terms and conditions of the Lease shall remain in full force and effect.

3. RENT PAYMENT. Each month, Lessor shall send Lessee a written invoice of monthly amounts due. The invoice shall include the monthly amount charged, the amount on retainer and the amount due, if any. Rent payment shall be payable within fifteen (15) days of receipt of Lessor's invoice to Lessee regarding the Base Rent. The Lessee's Rent may be payable, in the sole discretion of Lessee, in cash or unregistered shares of Lessee common stock ("Shares").
4. PROPERTY DESCRIPTION. The office space to be leased is described in the map set forth in Schedule C.
5. USE. Lessee shall use and occupy the premises for general office purposes. The premises shall be used for no other purpose. Lessor represents that the premises may lawfully be used for such purpose.
6. ALTERATIONS. Lessee shall not, without first obtaining the written consent of Lessor, make any alterations, additions, or improvements in to or about the premises.
7. ORDINANCES AND STATUES. Lessee shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the premises, occasioned by or affecting the use thereof by Lessee.

8. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet any portion of the premises without prior written consent of the Lessor, which shall not be unreasonably withheld. Any such assignment or subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.

9. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to enter upon the premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease" signs, and permit persons desiring to lease the same to inspect the premises thereafter.

10. EMINENT DOMAIN. If the premises or any part thereof or any estate therein, or any other part of the building materially affecting Lessee's use of the premises, shall be taken by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.

11. DESTRUCTION OF PREMISES. In the event of a partial destruction of the premises during the term hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can be made within sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the premises. If such repairs cannot be made within said sixty
(60) days, Lessor, at his option, may make the same within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this lease may be terminated at the option of either party. In the event that the building in which the demised premises may be situated is destroyed to an extent of not less than one-third of the replacement costs thereof, Lessor may elect to terminated this lease whether the demised premises be injured or not. A total destruction of the building in which the premises may be situated shall terminated this lease.

12. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of this lease the sum of ($6,850.00) as security for the performance of Lessee's obligations under this lease, including without limitation the surrender of possession of the premises to Lessor as herein provided. If Lessor applies any


part of the deposit to cure any default of Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this lease.

13. COMMON AREA. Lessee shall have access to all common areas of the property.

14. COMMUNICATIONS; COMPUTERS. Lessor shall provide Lessee:

a. Internet connectivity similar to that provided to other lessees of the building;

b. Shared use of office copier and network (LAN) services on a shared basis; provided that, Lessee shall pay a surcharge for use that exceeds the proportionate share of all users, allocated on a direct cost basis;

c. One Compaq-brand computer and flat-screen computer monitor; and

d. Use of existing telephone system, provided that, Lessee shall provide and pay for its own local and long distance carriers and services and Lessee shall provide its own staffing (or voicemail services) to answer inbound calls and a separate ringing station for reception of inbound calls and costs related to the setup of such services shall be borne by Lessee.

15. WAIVER. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver.

16. STOCK OWNERSHIP. Lessor represents as follows:

a. Lessor shall acquire the Shares, for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended ("1933 Act").

b. Lessor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Lessee is relying in part upon the truth and accuracy of, and such Lessor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Lessor set forth herein in order to determine the availability of such exemptions and the eligibility of Lessor to acquire such securities.

c. Lessor acknowledges that the Shares, upon receipt, will not have been and registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) Lessor shall have delivered to Lessee an opinion


of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the 1933 Act (or a successor rule thereto) ("Rule 144") may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission ("SEC") thereunder; and (iii) neither Lessee nor any other person is under any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption there under. Lessee reserves the right to place stop transfer instructions against the shares and certificates for the Shares.

d. Lessor understands that the Shares shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEENACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD,TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

e. Lessor is an "Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the 1933 Act.

17. ATTORNEY'S FEES. In case suit should be brought for recovery of the premises, or for any sum due hereunder, or because of any act which may arise out of the possession of the premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable attorney's fee.


18. NOTICES. Any notice which either party may or is required to give, shall be given by mailing the same, postage prepaid, to Lessee at the premises, or Lessor at the address specified above, or at such other places as may be designated by the parties from time to time.

19. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

20. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties. The following Schedule C been made a part of this lease before the parties' execution hereof:

Signed this 15th day of September, 2002.

     LESSEE:                         LESSOR:

NUWAY ENERGY, INC.               BJP PROPERTIES, INC.

/s/                              /s/


Exhibit 21.1     List of Subsidiaries of the Registrant



Name                                        Jurisdiction     Names under which it does
                                                             business
--------------------------------          --------------     -------------------------
 Nevada Resources, Inc. (1)                   Nevada, USA     (same)
 Latin American Casinos Del Peru S.A. (1)     Peru            (same)
 Latin American Casinos of Colombia LTDA (1)  Columbia        (same)
 World's Best Rated Cigar Company (2)         Florida         (same)
 NuWay Sports, LLC (3)                        California      (same)

(1) Sold effective October 1, 2002
(2) Ceased operations during November 2002
(3) Joint venture company formed December 2003 but not active until January

2003


Exhibit 10.10

ASSET PURCHASE AGREEMENT
among
CAMDEN HOLDINGS, INC.,
GENESIS HEALTH TECH, INC.,
and
NUWAY ENERGY, INC.

June 28, 2002


This ASSET PURCHASE AGREEMENT, is made as of June 28, 2002 (this "AGREEMENT"), among CAMDEN HOLDINGS INC, a Nevada corporation, ("CAMDEN"), GENESIS HEALTH TECH, INC, a Nevada corporation and wholly owned subsidiary of Camden ("GENESIS," and together with Camden, the "SELLERS"), and NUWAY ENERGY, INC., a Delaware corporation (the "PURCHASER").

WHEREAS, the respective Boards of Directors of Sellers and Purchaser and the sole shareholder of each of Camden and Genesis and the majority of shareholders of Purchaser have approved the terms of this Agreement and of the transactions contemplated hereby; and

WHEREAS, this Agreement provides for the sale by Sellers of certain intangible assets to Purchaser;

WHEREAS, the Sellers and Purchaser desire to make certain representations, warranties and agreements in connection with the transactions provided for herein; and

WHEREAS, the Closing of the transactions contemplated by this Agreement will take place upon the effectiveness of the Schedule 14C Information Statement to be filed by Purchaser in compliance with the federal securities laws and regulations (the "INFORMATION STATEMENT");

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:


ARTICLE 1 - DEFINITIONS

DEFINITIONS. As used herein, the following terms shall have the following meanings:

"ACQUIRED ASSETS" has the meaning specified in Section 2.01 hereof.

"AGREEMENT" has the meaning specified in the introductory paragraph above.

"ANCILLARY DOCUMENTS" as to any Person means all agreements, releases, certificates and other documents contemplated by this Agreement to be entered into or executed by such Person; and where a reference to a Person is made in conjunction with a reference to "ANCILLARY DOCUMENTS," the term shall refer only to such documents which such Person has entered into or executed.

"CLOSING" has the meaning specified in Section 3.01 hereof.

"CLOSING DATE" has the meaning specified in Section 3.01 hereof.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMON STOCK" means the common stock, par value $0.00067 per share, of Purchaser.


"DAMAGES" has the meaning specified in Section 6.02(a) hereof.

"ENCUMBRANCE" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, conditional sale agreement, financing statement or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset.

"GOVERNMENTAL ENTITY" has the meaning specified in Section 4.02 hereof.

"INFORMATION STATEMENT" has the meaning specified in the introductory paragraph above.

"INTELLECTUAL PROPERTY" means all of the service marks, copyrights, franchises, software (including source codes), patents, patent applications, licenses, trademarks, trade names, know-how, slogans, logotypes and other similar intangible assets maintained, owned, used, held for use or otherwise held or licensed by Genesis and/or Camden in connection with the Acquired Assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits and privileges associated therewith.

"KNOWLEDGE" means, with respect to any Person, (i) actual knowledge of such Person (including the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual knowledge that could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs in light of the circumstances.

"LAWS" means all applicable common law and any statute, law, code, ordinance, regulation, rule, resolution, order, determination, writ, injunction, award (including, without limitation, any award of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof.

"LIABILITIES" means all debts, claims, agreements, liabilities and obligations (contingent or otherwise), including, without limitation, all salaries, severance payments, accounts payable, obligations incurred under license agreements, client contracts, supply contracts, leases and employment agreements, litigation claims or demands and any other obligations whether or not incurred in the ordinary course of business.

"PERSON" means a natural person, corporation, partnership or other business entity, or any Governmental Entity.

"PURCHASE PRICE" has the meaning specified in Section 3.02 hereof.

"PURCHASER" has the meaning specified in the introductory paragraph above.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SELLERS" has the meaning specified in the introductory paragraph above.

"TAX" and "TAXES" shall mean all federal, state, local and foreign property, sales and use, payroll, withholding, franchise and income taxes and all assessments, rates, levies, fees and other governmental charges, including any interest and penalties in respect of such amounts.

ARTICLE 2 - PURCHASE AND SALE; NO ASSUMPTION OF LIABILITIES


PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of this Agreement and in reliance upon Sellers' representations and warranties contained herein, at the Closing Sellers will sell, convey, assign, transfer and deliver, and Purchaser will acquire the following assets of Genesis: software and medical database of physicians throughout the United States in CD Rom format, which database (i) provides contact information including, but not limited to, names, specialty, affiliations and medical groups associations and (ii) can be customized to include any of several fields of information including, but not limited to, geographic locations and medical specialties. The assets of Genesis as described in this
Section 2.01 are hereinafter referred to collectively as the "ACQUIRED ASSETS."

2.02. NO ASSUMPTION OF LIABILITIES. Purchaser shall not assume and shall have no obligation with respect to any and all obligations or Liabilities arising out of or in connection with the Acquired Assets, or any claims against Genesis and/or Camden that result from, arise under or in connection with, or are related to the Acquired Assets.

ARTICLE 3 - THE CLOSING; ACQUISITION PRICE

THE CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Purchaser on the date Purchaser's Information Statement is declared effective by the SEC (the "CLOSING DATE").

3.02. THE PURCHASE PRICE. At the Closing, Purchaser shall pay to Sellers the sum of Three Hundred Thousand Dollars ($300,000), one hundred percent (100%) of which shall be paid by shares of Common Stock, based on a share value of $0.45 per share, for an aggregate of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (666,667) shares (the "PURCHASE PRICE").

3.03. REGISTRATION RIGHTS. Purchaser shall use its commercially reasonable efforts to file a Form SB-2 registration statement (or such other form that it is eligible to use) in order to register the Common Stock issued pursuant to Section 3.02 for resale and distribution under the Securities Act with the Securities and Exchange Commission within 180 days of the Closing Date, and use its commercially reasonable efforts to cause such registration statement to be declared effective as soon thereafter as commercially practicable.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
OF SELLERS

Sellers hereby jointly and severally represent and warrant to Purchaser as follows:


ORGANIZATION, GOOD STANDING AND FOREIGN QUALIFICATION. Each Seller is a

corporation duly incorporated and validly existing and in good standing under the laws of the State of Nevada. Each Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on Sellers.

AUTHORITY RELATIVE TO AGREEMENTS. Sellers have the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the respective Boards of Directors of Sellers and do not violate any provision of the respective Certificates of Incorporation or Bylaws of Sellers. The execution by Sellers of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Sellers are a party or by which they are bound, or any law or governmental regulation applicable to Sellers, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Sellers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Sellers from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "GOVERNMENTAL ENTITY"), in connection with the execution and delivery of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Sellers, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.


4.03 TAX MATTERS. Sellers have duly and timely filed all Tax returns and reports required to be filed by Sellers prior to the Closing Date, except to the extent that any failure or alleged failure to file any Tax return or report would not have a material adverse effect on Sellers or the Acquired Assets. All of Sellers' Tax returns and reports are true and complete in all material respects. Sellers have paid all Taxes shown to be due on the aforesaid Tax returns and reports. Purchaser shall not become liable for any of Sellers' liabilities for Taxes as a result of the transactions contemplated hereby, and no unpaid Taxes of Sellers create any Encumbrance on the Acquired Assets.

4.04. LITIGATION. There is no prosecution, suit, action, arbitration proceeding or governmental proceeding pending, or to the best Knowledge of Sellers, threatened, against or affecting Sellers or the transactions contemplated by this Agreement. There is not outstanding against Sellers any decision, judgment, decree, injunction, rule or order of any court, arbitrator or Governmental Entity.


4.05. BROKERS. Purchaser shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Sellers in connection with this Agreement and the transactions contemplated hereby.

4.06. TRUE COPIES. All copies of documents delivered or made available to Purchaser in connection with this Agreement are true and correct copies of the originals thereof.

4.07. COMPLIANCE WITH LAW. Sellers are in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations.

4.08. INTELLECTUAL PROPERTY. Genesis and/or Camden owns, or are licensed or otherwise possess legally enforceable rights to use the Acquired Assets and the Intellectual Property, free and clear of all Encumbrances. Sellers do not have any Knowledge and Sellers have not received any notice to the effect that (i) the use of the Acquired Assets or the Intellectual Property may infringe on any intellectual property right or other legally protectable right of another, or (ii) any Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar with the Acquired Assets or Intellectual Property. Sellers have not granted any license or other right to any other Person with respect to the Acquired Assets or Intellectual Property. To the best of Sellers' Knowledge, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Acquired Assets or Intellectual Property. Sellers are not aware of any reason that would prevent any pending trademark, service mark, copyright, patent or other intellectual property applications required for the use of the Acquired Assets or Intellectual Property from having registration granted.

4.09. CONFIDENTIALITY AGREEMENTS. Sellers have caused each person currently or formerly employed by Sellers (including independent contractors, if any) that has or had access to confidential information of Sellers relating primarily or exclusively to the Acquired Assets or Intellectual Property to execute and deliver to Sellers a confidentiality, non-disclosure and assignment of inventions agreement in one of the standard forms of Sellers.

4.10. DISCLOSURE. No representation or warranty by Sellers in, and no document, statement, certificate, schedule or exhibit to be furnished or delivered to Purchaser pursuant to, this Agreement contains or will contain any material untrue or misleading statement of fact or omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading.

4.11. INVESTMENT INTENT. This Agreement is made with Sellers in reliance upon each Seller's representations to Purchaser, evidenced by each Seller's execution of this Agreement, that Sellers are acquiring the Common Stock for investment for Sellers' own accounts, not as nominee or agent, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

4.12. COMMON STOCK NOT REGISTERED. Each Seller understand and acknowledge that the offering of Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser's reliance upon such exemption is predicated upon Sellers' representations set forth in this Agreement. Sellers understand and acknowledge that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available.

4.13. KNOWLEDGE AND EXPERIENCE. Each Seller (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Sellers' prospective investment in the Common Stock; (ii) has the ability to bear the economic risk of Sellers' prospective investment;
(iii) has been furnished with and has had access to such information as Sellers have considered necessary to verify the accuracy of the information supplied;
(iv) has had all questions which have been asked by Sellers satisfactorily answered by Purchaser; and (v) has not been offered the Common Stock by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

4.14. NOT ORGANIZED TO PURCHASE. Sellers have not been organized for the purpose of purchasing the Common Stock. Each Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.15. HOLDING REQUIREMENTS. Sellers understand that if Purchaser does not have a registration statement covering the Common Stock under the Securities Act in effect when Sellers decides to sell the Common Stock, Sellers may be required to hold the Common Stock for an indeterminate period. Sellers also understands that any sale of the Common Stock that might be made by Sellers in reliance upon Rule 144 under the Securities Act may be made only in limited amounts in accordance with the terms and conditions of that rule.

4.16. LEGEND. Sellers understand that each certificate representing the Common Stock shall be stamped or otherwise imprinted with a legend in the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, OR (B) PURSUANT TO A VALID EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT AND UNDER THE SECURITIES LAW OF ANY STATE AND UPON RECEIPT BY PURCHASER OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT ANY SUCH SALE IS IN COMPLIANCE WITH, OR NOT SUBJECT TO, THE ACT AND STATE SECURITIES LAWS."

Where applicable, Purchaser shall remove such legend so as to facilitate the sale of such shares, if and to the extent applicable, pursuant to Rule 144 under the Act, provided (in the case of Rule 144 sales) that if Sellers requests such removal, Sellers shall have provided such documentation as Purchaser and its transfer agent shall reasonably require in connection therewith.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER


Purchaser hereby represents and warrants to Sellers as follows:

5.01. ORGANIZATION AND GOOD STANDING. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on Purchaser.

5.02. CAPITALIZATION. The authorized capital stock of Purchaser consists of 15,000,000 shares of common stock, par value $0.00067 per share, of which 7,761,353 are issued and outstanding, and no authorized shares of preferred stock.


5.03. AUTHORITY RELATIVE TO THIS AGREEMENT. Purchaser has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of Purchaser, or an authorized Committee thereof, and do not violate any provision of the Certificate of Incorporation or Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document and the consummation of the transactions provided for hereby and thereby will not conflict with or effect a breach, violation or default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which it is a party or by which it is bound, or any law or governmental regulation applicable to Purchaser, or require the consent of any Person (other than the parties to this Agreement). This Agreement and the Ancillary Documents constitute the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

5.04. NO BROKER. Sellers shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Purchaser in connection with this Agreement and the transactions contemplated hereby.

5.05. GOVERNMENTAL FILINGS; NO VIOLATIONS. Purchaser shall use its commercially reasonable good faith efforts to file with the SEC and have declared effective the Information Statement. Except for the Information Statement, no notices, reports or other filings are required to be made by Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchaser from, any Governmental Entity in connection with the execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents.

5.06. LITIGATION. There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, arbitrations, or proceedings pending or threatened against Purchaser preventing, or which, if determined adversely to Purchaser would prevent Purchaser from consummating the transactions contemplated by this Agreement and the Ancillary Documents.


ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION

6.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Except as provided in the next sentence, all representations and warranties made by any party hereto contained in this Agreement or in any Ancillary Document, and the indemnification obligations of each party hereto with respect to representations and warranties, shall survive for a period ending two years following the Closing Date. Notwithstanding the foregoing, the representations and warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such representations and warranties, shall remain operative and in full force and effect until the expiration of the applicable statute of limitations.

6.02. INDEMNIFICATION BY SELLERS. Sellers hereby agree, jointly and severally, to indemnify and hold Purchaser harmless from and against any and all damages, losses, Liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "DAMAGES") resulting from, arising out of or in connection with or related to
(1) the Acquired Assets, (2) any misrepresentation or breach of warranty on the part of Sellers or (3) non-fulfillment by Sellers of any covenant or agreement under this Agreement or any Ancillary Document; in each instance whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).

6.03. INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to indemnify and hold Sellers harmless from and against any and all Damages resulting from, arising out of or in connection with or related to (1) any misrepresentation or breach of warranty on the part of Purchaser or (2) non-fulfillment by Purchaser of any covenant or agreement under this Agreement or any Ancillary Document.


ARTICLE 7 - CONDITIONS TO THE CLOSING

7.01. EFFECTIVENESS OF INFORMATION STATEMENT. The Information Statement to be filed by Purchaser shall have been declared effective by the SEC.

7.02. CONDITION TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Sellers in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Acquired Assets shall not have been adversely affected in any material way prior to the Closing Date.

7.03. CONDITION TO OBLIGATIONS OF SELLERS. The obligations of Sellers to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Purchaser in
Section 5 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.


ARTICLE 8 - THE CLOSING

At the Closing, the parties shall deliver the following documents and instruments and take the following actions:

8.01. CLOSING PAYMENT. Purchaser shall deliver irrevocable instructions to cause to be delivered to Sellers the Purchase Price as set forth in Section 3.02 hereof. It is understood that the share certificate(s) evidencing the Common Stock will be delivered to Sellers at the Closing or as soon as thereafter as commercially practicable.

8.02. TRANSFER OF TITLE. Each of Sellers will deliver such duly executed bills of sale as shall be appropriate to convey, transfer and assign to and to vest in Purchaser the rights, title and interest in and to the Acquired Assets, in the form set forth in Annex A hereto.

8.03. CD ROM. Sellers will deliver to Purchaser the Acquired Assets in CD Rom format.

ARTICLE 9 - ADDITIONAL AGREEMENTS

9.01. AGREEMENTS AS TO TAX MATTERS. The parties to this Agreement will cooperate fully with each other, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets.

9.02. POST-CLOSING DOCUMENTS. The parties hereto will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to transfer title to the Acquired Assets to Purchaser and to take any other action necessary to carry out the intent and purposes of this Agreement.

9.03. NOTICE. Each party shall notify the others of any claim, demand, action, suit or proceeding relating to or arising in connection with, the Acquired Assets as soon as practicable after learning of such claim, demand, action, suit, or proceeding.


ARTICLE 10 - GENERAL PROVISIONS

10.01. EXPENSES. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.

10.02. GOVERNING LAW; WAIVER OF JURY TRIAL. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced 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 in 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. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

10.03. SUBMISSION TO JURISDICTION. Any legal action or proceeding with respect to this Agreement or the other Ancillary Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California and, by execution and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Seller hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Seller hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.

10.04. HEADINGS. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

10.05. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to the parties at the following address (or at such other address for a party as shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;

if to Camden or Genesis:

Camden Holdings Inc
9595 Wilshire Blvd.
Beverly Hills, CA 90210

Attention: Mark Anderson

if to Purchaser:

NuWay Energy, Inc.
19100 Von Karmon Ave., Suite 450
Irvine, CA 92612

Attention: Dennis Calvert


10.06. PARTIES IN INTEREST. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors of Sellers and Purchaser.

10.07. FINAL AGREEMENT; ENTIRE AGREEMENT. This Agreement, including any agreements set forth as an annex to any this Agreement, is the final agreement between the parties and constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, whether signed or unsigned, with respect to the subject matter hereof.

10.08. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

10.09. AMENDMENT. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto.

10.10. PREPARATION OF Agreement. Purchaser prepared this Agreement and the Ancillary Agreements solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

[REST OF PAGE INTENTIONALLY LEFT BLANK]


SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement as of the date first written above.

CAMDEN HOLDINGS INC

         /s/
By: _________________________
Name:  Mark Anderson
Title: President,

GENESIS HEALTH TECH, INC

         /s/
By: _________________________
Name:  Mark Anderson
Title: President

NUWAY ENERGY, INC.

         /s/
By: _________________________
Name:  Dennis Calvert
Title:  President


ANNEX A

Form of Bill of Sale

GENERAL CONVEYANCE, BILL OF SALE
AND ASSIGNMENT

THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated as of ____________, 2002 from CAMDEN HOLDINGS, INC., a Nevada corporation ("Camden"), and GENESIS HEALTH TECH, INC., a Nevada corporation ("Genesis" and, together with Camden, the "Sellers"), with respect to the sale of certain of its assets, to NUWAY ENERGY, INC., a Delaware corporation (together with its successors and assigns, the "Purchaser"), is delivered pursuant to that certain Asset Purchase Agreement, dated June 28, 2002 (the "Asset Purchase Agreement"), by and among Camden, Genesis and the Purchaser. Defined terms used herein without definition have the meanings assigned to such terms in the Asset Purchase Agreement.

KNOW ALL PERSONS BY THESE PRESENTS that, pursuant to the terms and conditions of the Asset Purchase Agreement and for the consideration set forth therein, the receipt and sufficiency of which are hereby acknowledged by the Sellers, the Sellers hereby sell, convey, transfer, assign, and deliver to Purchaser forever all of the Sellers' rights, title and interest in and to the Acquired Assets in accordance with Section 2.01 of the Asset Purchase Agreement.

TO HAVE AND TO HOLD the same unto Purchaser. Each Seller hereby constitutes and appoints Purchaser the true and lawful attorney or attorneys of such Seller, with full power of substitution, in the name of Purchaser or in the name of such Seller, but by and on behalf of and for the sole benefit of Purchaser, to demand and receive from time to time any and all of the Acquired Assets and from time to time to institute and prosecute, in the name of the Sellers or otherwise on behalf of the Sellers, any and all proceedings at law, in equity or otherwise which Purchaser may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the Acquired Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Purchaser shall deem advisable. Without limitation of any of the foregoing, the Sellers hereby authorize any authorized representative of Purchaser to endorse or assign any instrument, contract or chattel paper relating to the Acquired Assets. The Sellers agree that the foregoing appointment made and the powers hereby granted are coupled with an interest and shall be irrevocable by the Sellers.

All of the terms and provisions of this General Conveyance, Bill of Sale and Assignment will be binding upon the Sellers and their successors and assigns and will inure to the benefit of Purchaser; provided, that nothing in this General Conveyance, Bill of Sale and Assignment, express or implied, is intended or shall be construed to confer upon or give to any Person, firm, partnership, corporation or other entity other than Purchaser any rights or remedies under or by reason of this General Conveyance, Bill of Sale and Assignment.


IN WITNESS WHEREOF, each Seller has caused this instrument to be signed in its name by its representative thereunto duly authorized on the date first above written.

CAMDEN HOLDINGS, INC.

By: _________________________

Name: Mark Anderson
Title: President

GENESIS HEALTH TECH, INC.

By: _________________________

Name: Mark Anderson
Title: President

ACCEPTED AND AGREED:

NUWAY ENERGY, INC.

By: _________________________
Name: Dennis Calvert
Title: President


Exhibit 10.11

EXCLUSIVE LICENSE AND ASSIGNEMENT AGREEMENT
among
MED WIRELESS, INC.
and
NUWAY ENERGY, INC.

August 21, 2002

[Execution Copy]


This EXCLUSIVE LICENSE AND ASSIGNMENT AGREEMENT, is made as of August __, 2002 (this "Agreement"), among MED WIRELESS, INC., a Nevada corporation, ("Licensor"), and NUWAY ENERGY, INC., a Delaware corporation (the "Licensee").

WHEREAS, the respective Boards of Directors of the Licensor and Licensee, and the majority stockholders of Licensee, have approved the terms of this Agreement and of the transactions contemplated hereby; and

WHEREAS, this Agreement provides for the exclusive license by Licensor of certain intangible assets to Licensee and the assignment by Licensor of certain agreements to Licensee;

WHEREAS, the Licensor and Licensee desire to make certain representations, warranties and agreements in connection with the transactions provided for herein; and

WHEREAS, the Closing of the transactions contemplated by this Agreement will take place upon the effectiveness of the Schedule 14C Information Statement to be filed by Licensee in compliance with the federal securities laws and regulations (the "Information Statement");

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS

Definitions. As used herein, the following terms shall have the following meanings:

"Agreement" has the meaning specified in the introductory paragraph above.

"Ancillary Documents" as to any Person means all agreements, releases, certificates and other documents contemplated by this Agreement to be entered into or executed by such Person; and where a reference to a Person is made in conjunction with a reference to "Ancillary Documents," the term shall refer only to such documents which such Person has entered into or executed.

"Assumed Debt" shall have the meaning specified in Section 3.02 hereof.

"Closing" has the meaning specified in Section 3.01 hereof.

"Closing Date" has the meaning specified in Section 3.01 hereof.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the common stock, par value $0.00067 per share, of Licensee.

"Damages" has the meaning specified in Section 6.02(a) hereof.

"Distribution Agreement" has the meaning specified in Section 2.03 hereof.

"Encumbrance" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, conditional sale agreement, financing statement or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset.

"Financing" has the meaning specified in Section 4.07 hereof.

"Governmental Entity" has the meaning specified in Section 4.02 hereof.

"Information Statement" has the meaning specified in the recitals above.

"Intellectual Property" means all of the service marks, copyrights, franchises, software (including source codes), patents, patent applications, licenses, trademarks, trade names, know-how, slogans, logotypes and other similar intangible assets maintained, owned, used, held for use or otherwise held or licensed by Licensor in connection with the Licensed Assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits and privileges associated therewith.

"Intellectual Property Rights" has the meaning specified in Section 2.02 hereof.

"Knowledge" means, with respect to any Person, (i) actual knowledge of such Person (including the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual knowledge that could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs in light of the circumstances.

"Laws" means all applicable common law and any statute, law, code, ordinance, regulation, rule, resolution, order, determination, writ, injunction, award (including, without limitation, any award of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof.

"Liabilities" means all debts, claims, agreements, liabilities and obligations (contingent or otherwise), including, without limitation, all salaries, severance payments, accounts payable, obligations incurred under license agreements, client contracts, supply contracts, leases and employment agreements, litigation claims or demands and any other obligations whether or not incurred in the ordinary course of business.

"License" has the meaning specified in Section 2.02.

"Licensed Assets" has the meaning specified in Section 2.01.

"Licensee" has the meaning specified in the introductory paragraph above.

"Licensor" has the meaning specified in the introductory paragraph above.

"Licensor Common Stock" shall have the meaning specified in Section 3.02 hereof.

"Person" means a natural person, corporation, partnership or other business entity, or any Governmental Entity.

"Purchase Agreements" has the meaning specified in Section 2.03 hereof.

"Purchase Price" has the meaning specified in Section 3.02 hereof.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Sideletter" shall have the meaning specified in Section 7.02 hereof.

"Summitt" has the meaning specified in Section 3.02 hereof.

"Tax" and "Taxes" shall mean all federal, state, local and foreign property, sales and use, payroll, withholding, franchise and income taxes and all assessments, rates, levies, fees and other governmental charges, including any interest and penalties in respect of such amounts.

ARTICLE 2 - LICENSE AND ASSIGNMENT

2.01. License of Assets. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties contained herein, at the Closing Licensor will grant to Licensee a License in and to all of Licensor's rights and interests in all of Licensor's proprietary software, applications, applications related to compression of medical images, software and source code reflecting the movement of data over a wireless platform, databases of healthcare providers, physicians' names and data, historical data and other documentation related to the use and production of the database, customer lists and all related specifications, all as more specifically detailed in Exhibit A attached hereto (the "Licensed Assets").

2.02 Terms of License. The license shall be an exclusive, irrevocable, royalty-free, fully-paid, 15-year worldwide license to all of Licensor's rights and interests as of the Closing Date in the Licensed Assets and shall permit Licensee to:

(i) use any Intellectual Property currently embodied in the Licensed Assets,

(ii) install, use, publicly perform and display, and copy the Licensed Assets in any manner or medium, for any purpose in connection with Licensee's business operations,

(iii) edit, modify, alter, adapt, enhance and create derivative works from the Licensed Assets in any manner or medium, for any purpose in connection with Licensee's business operations, and

(iv) sublicense, distribute, sell, lease, and otherwise transfer the Licensed Assets, and/or Licensee's rights under this Agreement to any of Licensee's subsidiaries, operating units, joint ventures and/or affiliates (collectively, the "Intellectual Property Rights" and, together with the Licensed Assets, the "License").

2.03. Assignment of Agreements. At the Closing, Licensor will assign to Licensee all of its rights and interests in and to (i) its purchase agreements with Vital Imaging and JFK Hospital of Liberia for the purchase of software and related equipment (the "Purchase Agreements"), attached hereto as Exhibit B, and
(ii) its distribution and sales agreement with Medison America, Inc. (the "Distribution Agreement"), attached hereto as Exhibit C.

2.04. No Assumption of Liabilities. Licensee shall not assume and shall have no obligation with respect to any and all obligations or Liabilities arising out of or in connection with the License, Licensed Assets or Intellectual Property Rights.

ARTICLE 3 - THE CLOSING; PURCHASE PRICE

3.01 The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Pollet, Richardson and Patel, 10900 Wilshire Blvd., Suite 500, Los Angeles, California on the date that the Information Statement is declared effective by the SEC (the "Closing Date").

3.02. The Purchase Price. The purchase price for the License (the "Purchase Price") shall be:

(i) the issuance to Licensor of Thirty-Three Million (33,000,000) shares of restricted Common Stock of Licensor (the "Licensor Common Stock"), and

(ii) the assumption by Licensee of One Million One Hundred Twenty Thousand Dollars ($1,120,000) of outstanding debt of Licensor to Summitt Healthcare, Inc., a Nevada corporation and substantial shareholder of Licensor ("Summitt"), (the "Assumed Debt" and, together with the Licensor Common Stock, the "Purchase Price").

3.03. Restrictions on Transferability of Licensor Common Stock. The shares of Licensor Common Stock to be issued and delivered pursuant to this Agreement in accordance with the provisions hereof will not have been registered under the Securities Act or under the securities laws of any state. Accordingly, those shares of Licensor Common Stock (together with any other shares received pursuant to conversions, exchanges, stock splits, stock dividends or other reclassifications or changes thereof, or consolidations or reorganizations of Licensee) will not be transferable if Licensee does not have a registration statement covering the Licensor Common Stock under the Securities Act in effect when Licensor decides to sell the Licensor Common Stock, and Licensor may be required to hold the Licensor Common Stock for an indeterminate period. Licensor also understands that any sale of the Licensor Common Stock that might be made by Licensor in reliance upon Rule 144 under the Securities Act may be made only in limited amounts in accordance with the terms and conditions of that rule.

3.04. Legend. The certificate(s) representing Licensor Common Stock issued to Licensor shall be stamped or otherwise imprinted with a legend in the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, OR (B) PURSUANT TO A VALID EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT AND UNDER THE SECURITIES LAW OF ANY STATE AND UPON RECEIPT BY LICENSEE OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT ANY SUCH SALE IS IN COMPLIANCE WITH, OR NOT SUBJECT TO, THE ACT AND STATE SECURITIES LAWS."

Where applicable, Licensee shall remove such legend so as to facilitate the sale of such shares, if and to the extent applicable, pursuant to Rule 144 under the Act, provided (in the case of Rule 144 sales) that if Licensor requests such removal, Licensor shall have provided such documentation as Licensee and its transfer agent shall reasonably require in connection therewith.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
OF LICENSOR

Except as otherwise set forth in the disclosure memorandum delivered by Licensee to Licensor at or prior to the execution of this Agreement, attached hereto as Exhibit D (the "Licensor Disclosure Memorandum"), which Licensor Disclosure Memorandum shall indicate the Section of this Article 4 to which such exception specifically relates, Licensor hereby represents and warrants to Licensee as follows:

4.01. Organization, Good Standing and Foreign Qualification. Licensor is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Nevada. Licensor is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on the Licensor.

4.02. Authority Relative to Agreements. Licensor has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors of Licensor and do not violate any provision of the Certificate of Incorporation or Bylaws of Licensor. The execution by Licensor of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Licensor is a party or by which they are bound, or any law or governmental regulation applicable to Licensor, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Licensor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Licensor from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Licensor and the consummation by Licensor of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Licensor, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

4.03. Tax Matters. Licensor has duly and timely filed all Tax returns and reports required to be filed by Licensor prior to the Closing Date, except to the extent that any failure or alleged failure to file any Tax return or report would not have a material adverse effect on Licensor or the Licensed Assets. All of Licensor's Tax returns and reports are true and complete in all material respects. Licensor has paid all Taxes shown to be due on the aforesaid Tax returns and reports. Licensee shall not become liable for any of Licensor's liabilities for Taxes as a result of the transactions contemplated hereby, and no unpaid Taxes of Licensor create any Encumbrance on the Licensed Assets.

4.04. Litigation. There is no prosecution, suit, action, arbitration proceeding or governmental proceeding pending, or to the best Knowledge of Licensor, threatened, against or affecting Licensor or the transactions contemplated by this Agreement. There is not outstanding against Licensor any decision, judgment, decree, injunction, rule or order of any court, arbitrator or Governmental Entity.

4.05. Intellectual Property. Exhibit A contains a true, correct and complete description of the Licensed Assets and Intellectual Property Rights. Except as disclosed in the Licensor Disclosure Memorandum, Licensor owns, or is licensed or otherwise possesses legally enforceable rights to use the Licensed Assets and Intellectual Property Rights, free and clear of all Encumbrances. Licensor does not have any Knowledge and Licensor has not received any notice to the effect that (i) the use of the Licensed Assets or Intellectual Property Rights may infringe on any intellectual property right or other legally protectable right of another, or (ii) any Person is using any patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar with the Licensed Assets or Intellectual Property Rights. Licensor has not granted any license or other right to any other Person with respect to the Licensed Assets or Intellectual Property Rights. To the best of Licensor's Knowledge, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Licensed Assets or Intellectual Property Rights. Licensor is not aware of any reason that would prevent any pending trademark, service mark, copyright, patent or other intellectual property applications required for the use of the Licensed Assets or Intellectual Property Rights from having registration granted.

4.06. Software. The proprietary software to be licensed to Licensee as part of the License is the original product of Licensor and has been developed by Licensor in its entirety.

4.07 Customer Purchase Orders. At the Closing, Licensor shall have validly assigned all its rights and interests in the Purchase Agreements to Licensee. While each of Vital Imaging and JFK Hospital of Liberia has applied for financing to fund their respective Purchase Agreements (the "Financing") and expects such Financing to be approved and granted, Licensor neither represents nor warrants that the Financing is complete or final.

4.08. Distribution Sales Agreement. At the Closing, Licensor shall have validly assigned all its rights and interests in the Distribution Agreement to Licensee.

4.09. True Copies. All copies of documents attached to this Agreement or otherwise delivered or made available to Licensee in connection with this Agreement are true and correct copies of the originals thereof.

4.10. Compliance with Law. Licensor is in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations.

4.11. Confidentiality Agreements. Licensor has caused each person currently or formerly employed by Licensor (including independent contractors, if any) that has or had access to confidential information of Licensor relating primarily or exclusively to the Licensed Assets or Intellectual Property Rights to execute and deliver to Licensor a confidentiality, non-disclosure and assignment of inventions agreement in one of the standard forms of Licensor.

4.12. Corporate Records. Copies of the minutes, stock transfer and other record books of Licensor have been made available to Licensee and are true and complete in all material respects.

4.13. Disclosure. No representation or warranty by Licensors in, and no document, statement, certificate, schedule or exhibit to be furnished or delivered to Licensee pursuant to, this Agreement contains or will contain any material untrue or misleading statement of fact or omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE LICENSEE

Except as otherwise set forth in the disclosure memorandum delivered by Licensee to Licensor at or prior to the execution of this Agreement, attached hereto as Exhibit E (the "Licensee Disclosure Memorandum"), which Licensee Disclosure Memorandum shall indicate the Section of this Article 5 to which such exception specifically relates, License hereby represents and warrants to Licensor as follows:

5.01. Organization and Good Standing. Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on Licensee.

5.02. Capitalization. The authorized capital stock of Licensee consists of 15,000,000 shares of common stock, par value $0.00067 per share, of which [ ] shares are issued and outstanding, and no authorized shares of preferred stock.

5.03. Authority Relative to this Agreement. Licensee has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out its obligations hereunder and thereunder. Except as disclosed in the Licensee Disclosure Memorandum, the execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of Licensee, or an authorized Committee thereof, and by the holders of at least a majority of Licensee's outstanding capital stock, and do not violate any provision of the Certificate of Incorporation or Bylaws of Licensee, and no other corporate proceedings on the part of Licensee are necessary to authorize this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby. To the Company's knowledge, the execution and delivery of this Agreement and each Ancillary Document and the consummation of the transactions provided for hereby and thereby will not conflict with or effect a breach, violation or default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which it is a party or by which it is bound, or any law or governmental regulation applicable to Licensee, or require the consent of any Person (other than the parties to this Agreement). This Agreement and the Ancillary Documents constitute the legal, valid and binding obligations of Licensee, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

5.04. Source Code. Licensee acknowledges that the source code relating to the Licensed Assets and Licensed Intellectual Property is not in completed form and that the Licensee must expend additional resources, time and funds in order to develop a marketable product based on the Licensed Assets and Licensed Intellectual Property.

ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION

6.01. Survival of Representations and Warranties of the Parties. Except as provided in the next sentence, all representations and warranties made by any party hereto contained in this Agreement or in any Ancillary Document, and the indemnification obligations of each party hereto with respect to representations and warranties, shall survive for a period ending two years following the Closing Date. Notwithstanding the foregoing, the representations and warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such representations and warranties, shall remain operative and in full force and effect until the expiration of the applicable statute of limitations.

6.02. Indemnification by Licensor. Licensor hereby agrees to indemnify and hold Licensee harmless from and against any and all damages, losses, liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in connection with or related to (1) the License, Licensed Assets or Intellectual Property Rights, (2) any misrepresentation or breach of warranty on the part of Licensor or (3) non-fulfillment by Licensor of any covenant or agreement under this Agreement or any Ancillary Document; in each instance whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).

ARTICLE 7 - CONDITIONS TO THE CLOSING

7.01. Effectiveness of Information Statement. The obligations of Licensor and Licensee under this Agreement are subject to the declared effectiveness by the SEC of the Information Statement.

7.02. Condition to Obligations of Licensee. The obligations of Licensee to close the transactions contemplated hereby are subject to the satisfaction of the following conditions:

(a)               the representations and warranties made by Licensor in Section
                  4 hereof shall be true and correct when made, and shall be
                  true and correct in all material respects on the Closing Date
                  with the same force and effect as if they had been made on and
                  as of said date. None of the License, Licensed Assets or
                  Intellectual Property Rights shall have been adversely
                  affected in any material way prior to the Closing Date, and

(b)               the execution and delivery by Summitt to Licensee of a
                  sideletter in substantially the form of Exhibit F hereto (the
                  "Sideletter").

         7.03. Condition to Obligations of Licensor. The obligations of Licensor

to close the transactions contemplated hereby are subject to the satisfaction of the following condition: the representations and warranties made by Licensee in
Section 5 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

ARTICLE 8 - ACTIONS AT THE CLOSING

At the Closing, the parties shall deliver the following documents and instruments and take the following actions:

8.01. Actions by Licensee. Licensee shall deliver to Licensor:

(a) the Licensor Common Stock as set forth in Section 3.02 hereof. It is understood that the share certificate(s) evidencing the Licensor's Common Stock will be delivered to the Licensor at the Closing or as soon as thereafter as commercially practicable, and

(b) the executed Promissory Note and documents related thereto in the form of Exhibit G hereto.

8.02. Actions by Licensor. Licensor shall deliver to Licensee:

(a) the Licensed Assets,

(b) documentation satisfactory to Licensee confirming the assignment to Licensee of Licensor's rights and interest in the each of the Purchase Agreements and the Distribution Agreement,

(c) the executed Sideletter, and

(d) an Investment Letter in the form of Exhibit H hereto.

ARTICLE 9 - ADDITIONAL AGREEMENTS

9.01. Agreements As to Tax Matters. The parties to this Agreement will cooperate fully with each other, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the License.

9.02. Post-Closing Documents. The parties hereto will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to take any actions necessary to carry out the intent and purposes of this Agreement.

9.03. Notice. Each party shall notify the others of any claim, demand, action, suit or proceeding relating to or arising in connection with, the License as soon as practicable after learning of such claim, demand, action, suit, or proceeding.

ARTICLE 10 - GENERAL PROVISIONS

10.01. Expenses. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.

10.02. Governing Law; Waiver of Jury Trial. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced 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 in 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. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

10.03. Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement or the other Ancillary Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California and, by execution and delivery of this Agreement, the Licensee hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Licensor hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Licensor hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.

10.04. Headings. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

10.05. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to the parties at the following address (or at such other address for a party as shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;


if to Licensor:

Med Wireless, Inc
9595 Wilshire Blvd.
Beverly Hills, CA 90210

Attention: Dennis Calvert

if to Licensee:

NuWay Energy, Inc.
19100 Von Karmon Ave., Suite 450
Irvine, CA 92612

Attention: Dennis Calvert

10.06. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors of Licensee and Licensor.

10.07. Final Agreement; Entire Agreement. This Agreement, including any agreements set forth as an annex to any this Agreement, is the final agreement between the parties and constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, whether signed or unsigned, with respect to the subject matter hereof.

10.08. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

10.09. Amendment. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto.

10.10. Preparation of Agreement. Licensee prepared this Agreement and the Ancillary Agreements solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Exclusive License and Assignment Agreement as of the date first written above.

MED WIRELESS, INC.

         /s/
By:___________________________
Name:  Dennis Calvert
Title: President

NUWAY ENERGY, INC.

         /s/
By:___________________________
Name:  Dennis Calvert
Title:  President


EXHIBITS TO THIS AGREEMENT

Exhibit A:        Description of Licensed Assets
Exhibit B:        Purchase Agreements
Exhibit C:        Distribution Agreement
Exhibit D:        Licensor Disclosure Memorandum
Exhibit E:        Licensee Disclosure Memorandum
Exhibit F:        Sideletter
Exhibit G:        Promissory Note
Exhibit H:        Investment Letter


EXHIBIT A

DESCRIPTION OF LICENSED ASSETS


EXHIBIT B

PURCHASE AGREEMENTS


EXHIBIT C

DISTRIBUTION AGREEMENT


EXHIBIT D

LICENSOR DISCLOSURE MEMORANDUM

Section 4.05.

The Licensed Assets are encumbered by that certain promissory note executed by and between Licensor and Summitt in the amount of $1,120,000.


EXHIBIT E

LICENSEE DISCLOSURE MEMORANDUM

Section 6.03.

The authorized capital stock of Licensee consists of 15,000,000 shares of common stock, par value $0.00067, and no shares of preferred stock. By written consent action dated August __, 2002, the Board of Directors and by written consent action dated August __, 2002, a majority of Licensee's Stockholders have adopted the following resolutions:

(i) to file an amended Certificate of Incorporation to increase Licensee's authorized capital stock to an aggregate of 100,000,000 shares of common stock, par value $0.0067, and 25,000,000 shares of preferred stock, par value $0.00067 (the "Amended Certificate"), and

(ii) to provide that, upon the due filing of the Amended Certificate with the Delaware Secretary of State, each outstanding and reserved 1 share of Licensee common stock will be automatically subdivided, changed and converted into 5 shares of Licensee common stock.

Section 6.04.

Prior to Closing, Licensee must file the Information Statement and have it declared effective by the SEC.


EXHIBIT F

SIDELETTER


EXHIBIT G

PROMISSORY NOTE


EXHIBIT H

INVESTMENT LETTER


Exhibit 10.11a

AMENDMENT TO
EXCLUSIVE LICENSE AND ASSIGNMENT AGREEMENT

This amendment, dated as of September 18, 2002 (the "Amendment"), amends the Exclusive License and Assignment Agreement among NuWay Energy, Inc., a Delaware corporation ("Licensee"), and Med Wireless, Inc., a Nevada corporation ("Licensor"), dated as of August 21, 2002 (the "Agreement"). Capitalized terms not defined herein shall have their respective meanings as provided in the Agreement.

WHEREAS, in a written consent of Licensee dated as of July 19, 2002, the Board of Directors of Licensee authorized a five for one forward split (the "Stock Split") of the outstanding common stock of Licensee to take effect upon the filing of an amendment of Licensee's Certificate of Incorporation increasing Licensee's authorized common stock;

WHERAS, Section 3.02 of the Agreement provides that Licensee shall issue to Licensor Thirty-Three Million (33,000,000) shares of restricted Common Stock of Licensee after giving effect to the Stock Split;

WHEREAS, Licensee has determined that for the foreseeable future it is no longer in the best interests of Licensee and its stockholders to enact the proposed Stock Split;

NOW THEREFORE, in connection with the foregoing, the parties agree as follows:

1. Section 3.02(i) Amendment. Section 3.02(i) of the Agreement shall be amended and restated in its entirety as follows:

3.02 Purchase Price.  The purchase price for the License (the "Purchase  Price",
shall be:


          (i)  the  issuance to  Licensor  of Six  Million Six Hundred  Thousand

(6,600,000) shares of restricted Common Stock of Licensee (the "Licensor Common Stock").

2. Amendment Under the Agreement. This Amendment shall constitute an amendment of the Agreement under Section 10.09 of the Agreement.

3. No Further Modification. Except as provided herein, the Agreement shall remain in full force and effect without modification.

[SIGNATURES FOLLOW]


IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date first written above.

MED WIRELESS, INC.

         /s/
By:______________________
Name:  Dennis Calvert
Title:    President

NUWAY ENERGY, INC.

         /s/
By:______________________
Name:  Dennis Calvert
Title:    President


Exhibit 10.12

ASSET AND STOCK PURCHASE AGREEMENT
among
NUWAY MEDICAL INC
and
SUMMITT OIL AND GAS INC

December 15, 2002


This ASSET AND STOCK PURCHASE AGREEMENT, is made as of December 15, 2002 (this "AGREEMENT"), among Summitt Oil and Gas Inc, a Nevada corporation, ("Summitt"), (the "PURCHASER"), and NuWay Medical Inc, a Delaware Corporation ("SELLER").

WHEREAS, the respective Boards of Directors of Seller and Purchaser of each of the corporations have approved the terms of this Agreement and of the transactions contemplated hereby; and

WHEREAS, this Agreement provides for the sale by Seller of certain tangible and intangible assets to Purchaser;

WHEREAS, the Seller and Purchaser desire to make certain representations, warranties and agreements in connection with the transactions provided for herein; and

WHEREAS, the Closing of the transactions contemplated by this Agreement will take place with an effective date of October 1, 2002. This date is used to determine the change of control over the assets, operations, and use of the assets. All income, expenses will transfer effective the effective date of October 1, 2002, in which Seller will allocate all operational aspects of the company. The signing of this agreement is effective that date so signed by both parties.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:


ARTICLE 1 - DEFINITIONS

DEFINITIONS. As used herein, the following terms shall have the following meanings:

"ACQUIRED ASSETS" has the meaning specified in Section 2.01 hereof.

"AGREEMENT" has the meaning specified in the introductory paragraph above.

"ANCILLARY DOCUMENTS" as to any Person means all agreements, releases, certificates and other documents contemplated by this Agreement to be entered into or executed by such Person; and where a reference to a Person is made in conjunction with a reference to "ANCILLARY DOCUMENTS," the term shall refer only to such documents which such Person has entered into or executed.

"CLOSING" has the meaning specified in Section 3.01 hereof.

"CLOSING DATE" has the meaning specified in Section 3.01 hereof.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMON STOCK" means the common stock, par value $0.0001 per share, of Purchaser.


"DAMAGES" has the meaning specified in Section 6.02(a) hereof.

"ENCUMBRANCE" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, conditional sale agreement, financing statement or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset.

"GOVERNMENTAL ENTITY" has the meaning specified in Section 4.02 hereof.

"INFORMATION STATEMENT" has the meaning specified in the introductory paragraph above.

"INTELLECTUAL PROPERTY" means all of the service marks, copyrights, franchises, software (including source codes), patents, patent applications, licenses, trademarks, trade names, know-how, slogans, logotypes and other similar intangible assets maintained, owned, used, held for use or otherwise held in connection with the Acquired Assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits, licenses, contracts, agreements and privileges associated therewith.

"KNOWLEDGE" means, with respect to any Person, (i) actual knowledge of such Person (including the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual knowledge that could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs in light of the circumstances.

"LAWS" means all applicable common law and any statute, law, code, ordinance, regulation, rule, resolution, order, determination, writ, injunction, award (including, without limitation, any award of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof.

"LIABILITIES" means all debts, claims, agreements, liabilities and obligations (contingent or otherwise), including, without limitation, all salaries, severance payments, accounts payable, obligations incurred under license agreements, client contracts, supply contracts, leases and employment agreements, litigation claims or demands and any other obligations whether or not incurred in the ordinary course of business.

"PERSON" means a natural person, corporation, partnership or other business entity, or any Governmental Entity.

"PURCHASE PRICE" has the meaning specified in Section 3.02 hereof.

"PURCHASER" has the meaning specified in the introductory paragraph above.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SELLERS" has the meaning specified in the introductory paragraph above.

"TAX" and "TAXES" shall mean all federal, state, local and foreign property, sales and use, payroll, withholding, franchise and income taxes and all assessments, rates, levies, fees and other governmental charges, including any interest and penalties in respect of such amounts.

ARTICLE 2 - PURCHASE AND SALE; ASSUMPTION OF LIABILITIES


2.01 PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of this Agreement and in reliance upon Seller's representations and warranties contained herein, at the Closing Seller will sell, convey, assign, transfer and deliver, and Purchaser will acquire the following assets: all issued and outstanding stock of the Nevada Corporation (the "Subject Company) named NuWay Resources Inc. hereinafter referred to collectively as the "ACQUIRED ASSETS."

2.02. ASSUMPTION OF LIABILITIES. Purchaser shall assume those liabilities which are currently owed by the Subject Company; this assumption shall only be a corporate assumption, there shall be no personal or corporate liability to assume any obligations others than what currently exists with the Subject Company and the assets. It is agreed that Buyer will only assume liabilities up to a maximum of $10,000 dollars U.S. That any obligations which exceed this will be a credit and offset against the purchase price, as outlined in 3.02 herein.

ARTICLE 3 - THE CLOSING; ACQUISITION PRICE

3.01. THE CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Purchaser on the date Purchaser's Information Statement is declared effective by the SEC (the "CLOSING DATE").

3.02. THE PURCHASE PRICE. At the Closing, Purchaser shall pay to Sellers the sum of One Hundred Thousand Dollars ($100,000), for the Acquired Assets (the "PURCHASE PRICE"). Minus any offsets or credits outlined in 2.02. That is a list of those credits shall be provided to Seller within 10 days after close of the transaction, and any funds due minus these offsets shall be due to Seller. Seller is aware that the offsets may exceed the purchase price in which case no funds will be due Seller.

3.03. ADJUSTMENTS. From the purchase price it is agreed that Seller will credit from the purchase price any and all outstanding liabilities which are associated with the company, this is to include any payments due to third parties, taxes, liens, and outstanding obligations. That this adjustment does include all offsets and credits associated with the sale or transfer of this asset which is listed upon in section 2.02.


ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
OF SELLERS

Seller hereby represents and warrants to Purchaser as follows:

4.01 ORGANIZATION, GOOD STANDING AND FOREIGN QUALIFICATION. Seller is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on Seller.

4.02 AUTHORITY RELATIVE TO AGREEMENTS. Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Boards of Directors of Seller and do not violate any provision of the Certificate of Incorporation or Bylaws of Seller. The execution by Seller of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller are a party or by which they are bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "GOVERNMENTAL ENTITY"), in connection with the execution and delivery of this Agreement by Sellers and the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.


4.03 TAX MATTERS. Seller have duly and timely filed all Tax returns and reports required to be filed by Seller prior to the Closing Date, except to the extent that any failure or alleged failure to file any Tax return or report would not have a material adverse effect on Seller or the Acquired Assets. All of Seller's Tax returns and reports are true and complete in all material respects. Seller has paid all Taxes shown to be due on the aforesaid Tax returns and reports. Purchaser shall not become liable for any of Seller's liabilities for Taxes as a result of the transactions contemplated hereby, and no unpaid Taxes of Seller create any Encumbrance on the Acquired Assets.

4.04. LITIGATION. There is no prosecution, suit, action, arbitration proceeding or governmental proceeding pending, or to the best Knowledge of Seller, threatened, against or affecting the transactions contemplated by this Agreement. There is not outstanding against Seller any decision, judgment, decree, injunction, rule or order of any court, arbitrator or Governmental Entity.

4.05. BROKERS. There are no brokers involved in this sale and purchase, and neither Purchaser nor Seller shall have any obligation or liability to pay any fee or other compensation to any Person engaged by the other party in connection with this Agreement and the transactions contemplated hereby.

4.06. TRUE COPIES. All copies of documents delivered or made available to Purchaser in connection with this Agreement are true and correct copies of the originals thereof.

4.07. COMPLIANCE WITH LAW. Seller is in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations.


4.08. INTELLECTUAL PROPERTY. Seller does not have any Knowledge and Seller has not received any notice to the effect that (i) the use of the Acquired Assets or the Intellectual Property may infringe on any intellectual property right or other legally protectable right of another, or (ii) any Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar with the Acquired Assets or Intellectual Property. Seller has not granted any license or other right to any other Person with respect to the Acquired Assets or Intellectual Property. To the best of Seller's Knowledge, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Acquired Assets or Intellectual Property. Seller is not aware of any reason that would prevent any pending trademark, service mark, copyright, patent or other intellectual property applications required for the use of the Acquired Assets or Intellectual Property from having registration granted.

4.09. THIS SECTION INTENTIONALLY LEFT BLANK.

4.10. DISCLOSURE. No representation or warranty by Seller in, and no document, statement, certificate, schedule or exhibit to be furnished or delivered to Purchaser pursuant to, this Agreement contains or will contain any material untrue or misleading statement of fact or omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading.

4.11. INVESTMENT INTENT. This Agreement is made with Seller in reliance upon each Seller's representations to Purchaser, evidenced by each Seller's execution of this Agreement, that Seller are acquiring the Common Stock for investment for Seller's own accounts, not as nominee or agent, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

4.12. COMMON STOCK NOT REGISTERED. Seller understands and acknowledges that the offering of Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser's reliance upon such exemption is predicated upon Seller's representations set forth in this Agreement. Sellers understand and acknowledge that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available.

4.13. OWNERSHIP OF ASSETS. Seller owns one hundred percent (100%) the issued and outstanding stock of the Subject Companies, free of any lein, right, title or interest of any third party.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER


Purchaser hereby represents and warrants to Sellers as follows:

5.01. ORGANIZATION AND GOOD STANDING. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on Purchaser.

5.02. CAPITALIZATION. The authorized capital stock of Purchaser consists of 1,000 shares of common stock, par value $0.00001 per share, of which 500 are issued and outstanding, and no authorized shares of preferred stock.


5.03. AUTHORITY RELATIVE TO THIS AGREEMENT. Purchaser has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of Purchaser, or an authorized Committee thereof, and do not violate any provision of the Certificate of Incorporation or Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document and the consummation of the transactions provided for hereby and thereby will not conflict with or effect a breach, violation or default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which it is a party or by which it is bound, or any law or governmental regulation applicable to Purchaser, or require the consent of any Person (other than the parties to this Agreement). This Agreement and the Ancillary Documents constitute the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

5.04. NO BROKER. Sellers shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Purchaser in connection with this Agreement and the transactions contemplated hereby.

5.05. LITIGATION. There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, arbitrations, or proceedings pending or threatened against Purchaser preventing, or which, if determined adversely to Purchaser would prevent Purchaser from consummating the transactions contemplated by this Agreement and the Ancillary Documents.

5.06. KNOWLEDGE AND EXPERIENCE. Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Sellers' prospective investment in the Common Stock; (ii) has the ability to bear the economic risk of Purchaser prospective investment;
(iii) has been furnished with and has had access to such information as Purchaser have considered necessary to verify the accuracy of the information supplied; (iv) has had all questions which have been asked by Purchaser satisfactorily answered by Seller; and (v) has not been offered the Common Stock by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

5.07. NOT ORGANIZED TO PURCHASE. Purchaser have not been organized for the purpose of purchasing the Common Stock. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION

6.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Except as provided in the next sentence, all representations and warranties made by any party hereto contained in this Agreement or in any Ancillary Document, and the indemnification obligations of each party hereto with respect to representations and warranties, shall survive for a period ending two years following the Closing Date. Notwithstanding the foregoing, the representations and warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such representations and warranties, shall remain operative and in full force and effect until the expiration of the applicable statute of limitations.

6.02. INDEMNIFICATION BY SELLER. Seller hereby agree, jointly and severally, to indemnify and hold Purchaser harmless from and against any and all damages, losses, Liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "DAMAGES") resulting from, arising out of or in connection with or related to
(1) the Acquired Assets, (2) any misrepresentation or breach of warranty on the part of Seller or (3) non-fulfillment by Seller of any covenant or agreement under this Agreement or any Ancillary Document; in each instance whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).

6.03. INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to indemnify and hold Seller harmless from and against any and all Damages resulting from, arising out of or in connection with or related to (1) any misrepresentation or breach of warranty on the part of Purchaser or (2) non-fulfillment by Purchaser of any covenant or agreement under this Agreement or any Ancillary Document.


ARTICLE 7 - CONDITIONS TO THE CLOSING

7.01. CONDITION TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Seller in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Acquired Assets shall not have been adversely affected in any material way prior to the Closing Date.

7.02. CONDITION TO OBLIGATIONS OF SELLERS. The obligations of Sellers to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Purchaser in
Section 5 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

ARTICLE 8 - THE CLOSING

At the Closing, the parties shall deliver the following documents and instruments and take the following actions:

8.01. CLOSING PAYMENT. Purchaser shall deliver irrevocable instructions to cause to be delivered to Seller the Purchase Price as set forth in Section 3.02 hereof. It is understood that whatever funds are due to Seller after offsets and credits will be delivered to Seller within 10 days after the closing or as soon thereafter as commercially practicable. In the event that the offsets are greater than the purchase price no funds will be due to Seller

8.02. TRANSFER OF TITLE. Seller will deliver such duly executed bills of sale as shall be appropriate to convey, transfer and assign to and to vest in Purchaser the rights, title and interest in and to the Acquired Assets, in the form set forth in Annex A hereto.

ARTICLE 9 - ADDITIONAL AGREEMENTS

9.01. AGREEMENTS AS TO TAX MATTERS. The parties to this Agreement will cooperate fully with each other, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets.

9.02. POST-CLOSING DOCUMENTS. The parties hereto will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to transfer title to the Acquired Assets to Purchaser and to take any other action necessary to carry out the intent and purposes of this Agreement.

9.03. NOTICE. Each party shall notify the others of any claim, demand, action, suit or proceeding relating to or arising in connection with, the Acquired Assets as soon as practicable after learning of such claim, demand, action, suit, or proceeding


ARTICLE 10 - GENERAL PROVISIONS

10.01. EXPENSES. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.

10.02. GOVERNING LAW; WAIVER OF JURY TRIAL. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced 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 in 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. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

10.03. SUBMISSION TO JURISDICTION. Any legal action or proceeding with respect to this Agreement or the other Ancillary Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California and, by execution and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Seller hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Seller hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.
10.04. HEADINGS. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

10.05. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to the parties at the following address (or at such other address for a party as shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;

if to Purchaser:

Summitt Oil and Gas Inc

9595 Wilshire Blvd
suite 510
Beverly Hills Ca 90210


if to Seller:

NuWay Medical, Inc.
23461 Southpointe Dr. suite 200
Laguna Hills, CA. 92653

Attention: Dennis Calvert

10.06. PARTIES IN INTEREST. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors of Sellers and Purchaser.

10.07. FINAL AGREEMENT; ENTIRE AGREEMENT. This Agreement, including any agreements set forth as an annex to any this Agreement, is the final agreement between the parties and constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, whether signed or unsigned, with respect to the subject matter hereof.

10.08. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

10.09. AMENDMENT. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto.

10.10. PREPARATION OF Agreement. Purchaser prepared this Agreement and the Ancillary Agreements solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

[REST OF PAGE INTENTIONALLY LEFT BLANK]


SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement as of the date first written above.

SUMMITT OIL AND GAS, INC

     /s/
By:___________________________
Name:
Title: President

NUWAY MEDICAL, INC.

     /s/ Dennis Calvert
By:___________________________
Name:  Dennis Calvert
Title:  President


ANNEX A

Form of Bill of Sale

GENERAL CONVEYANCE, BILL OF SALE
AND ASSIGNMENT

THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated as of _____________, 2002 from NUWAY MEDICAL INC, A DELAWARE CORPORATION, (the "Seller"), with respect to the sale of certain of its assets, to SUMMITT OIL AND GAS, INC., a Nevada corporation (together with its successors and assigns, the "Purchaser"), is delivered pursuant to that certain Asset Purchase Agreement, dated December 15, 2002 (the "Asset Purchase Agreement"), by and among NuWay Medical Inc and the Purchaser. Defined terms used herein without definition have the meanings assigned to such terms in the Asset Purchase Agreement.

KNOW ALL PERSONS BY THESE PRESENTS that, pursuant to the terms and conditions of the Asset Purchase Agreement and for the consideration set forth therein, the receipt and sufficiency of which are hereby acknowledged by the Seller, the Seller hereby sells, conveys, transfers, assigns, and delivers to Purchaser forever all of the Seller's rights, title and interest in and to the Acquired Assets in accordance with Section 2.01 of the Asset Purchase Agreement.

TO HAVE AND TO HOLD the same unto Purchaser. Seller hereby constitutes and appoints Purchaser the true and lawful attorney or attorneys of such Seller, with full power of substitution, in the name of Purchaser or in the name of such Seller, but by and on behalf of and for the sole benefit of Purchaser, to demand and receive from time to time any and all of the Acquired Assets and from time to time to institute and prosecute, in the name of the Sellers or otherwise on behalf of the Sellers, any and all proceedings at law, in equity or otherwise which Purchaser may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the Acquired Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Purchaser shall deem advisable. Without limitation of any of the foregoing, the Seller hereby authorizes any authorized representative of Purchaser to endorse or assign any instrument, contract or chattel paper relating to the Acquired Assets. The Seller agrees that the foregoing appointment made and the powers hereby granted are coupled with an interest and shall be irrevocable by the Seller.

All of the terms and provisions of this General Conveyance, Bill of Sale and Assignment will be binding upon the Seller and their successors and assigns and will inure to the benefit of Purchaser; provided, that nothing in this General Conveyance, Bill of Sale and Assignment, express or implied, is intended or shall be construed to confer upon or give to any Person, firm, partnership, corporation or other entity other than Purchaser any rights or remedies under or by reason of this General Conveyance, Bill of Sale and Assignment.

IN WITNESS WHEREOF, each Seller has caused this instrument to be signed in its name by its representative thereunto duly authorized on the date first above written.

Nuway Medical, Inc.

By: _________________________
Name: Dennis Calvert
Title: President

ACCEPTED AND AGREED:

Summitt Oil and Gas Inc.

By: _________________________
Name:
Title: President


Exhibit 10.13

ASSET AND STOCK PURCHASE AGREEMENT
among
NUWAY MEDICAL INC
and
CASINO VENTURE PARTNERS

December 15, 2002


This ASSET AND STOCK PURCHASE AGREEMENT, is made as of December 15, 2002 (this "AGREEMENT"), among Casino Venture Partners, a Nevada Partnership, ("CASINO"), (the "Purchaser"), and NuWay Medical Inc, a Delaware Corporation ("SELLER").

WHEREAS, the respective Boards of Directors of Seller and Purchaser of each of the corporations have approved the terms of this Agreement and of the transactions contemplated hereby; and

WHEREAS, this Agreement provides for the sale by Seller of certain tangible and intangible assets to Purchaser;

WHEREAS, the Seller and Purchaser desire to make certain representations, warranties and agreements in connection with the transactions provided for herein; and

WHEREAS, the Closing of the transactions contemplated by this Agreement will take place with an effective date of October 1, 2002. This date is used to determine the change of control over the assets, operations, and use of the assets. All income, expenses will transfer effective the effective date of October 1, 2002, in which Seller will allocate all operational aspects of the Subject Companies.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:


ARTICLE 1 - DEFINITIONS

DEFINITIONS. As used herein, the following terms shall have the following meanings:

"ACQUIRED ASSETS" has the meaning specified in Section 2.01 hereof.

"AGREEMENT" has the meaning specified in the introductory paragraph above.

"ANCILLARY DOCUMENTS" as to any Person means all agreements, releases, certificates and other documents contemplated by this Agreement to be entered into or executed by such Person; and where a reference to a Person is made in conjunction with a reference to "ANCILLARY DOCUMENTS," the term shall refer only to such documents which such Person has entered into or executed.

"CLOSING" has the meaning specified in Section 3.01 hereof.

"CLOSING DATE" has the meaning specified in Section 3.01 hereof.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMON STOCK" means the common stock, par value $0.00067 per share, of Purchaser.


"DAMAGES" has the meaning specified in Section 6.02(a) hereof.

"ENCUMBRANCE" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, conditional sale agreement, financing statement or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset.

"GOVERNMENTAL ENTITY" has the meaning specified in Section 4.02 hereof.

"INFORMATION STATEMENT" has the meaning specified in the introductory paragraph above.

"INTELLECTUAL PROPERTY" means all of the service marks, copyrights, franchises, software (including source codes), patents, patent applications, licenses, trademarks, trade names, know-how, slogans, logotypes and other similar intangible assets maintained, owned, used, held for use or otherwise held in connection with the Acquired Assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits, licenses, contracts, agreements and privileges associated therewith.

"KNOWLEDGE" means, with respect to any Person, (i) actual knowledge of such Person (including the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual knowledge that could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs in light of the circumstances.

"LAWS" means all applicable common law and any statute, law, code, ordinance, regulation, rule, resolution, order, determination, writ, injunction, award (including, without limitation, any award of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof.

"LIABILITIES" means all debts, claims, agreements, liabilities and obligations (contingent or otherwise), including, without limitation, all salaries, severance payments, accounts payable, obligations incurred under license agreements, client contracts, supply contracts, leases and employment agreements, litigation claims or demands and any other obligations whether or not incurred in the ordinary course of business.

"PERSON" means a natural person, corporation, partnership or other business entity, or any Governmental Entity.

"PURCHASE PRICE" has the meaning specified in Section 3.02 hereof.

"PURCHASER" has the meaning specified in the introductory paragraph above.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SELLER" has the meaning specified in the introductory paragraph above.

"TAX" and "TAXES" shall mean all federal, state, local and foreign property, sales and use, payroll, withholding, franchise and income taxes and all assessments, rates, levies, fees and other governmental charges, including any interest and penalties in respect of such amounts.

ARTICLE 2 - PURCHASE AND SALE; ASSUMPTION OF LIABILITIES


2.01 PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of this Agreement and in reliance upon Seller's representations and warranties contained herein, at the Closing Seller will sell, convey, assign, transfer and deliver, and Purchaser will acquire the following assets: all stock (including all of the issued and outstanding shares) held by Seller in the following corporate entities (the "Subject Companies"): (i) Latin American Casinos Del Peru S.A., a Peruvian Corporation, and (ii) Latin American Casinos of Columbia LTDA, a Colombian Corporation (hereinafter referred to collectively as the "ACQUIRED ASSETS").

2.02. ASSUMPTION OF LIABILITIES. Purchaser shall assume those liabilities which are currently owed by the Subject Companies, known by the parties to be in the approximate amount of $222,646.80. This assumption shall only be a corporate assumption; there shall be no personal or corporate liability to assume any obligations others than what currently exists with the company and the assets. It is agreed that these obligations will be a credit and offset against the Purchase Price, as outlined in Article 3 herein.

ARTICLE 3 - THE CLOSING; ACQUISITION PRICE

3.01. THE CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Purchaser on the date Purchaser's Information Statement is declared effective by the SEC (the "CLOSING DATE").

3.02. THE PURCHASE PRICE. At the Closing, Purchaser shall pay to Sellers the sum of Three Hundred Thousand Dollars ($300,000), minus any credits for existing liabilities as indicated in Article 2 herein, for the Acquired Assets (the "PURCHASE PRICE").

3.03. ADJUSTMENTS. From the purchase price it is agreed that Seller will credit from the purchase price the outstanding liabilities associated with the Subject Companies as indicated in Section 2.02 above. Any funds which are due after offsets and credits shall be paid within 10 days after close of transaction, allowing for a complete list of all obligations which are owed.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
OF SELLERS

Sellers hereby jointly and severally represent and warrant to Purchaser as follows:


4.01 ORGANIZATION, GOOD STANDING AND FOREIGN QUALIFICATION. Seller is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on Sellers.

4.02 AUTHORITY RELATIVE TO AGREEMENTS. Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Boards of Directors of Seller and do not violate any provision of the Certificate of Incorporation or Bylaws of the Seller. The execution by Seller of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller is a party or by which they are bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Sellers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Sellers from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "GOVERNMENTAL ENTITY"), in connection with the execution and delivery of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Sellers, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.


4.03 TAX MATTERS. Sellers have duly and timely filed all Tax returns and reports required to be filed by Sellers prior to the Closing Date, except to the extent that any failure or alleged failure to file any Tax return or report would not have a material adverse effect on Sellers or the Acquired Assets. All of Sellers' Tax returns and reports are true and complete in all material respects. Sellers have paid all Taxes shown to be due on the aforesaid Tax returns and reports. Purchaser shall not become liable for any of Sellers' liabilities for Taxes as a result of the transactions contemplated hereby, and no unpaid Taxes of Sellers create any Encumbrance on the Acquired Assets.

4.04. LITIGATION. There is no prosecution, suit, action, arbitration proceeding or governmental proceeding pending, or to the best Knowledge of Sellers, threatened, against or affecting the transactions contemplated by this Agreement. There is not outstanding against Sellers any decision, judgment, decree, injunction, rule or order of any court, arbitrator or Governmental Entity.


4.05. BROKERS. Purchaser shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Sellers in connection with this Agreement and the transactions contemplated hereby.

4.06. TRUE COPIES. All copies of documents delivered or made available to Purchaser in connection with this Agreement are true and correct copies of the originals thereof.

4.07. COMPLIANCE WITH LAW. Sellers are in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations.

4.08. INTELLECTUAL PROPERTY. Sellers do not have any Knowledge and Sellers have not received any notice to the effect that (i) the use of the Acquired Assets or the Intellectual Property may infringe on any intellectual property right or other legally protectable right of another, or (ii) any Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar with the Acquired Assets or Intellectual Property. Sellers have not granted any license or other right to any other Person with respect to the Acquired Assets or Intellectual Property. To the best of Sellers' Knowledge, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Acquired Assets or Intellectual Property. Sellers are not aware of any reason that would prevent any pending trademark, service mark, copyright, patent or other intellectual property applications required for the use of the Acquired Assets or Intellectual Property from having registration granted.

4.10. DISCLOSURE. No representation or warranty by Sellers in, and no document, statement, certificate, schedule or exhibit to be furnished or delivered to Purchaser pursuant to, this Agreement contains or will contain any material untrue or misleading statement of fact or omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading.

4.11. INVESTMENT INTENT. This Agreement is made with Sellers in reliance upon each Seller's representations to Purchaser, evidenced by each Seller's execution of this Agreement, that Sellers are acquiring the Common Stock for investment for Sellers' own accounts, not as nominee or agent, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

4.12. COMMON STOCK NOT REGISTERED. Each Seller understand and acknowledge that the offering of Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser's reliance upon such exemption is predicated upon Sellers' representations set forth in this Agreement. Sellers understand and acknowledge that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available.

4.13. KNOWLEDGE AND EXPERIENCE. Each Seller (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Sellers' prospective investment in the Common Stock; (ii) has the ability to bear the economic risk of Sellers' prospective investment;
(iii) has been furnished with and has had access to such information as Sellers have considered necessary to verify the accuracy of the information supplied;
(iv) has had all questions which have been asked by Sellers satisfactorily answered by Purchaser; and (v) has not been offered the Common Stock by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

4.14. NOT ORGANIZED TO PURCHASE. Sellers have not been organized for the purpose of purchasing the Common Stock. Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.15 OWNERSHIP OF ASSETS. Seller owns one hundred percent (100%) the issued and outstanding stock of the Subject Companies, free of any lien, right, title or interest of any third party.


ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers as follows:

5.01. ORGANIZATION AND GOOD STANDING. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on Purchaser.

5.02. CAPITALIZATION. The authorized capital stock of Purchaser is sufficient to purchase this asset.

5.03. AUTHORITY RELATIVE TO THIS AGREEMENT. Purchaser has the requisite power and authority to enter into this Agreement and all Ancillary Documents, and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the General Partner of Purchaser, or an authorized Committee thereof, and do not violate any provision of of the Partnership. The execution and delivery of this Agreement and each Ancillary Document and the consummation of the transactions provided for hereby and thereby will not conflict with or effect a breach, violation or default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which it is a party or by which it is bound, or any law or governmental regulation applicable to Purchaser, or require the consent of any Person (other than the parties to this Agreement). This Agreement and the Ancillary Documents constitute the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

5.04. NO BROKER. Sellers shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Purchaser in connection with this Agreement and the transactions contemplated hereby.

LITIGATION. There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, arbitrations, or proceedings pending or threatened against Purchaser preventing, or which, if determined adversely to Purchaser would prevent Purchaser from consummating the transactions contemplated by this Agreement and the Ancillary Documents.

5.06 Knowledge and Experience. Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Sellers' prospective investment in the Common Stock; (ii) has the ability to bear the economic risk of Purchaser prospective investment;
(iii) has been furnished with and has had access to such information as Purchaser have considered necessary to verify the accuracy of the information supplied; (iv) has had all questions which have been asked by Purchaser satisfactorily answered by Seller; and (v) has not been offered the Common Stock by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio. Or any seminar or meetiong whose attendees have been invited by any such media.

5.07 Not Organized to Purchase. Purchaser have not been organized for the purpose of purchasing the Common Stock. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION

6.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Except as provided in the next sentence, all representations and warranties made by any party hereto contained in this Agreement or in any Ancillary Document, and the indemnification obligations of each party hereto with respect to representations and warranties, shall survive for a period ending two years following the Closing Date. Notwithstanding the foregoing, the representations and warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such representations and warranties, shall remain operative and in full force and effect until the expiration of the applicable statute of limitations.

6.02. INDEMNIFICATION BY SELLERS. Sellers hereby agree, jointly and severally, to indemnify and hold Purchaser harmless from and against any and all damages, losses, Liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "DAMAGES") resulting from, arising out of or in connection with or related to
(1) the Acquired Assets, (2) any misrepresentation or breach of warranty on the part of Sellers or (3) non-fulfillment by Sellers of any covenant or agreement under this Agreement or any Ancillary Document; in each instance whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).

6.03. INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to indemnify and hold Sellers harmless from and against any and all Damages resulting from, arising out of or in connection with or related to (1) any misrepresentation or breach of warranty on the part of Purchaser or (2) non-fulfillment by Purchaser of any covenant or agreement under this Agreement or any Ancillary Document.

ARTICLE 7 - CONDITIONS TO THE CLOSING

7.01. CONDITION TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Sellers in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Acquired Assets shall not have been adversely affected in any material way prior to the Closing Date.

7.02. CONDITION TO OBLIGATIONS OF SELLERS. The obligations of Sellers to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Purchaser in
Section 5 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

ARTICLE 8 - THE CLOSING

At the Closing, the parties shall deliver the following documents and instruments and take the following actions:

8.01. CLOSING PAYMENT. Purchaser shall deliver irrevocable instructions to cause to be delivered to Sellers the Purchase Price as set forth in Section 3.02 hereof. It is understood that the share certificate(s) evidencing the Common Stock will be delivered to Sellers at the Closing or as soon as thereafter as commercially practicable.

8.02. TRANSFER OF TITLE. Each of Sellers will deliver such duly executed bills of sale as shall be appropriate to convey, transfer and assign to and to vest in Purchaser the rights, title and interest in and to the Acquired Assets, in the form set forth in Annex A hereto.

ARTICLE 9 - ADDITIONAL AGREEMENTS

9.01. AGREEMENTS AS TO TAX MATTERS. The parties to this Agreement will cooperate fully with each other, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets.

9.02. POST-CLOSING DOCUMENTS. The parties hereto will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to transfer title to the Acquired Assets to Purchaser and to take any other action necessary to carry out the intent and purposes of this Agreement.

9.03. NOTICE. Each party shall notify the others of any claim, demand, action, suit or proceeding relating to or arising in connection with, the Acquired Assets as soon as practicable after learning of such claim, demand, action, suit, or proceeding.


ARTICLE 10 - GENERAL PROVISIONS

10.01. EXPENSES. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.

10.02. GOVERNING LAW; WAIVER OF JURY TRIAL. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced 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 in 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. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

10.03. SUBMISSION TO JURISDICTION. Any legal action or proceeding with respect to this Agreement or the other Ancillary Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California and, by execution and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Seller hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Seller hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.

10.04. HEADINGS. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

10.05. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to the parties at the following address (or at such other address for a party as shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;

if to Purchaser:
Casino Venture Partners9595 Wilshire Blvd., Ste. 510 Beverly Hills, CA 90210

if to Seller:

NuWay Medical, Inc.
23461 Southpointe Dr. Ste. 200
Laguna Hills, CA 92653

Attention: Dennis Calvert


10.06. PARTIES IN INTEREST. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors of Sellers and Purchaser.

10.07. FINAL AGREEMENT; ENTIRE AGREEMENT. This Agreement, including any agreements set forth as an annex to any this Agreement, is the final agreement between the parties and constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, whether signed or unsigned, with respect to the subject matter hereof.

10.08. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

10.09. AMENDMENT. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto.

10.10. PREPARATION OF Agreement. Purchaser prepared this Agreement and the Ancillary Agreements solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

[REST OF PAGE INTENTIONALLY LEFT BLANK]


SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement as of the date first written above.

CASINO VENTURES PARTNERS

    /s/
By:___________________________
Name:
Title: President

NUWAY MEDICAL, INC.

   /s/
By:___________________________
Name:  Dennis Calvert
Title:  President


ANNEX A

Form of Bill of Sale

GENERAL CONVEYANCE, BILL OF SALE
AND ASSIGNMENT

THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated as of ____________, 2002 from NUWAY MEDICAL INC, A DELAWARE CORPORATION, (the "Seller"), with respect to the sale of certain of its assets, to CASINO VENTURES, INC., a Nevada corporation (together with its successors and assigns, the "Purchaser"), is delivered pursuant to that certain Asset Purchase Agreement, dated December 15, 2002 (the "Asset Purchase Agreement"), by and among NuWay Medical Inc and the Purchaser. Defined terms used herein without definition have the meanings assigned to such terms in the Asset Purchase Agreement.

KNOW ALL PERSONS BY THESE PRESENTS that, pursuant to the terms and conditions of the Asset Purchase Agreement and for the consideration set forth therein, the receipt and sufficiency of which are hereby acknowledged by the Seller, the Seller hereby sells, conveys, transfers, assigns, and delivers to Purchaser forever all of the Seller's rights, title and interest in and to the Acquired Assets in accordance with Section 2.01 of the Asset Purchase Agreement.

TO HAVE AND TO HOLD the same unto Purchaser. Seller hereby constitutes and appoints Purchaser the true and lawful attorney or attorneys of such Seller, with full power of substitution, in the name of Purchaser or in the name of such Seller, but by and on behalf of and for the sole benefit of Purchaser, to demand and receive from time to time any and all of the Acquired Assets and from time to time to institute and prosecute, in the name of the Seller or otherwise on behalf of the Seller, any and all proceedings at law, in equity or otherwise which Purchaser may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the Acquired Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Purchaser shall deem advisable. Without limitation of any of the foregoing, the Seller hereby authorize any authorized representative of Purchaser to endorse or assign any instrument, contract or chattel paper relating to the Acquired Assets. The Seller agree that the foregoing appointment made and the powers hereby granted are coupled with an interest and shall be irrevocable by the Seller.

All of the terms and provisions of this General Conveyance, Bill of Sale and Assignment will be binding upon the Seller and their successors and assigns and will inure to the benefit of Purchaser; provided, that nothing in this General Conveyance, Bill of Sale and Assignment, express or implied, is intended or shall be construed to confer upon or give to any Person, firm, partnership, corporation or other entity other than Purchaser any rights or remedies under or by reason of this General Conveyance, Bill of Sale and Assignment.

IN WITNESS WHEREOF, Seller has caused this instrument to be signed in its name by its representative thereunto duly authorized on the date first above written.

Nuway Medical, Inc.

By: _________________________
Name: Dennis Calvert
Title: President

ACCEPTED AND AGREED:

Casino Ventures Partners

By: _________________________
Name:
Title: Partner


Exhibit 10.14

ASSET PURCHASE AGREEMENT

among

SUMMIT HEALTHCARE, INC., CAMDEN HOLDINGS, INC.,
SUMMITT VENTURES, INC., MARK ANDERSON

and

NEW MILLENNIUM CAPITAL PARTNERS, LLC

December 31, 2002


This ASSET PURCHASE AGREEMENT, is made as of December 31, 2002 (this "Agreement"), among Summit Healthcare, Inc., a Nevada corporation ("Summit"), Camden Holdings, Inc., a Nevada corporation ("Camden"), Summitt Ventures, Inc., a Nevada Corporation ("Summit Ventures"), Mark Anderson, an individual ("Anderson"; collectively, Camden, Summit and Anderson are referred to herein as the "Seller"), and New Millennium Capital Partners, LLC, a Nevada limited liability company ("Purchaser").

WHEREAS, Summitt Ventures is the holder of a promissory note in the amount of $1,120,000 by and against NuWay Medical, Inc., and desires to assign the rights and obligations under the note to Purchaser;

WHEREAS, Purchaser is associated with Dennis Calvert, the current President of NuWay Medical, Inc.;

WHEREAS, the Seller desires to sell its interest in NuWay Medical, Inc. to the Purchaser, and the Purchaser desires to purchase same from Seller;

WHEREAS, the respective Boards of Directors of Seller and Purchaser of each of the corporations have approved the terms of this Agreement and of the transactions contemplated hereby; and

WHEREAS, the Seller and Purchaser desire to make certain representations, warranties and agreements in connection with the transactions provided for herein; and

WHEREAS, the Closing of the transactions contemplated by this Agreement will take place with an effective date on or before December 31, 2002. This date is used to determine the change of control over the assets, operations, and use of the assets. The signing of this agreement is effective that date so signed by both parties.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:


ARTICLE 1 - DEFINITIONS

DEFINITIONS. As used herein, the following terms shall have the following meanings:

"ACQUIRED ASSETS" has the meaning specified in Section 2.01 hereof.

"AGREEMENT" has the meaning specified in the introductory paragraph above.

"ANCILLARY DOCUMENTS" as to any Person means all agreements, releases, certificates and other documents contemplated by this Agreement to be entered into or executed by such Person; and where a reference to a Person is made in conjunction with a reference to "ANCILLARY DOCUMENTS," the term shall refer only to such documents which such Person has entered into or executed.

"CLOSING" has the meaning specified in Section 3.01 hereof.

"CLOSING DATE" has the meaning specified in Section 3.01 hereof.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMON STOCK" means the common stock, par value $0.0001 per share, of Purchaser.


"DAMAGES" has the meaning specified in Section 6.02(a) hereof.

"ENCUMBRANCE" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, conditional sale agreement, financing statement or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect of such asset.

"GOVERNMENTAL ENTITY" has the meaning specified in Section 4.02 hereof.

"INFORMATION STATEMENT" has the meaning specified in the introductory paragraph above.

"INTELLECTUAL PROPERTY" means all of the service marks, copyrights, franchises, software (including source codes), patents, patent applications, licenses, trademarks, trade names, know-how, slogans, logotypes and other similar intangible assets maintained, owned, used, held for use or otherwise held in connection with the Acquired Assets (including any and all applications, registrations, extensions and renewals relating thereto), and all of the rights, benefits, licenses, contracts, agreements and privileges associated therewith.

"KNOWLEDGE" means, with respect to any Person, (i) actual knowledge of such Person (including the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual knowledge that could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs in light of the circumstances.

"LAWS" means all applicable common law and any statute, law, code, ordinance, regulation, rule, resolution, order, determination, writ, injunction, award (including, without limitation, any award of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof.

"LIABILITIES" means all debts, claims, agreements, liabilities and obligations (contingent or otherwise), including, without limitation, all salaries, severance payments, accounts payable, obligations incurred under license agreements, client contracts, supply contracts, leases and employment agreements, litigation claims or demands and any other obligations whether or not incurred in the ordinary course of business.

"PERSON" means a natural person, corporation, partnership or other business entity, or any Governmental Entity.

"PURCHASE PRICE" has the meaning specified in Section 3.02 hereof.

"PURCHASER" has the meaning specified in the introductory paragraph above.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SELLERS" has the meaning specified in the introductory paragraph above.

"TAX" and "TAXES" shall mean all federal, state, local and foreign property, sales and use, payroll, withholding, franchise and income taxes and all assessments, rates, levies, fees and other governmental charges, including any interest and penalties in respect of such amounts.

ARTICLE 2 - PURCHASE AND SALE; ASSUMPTION OF LIABILITIES


2.01 PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of this Agreement and in reliance upon Seller's representations and warranties contained herein, at the Closing Seller will sell, convey, assign, transfer and deliver, and Purchaser will acquire the following assets:

(a) 5,000,000 common stock shares of NuWay Medical, Inc., a Delaware Corporation (NASDAQ: NMED), formerly known as NuWay Energy, Inc., Latin American Casinos, Inc., and Repossession Auction, Inc. ("ACQUIRED ASSETS"). These shares shall be comprised of: (i) Camden's 2,017,458 shares, (ii) Summit's 2,505,543 shares, and (iii) Mark Anderson's shares.

(b) All rights and interests to receive payments from borrower NuWay Medical, Inc. with respect to that certain promissory note by and between Summit Ventures, Inc. and NuWay Energy, Inc., expressly dated July 16, 2001 (but actually dated July 16, 2002), in the amount of $1,120,000, payable in "one year" on June 15, 2003, a copy of which is attached hereto as Exhibit "A".

2.02. ASSUMPTION OF LIABILITIES. The Acquired Assets consist only of stock in a publicly held corporation. Purchaser shall not assume any liabilities associated with the Acquired Assets.

ARTICLE 3 - THE CLOSING; ACQUISITION PRICE

3.01. THE CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Purchaser on or before December 31, 2002 (the "CLOSING DATE").

3.02. THE PURCHASE PRICE. At the Closing, Purchaser shall pay to Sellers the sum of Nine Hundred Thousand Dollars ($900,000), for the Acquired Assets (the "PURCHASE PRICE"). The Purchase Price shall be paid through a Promissory Note, a copy of which is attached to Schedule A, which must be executed on or prior to the Closing.

3.03. TRANSFER OF ASSETS. At the Closing, the Seller shall execute all documentation necessary to transfer ownership of the Acquired Assets to Purchaser, including the execution (with Medallion guarantees) of Irrevocable Stock Powers attached hereto as Schedule B.

3.04. DOMAIN NAME TRANSFER. At the Closing, Seller shall sign the documentation attached as Schedule C to effectuate the transfer of the domain name WWW.NUWAYMEDICAL.COM to NuWay Medical, Inc.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
OF SELLERS

Seller hereby represents and warrants to Purchaser as follows:


4.01 ORGANIZATION, GOOD STANDING AND FOREIGN QUALIFICATION. Seller is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on Seller.

4.02 AUTHORITY RELATIVE TO AGREEMENTS. Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Boards of Directors of Seller and do not violate any provision of the Certificate of Incorporation or Bylaws of Seller. The execution by Seller of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Seller are a party or by which they are bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "GOVERNMENTAL ENTITY"), in connection with the execution and delivery of this Agreement by Sellers and the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.


4.03 TAX MATTERS. Seller have duly and timely filed all Tax returns and reports required to be filed by Seller prior to the Closing Date, except to the extent that any failure or alleged failure to file any Tax return or report would not have a material adverse effect on Seller or the Acquired Assets. All of Seller's Tax returns and reports are true and complete in all material respects. Seller has paid all Taxes shown to be due on the aforesaid Tax returns and reports. Purchaser shall not become liable for any of Seller's liabilities for Taxes as a result of the transactions contemplated hereby, and no unpaid Taxes of Seller create any Encumbrance on the Acquired Assets.

4.04. LITIGATION. There is no prosecution, suit, action, arbitration proceeding or governmental proceeding pending, or to the best Knowledge of Seller, threatened, against or affecting the transactions contemplated by this Agreement. There is not outstanding against Seller any decision, judgment, decree, injunction, rule or order of any court, arbitrator or Governmental Entity.


4.05. BROKERS. There are no brokers involved in this sale and purchase, and neither Purchaser nor Seller shall have any obligation or liability to pay any fee or other compensation to any Person engaged by the other party in connection with this Agreement and the transactions contemplated hereby.

4.06. TRUE COPIES. All copies of documents delivered or made available to Purchaser in connection with this Agreement are true and correct copies of the originals thereof.

4.07. COMPLIANCE WITH LAW. Seller is in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations.

4.08. INTELLECTUAL PROPERTY. Seller does not have any Knowledge and Seller has not received any notice to the effect that (i) the use of the Acquired Assets or the Intellectual Property may infringe on any intellectual property right or other legally protectable right of another, or (ii) any Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar with the Acquired Assets or Intellectual Property. Seller has not granted any license or other right to any other Person with respect to the Acquired Assets or Intellectual Property. To the best of Seller's Knowledge, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Acquired Assets or Intellectual Property. Seller is not aware of any reason that would prevent any pending trademark, service mark, copyright, patent or other intellectual property applications required for the use of the Acquired Assets or Intellectual Property from having registration granted.

4.09. ACQUIRED ASSETS. Camden currently holds 2,017,458 shares in NuWay Medical, Inc. Summit currently holds 2,505,543 shares in NuWay Medical, Inc. Anderson currently holds approximately 500,000 shares. The total number of shares being transferred is 5,000,000 shares. The acquired assets include all Seller's rights to receive funds pursuant to the promissory note with NuWay Energy, Inc. This note was referred to in the license agreement, and a copy of the note is attached hereto as Schedule D. This note is the only note between Sellers and NuWay Energy, Inc., and it replaces in its entirety the note between Seller and Med Wireless, Inc. There is no existing note between Seller and Med Wireless, Inc.

4.10. DISCLOSURE. No representation or warranty by Seller in, and no document, statement, certificate, schedule or exhibit to be furnished or delivered to Purchaser pursuant to, this Agreement contains or will contain any material untrue or misleading statement of fact or omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading.

4.11. INVESTMENT INTENT. This Agreement is made with Seller in reliance upon each Seller's representations to Purchaser, evidenced by each Seller's execution of this Agreement, that Seller are acquiring the Common Stock for investment for Seller's own accounts, not as nominee or agent, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

4.12. COMMON STOCK NOT REGISTERED. Seller understands and acknowledges that the offering of Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser's reliance upon such exemption is predicated upon Seller's representations set forth in this Agreement. Sellers understand and acknowledge that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available.

4.13 OWNERSHIP OF ASSETS. Seller owns one hundred percent (100%) the Acquired Assets, free of any lien, right, title or interest of any third party.


ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER


Purchaser hereby represents and warrants to Sellers as follows:

5.01. ORGANIZATION AND GOOD STANDING. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on Purchaser.


5.02. AUTHORITY RELATIVE TO THIS AGREEMENT. Purchaser has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of Purchaser, or an authorized Committee thereof, and do not violate any provision of the Certificate of Incorporation or Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document and the consummation of the transactions provided for hereby and thereby will not conflict with or effect a breach, violation or default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which it is a party or by which it is bound, or any law or governmental regulation applicable to Purchaser, or require the consent of any Person (other than the parties to this Agreement). This Agreement and the Ancillary Documents constitute the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

5.03. NO BROKER. Sellers shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Purchaser in connection with this Agreement and the transactions contemplated hereby.

5.04. LITIGATION. There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, arbitrations, or proceedings pending or threatened against Purchaser preventing, or which, if determined adversely to Purchaser would prevent Purchaser from consummating the transactions contemplated by this Agreement and the Ancillary Documents.

5.05. KNOWLEDGE AND EXPERIENCE. Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Sellers' prospective investment in the Common Stock; (ii) has the ability to bear the economic risk of Purchaser prospective investment;
(iii) has been furnished with and has had access to such information as Purchaser have considered necessary to verify the accuracy of the information supplied; (iv) has had all questions which have been asked by Purchaser satisfactorily answered by Seller; and (v) has not been offered the Common Stock by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

5.06. NOT ORGANIZED TO PURCHASE. Purchaser have not been organized for the purpose of purchasing the Common Stock. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

5.07. COMMON STOCK NOT REGISTERED. Purchaser understands and acknowledges that the offering of Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Seller's reliance upon such exemption is predicated upon Purchaser's representations set forth in this Agreement. Purchaser understands and acknowledges that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available.


ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION

6.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Except as provided in the next sentence, all representations and warranties made by any party hereto contained in this Agreement or in any Ancillary Document, and the indemnification obligations of each party hereto with respect to representations and warranties, shall survive for a period ending two years following the Closing Date. Notwithstanding the foregoing, the representations and warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such representations and warranties, shall remain operative and in full force and effect until the expiration of the applicable statute of limitations.

6.02. INDEMNIFICATION BY SELLER. Seller hereby agree, jointly and severally, to indemnify and hold Purchaser harmless from and against any and all damages, losses, Liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "DAMAGES") resulting from, arising out of or in connection with or related to
(1) the Acquired Assets, (2) any misrepresentation or breach of warranty on the part of Seller, (3) non-fulfillment by Seller of any covenant or agreement under this Agreement or any Ancillary Document, (4) any lawsuit filed against Seller or Purchaser arising in whole or in part out of Seller's acquisition of the Acquired Assets; in each instance whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Entities).

6.03. INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to indemnify and hold Seller harmless from and against any and all Damages resulting from, arising out of or in connection with or related to (1) any misrepresentation or breach of warranty on the part of Purchaser or (2) non-fulfillment by Purchaser of any covenant or agreement under this Agreement or any Ancillary Document.

ARTICLE 7 - CONDITIONS TO THE CLOSING

7.01. CONDITION TO OBLIGATIONS OF PURCHASER. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Seller in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Acquired Assets shall not have been adversely affected in any material way prior to the Closing Date. Seller shall have delivered the original share certificates evidencing and constituting the ownership of the Acquired Assets, as well as any documentation required to properly transfer said share certificates, to attorney John R. Browning, counsel for both parties, who shall act as a facilitator of this transaction, and shall have endorsed said share certificates to Purchaser.

7.02. CONDITION TO OBLIGATIONS OF SELLERS. The obligations of Seller to close the transactions contemplated hereby are subject to the satisfaction of the following conditions: The representations and warranties made by Purchaser in Section 5 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. Purchaser shall have signed the Promissory Note and delivered said note to the attorney John R. Browning, counsel for both parties, who shall act as a facilitator of this transaction.


ARTICLE 8 - ADDITIONAL AGREEMENTS

8.01. AGREEMENTS AS TO TAX MATTERS. The parties to this Agreement will cooperate fully with each other, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets.

8.02. POST-CLOSING DOCUMENTS. The parties hereto will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to transfer title to the Acquired Assets to Purchaser and to take any other action necessary to carry out the intent and purposes of this Agreement.

8.03. NOTICE. Each party shall notify the others of any claim, demand, action, suit or proceeding relating to or arising in connection with, the Acquired Assets as soon as practicable after learning of such claim, demand, action, suit, or proceeding.

ARTICLE 9 - GENERAL PROVISIONS

9.01. EXPENSES. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby.

9.02. GOVERNING LAW; WAIVER OF JURY TRIAL. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced 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 in 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. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

9.03. SUBMISSION TO JURISDICTION. Any legal action or proceeding with respect to this Agreement or the other Ancillary Documents may be brought in the courts of the State of California and the United States of America located in the City of Los Angeles, California and, by execution and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Seller hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Seller hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.


9.04. HEADINGS. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

9.05. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to the parties at the following address (or at such other address for a party as shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers;

if to Seller:

Summit Healthcare, Inc.

Camden Holdings, Inc.
9595 Wilshire Blvd
suite 510
Beverly Hills Ca 90210

if to Purchaser:

New Millennium Capital Partners, LLC
23461 South Pointe Drive, Suite 200
Laguna Hills, CA 92653

Attention: Dennis Calvert

9.06. PARTIES IN INTEREST. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors of Sellers and Purchaser.

9.07. FINAL AGREEMENT; ENTIRE AGREEMENT. This Agreement, including any agreements set forth as an annex to any this Agreement, is the final agreement between the parties and constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, whether signed or unsigned, with respect to the subject matter hereof.


9.08. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument.

9.09. AMENDMENT. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto.

9.10. PREPARATION OF AGREEMENT/WAIVER OF CONFLICT. Each party to this Agreement acknowledges that: (i) this Agreement was written by attorney John R. Browning, who has represented the Seller and Purchaser in prior matters, and that each party acknowledges the conflict in having one attorney draft the Agreement, that each party has been advised and had the opportunity to obtain independent counsel to review the terms of this Agreement, that attorney Browning did not negotiate the terms of this Agreement, and each party knowingly and voluntarily waives any conflict of interest in having attorney Browning prepare the agreement; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.

[REST OF PAGE INTENTIONALLY LEFT BLANK]


SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement as of the date first written above.

SUMMIT HEALTHCARE, INC

         /s/
By:___________________________
Name:  Mark Anderson
Title: President

SUMMITT VENTURES, INC.

         /s/
By:___________________________
Name:  Mark Anderson
Title:  President

CAMDEN HOLDINGS, INC.

         /s/
By:___________________________
Name:  Mark Anderson
Title:  President

MARK ANDERSON, an individual

         /s/
------------------------------

NEW MILLENNIUM CAPITAL PARTNERS, LLC

         /s/
By:___________________________
Name:  Dennis Calvert
Title:  Manager


SCHEDULE A

Form of Promissory Note


SCHEDULE B

Irrevocable Stock Powers


SCHEDULE C

Domain Name Transfer


SCHEDULE D

Summit Ventures / NuWay Energy Promissory Note


Exhibit 21.1     List of Subsidiaries of the Registrant



Name                                        Jurisdiction     Names under which it does
                                                             business
--------------------------------          --------------     -------------------------
 Nevada Resources, Ltd. (1)                   Nevada, USA     (same)
 Latin American Casinos Del Peru S.A. (1)     Peru            (same)
 Latin American Casinos of Colombia LTDA (1)  Columbia        (same)
 World's Best Rated Cigar Company (2)         Florida         (same)
 NuWay Sports LLC (3)                         California      (same)

(1) Sold effective October 1, 2002
(2) Ceased operations during November 2002
(3) Formed December 2003


Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NuWay Medical, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to NuWay Medical, Inc. and will be retained by NuWay Medical, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  May 22, 2003                             By:  /S/ Dennis Calvert
                                                      ------------------
                                                 Dennis Calvert, President,
                                                 Chief Executive Officer, and
                                                 Interim Chief Financial Officer