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Employment Agreement - BIOLARGO, INC. - 5-23-2003

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Employment Agreement - BIOLARGO, INC. - 5-23-2003 Powered By Docstoc
					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.

-4Employment 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. -2-

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. -3-

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 -4-

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 -5-

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. -6-

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 -7-

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. -8-

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. -10-

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. -2-

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. -3-

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 -4-

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 -5-

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. -6-

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. -7-

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) -10-

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

ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY......................................................... 1.1 Formation and Effective Date of Agreement.............................................. 1.2 Name and Principal Place of Business................................................... 1.3 Agent for Service of Process........................................................... 1.4 Agreement.............................................................................. 1.5 Business............................................................................... 1.6 Definitions............................................................................ 1.7 Term................................................................................... ARTICLE II MEMBERSHIP.................................................................................... 2.1 Members................................................................................ 2.2 Representations and Warranties......................................................... 2.3 Additional Members..................................................................... 2.4 Resignation or Withdrawal of a Member.................................................. ARTICLE III CONTRIBUTIONS TO CAPITAL; ISSUANCE OF SHARES................................................. 3.1 LLC Shares............................................................................. 3.2 Contributions.......................................................................... 3.3 Issuance of Shares; Percentage Ownership of Members.................................... 3.4 Record of Capital Account.............................................................. ARTICLE IV RESPONSIBILITIES OF THE JOINT VENTURERS....................................................... 4.1 Responsibilities of NuWay.............................................................. 4.2 Responsibilities of KA NuWay........................................................... 4.3 Joint Responsibilities................................................................. ARTICLE V MANAGEMENT..................................................................................... 5.1 Management by Managers................................................................. 5.2 Authority of Managers.................................................................. 5.3 Approval Generally Required............................................................ 5.4 Unanimous Approval Required............................................................ 5.5 Meetings............................................................................... 5.6 Action without Meeting................................................................. 5.7 Tax Matters Partner.................................................................... 5.8 Telephonic Participation............................................................... 5.9 Compensation of Managers............................................................... ARTICLE VI OFFICERS...................................................................................... 6.1 Officers............................................................................... 6.2 Election of Officers................................................................... 6.3 Compensation of Officers............................................................... 6.4 Duties of President.................................................................... 6.5 Duties of Chief Financial Officer...................................................... 6.6 Duties of Secretary....................................................................

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ARTICLE VII action by Members............................................................................ 7.1 Meetings of Members.................................................................... 7.2 Calling Meetings....................................................................... 7.3 Quorum................................................................................. 7.4 Voting Rights.......................................................................... 7.5 Action without Meeting................................................................. 7.6 Telephonic Participation............................................................... ARTICLE VIII NOTICES..................................................................................... 8.1 Notices................................................................................ 8.2 Waiver of Notice....................................................................... ARTICLE IX ACCOUNTING AND RECORDS........................................................................ 9.1 Financial and Tax Reporting............................................................ 9.2 Books and Records...................................................................... 9.3 Tax Returns............................................................................ ARTICLE X ALLOCATIONS.................................................................................... 10.1 Allocation of Net Income or Net Loss................................................... 10.2 Time of Allocations.................................................................... 10.3 Special Tax Provisions................................................................. ARTICLE XI DISTRIBUTIONS................................................................................. 11.1 Distribution Shares.................................................................... 11.2 Tax Distributions...................................................................... 11.3 Quarterly Profit Distributions......................................................... 11.4 Distributions in Kind.................................................................. 11.5 Restriction on Distributions and Withdrawals........................................... ARTICLE XII TRANSFER OF MEMBERSHIP....................................................................... 12.1 Right of First Refusal................................................................. 12.2 Transfer............................................................................... 12.3 Transfer Void.......................................................................... 12.4 Admission of Transferee................................................................ ARTICLE XIII TERMINATION................................................................................. 13.1 Termination............................................................................ 13.2 Effect of Bankruptcy, Death, etc....................................................... 13.3 Winding Up and Certificate of Cancellation............................................. 13.4 Distribution of Property............................................................... ARTICLE XIV DEFINITIONS.................................................................................. 14.1 Definitions............................................................................

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ARTICLE XV MISCELLANEOUS................................................................................. 15.1 Amendment.............................................................................. 15.2 Power of Attorney...................................................................... 15.3 Legends................................................................................ 15.4 Withholding Taxes...................................................................... 15.5 Further Assurances..................................................................... 15.6 Binding Effect......................................................................... 15.7 Governing Law.......................................................................... 15.8 Choice of Forum........................................................................ 15.9 Attorneys' Fees........................................................................ 15.10 Notices................................................................................ 15.11 Severability........................................................................... 15.12 Counterparts........................................................................... 15.13 Entire Agreement....................................................................... 15.14 No Third Party Beneficiary............................................................. 15.15 Preparation of Agreement............................................................... 15.16 Acknowledgement of Risk................................................................ 15.17 Public Disclosure of Information....................................................... EXHIBIT A EXHIBIT B EXHIBIT C ARTICLES OF ORGANIZATION CONSULTING AGREEMENT BUSINESS PLAN

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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. -4-

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. -5-

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. -6-

(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. -7-

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. -8-

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 -9-

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: -10-

(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. -11-

(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". -12-

(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. -13-

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. -14-

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. -15-

(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. -16-

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; -17-

(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 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

To KA

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
/S/ -------------------------DENNIS CALVERT, President Address: 23461 South Pointe Drive Suite 200 Laguna Hills, CA 92653 Facsimile: (949) 454-9066 By:

Kenyon Rasheed, doing business as Rasheed & Associates
/S/ -------------------------KENYON RASHEED Address: By:

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: NUWAY ENERGY, INC. /s/ LESSOR: BJP PROPERTIES, INC. /s/

Exhibit 21.1

List of Subsidiaries of the Registrant

Name

Jurisdiction

--------------------------------------------Nevada Resources, Inc. (1) Nevada, USA Latin American Casinos Del Peru S.A. (1) Peru Latin American Casinos of Colombia LTDA (1) Columbia World's Best Rated Cigar Company (2) Florida NuWay Sports, LLC (3) California

Names under which it does business ------------------------(same) (same) (same) (same) (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) nonfulfillment 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 the execution and delivery by Summitt to Licensee of a

(b)

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 Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A: B: C: D: E: F: G: H: Description of Licensed Assets Purchase Agreements Distribution Agreement Licensor Disclosure Memorandum Licensee Disclosure Memorandum Sideletter Promissory Note 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. shall be: The purchase price for the License (the "Purchase Price",

(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) nonfulfillment 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) nonfulfillment 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

--------------------------------------------Nevada Resources, Ltd. (1) Nevada, USA Latin American Casinos Del Peru S.A. (1) Peru Latin American Casinos of Colombia LTDA (1) Columbia World's Best Rated Cigar Company (2) Florida NuWay Sports LLC (3) California

Names under which it does business ------------------------(same) (same) (same) (same) (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