THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE
      NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR THE
      SECURITIES  ACT OF ANY STATE AND MAY NOT BE SOLD OR  TRANSFERRED
      UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
      ACTS COVERING  THIS WARRANT AND THE  SECURITIES  REPRESENTED  BY
      THIS WARRANT OR PURSUANT TO AN EXEMPTION  FROM THE  REGISTRATION
      AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTS.


                               NUWAY MEDICAL, INC.


                    FORM OF WARRANT TO PURCHASE COMMON STOCK

                               Issued: XXXX, 2005

WARRANT NO. XXXX


      THIS  CERTIFIES  THAT, for value  received,  XXXXXXX,  an individual  (the
"Holder"), is entitled to subscribe for and purchase from NUWAY MEDICAL, INC., a
corporation  organized under the laws of the state of Delaware (the  "Company"),
subject to Section 1(b) hereof, commencing at the time periods prescribed herein
and ending at 5:00 p.m.  California  on  January  31,  2008,  XXXX  shares  (the
"Shares")  of common  stock,  par value,  $0.00067,  of the Company (the "Common
Stock"). The exercise price for each Share subject to this Warrant (the "Warrant
Price")  is equal to  $0.05.  The  number of Shares  and the  Warrant  Price are
subject  to  adjustment  from  time to time as  provided  in  Section  4 of this
Warrant.

      This Warrant is issued in  connection  with and as  consideration  for the
Convertible Note dated the date hereof and issued by the Company in favor of the
Holder,  which Convertible Note has been issued pursuant the Holder's investment
in the Company.

      1. Method of Exercise;  Payment; Issuance of New Warrant. (a) The purchase
right represented by this Warrant may be exercised by the Holder, in whole or in
part,  subject to the limitation set forth below,  and from time to time, by (i)
the  surrender of this Warrant  (with a notice of exercise in the form  attached
hereto as Exhibit A, duly  executed) at the principal  office of the Company and
(ii) the  payment  to the  Company,  by check  or wire  transfer  of funds to an
account specified in writing by the Company, of an amount equal to the aggregate
Warrant Price.  The Shares so purchased,  representing  the aggregate  number of
shares  specified  in the  executed  Exhibit A, shall be delivered to the Holder
within a reasonable  time,  not  exceeding ten (10)  business  days,  after this
Warrant  shall  have been so  exercised.  Upon  receipt  by the  Company of this
Warrant  at the  office  of  the  Company,  in  proper  form  for  exercise  and
accompanied by the amount equal to the aggregate Warrant Price, the Holder shall
be deemed to be the holder of record of the Shares  issuable upon such exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that certificates  representing such Shares shall not then be actually
delivered to the Holder.

<PAGE>

            (b) Notwithstanding anything else herein to the contrary, the Holder
shall not have the right,  and the  Company  shall not have the  obligation,  to
exercise  all or any  portion  of this  Warrant,  unless  and until  each of the
following  events  has  first  occurred:  (i) the  Company's  stockholders  have
approved an increase in the number of shares of common stock  authorized  by the
Company's  Certificate  of  Incorporation  in an amount not less than the amount
required  to permit all  warrants  issued in this  series to be  converted  into
shares of the  Company's  Common  Stock as provided  herein,  at a validly  held
meeting of stockholders at which a quorum is present and acting throughout;  and
(ii) the  Company has filed with the  Secretary  of State of State of Delaware a
Certificate of Amendment to the Company's  Certificate of Incorporation to amend
its  Certificate  of  Incorporation  to increase  the number of shares of common
stock authorized by the Company's Certificate of Incorporation.

            (c) If this  Warrant  shall have been  exercised  only in part,  the
Company shall,  at the time of delivery of such Shares,  deliver to the Holder a
new Warrant  evidencing the right to purchase the remaining Shares called for by
this Warrant,  which new Warrant shall in all other  respects be identical  with
this Warrant, or, at the request of Holder,  appropriate notation may be made on
this Warrant which shall then be returned to Holder.

      2. Stock Fully Paid;  Reservation of Shares. All Shares that may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be fully paid and  nonassessable,  and free from all preemptive  rights,  taxes,
liens and charges with respect to the issue thereof; provided, however, that the
Company  shall not be required  to pay any  transfer  taxes with  respect to the
issue of shares in any name other  than that of the  registered  holder  hereof.
During the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company will at all times have authorized,  and reserved for the
purpose of the issue upon  exercise of the  purchase  rights  evidenced  by this
Warrant,  a  sufficient  number of shares of  Common  Stock to  provide  for the
exercise of the rights  represented  by this  Warrant.  The Company shall at all
times  take all such  action  and  obtain  all such  permits or orders as may be
necessary to enable the Company  lawfully to issue such Common Stock as duly and
validly  issued,  fully paid and  nonassessable  shares upon exercise in full of
this Warrant.

      3. Fractional  Shares. No fractional shares of Common Stock will be issued
in connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Fair Market
Value of such Shares.

      4.  Adjustment.  This Warrant shall be subject to adjustment  from time to
time upon the occurrence of certain events, as follows:

            (a)  Adjustment  for Stock Splits and  Combinations.  If the Company
shall  at any  time or from  time  to  time  after  the  date  hereof  effect  a
subdivision of the  outstanding  Common Stock,  the Warrant Price then in effect
immediately before that subdivision shall be proportionately  decreased.  If the
Company shall at any time or from time to time after the date hereof combine the
outstanding  Common Stock, the Warrant Price then in effect  immediately  before
the combination shall be  proportionately  increased.  Any adjustment under this
subsection  shall  become  effective  at the close of  business  on the date the
subdivision or combination becomes effective.

            (b) Adjustment for Certain Dividends and Distributions. In the event
the Company at any time or from time to time after the date hereof shall make or
issue a dividend or other  distribution  payable in additional  shares of Common
Stock,  then and in each such event the Warrant  Price shall be  decreased as of
the time of such issuance, by multiplying the Warrant Price by a fraction:

                                      -2-
<PAGE>

            (x)   the  numerator of which shall be the total number of shares of
                  Common Stock issued and outstanding  immediately  prior to the
                  time of such issuance; and

            (y)   the  denominator  of which shall be the total number of shares
                  of Common Stock issued and  outstanding  immediately  prior to
                  the time of such  issuance plus the number of shares of Common
                  Stock issuable in payment of such dividend or distribution.

            (c)  Adjustment  of Number of Shares.  Upon each  adjustment  of the
Warrant  Price  pursuant to either  Section  4(a) or 4(b) of this  Warrant,  the
number of shares of Common Stock purchasable upon exercise of this Warrant shall
be adjusted to the number of shares of Common  Stock,  calculated to the nearest
one hundredth of a share, obtained by multiplying the number of shares of Common
Stock purchasable  immediately prior to such adjustment upon the exercise of the
Warrant by the Warrant Price in effect prior to such adjustment and dividing the
product so obtained by the new Warrant Price.

            (d) Adjustment for Reclassification,  Exchange and Substitution.  If
the Common Stock issuable upon the exercise of this Warrant are changed into the
same or different number of shares of any class or classes of stock,  whether by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination  provided  for in Section  4(a) above,  a dividend  or  distribution
provided for in Section 4(b) above, or a reorganization,  merger,  consolidation
or sale of assets,  provided for in Section  4(e)  below),  then and in any such
event the Holder shall have the right  thereafter  to exercise this Warrant into
the  kind  and  amount  of stock  and  other  securities  receivable  upon  such
recapitalization,  reclassification or other change, by holders of the number of
shares  of Common  Stock  for  which  this  Warrant  might  have been  exercised
immediately prior to such recapitalization, reclassification or change.

            (e) Reorganization,  Mergers,  Consolidations or Sales of Assets. If
at any time or from time to time there is a capital reorganization of the Common
Stock  (other than a  subdivision  or  combination  provided for in Section 4(a)
above,  a dividend or  distribution  provided  for in Section  4(b) above,  or a
reclassification  or exchange of shares provided for in Section 4(d) above) or a
merger or consolidation of the Company with or into another entity, or a sale of
all or  substantially  all of the Company's  properties  and assets to any other
person or entity, then, as a part of such reorganization,  merger, consolidation
or sale, provision shall be made so that the Holder shall thereafter be entitled
to receive upon  exercise of this Warrant the number of shares of stock or other
securities,  money  or  property  of the  Company,  or of the  successor  entity
resulting from such merger or consolidation or sale, to which a holder of Common
Stock  deliverable  upon  conversion  would have been  entitled on such  capital
reorganization, merger, consolidation, or sale. The Company shall not effect any
reorganization,  merger,  consolidation or sale unless prior to the consummation
thereof each entity or person  (other than the Company)  that may be required to
deliver any cash, securities or other property upon the exercise of this Warrant
shall assume, by written  instrument  delivered to the Holder, the obligation to
deliver to the Holder such cash,  securities or other  property as in accordance
with the  foregoing  provisions  the  Holder may be  entitled  to  receive.  The
foregoing  provisions of this Section 4(e) shall  similarly  apply to successive
reorganizations, mergers, consolidations and sales.

            (f) No  Impairment.  The  Company  will  not,  by  amendment  of its
Articles of  Incorporation  or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or  performed  hereunder by the Company but will at all

                                      -3-
<PAGE>

times in good faith  assist in the carrying  out of all the  provisions  of this
Section and in the taking of all such action as may be necessary or  appropriate
in order to protect  the  conversion  rights of the Holder  against  dilution or
other impairment.  Without limiting the generality of the foregoing, the Company
will not issue any capital stock of any class which is preferred as to dividends
or  as  to  the  distribution  of  assets  upon  the  voluntary  or  involuntary
dissolution, liquidation or winding up of the Company.

            (g) Notice of  Adjustments.  Whenever this Warrant shall be adjusted
pursuant to this Section 4, the Company  shall make a  certificate  signed by an
officer of the Company setting forth, in reasonable  detail, the event requiring
the  adjustment,  the  amount  of the  adjustment,  the  method  by  which  such
adjustment was calculated,  and the new Warrant Price and the type or the number
of Shares  purchasable  after giving effect to such adjustment,  and shall cause
copies of such  certificate to be mailed (by first class mail,  postage prepaid)
to the Holder.

      5. The Company's Obligation to Make Payments.

            (a)  Dividends  and  Distributions.  In the event the Company at any
time or from time to time after the date  hereof  shall make or issue a dividend
or other distribution,  whether payable in cash, securities or other property of
the Company, with respect to any of its capital stock for which an adjustment is
not made pursuant to Section 4 of this Warrant, then and in each such event, the
Company  shall  concurrently  make a cash  payment  to the  Holder  equal to the
product of (i) the quotient obtained by dividing (x) the amount of cash plus the
fair value of any property or securities distributed by (y) the number of shares
of Common Stock outstanding on the record date for such dividend or distribution
and (ii) the number of Shares on such record date.

            (b)  Redemption  of Capital  Stock.  In the event the Company at any
time or from time to time after the date hereof shall  repurchase  or redeem any
of its  capital  stock or any rights,  including  without  limitation,  options,
warrants  or other  convertible  or  exchangeable  securities,  to acquire  such
capital stock, then and in each such event, the Company shall  concurrently make
a cash payment to the Holder  equal to the product of (i) the quotient  obtained
by dividing (x) the aggregate amount of cash and the aggregate fair value of any
property  paid out by the  Company in  connection  with any such  repurchase  or
redemption  by (y) the number of shares of Common Stock  outstanding  on a fully
diluted basis immediately after such repurchase or redemption and (2) the number
of Shares.

      6. Notice of Record Date. In the event:

            (1)   that  the   Company   declares  a   dividend   (or  any  other
                  distribution) on any of its capital stock  (including  without
                  limitation, its Common Stock);

            (2)   that the  Company  repurchases  or redeems  any of its capital
                  stock (including without limitation,  its Common Stock) or any
                  rights to acquire such capital stock;

            (3)   that the Company subdivides or combines its outstanding shares
                  of Common Stock;

            (4)   of  any  reclassification  of  the  Common  Stock,  or of  any
                  consolidation, merger or share exchange of the Company into or
                  with another  entity,  or of the sale of all or  substantially
                  all of the assets of the Company;

                                      -4-
<PAGE>

            (5)   of the  involuntary or voluntary  dissolution,  liquidation or
                  winding up of the Company; or

            (6)   of any offer of its Common Stock or any rights to acquire such
                  Common Stock for consideration  paid per share of Common Stock
                  less than the Warrant Price then in effect.

then the  Company  shall  notify  the  Holder at least 30 days prior to the date
specified in (A), (B) or (C) below, in writing stating:

            (A) the  record  date of such  dividend,  distribution,  repurchase,
      redemption,  subdivision  or  combination,  or,  if a record  is not to be
      taken,  the date as to which the  holders of Common  Stock of record to be
      entitled  to  such   dividend,   distribution,   repurchase,   redemption,
      subdivision or combination are to be determined;

            (B) the date on which such reclassification,  consolidation, merger,
      share exchange,  sale, dissolution,  liquidation or winding up is expected
      to become effective,  and the date as of which it is expected that holders
      of Common  Stock of record  shall be entitled to exchange  their shares of
      Common  Stock  for  securities  or other  property  deliverable  upon such
      reclassification,  consolidation, merger, sale, dissolution or winding up;
      or

            (C) the date on  which  such  offering  of its  Common  Stock or any
      rights to acquire  such Common Stock for  consideration  paid per share of
      Common   Stock  less  than  the  Warrant   Price  is  expected  to  become
      consummated.

      7. Compliance with Securities Act; Disposition of Warrant or Common Stock.

            (a)  Compliance  with  Securities  Act.  The Holder,  by  acceptance
hereof,  agrees  that this  Warrant  and the Shares to be issued  upon  exercise
hereof are being  acquired for  investment  and that such Holder will not offer,
sell or otherwise  dispose of this Warrant or any Common Stock to be issued upon
exercise hereof except under  circumstances which will not result in a violation
of the  Securities  Act of 1933, as amended (the "Act").  All Shares issued upon
exercise of this Warrant (unless registered under the Act or sold or transferred
pursuant to Rule 144  promulgated  under the Act) shall be stamped or  imprinted
with a legend in substantially the following form:

      "THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
      OF 1933 OR THE SECURITIES  ACTS OF ANY STATE AND MAY NOT BE SOLD
      OR  TRANSFERRED  UNLESS  THERE  IS  AN  EFFECTIVE   REGISTRATION
      STATEMENT  UNDER SUCH ACTS COVERING THIS SECURITY OR PURSUANT TO
      AN  EXEMPTION  FROM THE  REGISTRATION  AND  PROSPECTUS  DELIVERY
      REQUIREMENTS OF SUCH ACTS."

            (b)  Disposition  of  Warrant  or  Shares.  Subject to the terms and
conditions of this Warrant and applicable  securities laws, this Warrant and the
rights represented by this Warrant may be transferred,  assigned or pledged,  in
whole or in part with prior written notice to the Company. Any transfer shall be
accompanied by the Notice of Transfer form attached hereto as Exhibit B.

                                      -5-
<PAGE>

      8. Rights as  Shareholders.  The Holder  shall not, by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

      9. Representations and Warranties.  The Company represents and warrants to
the Holder as follows:

            (a) This  Warrant  has been  duly  authorized  and  executed  by the
Company and is a valid and binding  obligation  of the  Company  enforceable  in
accordance with its terms;

            (b) The Shares have been duly  authorized  and reserved for issuance
by the Company and,  when issued in accordance  with the terms  hereof,  will be
validly issued, fully paid and nonassessable;

            (c) The rights, preferences,  privileges and restrictions granted to
or  imposed  upon the  Shares and the  holders  thereof  are as set forth in the
Company's Certificate of Incorporation;

            (d) The  execution  and  delivery of this  Warrant are not,  and the
issuance of the Shares  upon  exercise of this  Warrant in  accordance  with the
terms  hereof  will  not  be,   inconsistent  with  the  Company's  Articles  of
Incorporation or by-laws,  do not and will not contravene any law,  governmental
rule or regulation, judgment or order applicable to the Company, and, except for
consents  that have  already been  obtained by the Company,  do not and will not
conflict with or contravene any provision of, or constitute a default under, any
indenture,  mortgage,  contract  or other  instrument  of which the Company is a
party or by which it is bound or require the consent or approval  of, the giving
of notice to, the registration with or the taking of any action in respect of or
by, any federal,  state or local government authority or agency or other person;
and

      10.  Modification and Waiver. This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

      11. Notices.  Except as otherwise  expressly  provided herein, all notices
and other  communications  provided for hereunder shall be in writing (including
telegraphic,  telex, telecopier or cable communication) and mailed, telegraphed,
telexed, telecopied,  cabled or delivered to the applicable party at its address
specified  opposite its  signature  below,  or at such other address as shall be
designated by such party in a written notice to the other.  All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied or cabled or
sent by overnight courier,  be effective when deposited in the mails,  delivered
to the telegraph company,  cable company or overnight  courier,  as the case may
be, or sent by telex or telecopier.

      12. Descriptive Headings. The descriptive headings of the several sections
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

      13.  Governing  Law.  THIS WARRANT AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA.

      14. Binding  Effect on Successors.  This Warrant shall be binding upon any
entity succeeding the Company by merger,  consolidation or acquisition of all or
substantially  all of the Company's  assets,  and all of the  obligations of the
Company  relating to the Common Stock issuable upon the exercise of this Warrant
shall  survive the  exercise,  and  termination  of this  Warrant and all of the

                                      -6-
<PAGE>

covenants  and  agreements  of the  Company  shall  inure to the  benefit of the
successors and assigns of the Holder.

      15.  Severability.  In case any one or more of the provisions contained in
this Warrant  shall be invalid,  illegal or  unenforceable  in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions,  the economic effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

      16. Lost  Warrants or Stock  Certificates.  The Company  covenants  to the
Holder that upon receipt of evidence  reasonably  satisfactory to the Company of
the  loss,  theft,  destruction,  or  mutilation  of this  Warrant  or any stock
certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
receipt of an indemnity  reasonably  satisfactory to the Company, or in the case
of any such mutilation upon surrender and  cancellation of such Warrant or stock
certificate,  the  Company  will  make  and  deliver  a  new  Warrant  or  stock
certificate,  of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.

                            [Signature Page Follows]

                                      -7-
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and
delivered  by its  duly  authorized  officer  on the day and  year  first  above
written.

                                        NUWAY MEDICAL, INC.

                                        By:
                                           -------------------------------------
                                           Name: Dennis Calvert, President


                                           Address: 2603 Main Street, Suite 1155
                                                    Irvine, California 92614
                                                    Attention: Dennis Calvert
                                                    Facsimile: 949 666-7297


ACKNOWLEDGED AND ACCEPTED:

XXXXX


By:
   -----------------------
   Name:
   Title:

Address:

                                      -8-
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE


TO:   NUWAY MEDICAL, INC.

      (1) The undersigned hereby elects to purchase __________ shares of Common
Stock of NUWAY MEDICAL, INC. pursuant to the terms of the attached Warrant, and,
unless such Warrant allows the exercise to be "cashless," tenders herewith
payment of the Warrant Price for such shares in full.

      (2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:


                                           -------------------------------------
                                                          (Name)


                                           -------------------------------------
                                                          (Name)

      (3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:


                                           -------------------------------------
                                                          (Name)


                                           -------------------------------------
                                                          (Name)


                                           -------------------------------------
                                                          (Signature)


                                           -------------------------------------
                                                          (Date)

<PAGE>

                                    EXHIBIT B

                               NOTICE OF TRANSFER
                  (To be signed only upon transfer of Warrant)

      FOR VALUE RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ____________________________________________  the right represented by the
attached  Warrant to  purchase  __________  shares of the Common  Stock of NUWAY
MEDICAL,   INC.,   to  which  the  attached   Warrant   relates,   and  appoints
_____________________  as Attorney to transfer  such right on the books of NUWAY
MEDICAL, INC., with full power of substitution in the premises.

      Dated:
            ------------------------

                                          --------------------------------------
                                          (Signature   must   conform   in   all
                                          respects  to the name of the Holder as
                                          specified on the face of the Warrant)

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

                                          --------------------------------------
                                                         (Address)


Signed in the presence of:
                          ----------------------------