SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X|     Preliminary Proxy Statement
|_|     Confidential, For Use of the Commission Only (as
        permitted by Rule 14a-6(e)(2))
|_|     Definitive Proxy Statement
|_|     Definitive Additional Materials
|_|     Soliciting Materials Under Rule 14a-12

                               NUWAY MEDICAL, INC
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|      No fee required.

|_|      $125 per  Exchange Act Rules 0-11  (c)(i)(ii),  14a-6 (i)(2) or Item 22
         (c)(2) of Schedule 14A.

|_|      Fee  computed on table below per  Exchange  Act Rules  14a-6(i)(1)  and
         0-11.

         (1)      Title  of  each  class  of  securities  to  which  transaction
                  applies:

         (2)      Aggregate number of securities to which transaction applies:

         (3)      Per  unit  price  or other  underlying  value  of  transaction
                  computed  pursuant  to  Exchange  Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated  and state how it
                  was determined):

         (4)      Proposed maximum aggregate value of transaction: (5) Total fee
                  paid:

|_|      Fee paid previously with preliminary materials.

|_|      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the Form or Schedule and the date of its filing.

         (1)      Amount previously paid:______________________________________
         (2)      Form,  Schedule  or  Registration  Statement  No.:___________
         (3)      Filing Party: _______________________________________________
         (4)      Date Filed: _________________________________________________




                               NUWAY MEDICAL, INC
                       23461 South Pointe Drive, Suite 200
                         Laguna Hills, California 92653

                                November __, 2003


Dear Stockholder:

         You are cordially  invited to attend a Special  Meeting of Stockholders
of NuWay Medical, Inc. The meeting will be held at NuWay's  headquarters,  23461
South Pointe Drive,  Suite 200, Laguna Hills,  California  92653, at 10:00 a.m.,
local time, on Tuesday, December 9, 2003.

         The Notice of Meeting and the Proxy  Statement on the  following  pages
cover the formal  business of the meeting,  which includes two items to be voted
on by the stockholders.  At the Special Meeting,  I will be available to respond
to questions from stockholders.

         Whether or not you plan to attend the  meeting,  it is  important  that
your shares be represented and voted at the meeting.  You are urged,  therefore,
to complete,  sign, date and return the enclosed proxy card, even if you plan to
attend the meeting.

         I hope you will join us.





                                        Sincerely,



                                        Dennis Calvert, Chief Executive Officer








                               NUWAY MEDICAL, INC
                       23461 South Pointe Drive, Suite 200
                         Laguna Hills, California 92653

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         to be held on December 9, 2003

         Notice is hereby  given to the holders of NuWay  Medical,  Inc.  Common
Stock, $.00067 par value per share, and Convertible Preferred Stock, $.00067 par
value per share,  that a Special Meeting of Stockholders will be held at NuWay's
offices at 23461 South Pointe Drive, Suite 200, Laguna Hills,  California 92653,
on Tuesday,  December  9, 2003,  at 10:00 a.m.,  local time,  for the  following
purposes:

         (1)      To approve the adoption of the NuWay Medical, Inc. 2003 Equity
                  Plan;

         (2)      To approve the conversion of a secured  promissory note in the
                  principal amount of $1,120,000 (together with accrued interest
                  thereon)  held  by New  Millennium  Capital  Partners  LLC and
                  NuWay's CEO and President,  Dennis Calvert into  approximately
                  33,000,000 shares of the Company's Common Stock; and

         (3)      To transact  such other  business as may properly  come before
                  the  Special   Meeting  or  any  adjournment  or  postponement
                  thereof.

         Only those  stockholders of record at the close of business on November
6, 2003 are  entitled  to notice of and to vote at the  Special  Meeting  or any
postponement or adjournment thereof. A complete list of stockholders entitled to
vote at the Special Meeting will be available at the Special Meeting.

                                         By Order of the Board of Directors,


                                         Joseph Provenzano
                                         Secretary
November ___, 2003

         WHETHER  OR NOT YOU  EXPECT  TO  ATTEND  THE  SPECIAL  MEETING,  PLEASE
COMPLETE,  SIGN,  DATE,  AND RETURN THE ENCLOSED  PROXY PROMPTLY IN THE ENCLOSED
BUSINESS REPLY ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING YOU MAY, IF YOU WISH,
REVOKE YOUR PROXY AND VOTE IN PERSON.








                               NUWAY MEDICAL, INC
                       23461 South Pointe Drive, Suite 200
                         Laguna Hills, California 92653

                           To Be Held December 9, 2003

                                 PROXY STATEMENT

         This Proxy  Statement is furnished to holders of common stock,  $.00067
par value per share,  and  convertible  preferred  stock,  $.00067 par value per
share, of NuWay Medical, Inc., in connection with the solicitation of proxies by
our Board of Directors for use at a Special  Meeting of  Stockholders to be held
at 10:00 a.m.,  local time,  at our offices at 23461 South Pointe  Drive,  Suite
200, Laguna Hills,  California  92653, on Tuesday,  December 9, 2003, and at any
postponement or adjournment thereof.

         It is anticipated that this Proxy Statement and the accompanying  proxy
card will first be mailed to our stockholders on or about November 11, 2003.

What is the purpose of the Special Meeting?

         At the Special Meeting, stockholders will act upon the matters outlined
in the  attached  Notice of  Meeting  and  described  in  detail  in this  Proxy
Statement,  which are the  approval of the adoption of the NuWay  Medical,  Inc.
2003 Equity Plan (the  "Plan") and the approval of the  conversion  of a secured
promissory  note (the "Note") in the  aggregate  principal  amount of $1,120,000
(together with accrued interest thereon) held by New Millennium Capital Partners
LLC and the Company's CEO and  President,  Dennis  Calvert,  into  approximately
33,000,000 shares of our common stock.

Who is entitled to vote at the Special Meeting?

         Only  stockholders  of record at the close of  business  on November 6,
2003 will be entitled  to notice of, and to vote at, the Special  Meeting or any
adjournment or postponement thereof.

What are the voting rights of the holders of our common and preferred stock?

         Our common stock and preferred stock vote together as a single class on
all matters on which they vote  (except  when class  voting is required by law).
Holders of our common  stock and  preferred  stock are  entitled to one vote per
share  with  respect  to each of the  matters  to be  presented  at the  Special
Meeting. The affirmative vote of a majority of our issued and outstanding shares
of common  stock and  preferred  stock  will be  required  for  approval  of the
adoption of the Plan. The  affirmative  vote of a majority of the shares present
in person or  represented  by proxy at the Special  Meeting will be required for
approval of the conversion of the Note.

         Abstentions and broker non-votes will not be counted as votes cast and,
therefore,  will have no effect on the  outcome of the  proposal  to approve the
conversion  of the Note,  but will  effectively  count as negative  votes on the
proposal to approve the Plan.

What constitutes a quorum?

         The  presence,  in person or by proxy,  of the holders of a majority of
the  outstanding  shares of each of our  common  stock and our  preferred  stock
entitled to vote at our Special Meeting shall constitute a quorum.

         For the purpose of determining the presence of a quorum, proxies marked
"withhold authority" or "abstain" will be counted as present. Shares represented
by proxies that include broker  non-votes will also be counted as shares present
for  purposes  of  establishing  a  quorum.  On  the  record  date,  there  were



_______________   shares  of   common   stock   issued   and   outstanding   and
_______________ shares of preferred stock issued and outstanding.

What are the Board's recommendations?

         Unless you give other  instructions  on your proxy  card,  the  persons
named as proxy  holders  on the  proxy  card will  vote in  accordance  with the
recommendations of the Board of Directors.  The Board's  recommendations are set
forth together with the description of each Proposal in this Proxy Statement. In
summary, the Board recommends a vote:

         o        FOR adoption of the NuWay Medical,  Inc. 2003 Equity Plan (see
                  Proposal I); and

         o        FOR approval of conversion of the Note (see Proposal II).

         The proxy  holders  will vote in their  discretion  with respect to any
other matters that properly come before the Special Meeting.

Solicitation of Proxies

         It is  contemplated  that  the  solicitation  of  proxies  will be made
primarily by mail.  Should it,  however,  appear  desirable to do so in order to
ensure  adequate  representation  of shares at the  Special  Meeting,  officers,
agents and employees of the Company may communicate  with  stockholders,  banks,
brokerage houses and others by telephone,  or in person, to request that proxies
be furnished. All expenses incurred in connection with this solicitation will be
borne by the Company.  In following up the original  solicitation  of proxies by
mail,  the  Company  may make  arrangements  with  brokerage  houses  and  other
custodians,  nominees and  fiduciaries to send proxies and proxy material to the
beneficial owners of the shares eligible to vote at the Special Meeting and will
reimburse them for their expenses in so doing.  The Company has no present plans
to hire special employees or paid solicitors to assist in obtaining proxies, but
reserves  the  option of doing so if it should  appear  that a quorum  otherwise
might not be obtained.

         If the  enclosed  proxy  card is  executed,  returned  in time  and not
revoked, the shares represented thereby will be voted at the Special Meeting and
at any  postponement or adjournment  thereof in accordance with the instructions
indicated on the proxy and IF NO  INSTRUCTIONS  ARE  INDICATED,  PROXIES WILL BE
VOTED (1) "FOR" ALL  PROPOSALS  DESCRIBED IN THIS PROXY  STATEMENT AND (2) AS TO
ANY  OTHER  MATTERS   PROPERLY   BROUGHT  BEFORE  THE  SPECIAL  MEETING  OR  ANY
POSTPONEMENT OR ADJOURNMENT THEREOF, IN THE SOLE DISCRETION OF THE PROXIES.

         A  stockholder  who has returned a proxy card may revoke it at any time
prior to its  exercise at the Special  Meeting by (i) giving  written  notice of
revocation to our Corporate Secretary,  (ii) properly submitting to NuWay a duly
executed proxy bearing a later date, or (iii)  appearing at the Special  Meeting
and voting in person.  All written  notices of revocation  of proxies  should be
addressed as follows:  NuWay Medical, Inc., 23461 South Pointe Drive, Suite 200,
Laguna Hills, California 92653, Attention: Joseph Provenzano, Secretary.





                                       2


                                   PROPOSAL I

        APPROVAL OF ADOPTION OF THE NUWAY MEDICAL, INC. 2003 EQUITY PLAN

         The Board of Directors has adopted,  subject to  stockholder  approval,
the NuWay  Medical,  Inc. 2003 Equity Plan (the "Plan").  The Board of Directors
believes  that the Plan will  enhance  the ability of the Company to continue to
reward and provide  incentives to its employees,  directors and consultants,  as
well as to attract and retain new  employees,  directors  and  consultants  with
outstanding qualifications.

         The principal  features of the Plan are summarized  below. This summary
is qualified in its entirety by the  provisions  of the Plan, a copy of which is
attached hereto as Appendix A.

TYPES OF AWARDS

         Awards  under  the Plan may be in the form of  options  ("Options")  to
purchase shares of common stock of the Company,  including  options  intended to
qualify as "incentive  stock options"  ("Incentive  Stock  Options")  within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"),   and  options  which  do  not  qualify  as  Incentive   Stock  Options
("Nonstatutory Stock Options"),  and direct awards and sales of shares of common
stock ("Stock").

AVAILABLE SHARES

         The maximum  number of shares of common  stock that may be issued under
the Plan may not exceed  15,000,000,  subject to adjustment upon certain changes
in the Company's  capitalization  as described  below. New awards may be granted
under the Plan with respect to shares of common stock covered by any unexercised
portion of any Option that terminates,  expires or is canceled.  Notwithstanding
the foregoing,  at no time may the total number of shares issuable upon exercise
of all outstanding Options and the total number of shares provided for under any
stock bonus or similar plan or agreement  exceed the  applicable  percentage  as
calculated in accordance  with the conditions and exclusions of Rule  260.140.45
of the  California  Corporate  Securities  Law,  based on the  shares  which are
outstanding at the time the calculation is made.

          Because the Administrator makes  discretionary  grants under the Plan,
the amount and dollar value of future grants are not determinable at this time.

INDIVIDUAL AWARD LIMIT

         Subject  to   adjustment   upon  certain   changes  in  the   Company's
capitalization  as described below, the maximum number of shares of common stock
with respect to which  options or other awards may be granted  under the Plan to
any eligible person is 15,000,000.

ADMINISTRATION

         The Plan will be  administered by the Board of Directors of the Company
or by a committee of disinterested Directors appointed by the Board of Directors
(either,  the  "Administrator").  The  Administrator  will  have  full and final
authority and discretion to grant awards under the Plan, except that in no event
will an Administrator  member  participate in any determination  relating to any
award held by or to be granted to such  Administrator  member. The Administrator
will have the full right and authority to interpret the provisions of the Plan.

ELIGIBILITY

         Awards under the Plan may be made to such current and future employees,
directors of the Company or of a subsidiary of the Company,  and  consultants to
the Company, all as the Administrator may select.



                                       3


STOCK OPTIONS

         Each  grant of  Options  under  the Plan to  eligible  persons  will be
evidenced  by a stock  option  agreement  and will be  subject  to the terms and
provisions of the Plan and such other terms and conditions not inconsistent with
the Plan that the Administrator shall, in its discretion, deem appropriate. Each
Option will be  designated  by the  Administrator  as either an Incentive  Stock
Option or a  Nonstatutory  Stock Option.  The  Administrator  will determine the
exercise  price per share of common  stock  covered by an Option.  The  exercise
price  per  share of an  Incentive  Stock  Option  may not be less than the fair
market value per share on the date of grant, except that in case the optionee is
a 10% or  greater  beneficial  owner of the  common  stock of the  Company,  the
exercise  price per share may not be less than 110% of the fair market value per
share on the date of grant. The exercise price per share of a Nonstatutory Stock
Option may not be less than 85% of the fair  market  value per share on the date
of grant,  except that in the case the  optionee is a 10% or greater  beneficial
owner of the common stock of the Company,  the exercise  price per share may not
be less than 110% of the fair market  value per share on the date of grant.  The
term of each Option may not exceed 10 years.

         During  an  optionee's  lifetime,  Options  will not be  assignable  or
transferable.  In the event of an  optionee's  death,  his Options shall only be
transferable by will or the laws of descent and distribution.

         If the Company  acquires all or  substantially  all of the  outstanding
capital stock of another  corporation or in the event of any  reorganization  or
other  transaction  qualifying under Section 424 of the Code, the  Administrator
may  substitute  Options  under the Plan for  options of the  acquired  company,
subject to certain limitations.

LIMITATION OF ANNUAL AWARDS

         The aggregate  fair market value of shares of common stock with respect
to which  Incentive  Stock  Options  are  exercisable  for the first time by any
optionee during any calendar year under the Plan and all other plans  maintained
by the Company, its parent or subsidiaries, may not exceed $100,000.

AWARDS OR SALES OF STOCK

         The  Administrator  may grant  awards or sales of Stock in amounts  and
upon the  terms and  conditions  as it may  determine  are  consistent  with the
provisions of the Plan. Each grant of an award or sale of Stock will be pursuant
to a written award or subject to a stock purchase  agreement.  Rights to acquire
Stock under the Plan are  nontransferable  and will automatically  expire if not
exercised by the purchaser (the "Purchaser")  within 30 days of their grant. The
Administrator  will  determine the purchase  price per share of Stock,  provided
that the  purchase  price per share may not be less than the  greater of (i) the
par value of such share or (ii) 85% of the Fair Market  Value of such Share (or,
with  respect  to a  Participant  who owns more  than 10% of the total  combined
voting power of all classes of outstanding stock of the Corporation,  its Parent
or any of its Subsidiaries,  100% of the Fair Market Value of such Share) at the
time the  Participant is granted the right to purchase shares or at the time the
purchase is  consummated.  The  Administrator  may provide in the stock purchase
agreement  that the Stock award or sale will be subject to  accelerated  vesting
upon the Purchaser's death, disability, retirement or other events.

PAYMENT FOR SHARES

         Generally,  the  entire  purchase  price or option  purchase  price for
shares  of  common  stock  issued  under  the Plan  must be paid in cash or cash
equivalents  at the time such  shares of common  stock are  purchased.  Where an
option agreement so provides, the purchase price may be paid in whole or in part
(i) by  surrendering,  or attesting to the  ownership of, shares of common stock
that are already  owned by the  optionee;  (ii) if the common  stock is publicly
traded, by delivery of an irrevocable  direction to a securities broker approved
by the Company to sell shares of common  stock and to deliver all or part of the
sales  proceeds to the Company in payment of all or part of the option  purchase
price;  or (iii) if the common stock is publicly  traded,  by the



                                       4


delivery  of an  irrevocable  direction  to pledge  shares of common  stock to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan  proceeds to the Company in payment of all or
part of the option purchase price.  The  Administrator  may also award shares of
common stock under the Plan in consideration of services rendered to the Company
or a parent or subsidiary of the Company prior to the award. In addition, to the
extent that an option agreement or stock purchase agreement so provides,  all or
a portion of the option  purchase price or stock purchase price may be paid with
a  full-recourse  promissory  note upon terms  determined by the  Administrator,
except that the par value of newly issued shares of common stock must be paid in
cash or cash  equivalents.  The shares of common stock being  purchased  must be
pledged as security for payment of the principal  and interest on the note.  The
interest rate may not be less than the minimum  rate, if any,  required to avoid
the imputation of additional interest under the Code.

CESSATION OF EMPLOYMENT OR SERVICE

         Options are exercisable while the recipient is an employee, director or
consultant  of the  Company,  and  generally,  except  in  the  case  of  death,
disability or retirement of the optionee,  will remain  exercisable  for 90 days
after  termination  of such  employment or other service to the Company.  If the
Administrator  determines  that an optionee is terminated for cause,  the Option
may terminate immediately. Upon the death of an optionee, the Option will remain
exercisable by the executor or  administrator  of the  optionee's  estate for 12
months (or such longer period of time as the Administrator determines).  Upon an
optionee's  cessation of service to the Company due to a disability,  the Option
will  remain  exercisable  for 12 months (or such  longer  period of time as the
Administrator  determines).  When an optionee  ceases  serving the Company  upon
retirement, the Option will be exercisable for 90 days (or such longer period of
time as the Administrator determines).

TERM OF THE PLAN

         The  Administrator  may make  awards  under the Plan until  October 16,
2013.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         The number of shares of common stock  available  for award grants under
the Plan will be adjusted  proportionately  for any  increase or decrease in the
number  of  issued  shares  of  common  stock   effected   without   receipt  of
consideration by the Company,  such as a stock dividend,  stock split or reverse
stock split.  If the Company merges with another  corporation and the Company is
the survivor,  the existing Options shall remain in effect. If the Company sells
all or  substantially  all of its  assets  or merges  (and is not the  surviving
corporation) or is consolidated with another corporation, all vested portions of
unexpired Options will become and remain exercisable for the 20 days ending five
days prior to the effective date of such sale,  merger or consolidation (or such
longer period as the  Administrator  may determine).  Upon the effective date of
such sale, merger or consolidation, the Plan and each Option will terminate. The
Administrator may determine, in it sole discretion, that in the alternative, the
surviving or acquiring  corporation  may substitute  Options with respect to its
shares  of  common  stock  for  existing  Options.  At  the  discretion  of  the
Administrator,  an Option  exercised in contemplation of the consummation of the
sale of all or substantially  all of the assets of the Company,  a merger (where
the Company is not the surviving  corporation) or  consolidation  of the Company
with another  corporation,  may be conditioned  upon the  effectiveness  of such
sale, merger or consolidation.  Any other dissolution or liquidation shall cause
each Option to terminate.

CHANGE IN CONTROL

         Upon any  change in  control  of the  Company,  including  a pending or
threatened  takeover bid,  tender offer or exchange offer for 20% or more of the
outstanding  common  stock  of the  Company  or any  other  class  of  stock  or
securities of the Company, the Administrator may accelerate the exercise date of
any outstanding  Option,  or make any Option fully vested and  exercisable,  pay
cash to any or all of the holders of Options in



                                       5


exchange  for  cancellation  of their  outstanding  Options  or make  any  other
adjustments to the Plan and  outstanding  Options and substitute new Options for
outstanding Options.

AMENDMENT OF THE PLAN

         The Board may from time to time,  with  respect to any shares of common
stock not subject to Options, suspend or discontinue the Plan or revise or amend
it in any respect whatsoever, except that, without the approval of the Company's
stockholders,  the  Board  may not amend  the Plan to  materially  increase  the
benefits to participants under the Plan, increase the number of shares of common
stock  that may be issued  under the Plan,  change  the  designation  of persons
eligible to receive  Incentive Stock Options under the Plan or amend the section
of the Plan regarding amendments to the Plan to defeat its purpose.

FEDERAL INCOME TAX CONSEQUENCES

         Stock  Options.  No income will be realized by an optionee on the grant
of an Option, and the Company will not be entitled to a deduction at such time.

         An optionee will recognize no income for purposes of the regular income
tax upon the exercise of an Incentive Stock Option.  However,  the excess of the
fair  market  value on the  exercise  date of the  shares so  acquired  over the
exercise  price  (the  "spread")  will be added to the  optionee's  tax base for
purposes  of  the   alternative   minimum  tax  unless  the  optionee   makes  a
"disqualifying disposition" in the year of exercise. A disqualifying disposition
is a sale or other  disposition  of the shares before the expiration of a period
of two  years  from the date of the  option  grant and one year from the date of
exercise.  It will result in the  recognition of ordinary income by the optionee
equal to the lesser of the spread on the date of exercise  or the gain  realized
on the sale. If an optionee  does not make a  disqualifying  disposition  of the
shares acquired pursuant to the exercise of an Incentive Stock Option,  the gain
or loss on a  subsequent  sale of the shares will be  long-term  capital gain or
loss.

         The  Company  will not in general be  entitled  to a tax  deduction  in
connection  with an  Incentive  Stock  Option.  In the  case of a  disqualifying
disposition,  however,  it will in general be  entitled  to a  deduction  in the
amount of the ordinary income recognized by the optionee.

         Upon the exercise of a  Nonstatutory  Stock Option,  the spread will be
recognized as ordinary  income by the optionee.  The Company  generally  will be
entitled to a deduction equal to the spread.

         Restricted  Stock.  Unless a timely  Section 83(b) election is made, as
described in the following  paragraph,  a recipient  will not recognize  taxable
income upon the grant or purchase of restricted Stock because such stock will be
nontransferable  and subject to a substantial risk of forfeiture  (collectively,
"Forfeiture")  and  any  dividends  received  on the  shares  while  subject  to
Forfeiture  will be treated  as  compensation  income  rather  than as  dividend
income.  Whenever  any of such  stock is no longer  subject to  Forfeiture,  the
recipient will recognize  ordinary  income,  subject to payroll tax withholding,
equal to the excess of the then fair market  value of the shares which have thus
become  unrestricted  over their purchase price,  if any. The income  recognized
will  increase  the  adjusted  basis of such  stock and the  holding  period for
purposes of long capital gain or loss.

         A recipient may make an irrevocable  election  within 30 days after the
grant or purchase of restricted Stock, pursuant to Section 83(b) of the Code, to
recognize  ordinary income,  subject to withholding of payroll tax, on the basis
of the fair  market  value of the  restricted  Stock at the time of its  receipt
without regard to any  diminution in value because of  Forfeiture.  The adjusted
basis  of such  stock  would  be  increased  by the  income  recognized  and the
recipient's holding period for the shares would commence immediately.  Dividends
on the shares  will not be treated as  compensation,  but as  ordinary  dividend
income.  No income (other than dividends) would thereafter arise with respect to
the  shares  until  they are  sold.  The  gain or loss on sale  would be long or
short-term capital gain or loss depending on the holding period of the shares.



                                       6


         In  general,  the Company  will be entitled to a deduction  at the same
time, and in an amount equal to, the ordinary  income  recognized by a recipient
with respect to shares of restricted Stock.

VOTE REQUIRED

         The  affirmative  vote of the  holders of a majority  of the issued and
outstanding  shares of common  stock and  preferred  stock is  required  for the
approval  of the Plan.  Shares  of common  stock  and  preferred  stock  held by
stockholders  present in person at the Special Meeting of Stockholders  that are
not voted for approval of the Plan or shares held by stockholders represented at
the Special  Meeting of  Stockholders  by proxy from which authority to vote for
the Plan has been properly  withheld  (including  broker  non-votes) will not be
counted as votes  cast,  but will  effectively  count as  negative  votes on the
proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

         The Board of Directors  recommends a vote FOR the NuWay  Medical,  Inc.
2003 Equity Plan  Proposal.  The Board of Directors  believes  that the proposed
Plan is in the best  interests  of the  Company  and its  stockholders.  Proxies
received  will be voted in favor of the NuWay  Medical,  Inc.  2003  Equity Plan
Proposal unless otherwise indicated.

         THE  BOARD  OF  DIRECTORS  RECOMMENDS  THAT  STOCKHOLDERS  VOTE FOR THE
APPROVAL OF OUR  ADOPTION OF THE NUWAY  MEDICAL,  INC.  2003  EQUITY  PLAN.  THE
AFFIRMATIVE  VOTE OF A MAJORITY OF THE COMPANY'S  ISSUED AND OUTSTANDING  SHARES
WILL BE REQUIRED FOR approval of the adoption of the NUWAY  MEDICAL,  INC.  2003
EQUITY PLAN.

                                  PROPOSAL II

                           APPROVAL OF NOTE CONVERSION

         In conjunction  with the  acquisition of a technology  license from Med
Wireless,  Inc. on August 21, 2002, the Company  assumed a $1,120,000  note (the
"Note")  with  interest  at 10% per annum  payable  by Med  Wireless  to Summitt
Ventures,  Inc. The Note is secured by the Company's  assets and was  originally
due on June 15,  2003.  On March  26,  2003,  Summitt  Ventures  sold the  Note,
together with 4,182,107  shares of the Company's common stock, to New Millennium
Capital Partners LLC ("New Millennium"),  a limited liability company controlled
and  owned  in part by the  Company's  CEO and  president,  Dennis  Calvert,  in
exchange for a $900,000  promissory note (the "New  Millennium  Note") issued by
New Millennium in favor of Summitt Ventures.  The New Millennium Note is secured
by all of the stock of the Company owned by New Millennium and Mr.  Calvert.  On
March  26,  2003,  the  Company's  Board of  Directors  voted  to enter  into an
amendment to the Note (the "Original Note  Amendment") to provide for conversion
of the Note into restricted  common stock of the Company (at a conversion  price
discounted  37.5% to the then market price of $0.08).  New Millennium  agreed to
the Note Amendment. Subsequent to the vote by the Board to convert the Note, the
Company received  notification from Nasdaq's Listing  Qualifications  Department
that converting the Note without  shareholder  approval  violated certain Nasdaq
Marketplace  Rules.  In  response  to this  notification,  the  Board,  with the
concurrence  of New  Millennium,  voted to amend  its  resolution  and  withhold
issuance of the shares to New Millennium  pending  shareholder  approval for the
conversion. To allow time for a shareholder vote with respect to the conversion,
New  Millennium  agreed to extend the terms of the Note,  from June 15,  2003 to
October 1, 2003.

         At the Company's June 6, 2003 Board meeting, and prior to a shareholder
vote on the  conversion,  Mr.  Calvert,  on  behalf of New  Millennium,  and the
Company,   through  the  unanimous   action  of  the  Board  (with  Mr.  Calvert
abstaining),  agreed that, in light of the  then-market  conditions  (namely the
significant  increase in the trading price of the  Company's  common stock since
March 26,  2003,  the date on which  the  conversion  of the Note to equity  was
originally  approved by the Board,  from $0.08 to $0.28 as of June 6,



                                       7


2003),  it would be inequitable for New Millennium to convert the Note (together
with  accrued  interest  thereon)  at the  originally  agreed to $0.05 per share
price. In this regard, Mr. Calvert, on behalf of New Millennium, and the Company
orally  agreed to rescind the  agreement to convert the Note.  In addition,  New
Millennium  orally  agreed with the Company to extend the  maturity  date of the
Note to a first  payment due  October 1, 2003 in the amount of $100,000  and the
balance of the  principal  due on April 1, 2004,  with interest due according to
the original  terms of the Note (to  correspond  to the payment terms of the New
Millennium Note), and furthermore to reduce the Company's obligation on the Note
to the extent that New  Millennium  is able to reduce its  obligation on the New
Millennium Note.

         Due to the Company's lack of liquidity, the Company was unable to repay
the first  $100,000  installment  of the Note when it became  due on  October 1,
2003. To address this issue,  the Board of Directors  appointed a committee (the
"Committee") consisting of Board members Steve Harrison and Joseph Provenzano to
negotiate revised terms and conditions of the Note with Mr. Calvert. Mr. Calvert
informed  the  Committee  that in order to  accommodate  the  Company's  working
capital  needs,  Mr.  Calvert  would be  willing  to  convert  the Note into the
Company's equity. Due to the Company's lack of liquidity,  and because the terms
of the  conversion  were  negotiated  on behalf of the Company by  disinterested
members  of the  Board of  Directors  and  management,  the  Board of  Directors
determined  not to seek a  third-party  fairness  opinion  on the  terms  of the
proposed  conversion.  The Board did, however,  instruct the Committee to ensure
that the Company  presented  any proposed  loan  conversion  transaction  to the
Company's   shareholders  with  a  requirement  that  a  majority  vote  of  the
disinterested shareholders be required for approval.

         Pursuant  to a series  of  negotiations  between  Mr.  Calvert  and the
Committee,  the Committee and Mr.  Calvert  agreed to once again provide for the
conversion of the Note into equity.  The parties  agreed that the Note (together
with accrued  interest  thereon) would be cancelled and converted into shares of
the Company's  common stock at a per share price equal to $0.036 (a 20% discount
to the  closing  price of the  Company's  common  stock of $0.045 on October 16,
2003, the date an agreement  between the Committee and Mr. Calvert was reached).
In arriving at the  conversion  price,  the  Committee  determined  that a 20.0%
discount to market price was appropriate based on a number of factors, including
that (i) with the quantity of the shares that would be issued, a block of shares
that size could not be  liquidated  without  affecting  the market  price of the
shares, and (ii) the shares would be "restricted shares" and could therefore not
be  sold  in the  public  markets  prior  to two  years  from  the  date  of the
conversion,  and  thereafter  would be  subject to the volume and manner of sale
limitations of Rule 144 under the Securities Act of 1933.

         As of the date of this Proxy Statement,  Mr. Calvert was the beneficial
owner of 4,782,000 shares of common stock, representing approximately 13% of the
Company's  outstanding  voting  stock.  If the  conversion  is  approved  by our
stockholders,  Mr. Calvert will be issued an additional approximately 33,000,000
shares,  and will own  approximately  54% of the  Company's  outstanding  voting
stock.  Accordingly,  Mr.  Calvert  will be able to control  the  outcome of all
matters  requiring  stockholder  approval  and will be able to elect  all of the
Company's  directors  (subject to any cumulative voting rights  stockholders may
have),  thereby controlling the management,  policies and business operations of
the Company.  In  addition,  because the Note will be converted at a discount to
market,  the equity  interest of  existing  stockholders  will be  significantly
diluted.

         We believe that the  completion  of the  conversion  is critical to our
continuing  viability  and  that  its  terms  are  fair to the  Company  and its
stockholders.  In the event the conversion is not approved by the  stockholders,
the Company will be forced to consider an alternative plan of restructuring  the
Note. An  alternative  restructuring  arrangement  may not be  available,  or if
available,  may not be on terms as favorable to our stockholders as the terms of
the proposed conversion.

Recommendation of the Board of Directors

         THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL
OF THE note CONVERSION. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES HELD BY
DISINTERESTED  SHAREHOLDERS  PRESENT  IN PERSON OR  REPRESENTED  BY PROXY AT THE
SPECIAL MEETING WILL BE REQUIRED FOR APPROVAL OF THE NOTE CONVERSION.



                                       8


EXECUTIVE COMPENSATION

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





                                                                          Long-term compensation
                                                                -------------------------------------------
                                        Annual Compensation                Awards                 Payouts
                                    ----------------------------------------------------------   ----------
    Name and principal    Year       Salary ($)                  Restricted       Securities     LTIP        All Other
        position           (b)           (c)                    stock awards      underlying     Payouts   compensation
          (a)                                                       ($)            options/        ($)          ($)
                                                                    (f)            SARs (#)        (h)          (i)
                                                                                     (g)
--------------------------------------------------------------------------------------------------------------------------
                                                           
Dennis Calvert,             2002(1)        14,000                   4,000,000(5)             -
Chief Executive Officer

Todd Sanders,               2002(2)        94,000
Chief Executive Officer     2001                                                      750,000(3)
                            2000                                      100,000(3)

William Bossung,            2002(2)       104,000
Chief Operating Officer     2001                                                      750,000(4)
                            2000(4)                                   100,000(4)

Joseph Provenzano,          2002(6)
Director, Secretary



(1)      Became Chief Executive Officer in June 2002.

(2)      Including offset of loans from the Company.

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

(4)      Became  Chief  Operating  Officer  in  October  2000.  Pursuant  to  an
         employment arrangement the Company issued Mr. Bossung 100,000 shares of
         Common  Stock and warrants to purchase  750,000  shares of Common Stock
         for $1.75 per share.

EMPLOYMENT CONTRACTS

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

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



                                       9


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

                            EQUITY COMPENSATION PLANS



----------------------------------------------------------------------------------------------------------------------
                                                   (a)                 (b)                      (C)
                                                                                                        Number
                                                                                                          of
                                                                                                      securities
                                                                                                 remaining available
                                                Number of                                        for future issuance
                                             securities to be                                        under equity
                                               issued upon                                        compensation plans
                                               exercise of              Weighted-average              (excluding
                                               outstanding             exercise price of              securities
                                            options, warrants         outstanding options,       reflected in column
            Plan Category                       and rights            warrants and rights                (a))
---------------------------------------    ---------------------    -------------------------    ---------------------
                                                                                        
Equity compensation plans approved by
security holders                                    65,000                    $1.75                      -0-

Equity compensation plans not
approved by security holders                       400,000 (1)                 1.39                    5,484,062

Total                                              465,000                                             5,484,062



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

1994 STOCK OPTION PLAN

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

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



                                       10




                                                                 Number of Shares               Price Per Share
                                                             --------------------------   ----------------------------
                                                                                             
Options Outstanding at January 1, 2001                                 237,500                     $1.00 - $1.75

Options Outstanding at December 31, 2001                               237,500                     $1.00 - $1.75

Options Expired                                                       (172,500)                            $1.00
                                                             --------------------------

Options Outstanding at December 31, 2002                                65,000                     $1.00 - $1.75
                                                             ==========================



2002 CONSULTANT EQUITY PLAN

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

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

         Those  1,000,000  shares  were  issued  in  January  of 2003,  but were
returned by Mr. Calvert to the Company that same month.

2003 STOCK COMPENSATION PLAN

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

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



                                       11


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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information  regarding the  beneficial
ownership  of  shares  of the  Company's  common  stock  as of  October  22 2003
(36,961,486   shares  of  common  stock  issued  and  outstanding)  by  (i)  all
stockholders known to the Company to be beneficial owners of more than 5 percent
of the outstanding  common stock; and (ii) all directors and executive  officers
of the Company, individually and as a group:



                        Name and Address of Beneficial       Amount of Beneficial
                                 Owner (1)(2)                    Ownership (3)           Percent of Class
--------------------- ---------------------------------------------------------------- ----------------------
                                                                                            
                      Dennis Calvert                                4,782,000                   12.9%(4)

                      Joseph Provenzano                             1,224,936                    3.3%

                      Steven Harrison                                 122,043                    0.3%

                      Gary Cox                                        200,000                    0.5%

                      All directors and officers,
                       as a group (4 individuals)                   6,328,979                   17.1%



(1)      Each owner has sole voting power and sole  dispositive  power as to all
         of the shares shown as beneficially owned by them.

(2)      Address unless otherwise stated is 23461 South Pointe Drive, Suite 200,
         Laguna Hills, California 92653.

(3)      Other than as footnoted  below,  none of these security holders has the
         right to acquire any amount of the shares  within 60 days from options,
         warrants,  rights,  conversion privilege,  or similar obligations.  The
         amount owned is based on issued common stock,  as well as stock options
         which are exercisable within 60 days.

(4)      Does  not  include  approximately  33,000,000  shares  issuable  to Mr.
         Calvert upon conversion of the Note.


CHANGES IN CONTROL

         In the event the Note is converted  into equity on the terms  described
in this Proxy Statement, Mr. Calvert will own approximately 54% of the Company's
issued and outstanding voting stock.

                                  OTHER MATTERS

         Our  management  does not intend to present any other items of business
and is not  aware of any  matters  other  than  those  set  forth in this  Proxy
Statement that will be presented for action at the Special



                                       12


Meeting. However, if any other matters properly come before the Special Meeting,
the persons named in the enclosed  proxy intend to vote the shares of our common
stock and/or  preferred  stock that they represent in accordance with their best
judgment.



                                By Order of the Board of Directors



                                ---------------------------------------
                                Secretary






                                       13


                               NUWAY MEDICAL, INC.

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned  holder of Common Stock and/or Preferred Stock of NUWAY
MEDICAL,  INC.  (the  "Company")  hereby  appoints  DENNIS  CALVERT  and  JOSEPH
PROVENZANO,  and each of them, proxies of the undersigned,  each with full power
to act without the other and with the power of  substitutions,  to represent the
undersigned at the Special  Meeting of Stockholders of the Company to be held at
the  Company's  offices at 23461 South Pointe  Drive,  Suite 200,  Laguna Hills,
California 92653, on Tuesday, December 9, 2003, at 10:00 a.m. (California Time),
and at any adjournments  thereof,  and to vote all shares of Common Stock and/or
Preferred Stock of the Company  standing in the name of the undersigned with all
the powers the undersigned  would possess if personally  present,  in accordance
with the  instructions  on the reverse hereof and in their  discretion upon such
other business as may properly come before the meeting.

         The undersigned  hereby revokes any other proxy to vote at such Special
Meeting of Stockholders  and hereby ratifies and confirms all that said proxies,
and each of them,  may  lawfully  do by  virtue  hereof.  The  undersigned  also
acknowledges receipt of the Notice of Special Meeting of Stockholders to be held
December 9, 2003 and the Proxy Statement furnished herewith.

THIS PROXY WILL BE VOTED IN  ACCORDANCE  WITH THE  INSTRUCTIONS  ON THE  REVERSE
HEREOF,  AND WILL BE VOTED IN FAVOR OF ANY  MATTERS AS TO WHICH NO  INSTRUCTIONS
ARE INDICATED. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

X  Please mark votes as in this example.

1. Proposal to approve the adoption of the Nuway Medical, Inc. 2003 Equity Plan.

                    FOR                 AGAINST                      ABSTAIN
          ---------             --------                     --------

2.       Proposal to approve the conversion of a secured  promissory note in the
         principal amount of $1,120,000 (together with accrued interest thereon)
         held by the  Company's CEO into  approximately  shares of the Company's
         common stock.

                    FOR                 AGAINST                      ABSTAIN
          ---------             --------                     --------

                    MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW.
          ---------

                    MARK HERE IF YOU PLAN TO ATTEND THE MEETING.
          ---------



                                    Signature:________________________________


                                    Signature:________________________________


                                    Date:    _________________________________
                                    Please sign exactly as name  appears  below.
                                    When shares are held by joint tenants,  both
                                    should  sign.   When  signing  as  attorney,
                                    executor,    administrator,    trustee    or
                                    guardian, please give full title as such. If
                                    a corporation, please sign in full corporate
                                    name  by  President   or  other   authorized
                                    officer.  If a  partnership,  please sign in
                                    partnership name by authorized person.






                                   APPENDIX A

                               NUWAY MEDICAL, INC.

                                2003 EQUITY PLAN


1.       PURPOSE

         The Plan is intended to provide incentives to key Employees,  Directors
and Consultants of the Corporation  and its  Subsidiaries,  to encourage them to
acquire a proprietary  interest in the  Corporation and remain in the service of
the Corporation and its  Subsidiaries,  and to attract new Employees,  Directors
and Consultants with outstanding qualifications.  The Plan provides both for the
direct award or sale of Shares and for the grant of options to purchase Shares.

2.       DEFINITIONS

         Unless otherwise defined herein or the context otherwise requires,  the
capitalized terms used herein shall have the following meanings:

              (a)  "Acquisition  Price" shall mean the price per Share of Common
Stock,  determined by the Administrator,  at which a Share may be acquired under
the Plan (other than upon exercise of an Option).

              (b) "Act" shall mean the Securities Act of 1933, as amended.

              (c)  "Administrator"  shall  mean  the  Board  or  the  Committee,
whichever shall be administering the Plan from time to time in the discretion of
the Board, as described in Section 4 of the Plan.

              (d) "Board" shall mean the Board of Directors of the Corporation.

              (e)  "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as
amended.

              (f) "Committee" shall mean the committee appointed by the Board in
accordance with Section 4 of the Plan.

              (g) "Common  Stock"  shall mean the $.00067 par value Common Stock
of the  Corporation  and any  class of  shares  into  which  such  Common  Stock
hereafter may be converted or reclassified.

              (h)  "Consultant"  shall  mean a person  who  performs  bona  fide
services  for the  Corporation,  a Parent or a  Subsidiary  as a  consultant  or
advisor, excluding Employees and outside Directors.

              (i)  "Corporation"  shall mean  NUWAY  MEDICAL,  INC.,  a Delaware
corporation.

              (j) "Director" shall mean a member of the Board of the Corporation
or a member of the board of directors of a Subsidiary.

              (k) "Disability" shall mean a medically  determinable  physical or
mental  impairment  which has made an  individual  incapable  of engaging in any
substantial gainful activity.  A condition shall be considered a Disability only
if (i) it can be expected to result in death or has lasted or it can be expected
to last for a continuous  period of not less than twelve (12)  months,  and (ii)
the Administrator,  based upon medical evidence,  has expressly  determined that
Disability exists.

              (l) "Employee"  shall mean an individual  who is employed  (within
the meaning of Section 3401 of the Code and the  regulations  thereunder) by the
Corporation or a Subsidiary.


                                  Appendix A-1


              (m) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

              (n)  "Exercise  Price"  shall  mean the  price per Share of Common
Stock, determined by the Administrator, at which an Option may be exercised.

              (o) "Fair  Market  Value" shall mean the value of one (1) Share of
Common Stock, determined as follows:

              (i) If the Shares are traded on an exchange or over-the-counter on
the National Market System (the "NMS") of the National Association of Securities
Dealers,  Inc.  Automated  Quotation  System  ("NASDAQ"),  (A) if  listed  on an
exchange,  the  closing  price as reported  for  composite  transactions  on the
business day immediately  prior to the date of valuation or, if no sale occurred
on that date,  then the mean  between the  closing bid and asked  prices on such
exchange on such date, and (B) if traded on the NMS, the last sales price on the
business day immediately  prior to the date of valuation or, if no sale occurred
on such date,  then the mean between the highest bid and the lowest asked prices
as of the close of business on the business day immediately prior to the date of
valuation, as reported in the NASDAQ system;

              (ii) If the Shares are not  traded on an  exchange  or the NMS but
are  otherwise  traded  over-the-counter,  the mean  between the highest bid and
lowest asked prices  quoted in the NASDAQ  system as of the close of business on
the business day  immediately  prior to the date of valuation or, if on such day
such  security  is not  quoted  in the  NASDAQ  system,  the  mean  between  the
representative   bid  and   asked   prices   on  such   date  in  the   domestic
over-the-counter  market as reported by the National Quotation Bureau,  Inc., or
any similar successor organization; and

              (iii) If  neither  clause  (i) nor (ii)  above  applies,  the fair
market  value  as  determined  by  the   Administrator   in  good  faith.   Such
determination shall be conclusive and binding on all persons.

              (p)   "Immediate   Family"   shall  mean  any  child,   stepchild,
grandchild,  parent, stepparent,  grandparent,  spouse, sibling,  mother-in-law,
father-in-law, son-in-law, daughter-in-law,  brother-in-law or sister-in-law and
shall include adoptive relationships.

              (q)  "Incentive  Stock Option"  shall mean an option  described in
Section 422(b) of the Code.

              (r) "Nonstatutory Stock Option" shall mean an option not described
in Section 422(b) of the Code.

              (s) "Option" shall mean any stock option  granted  pursuant to the
Plan.  An  Option  shall be  granted  on the date the  Administrator  takes  the
necessary  action to approve the grant.  However,  if the minutes or appropriate
resolutions of the Administrator provide that an Option is to be granted as of a
date in the future, the date of grant shall be that future date.

              (t) "Option Agreement" shall mean a written stock option agreement
evidencing a particular Option between an Optionee and the Corporation.

              (u)  "Optionee"  shall  mean a  Participant  who has  received  an
Option.

              (v)  "Option   Purchase  Price"  shall  mean  the  Exercise  Price
multiplied by the number of Shares with respect to which an Option is exercised.

              (w)  "Parent"   shall  mean  any   corporation   (other  than  the
Corporation) in an unbroken chain of corporations  ending with the  Corporation,
if each of the corporations other than the Corporation owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other  corporations  in such chain.  A corporation  that attains the status of a
Parent on a date after the  adoption  of the Plan shall be  considered  a Parent
commencing as of such date.


                                  Appendix A-2



              (x) "Participant" shall have the meaning assigned to it in Section
5(a) hereof.

              (y) "Plan" shall mean this NUWAY  MEDICAL,  INC. 2003 EQUITY PLAN,
as it may be amended from time to time.


              (z) "Purchaser"  shall mean a person to whom the Board has offered
the right to acquire  Shares  under the Plan  (other  than upon  exercise  of an
Option).

              (aa) "Retirement" shall mean (i) with respect to an Employee,  the
voluntary  cessation  of  employment  upon  either  (x)  the  attainment  of age
sixty-five  (65) and the  completion  of not less than ten (10) years of service
with the  Corporation  or a Subsidiary  or (y) the  completion  of not less than
twenty (20) years of service with the  Corporation or a Subsidiary and (ii) with
respect to a Director,  the voluntary  election not to stand for  re-election as
Director upon the  attainment of age  sixty-five  (65) and the completion of not
less than five (5) years of service as a Director.

              (bb)  "Share"  shall mean one share of Common  Stock,  adjusted in
accordance with Section 14 of the Plan (if applicable).

              (cc) "Share  Acquisition  Price" shall mean the Acquisition  Price
multiplied  by the  number of  Shares  which are  acquired  pursuant  to a Stock
Purchase Agreement.

              (dd) "Stock  Purchase  Agreement"  shall mean a written  agreement
between the Corporation and a Purchaser who acquires Shares under the Plan.

              (ee)  "Subsidiary"  shall mean any  subsidiary  corporation of the
Corporation as defined in Section 424(f) of the Code.

         3. EFFECTIVE DATE

         The Plan was adopted by the Board effective October 16, 2003.

         4. ADMINISTRATION

         The Plan shall be  administered,  in the  discretion  of the Board from
time to time,  by the Board or by a Committee  which shall be  appointed  by the
Board.  The Board may from time to time remove  members from, or add members to,
the Committee. Vacancies on the Committee, however caused, shall be filed by the
Board.  The  Committee  shall be  composed  of  disinterested  Directors,  i.e.,
Directors who have not, during the one year prior to service as an administrator
of the Plan, been granted or awarded equity  securities  pursuant to the Plan or
any other plan of the  Corporation or any of its  affiliates,  other than a plan
which would not negate such  director's  status as  "disinterested"  pursuant to
Rule 16b-3  promulgated  under the  Exchange  Act.  There  shall be at least two
Directors  serving on the Committee at any time.  The Board shall appoint one of
the members of the Committee as Chairman.  The Administrator shall hold meetings
at  such  times  and  places  as it may  determine.  Acts of a  majority  of the
Administrator  at which a quorum is present,  or acts  reduced to or approved in
writing by the unanimous consent of the members of the  Administrator,  shall be
the valid acts of the Administrator.

         The Administrator  shall from time to time at its discretion select the
Employees,  Consultants  and  Directors  who are to be granted  Options,  direct
awards or sales of  Shares,  determine  the  number of Shares to be  subject  to
Options  and to be issued to  Purchasers  and the other  rights to be granted to
each Optionee,  Purchaser, and , with respect to Options, designate such Options
as  Incentive  Stock  Options or  Nonstatutory  Stock  Options,  except  that no
Incentive Stock Option may be granted to a non-Employee  Director or Consultant.
A Committee or Board member shall in no event  participate in any  determination
relating  to  Options  or any  other  rights  held by or to be  granted  to such
Committee  or  Board  member.   The   interpretation  and  construction  by  the
Administrator  of any  provision  of the Plan or of any  Option or other  right,
Option  Agreement or Stock Purchase  Agreement  shall be final. No member of the
Administrator shall be liable for any action or determination made in good faith
with respect to the Plan or any Option or other right granted hereunder.

                                  Appendix A-3




         5. PARTICIPATION

         (a) Eligibility.

         Optionees  and   Purchasers   shall  be  such  persons   (collectively,
"Participants";  individually a "Participant")  as the  Administrator may select
from among the following classes of persons, subject to the terms and conditions
of Section 5(b) below:

         (i)      Employees  (who  may be  officers,  whether  or not  they  are
                  Directors);

         (ii)     Directors; and

         (iii)    Consultants.

         Notwithstanding  the provisions of this Section 5(a), the Administrator
may at any time or from time to time  designate  one or more  Directors as being
ineligible for selection as  Participants  in the Plan for any period or periods
of time.

              (b) Ten-Percent Stockholders.

         A  Participant  who owns  more  than  ten  percent  (10%) of the  total
combined  voting power of all classes of outstanding  stock of the  Corporation,
its Parent or any of its Subsidiaries shall not be eligible to receive an Option
unless (i) the Exercise  Price of the Shares  subject to such Option is at least
one hundred ten  percent  (110%) of the Fair Market  Value of such Shares on the
date of grant and (ii) such  Option  by its terms is not  exercisable  after the
expiration of five (5) years from the date of grant.

              (c) Stock Ownership.

         For purposes of Section 5(b) above, in determining  stock ownership,  a
Participant  shall  be  considered  as  owning  the  stock  owned,  directly  or
indirectly,  by or for his or her brothers and sisters,  spouse,  ancestors  and
lineal  descendants.   Stock  owned,  directly  or  indirectly,   by  or  for  a
corporation,  partnership,  estate or trust shall be  considered  as being owned
proportionately  by or for its shareholders,  partners or  beneficiaries.  Stock
with respect to which such Participant holds an Option shall not be counted.

              (d) "Outstanding Stock."

         For purposes of Section 5(b) above,  "outstanding  stock" shall include
all stock actually  issued and  outstanding  immediately  after the grant of the
Option to the Optionee.  "Outstanding stock" shall not include shares authorized
for  issuance  under  outstanding  Options  held by the Optionee or by any other
person.

         6. STOCK

         The stock issued to Purchasers or subject to Options  granted under the
Plan shall be shares of the Corporation's  authorized but unissued or reacquired
Common Stock.  The aggregate number of Shares which may be issued under the Plan
shall be  15,000,000.  The number of Shares  subject to Options or other  rights
outstanding  at any time  shall  not  exceed  the  number  of  Shares  remaining
available for issuance under the Plan. In the event that any outstanding  Option
or other right for any reason expires or is terminated,  the Shares allocable to
the unexercised  portion of such Option or other right may again be made subject
to an Option or other  right.  No eligible  person  shall be granted  Options or
other rights during any 12-month period  covering more than  15,000,000  Shares.
The limitations  established by this Section 6 shall be subject to adjustment in
the  manner  provided  in  Section  13 hereof  upon the  occurrence  of an event
specified in that Section.  Notwithstanding  the provisions of this Section 6 or
any other  provisions  hereof,  at no time shall the total number of  securities
issuable upon exercise of all outstanding Options and the total number of shares
provided  for under any stock  bonus or  similar  plan or  agreement  exceed the
applicable  percentage  as  calculated in  accordance  with the  conditions  and
exclusions of Rule 260.140.45 of the California  Corporate Securities Law, based
on the  securities  of the  Company  which  are  outstanding  at  the  time  the
calculation is made.

                                  Appendix A-4



         7. TERMS AND CONDITIONS OF OPTIONS

              (a) Option Agreement

         Each grant of an Option  under the Plan shall be evidenced by an Option
Agreement in such form as the  Administrator  shall from time to time determine.
Such Option shall be subject to all applicable  terms and conditions of the Plan
and may be subject to any other terms and conditions  which are not inconsistent
with the Plan and which the Administrator  deems appropriate for inclusion in an
Option Agreement.  The provisions of the various Option Agreements  entered into
under the Plan need not be identical.

              (b) Nature of Option

         Each Option shall state  whether it is an  Incentive  Stock Option or a
Nonstatutory Stock Option.

              (c) Number of Shares

         Each Option  shall state the number of Shares to which it pertains  and
shall provide for the  adjustment  thereof in accordance  with the provisions of
Section 13 hereof.

              (d) Exercise Price

         Each Option shall state the Exercise  Price.  The Exercise Price in the
case of any Incentive  Stock Option shall not be less than the Fair Market Value
on the date of grant and, in the case of an Incentive Stock Option granted to an
Optionee  described in Section  5(b) hereof,  shall not be less than one hundred
ten percent  (110%) of the Fair Market Value on the date of grant.  The Exercise
Price  in the case of any  Nonstatutory  Stock  Option  shall  not be less  than
eighty-five percent (85%) of the Fair Market Value on the date of grant, and, in
the case of a  Nonstatutory  Stock  Option  granted to an Optionee  described in
Section  5(b) hereof,  shall not be less than one hundred ten percent  (110%) of
the Fair  Market  Value on the  date of  grant.  Subject  to the  preceding  two
sentences,  the  Exercise  Price  under an  Option  shall be  determined  by the
Administrator in its sole discretion.

              (e) Term and Non-Transferability of Options

         Each  Option  shall  state the time or times  when all or part  thereof
becomes exercisable  (provided that (i) the exercise period shall in no event be
more than 120  months  from the date of grant and (ii) any  holder who is not an
officer,  director or consultant shall have the right to exercise at the rate of
at least 20% per year over 5 years  from the date the  Option  is  granted).  No
Option shall be exercisable after the expiration of ten (10) years from the date
it was granted, or such shorter time as may be required by Section 5(b). Subject
to the  preceding  sentence,  the  Administrator  in its sole  discretion  shall
determine when an Option is to expire. During the lifetime of the Optionee,  the
Option shall be exercisable  only by the Optionee or the Optionee's  guardian or
legal  representative  and shall not be  assignable or  transferable,  except as
provided in the next sentence.  In the event of the Optionee's death, the Option
shall  not be  transferable  other  than  by will or the  laws  of  descent  and
distribution. Any other attempted alienation, assignment, pledge, hypothecation,
attachment, execution or similar process, whether voluntary or involuntary, with
respect to all or any part of any Option or right thereunder,  shall be null and
void and, at the  Corporation's  option shall cause all of the Optionee's rights
under the Option to terminate.

              (f) No Rights as a Stockholder

         No one shall have rights as a  stockholder  with  respect to any Shares
covered by an Option until the date of the issuance of a stock  certificate  for
such  Shares.   No  adjustment   shall  be  made  for  dividends   (ordinary  or
extraordinary,  whether in cash, securities or other property), distributions or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate is issued, except as expressly provided in Section 13 hereof.


                                  Appendix A-5


              (g) Modification, Extension and Renewal of Options

         Within the  limitations  of the Plan, the  Administrator  may modify an
Option,  accelerate  the rate at which an Option  may be  exercised  (including,
without limitation,  permitting an Option to be exercised in full without regard
to the installment or vesting  provisions of the applicable  Option Agreement or
whether  the  Option  is at the  time  exercisable,  to the  extent  it has  not
previously been exercised),  extend or renew  outstanding  Options or accept the
cancellation of outstanding Options (to the extent not previously exercised) for
the  granting  of  new  Options  in   substitution   therefor.   The   foregoing
notwithstanding,  no modification of an Option shall, without the consent of the
Optionee,  alter or impair any rights or obligations under any Option previously
granted.

              (h) Notice of Sale

         Until the later of the second anniversary of the grant of any Incentive
Stock Option and the first  anniversary of the issuance of any stock ("incentive
stock")  pursuant  to the  exercise  of an  Incentive  Stock  Option,  the stock
transfer records of the Corporation  (whether  maintained by it or by a transfer
agent of the Common Stock) shall reflect that any  certificates  issued or to be
issued  representing  incentive  stock in connection  with such exercise must be
registered in the name of the  beneficial  holder (and not in any "street name")
until transferred to a third party, and that the transfer agent shall notify the
Corporation in a case of any requested  transfer of such incentive  stock during
that period. In addition, the certificate or certificates registered in the name
of the  beneficial  holder  representing  the  incentive  stock issued upon such
exercise will bear the following legend during such period:

                  "Solely to assist the issuer of the shares represented by this
                  certificate,  until the later of the second anniversary of the
                  date of grant of the Option under which this  certificate  was
                  originally  issued  or one  year  from  the  date of  original
                  issuance of the shares  represented by this  certificate,  the
                  Transfer   Agent   will   notify  the  issuer  of  the  shares
                  represented  hereby of any requested  transfer by the original
                  registered holder."

              (i) Withholding Taxes

         As a condition  to the exercise of an Option,  the Optionee  shall make
such  arrangements as the  Administrator may require for the satisfaction of any
federal,  state, local or foreign  withholding tax obligations that may arise in
connection with such exercise. The Optionee shall also make such arrangements as
the Administrator may require for the satisfaction of any federal,  state, local
or foreign  withholding  tax  obligations  that may arise in connection with the
disposition of Shares acquired by exercising an Option.

              (j) Other Provisions

         An Option  Agreement  authorized  under the Plan may contain such other
provisions  not  inconsistent  with the  terms of the Plan  (including,  without
limitation,  restrictions  upon the exercise of the Option) as the Administrator
shall deem advisable.

              (k) Substitution of Options

         Notwithstanding  any inconsistent  provisions or limits under the Plan,
in the event the Corporation acquires (whether by purchase, merger or otherwise)
all or substantially  all of the outstanding  capital stock or assets of another
corporation  or  in  the  event  of  any  reorganization  or  other  transaction
qualifying  under Section 424 of the Code the  Administrator  may, in accordance
with the  provisions  of that  Section,  substitute  Options  under the Plan for
options of the acquired  company  provided (i) the excess of the aggregate  fair
market  value  of  the  shares  subject  to  an  option  immediately  after  the
substitution over the aggregate option price of such shares is not more than the
similar excess immediately before such substitution and (ii) the new option does
not give persons  additional  benefits,  including any extension of the exercise
period.


                                  Appendix A-6


         8. TERMS AND CONDITIONS OF AWARDS OR SALES

              (a) Stock Purchase Agreement

         Each award or sale of Shares  under the Plan (other than upon  exercise
of an Option) shall be evidenced by a Stock  Purchase  Agreement in such form as
the Administrator shall from time to time determine. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other  terms and  conditions  which are not  inconsistent  with the Plan and
which the  Administrator  deems  appropriate  for inclusion in a Stock  Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

              (b) Nontransferability of Rights

         Rights to acquire Shares under the Plan shall not be  transferable  and
shall be exercisable only by the Purchaser to whom such rights were granted.

              (c) Purchase Price

         The Acquisition  Price of Shares to be offered under the Plan shall not
be less than the  greater of (i) the par value of such Shares or (ii) 85% of the
Fair Market  Value of such Shares (or,  with respect to a  Participant  who owns
more than 10% of the total  combined  voting power of all classes of outstanding
stock of the  Corporation,  its Parent or any of its  Subsidiaries,  100% of the
Fair Market Value of such Shares) at the time the person is granted the right to
purchase  Shares or at the time the  purchase  is  consummated.  Subject  to the
preceding sentence,  the Administrator shall determine the Purchase Price in its
sole  discretion.  The  Purchase  Price shall be payable in a form  described in
Section 9

              (d) Withholding Taxes

         As a condition to the purchase of Shares, the Purchaser shall make such
arrangements  as the  Administrator  may  require  for the  satisfaction  of any
federal,  state, local or foreign  withholding tax obligations that may arise in
connection with such purchase.

              (e) Restrictions on Transfer of Shares

         Any  Shares  awarded  or sold  under the Plan  shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and
other  transfer   restrictions  as  the   Administrator   may  determine.   Such
restrictions  shall be set forth in the applicable Stock Purchase  Agreement and
shall apply in addition to any restrictions  that may apply to holders of Shares
generally. A Stock Purchase Agreement may provide for accelerated vesting in the
event of the Purchaser's death, disability or retirement or other events.

              (f) Other Provisions

         A Stock Purchase  Agreement  authorized under the Plan may contain such
other  provisions  not   inconsistent   with  the  terms  of  the  Plan  as  the
Administrator shall deem advisable.

         9. PAYMENT FOR SHARES

         (a) General Rule. The entire Share Acquisition Price or Option Purchase
Price  of  Shares  issued  under  the  Plan  shall  be  payable  in cash or cash
equivalents  at the time when such  Shares are  purchased,  except as  otherwise
provided in this Section 9.

         (b)  Surrender  of Stock.  To the extent  that an Option  Agreement  so
provides,  all  or any  part  of the  Option  Purchase  Price  may  be  paid  by
surrendering, or attesting to the ownership of, Shares that are already owned by
the Optionee.  Such Shares shall be surrendered to the  Corporation in good form
for transfer and shall be valued at their Fair Market Value on the date when the
Option is exercised.


                                  Appendix A-7


              (c) Services  Rendered.  At the  discretion of the  Administrator,
Shares may be awarded under the Plan in consideration of services rendered prior
to the award to the Corporation, a Parent or a Subsidiary.

              (d)  Promissory  Note.  To the extent that an Option  Agreement or
Stock Purchase  Agreement so provides,  all or a portion of the Option  Purchase
Price or Share Acquisition Price (as the case may be) of Shares issued under the
Plan may be paid with a full-recourse promissory note. However, the par value of
the Shares,  if newly  issued,  shall be paid in cash or cash  equivalents.  The
Shares shall be pledged as security for payment of the  principal  amount of the
promissory note and interest thereon.  The interest rate payable under the terms
of the promissory note shall not be less than the minimum rate (if any) required
to avoid the imputation of additional  interest  under the Code.  Subject to the
foregoing,  the  Administrator  (in its sole discretion) shall specify the term,
interest rate,  amortization  requirements (if any) and other provisions of such
note.

              (e)  Exercise/Sale.  To the  extent  that an Option  Agreement  so
provides, and if Common Stock is publicly traded, payment of the Option Purchase
Price with respect to an Option may be made all or in part by the delivery (on a
form prescribed by the Corporation) of an irrevocable  direction to a securities
broker  approved by the Corporation to sell Shares and to deliver all or part of
the sales  proceeds to the  Corporation  in payment of all or part of the Option
Purchase Price and any withholding taxes.

              (f)  Exercise/Pledge.  To the extent that an Option  Agreement  so
provides, and if Common Stock is publicly traded, payment of the Option Purchase
Price with respect to an Option may be made all or in part by the delivery (on a
form prescribed by the Corporation) of an irrevocable direction to pledge Shares
to a securities broker or lender approved by the Corporation,  as security for a
loan,  and to deliver  all or part of the loan  proceeds to the  Corporation  in
payment of all or part of the Option Purchase Price and any withholding taxes.

         10. CESSATION OF EMPLOYMENT

              (a)  Cessation  for Any Reason  (other than Death,  Disability  or
Retirement)

         If an  Optionee  ceases to be an  Employee or to serve as a Director or
Consultant of the  Corporation  for any reason other than his or her death,  or,
with respect to an Employee or Director,  his or her  Disability or  Retirement,
such  Optionee  shall have the right,  subject to the  restrictions  referred to
elsewhere  in the Plan,  to exercise  his Option at any time within  ninety (90)
days after  cessation of employment or the date he ceases  serving as a Director
or Consultant (or such other date as determined by the Administrator),  provided
that the foregoing  shall not extend any Option beyond its term,  but, except as
otherwise  provided in the applicable  Option Agreement only to the extent that,
at the date of cessation of employment  or serving as a Director or  Consultant,
the Optionee's  right to exercise such Option had accrued  pursuant to the terms
of the applicable  Option  Agreement and had not previously been  exercised.  An
Option Agreement may, in the sole discretion of the Administrator, but need not,
provide  that  the  Option  shall  cease to be  exercisable  on the date of such
cessation if such cessation  arises by reason of the Optionee's  misconduct.  An
Optionee  shall be  considered  to have been  terminated  for  misconduct  if he
resigns or is discharged or otherwise  termination on account of conviction of a
felony or any crime of moral  turpitude,  misappropriation  of the assets of the
Corporation  or  any  Subsidiaries  or  any  affiliate,  continued  or  repeated
insobriety  or illegal  drug use,  continued  or repeated  absence  from service
during the usual working hours of the Optionee's position for reasons other than
Disability  or sickness,  or refusal to carry out a reasonable  direction of the
Board or of the  Chief  Executive  Officer  of the  Corporation  or of any other
person designated by such Chief Executive Officer.

         For purposes of this Section 10(a), the employment  relationship  shall
be treated as continuing  intact while the Optionee is on military  leave,  sick
leave  or other  bona  fide  leave  of  absence  (to be  determined  in the sole
discretion of the Administrator). The foregoing notwithstanding,  in the case of
an Incentive Stock Option, employment shall not be deemed to continue beyond the
thirtieth  (30th) day after the Optionee  ceased active  employment,  unless the
Optionee's reemployment rights are guaranteed by statute or by contract.

              (b) Death of Optionee

                                  Appendix A-8



         If an  Optionee  dies  while a  Participant,  or after  ceasing to be a
Participant  but during the period in which he or she could have  exercised  his
Option and has not fully exercised his Option,  then his Option may be exercised
in full,  subject to the restrictions  referred to elsewhere in the Plan, at any
time within twelve (12) months after the Optionee's death (or such other date as
determined by the  Administrator)  (provided that the foregoing shall not extend
any Option beyond its term), by the executor or  administrator  of his estate of
by any person or persons who have acquired the Option directly from the Optionee
by bequest or inheritance,  but, except as otherwise  provided in the applicable
Option Agreement,  only to the extent that, at the date of death, the Optionee's
right to exercise such Option had accrued and had not been forfeited pursuant to
the  terms  of the  applicable  Option  Agreement  and had not  previously  been
exercised.

              (c) Disability of Optionee

         If an  Optionee  ceases  to be an  Employee  or  Director  by reason of
Disability,  such  Optionee  shall have the right,  subject to the  restrictions
referred to  elsewhere  in the Plan,  to exercise  his Option at any time within
twelve (12) months  after such  cessation of  employment  (or such other date as
determined by the  Administrator)  (provided that the foregoing shall not extend
any Option beyond its term),  but,  except as provided in the applicable  Option
Agreement,  only to the extent that, at the date of such cessation of employment
or service as a  Director,  the  Optionee's  right to  exercise  such Option had
accrued  pursuant to the terms of the  applicable  Option  Agreement and had not
previously been exercised.

              (d) Retirement of Optionee

         If an  Optionee  ceases  to be an  Employee  or  Director  by reason of
Retirement  (and not on account of misconduct  as determined in Section  10(a)),
such  Optionee  shall have the right,  subject to the  restrictions  referred to
elsewhere  in the Plan,  to exercise  his Option at any time within  twelve (12)
months after  cessation of  employment  (or such other date as determined by the
Administrator)  (provided that the foregoing  shall not extend any Option beyond
its term),  but only to the extent that,  at the date of cessation of employment
or service as a  Director,  the  Optionee's  right to  exercise  such Option had
accrued  pursuant to the terms of the  applicable  Option  Agreement and had not
previously been exercised.

         11. LIMITATION OF ANNUAL AWARDS

         The aggregate Fair Market Value (determined as of the date an Option is
granted)  of the  Shares  with  respect to which  Incentive  Stock  Options  are
exercisable  for the first time by any Optionee  during any calendar  year under
the Plan and all other plans  maintained by the  Corporation,  its Parent or its
Subsidiaries, shall not exceed $100,000.

         12. TERM OF PLAN

         Subject to the  limitations  in Section 6,  Options and other awards or
sales of Shares  may be  granted  pursuant  to the Plan until the date ten years
after the effective date referred to in Section 3.

         13. EFFECT OF CERTAIN EVENTS

              (a) Stock Splits and Dividends

         The  number of Shares  covered  by the Plan as  provided  in  Section 6
hereof,  and the  number  of  Shares  covered  by each  outstanding  Option  and
allocated to each  Participant  pursuant to a Stock  Purchase  Agreement and the
exercise or purchase  prices thereof shall be  proportionately  adjusted for any
increase or decrease in the number of issued Shares resulting from a subdivision
or  consolidation of Shares,  the payment of a stock dividend,  a stock split, a
recapitalization,  combination,  reclassification  or other  distribution of the
Corporation's  equity  securities  without the receipt of  consideration  by the
Company,  or any other  increase  or  decrease  in the  number of issued  Shares
effected without receipt of consideration by the Corporation.

              (b) Merger, Sale of Assets, Liquidation


                                  Appendix A-9




         Subject to any  required  action by  stockholders,  if the  Corporation
shall  merge with  another  corporation  and the  Corporation  is the  surviving
corporation  in such  merger  and under the terms of such  merger  the shares of
Common Stock outstanding  immediately prior to the merger remain outstanding and
unchanged, each outstanding Option shall continue to apply to the Shares subject
thereto and shall also pertain and apply to any additional  securities and other
property,  if any,  to which a holder of the  number of  Shares  subject  to the
Option would have been  entitled as a result of the merger.  If the  Corporation
sells all, or substantially  all, of its assets or the Corporation merges (other
than a merger of the type described in the  immediately  preceding  sentence) or
consolidates  with  another  corporation,   this  Plan  and  each  Option  shall
terminate,  but only after each Optionee (or the successor in interest) has been
given the right to exercise the vested  portion of any unexpired  Option in full
or in part.  This right shall be exercisable  for the period of twenty (20) days
ending  five  (5)  days  before  the  effective  date of the  sale,  merger,  or
consolidation (or such longer period as the Administrator may specify), provided
that the foregoing  shall not extend any Option beyond its term.  Alternatively,
in its sole and absolute discretion,  the surviving or acquiring corporation (or
the parent company of the surviving or acquiring  corporation) may tender to any
Optionee (or  successor  in  interest) a  substitute  option or options or stock
appreciation  right to purchase shares of, or with respect to the shares of, the
surviving or acquiring  corporation (or the parent  corporation of the surviving
or acquiring  corporation).  The substitute option or stock  appreciation  right
shall contain all terms and provisions  required  substantially  to preserve the
rights and benefits of all Options  then held by the  Optionee (or  successor in
interest) receiving the substitute option or stock appreciation right. Any other
dissolution  or  liquidation  of the  Corporation  shall  cause  each  Option to
terminate.

         At  the  discretion  of  the  Administrator,  an  Option  exercised  in
contemplation of the consummation of the sale of all or substantially all of the
assets of the Corporation or a merger (other than a merger of the type described
in the first sentence of the immediately  preceding  paragraph) or consolidation
of the Corporation with another corporation,  may be conditioned upon such sale,
merger or consolidation becoming effective.

              (c) Adjustment Determination

         To the extent that the  foregoing  adjustments  relate to securities of
the Corporation,  such  adjustments  shall be made by the  Administrator,  whose
determination shall be conclusive and binding on all persons.

              (d) Limitation on Rights

         Except as expressly provided in this Section 13, an Optionee shall have
no rights by reason of any  subdivision or  consolidation  of shares of stock of
any class,  the payment of any stock  dividend or any other increase or decrease
in the  number of shares of stock of any class or by reason of any  dissolution,
liquidation,  merger or  consolidation or spin-off of assets or stock of another
corporation,  and any issue by the  Corporation of shares of stock of any class,
or securities  convertible into shares of stock of any class,  shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
exercise price of Shares subject to an Option.  The grant of an Option  pursuant
to the Plan shall not affect in any way the right or power of the Corporation to
make adjustments,  reclassifications,  reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business or assets.

              (e) Change in Control

         In the event of a pending or threatened  takeover bid,  tender offer or
exchange offer for twenty percent (20%) or more of the outstanding  Common Stock
or any other  class of stock or  securities  of the  Corporation  (other  than a
tender  offer or  exchange  offer made by the  Corporation  or any  Subsidiary),
whether or not deemed a tender offer under  applicable  Federal or state law, or
in the event that any person  makes any filing under  Section  13(d) or 14(d) of
the Exchange Act with  respect to the  Corporation,  other than a filing on Form
13G or Form 13D, the Administrator may in its sole discretion,  take one or more
of the following actions to the extent not inconsistent with other provisions of
the Plan:

              (a) Accelerate the exercise dates of any  outstanding  Option,  or
make the Option fully vested and exercisable;


                                  Appendix A-10


              (b) Pay cash to any or all holders of Options in exchange  for the
cancellation of their outstanding Options; or

              (c) Make  any  other  adjustments  or  amendments  to the Plan and
outstanding Options and substitute new Options for outstanding Options.

         14. SECURITIES LAW REQUIREMENTS

              (a) Legality of Issuance

         No  Shares  shall  be  issued  under  the Plan  unless  and  until  the
Corporation has determined that:

              (i) it and the  Optionee  or  Purchaser  have  taken  all  actions
required  to  register  the offer and sale of the  Shares  under the Act,  or to
perfect an exemption from the registration requirements thereof;

              (ii) any applicable  listing  requirement of any stock exchange on
which the Common Stock is listed has been satisfied; and

              (iii) any other  applicable  provision of state or Federal law has
been satisfied.

              (b)  Restrictions  on  Transfer;  Representations  of Optionee and
Purchaser; Legends

         Regardless  of whether the  offering  and sale of Shares under the Plan
has been registered  under the Act or has been registered or qualified under the
securities laws of any state, the Corporation may impose  restrictions  upon the
sale,  pledge or other  transfer  of such Shares  (including  the  placement  of
appropriate   legends  on  stock  certificates)  if,  in  the  judgment  of  the
Corporation  and its counsel,  such  restrictions  are necessary or desirable in
order to achieve  compliance with the provisions of the Act, the securities laws
of any state or any other law.  In the event  that the sale of Shares  under the
Plan is not  registered  under  the  Act but an  exemption  is  available  which
requires an investment representation or other representation, each Optionee and
Purchaser shall be required to represent that such Shares are being acquired for
investment, and not with a view to the sale or distribution thereof, and to make
such  other  representations  as are  deemed  necessary  or  appropriate  by the
Corporation and its counsel. Stock certificates evidencing Shares acquired under
the Plan  pursuant  to an  unregistered  transaction  shall  bear the  following
restrictive legend and such other restrictive  legends as are required or deemed
advisable under the provisions of any applicable law:

                  "THE SALE OF THE  SECURITIES  REPRESENTED  HEREBY HAS NOT BEEN
                  REGISTERED  UNDER THE SECURITIES ACT OF 1933 (THE "ACT").  ANY
                  TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID UNLESS A
                  REGISTRATION  STATEMENT  UNDER THE ACT IS IN EFFECT AS TO SUCH
                  TRANSFER  OR IN THE  OPINION  OF COUNSEL  FOR THE ISSUER  SUCH
                  REGISTRATION  IS  UNNECESSARY  IN ORDER FOR SUCH  TRANSFER  OR
                  PLEDGE TO COMPLY WITH THE ACT."

         Any determination by the Corporation and its counsel in connection with
any of the matters set forth in this Section 14 shall be conclusive  and binding
on all persons.

              (c) Registration or Qualification of Securities.

         The Corporation may, but shall not be obligated to, register or qualify
the sale of Shares under the Act or any other  applicable  law. The  Corporation
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under the Plan to comply with any law.

              (d) Exchange of Certificates


                                  Appendix A-11


         If, in the  opinion  of the  Corporation  and its  counsel,  any legend
placed on a stock  certificate  representing  Shares  sold  under the Plan is no
longer required,  the holder of such  certificate  shall be entitled to exchange
such  certificate for a certificate  representing  the same number of Shares but
without such legend.

              (e) Financial Statements

         The Corporation will deliver  Participants  copies of the Corporation's
financial statements at least annually.

         15. AMENDMENT OF THE PLAN

         The Board may from time to time, with respect to any Shares at the time
not subject to Options, suspend or discontinue the Plan or revise or amend it in
any respect  whatsoever  except that,  without the approval of the Corporation's
stockholders, no such revision or amendment shall:

              (a)  Materially  increase  the benefits  accruing to  Participants
under the Plan;

              (b)  Increase  the number of Shares  which may be issued under the
Plan;

              (c) Change the designation in Section 5 hereof with respect to the
classes of persons  eligible to receive  Incentive  Stock Options;  or (d) Amend
this Section 15 to defeat its purpose.

         16. EXCHANGE ACT

         If the Common  Stock is  registered  under the  Exchange  Act, the Plan
shall be  amended  by the Board  from time to time to the  extent  necessary  or
advisable,   in  the  judgment  of  the  Board  after  having   consulted   with
Corporation's  counsel,  to enable Participants who are officers or Directors of
the  Corporation  and who are  generally  subject to the duties  established  by
Section  16(a) or 16(b) of the Exchange Act  ("Section  16  Requirements")  with
respect to  purchases  and sales of equity  securities  of the  Corporation,  to
obtain  the  benefits  of such  exclusions  or  exemptions  from the  Section 16
Requirements  as may be established  by the  Securities and Exchange  Commission
from time to time by rule,  regulation,  administrative  order or interpretation
(whether such  interpretation  is made by such Commission or staff) with respect
to (i) the  receipt of  Options,  (ii) the  exercise,  modification,  extension,
cancellation, exchange, termination or expiration of Options, (iii) the purchase
of Common Stock upon the exercise of Options or otherwise  pursuant to the Plan,
and (iv) the sale of Common  Stock  received  upon the  exercise  of  Options or
otherwise  pursuant  to  the  Plan.   Anything  in  the  Plan  to  the  contrary
notwithstanding,   such   amendments  may  be  made  without   approval  of  the
Corporation's stockholders unless and to the extent that, in the judgment of the
Board after consulting with the Corporation's  counsel,  stockholder approval of
such an amendment is required by any  applicable  law, rule or regulation of any
governmental body or securities exchange.

         17. APPLICATION OF FUNDS

         The proceeds  received by the Corporation from the sale of Common Stock
pursuant to the Plan will be used for general corporate purposes.

         18. NO RETENTION OF RIGHTS

         Nothing in the Plan or in any Option or other right  granted  under the
Plan shall  confer  upon the  Optionee  or  Purchaser  any right to  continue in
service with the  Corporation  for any period of specific  duration or interfere
with or  otherwise  restrict  in any way the rights of the  Corporation  (or any
Parent or Subsidiary employing or retaining the Optionee or Purchaser) or of the
Optionee or Purchaser,  which rights are hereby  expressly  reserved by each, to
terminate his service with the Corporation at any time and for any reason,  with
or without cause.


                                  Appendix A-12


         19. APPROVAL OF STOCKHOLDERS

         The Plan shall be  subject to  approval  by the  affirmative  vote of a
majority  of the  Corporation's  issued  and  outstanding  shares no later  than
October 16, 2004.  Prior to such approval,  Options may be granted but shall not
be exercisable,  and shares may be awarded but shall be subject to return to the
Corporation.

         20. EXECUTION

         To record the adoption of the Plan by the Board on October 16, 2003 the
Corporation has caused an authorized officer to affix the Corporate name hereto.


                                        NUWAY MEDICAL, INC.


                                        By:
                                            ---------------------------------
                                            Name: Dennis Calvert
                                            Title: CEO and President



                                  Appendix A-13