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Asset Purchase Agreement - BIOLARGO, INC. - 5-23-2003

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