EXHIBIT 10.1
                                                                  ------------

                         COMMON STOCK PURCHASE AGREEMENT

     THIS  COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of June
27,  2002  by  and  between  NuWay  Energy,  Inc.,  a  Delaware corporation (the
"Company"),  and  Camden Holdings, Inc., a Nevada corporation (the "Purchaser").

                                    RECITALS

     WHEREAS,  the Company desires to sell to Purchaser and Purchaser desires to
purchase  from  the  Company  One  Million  (1,000,000)  shares of the Company's
restricted  common  stock  (the  "Common  Stock") at a price of $0.25 per share,
subject to the terms and conditions of this Agreement and the other documents or
instruments  contemplated  hereby.

NOW,  THEREFORE,  the  parties  hereto  hereby  agree  as  follows:

                                    AGREEMENT

Section  1.     Sale  and  Issuance  of  Common  Stock.
                --------------------------------------

     Subject  to  the  terms  and  conditions of this Agreement, the Company has
authorized  the  sale  and  issuance (the "Issuance") to Purchaser of the Common
                                           --------
Stock.  At  the  Closing  (as defined in Section 2.1), the Company shall sell to
                                         -----------
Purchaser,  and Purchaser shall purchase from the Company, the Common Stock at a
purchase  price  of  $0.25  per share, for a total purchase price of Two Hundred
Fifty  Thousand  ($250,000)  (the  "Purchase  Price")  subject  to the terms and
                                    ---------------
conditions  of  this  Agreement.

Section  2.     The  Closing.
                ------------
2.1     The  Closing.
        ------------
     The  closing  of the Issuance to Purchaser (the "Closing") shall take place
                                                      -------
simultaneously  with the execution and delivery of this Agreement at the offices
of  the  Company.

2.2     Actions  at  the  Closing.
        -------------------------
     (a)     At  the Closing, or as soon thereafter as commercially practicable,
the  Company  shall  deliver  to  Purchaser a stock certificate representing the
Common  Stock.

     (b)     At the Closing, Seller shall execute and  deliver to the Company a
promissory  note  in  the amount of Two Hundred Fifty Thousand ($250,000) in the
form  attached  hereto  as  EXHIBIT A (the "Promissory Note") and a stock pledge
                            ---------
agreement  in  the  form  attached  hereto  as  EXHIBIT  B  (the  "Stock  Pledge
                                                ----------
Agreement").

Section  3.     Representations  and  Warranties  of  the  Company.
                --------------------------------------------------
     The  Company  hereby  represents  and  warrants  to  Purchaser  as follows:

<PAGE>

     3.1     Organization.
             ------------
     The  Company is duly organized, validly existing and in good standing under
the  laws of the State of Delaware and is qualified to conduct its business as a
foreign  corporation  in  each jurisdiction where the failure to be so qualified
would  have  a  material  adverse  effect  on  the  Company.

     3.2     Authorization  of  Agreement,  Etc.
             -----------------------------------

     The  execution,  delivery and performance by the Company of this Agreement,
the  Promissory  Note  and the Stock Pledge Agreement and each other document or
instrument  contemplated  hereby  or  thereby  (collectively,  the  "Financing
                                                                     ---------
Documents")  have  been duly authorized by all requisite corporate action by the
Company;  and  this  Agreement  and each other Financing Document have been duly
executed  and  delivered  by the Company.  Each of the Financing Documents, when
executed  and  delivered  by  the  Company,  constitutes  the  valid and binding
obligation  of  the  Company, enforceable against the Company in accordance with
its  terms,  subject  to  applicable  bankruptcy,  insolvency,  reorganization,
fraudulent  conveyance,  moratorium  or  other similar laws affecting creditors'
rights  and  remedies  generally,  and  subject  as to enforceability to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding  at  law  or  in  equity).

     3.3     Capitalization.
             --------------

          The authorized capital stock of the Company consists of (i) 15,000,000
shares  of  common  stock, of which 6,761,353 shares are issued and outstanding,
and  (ii)  1,000,000  shares  of  preferred  stock,  none of which are issued or
outstanding.

Section  4.     Representations  and  Warranties  of  Purchaser.
                -----------------------------------------------

     Purchaser  hereby  represents  and  warrants  to  the  Company  as follows:

     4.1     Authorization  of  the  Documents.
             ---------------------------------

     Purchaser has all requisite power and authority (corporate or otherwise) to
execute,  deliver  and  perform this Agreement, the Financing Documents and each
other document or instrument contemplated hereby or thereby and the transactions
contemplated  thereby,  and the execution, delivery and performance by Purchaser
of  the Financing Documents have been duly authorized by all requisite action by
Purchaser  and  each  such  Financing  Document,  when executed and delivered by
Purchaser,  constitutes a valid and binding obligation of Purchaser, enforceable
against  Purchaser  in  accordance  with  its  terms,  subject  to  applicable
bankruptcy,  insolvency,  reorganization,  fraudulent  conveyance, moratorium or
other  similar  laws  affecting  creditors'  rights  and remedies generally, and
subject,  as  to  enforceability, to general principles of equity (regardless of
whether  enforcement  is  sought  in  a  proceeding  at  law  or  in  equity).

                                        2
<PAGE>

     4.2     Not  an  Affiliate;  No  Prior  Investment.
                  ------------------------------------------
     Purchaser  is  neither an officer, director or "affiliate" (as that term is
defined  in  Rule 405 of the Securities Act of 1933, as amended (the "Securities
Act").  Neither  Purchaser nor any of its affiliates owned in the aggregate five
percent  (5%)  or  greater percentage of Company common stock at or prior to the
Closing  Date.

     4.3     Investment  Intent.  This  Agreement  is  made  with  Purchaser  in
             ------------------
reliance  upon  Purchaser's  representations  to  the  Company,  evidenced  by
Purchaser's  execution of this Agreement, that Purchaser is acquiring the Common
Stock  for investment for Purchaser's own accounts, not as nominee or agent, and
not with a view to, or for resale in connection with, any distribution or public
offering  thereof  within  the meaning of the Securities Act of 1933, as amended
(the  "Securities  Act").

     4.4     Common  Stock  Not  Registered.  Purchaser  understands  and
             ------------------------------
acknowledges  that  the offering of Common Stock pursuant to this Agreement will
not  be registered under the Securities Act on the grounds that the offering and
sale  of  securities contemplated by this Agreement are exempt from registration
under  the  Securities  Act  pursuant  to  Section  4(2)  thereof,  and that the
Company's  reliance  upon  such  exemption  is  predicated  upon  Purchaser's
representations  set  forth  in  this  Agreement.  Purchaser  understands  and
acknowledges  that  the Common Stock must be held indefinitely unless the Common
Stock  is  subsequently registered under the Securities Act or an exemption from
such  registration  is  available.

     4.5     Knowledge  and  Experience.  Purchaser  (i)  has such knowledge and
             --------------------------
experience  in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's prospective investment in the Common Stock; (ii)
has the ability to bear the economic risk of Purchaser's prospective investment;
(iii)  has  been  furnished  with  and  has  had  access  to such information as
Purchaser  has  considered  necessary  to verify the accuracy of the information
supplied;  (iv)  has  had  all  questions  which  have  been  asked by Purchaser
satisfactorily  answered by the Company; and (v) has not been offered the Common
stock  by  any  form  of  advertisement,  article, notice or other communication
published  in  any  newspaper,  magazine,  or  similar  media  or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited
by  any  such  media.

     4.6     Not  Organized  to  Purchase.  Purchaser has not been organized for
             ----------------------------
the purpose of purchasing the Common Stock.  Purchaser is an accredited investor
as  defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

     4.7     Holding  Requirements.  Purchaser  understands  that if the Company
             ---------------------
does  not  have  a  registration  statement  covering the Common Stock under the
Securities  Act  in  effect  when  Purchaser  decides  to sell the Common Stock,
Purchaser  may be required to hold the Common Stock for an indeterminate period.
Purchaser  also understands that any sale of the Common Stock that might be made
by Purchaser in reliance upon Rule 144 under the Securities Act may be made only
in  limited  amounts  in  accordance with the terms and conditions of that rule.

          4.8     Legend.  Purchaser  understands  that  each  certificate
                  ------
representing  the  Common  Stock  shall be stamped or otherwise imprinted with a
legend  in  the  following  form:

                                        3
<PAGE>
     "THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "ACT"), OR UNDER THE
     SECURITIES  LAWS  OF  ANY STATE. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED
     FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED EXCEPT (A) PURSUANT TO AN
     EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, OR (B)
     PURSUANT  TO  A  VALID  EXEMPTION  FROM SUCH REGISTRATION UNDER THE ACT AND
     UNDER THE SECURITIES LAW OF ANY STATE AND UPON RECEIPT BY THE COMPANY OF AN
     OPINION  OF  COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT ANY SUCH
     SALE IS IN COMPLIANCE WITH, OR NOT SUBJECT TO, THE ACT AND STATE SECURITIES
     LAWS."

     Where  applicable, the Company shall remove such legend so as to facilitate
the  sale  of such shares, if and to the extent applicable, pursuant to Rule 144
under  the  Act,  provided  (in  the  case  of Rule 144 sales) that if Purchaser
requests such removal, the Company shall have provided such documentation as the
Company and its transfer agent shall reasonably require in connection therewith.

Section  5.          Indemnification.
                     ---------------

     Purchaser hereby agrees to indemnify and defend (with counsel acceptable to
the  Company)  the Company and its officers, directors, employees and agents and
hold them harmless from and against any and all liability, loss, damage, cost or
expense,  including costs and reasonable attorneys' fees, incurred on account of
or  arising  from:

     (i)     Any  breach  of  or  inaccuracy  in  Purchaser's  representations,
warranties  or  agreements  herein  or  in  the  Financing  Documents;

     (ii)     Any  action,  suit  or  proceeding  based  on  a claim that any of
Purchaser's  representations  and  warranties  were inaccurate or misleading, or
otherwise  cause  for  obtaining  damages  or  redress  from  the Company or any
officer,  director,  employee  or agent of the Company under the Securities Act.

Section  6.     Registration  Rights.
                --------------------

     The  Company  shall  use its commercially reasonable efforts to file a Form
SB-2  registration  statement (or such other form that it is eligible to use) in
order  to  register  the  Common  Stock  for  resale  and distribution under the
Securities  Act  with  the Securities and Exchange Commission within 180 days of
the  Closing  Date,  and  use  its commercially reasonable efforts to cause such
registration  statement  to  be  declared  effective  as  soon  thereafter  as
commercially  practicable.

Section  7.     Successors  and  Assigns.
                ------------------------
     This  Agreement  shall  bind  and  inure  to  the  benefit  of the Company,
Purchaser  and  their  respective  successors  and  assigns.

                                        4
<PAGE>
Section  8.     Final  Agreement;  Entire  Agreement.
                ------------------------------------
     This  Agreement  and  the other writings and agreements referred to in this
Agreement  or  delivered  pursuant  to  this  Agreement are the final agreements
between  the  parties  and  contain the entire understanding of the parties with
respect  to  the  subject  matter  hereof and supersede all prior agreements and
understandings,  written  and  oral,  signed or unsigned, among the parties with
respect  thereto.

Section  9.     Notices.
                -------
     All  notices, demands and requests of any kind to be delivered to any party
in  connection  with  this  Agreement shall be in writing and shall be deemed to
have  been  duly  given  if  personally  delivered  or  if  sent  by
internationally-recognized overnight courier or by registered or certified mail,
return  receipt  requested  and  postage  prepaid,  addressed  as  follows:

     if  to  the  Company,  to:

        NuWay  Energy,  Inc.
        19100  Von  Karman  Ave.,  Suite  450
        Irvine,  CA  92612
        Attention:  Dennis  Calvert

        with  a  copy  to:

     if  to  the  Purchaser,  to:

        Camden  Holdings,  Inc.
        9595  Wilshire  Blvd.
        Beverly  Hills,  CA  90210
        Attention:  Mark  Anderson;

or  to  such  other  address as the party to whom notice is to be given may have
furnished  to  the other parties to this Agreement in writing in accordance with
the  provisions  of  this Section 10.  Any such notice or communication shall be
                          ----------
deemed  to  have been received (i) in the case of personal delivery, on the date
of  such  delivery,  (ii)  in  the  case of internationally-recognized overnight
courier, on the next business day after the date when sent and (iii) in the case
of  mailing, on the third business day following that on which the piece of mail
containing  such  communication  is  posted.

Section  10.     Amendments.
                 ----------
     This  Agreement may not be modified or amended, or any of the provisions of
this Agreement waived, except by written agreement of the Company and Purchaser.

Section  11.     Governing  Law;  Waiver  of  Jury  Trial.
                 ----------------------------------------
     All  questions  concerning the construction, interpretation and validity of
this  Agreement  shall  be  governed by and construed and enforced in accordance

                                        5
<PAGE>
with  the  domestic laws of the State of California without giving effect to any
choice  or conflict of law provision or rule (whether in the State of California
or  any  other jurisdiction) that would cause the application of the laws of any
jurisdiction  other  than  the  State  of  California.  In  furtherance  of  the
foregoing,  the  internal  law  of  the  State  of  California  will control the
interpretation  and  construction  of  this  Agreement,  even  if  under  such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some  other  jurisdiction  would  ordinarily  or  necessarily  apply.

     BECAUSE  DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
ARE  MOST  QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON
AND  THE  PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES),
THE  PARTIES  DESIRE  THAT  THEIR  DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE  LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE  JUDICIAL  SYSTEM  AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS  OR  REMEDIES  UNDER  THIS  AGREEMENT  OR  ANY  DOCUMENTS RELATED HERETO.

Section  12.     Submission  to  Jurisdiction.
                 ----------------------------
     Any  legal action or proceeding with respect to this Agreement or the other
Financing  Documents may be brought in the courts of the State of California and
the United States of America located in the City of Los Angeles, California and,
by  execution  and  delivery  of  this Agreement, the Company hereby accepts for
itself  and  in  respect  of  its  property,  generally and unconditionally, the
jurisdiction  of  the aforesaid courts.  Purchaser hereby irrevocably waives, in
connection with any such action or proceeding, any objection, including, without
limitation,  any  objection  to  the  venue or based on the grounds of forum non
conveniens,  which  it  may  now  or  hereafter have to the bringing of any such
action  or  proceeding  in  such  respective  jurisdictions.  Purchaser  hereby
irrevocably  consents  to  the  service  of process of any of the aforementioned
courts  in  any  such  action  or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to it at its address as set forth
herein.

Section  13.     Severability.
                 ------------
     It  is  the  desire  and  intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies  applied  in  each  jurisdiction  in  which  enforcement  is  sought.
Accordingly,  in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision,  as  to such jurisdiction, shall be ineffective, without invalidating
the  remaining  provisions  of  this  Agreement  or  affecting  the  validity or
enforceability  of  such  provision  in  any  jurisdiction.  Notwithstanding the
foregoing,  if such provision could be more narrowly drawn so as not be invalid,
prohibited  or  unenforceable  in  such  jurisdiction,  it  shall,  as  to  such
jurisdiction,  be  so  narrowly  drawn,  without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision  in  any  other  jurisdiction.

                                        6
<PAGE>
Section  14.     Independence  of  Agreements,  Covenants,  Representations  and
                 ---------------------------------------------------------------
Warranties.
-----------
     All agreements and covenants hereunder shall be given independent effect so
that  if  a  certain  action  or condition constitutes a default under a certain
agreement  or  covenant,  the fact that such action or condition is permitted by
another  agreement  or covenant shall not affect the occurrence of such default,
unless  expressly  permitted  under an exception to such covenant.  In addition,
all  representations  and warranties hereunder shall be given independent effect
so  that if a particular representation or warranty proves to be incorrect or is
breached,  the  fact that another representation or warranty concerning the same
or  similar  subject  matter  is  correct or is not breached will not affect the
incorrectness  of  or  a breach of a representation and warranty hereunder.  The
exhibits  and  any  schedules  attached  hereto  are  hereby  made  part of this
Agreement  in  all  respects.

Section  15.     Counterparts.
                 ------------
     This Agreement may be executed in any number of counterparts, and each such
counterpart  of this Agreement shall be deemed to be an original instrument, but
all  such  counterparts  together shall constitute but one agreement.  Facsimile
counterpart  signatures  to  this  Agreement  shall  be  acceptable and binding.

Section  16.     Headings.
                 --------
     The  section  and  paragraph  headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

Section  17.     Preparation  of  Agreement.
                 --------------------------
     The  Company  prepared this Agreement and the Financing Documents solely on
its  behalf.  Each  party to this Agreement acknowledges that: (i) the party had
the  advice of, or sufficient opportunity to obtain the advice of, legal counsel
separate  and  independent of legal counsel for any other party hereto; (ii) the
terms of the transactions contemplated by this Agreement are fair and reasonable
to  such  party;  and  (iii)  such  party  has  voluntarily  entered  into  the
transactions  contemplated  by  this Agreement without duress or coercion.  Each
party  further  acknowledges  that  such  party was not represented by the legal
counsel  of  any  other  party  hereto  in  connection  with  the  transactions
contemplated  by  this  Agreement,  nor  was  he  or  it  under  any  belief  or
understanding  that  such  legal  counsel was representing his or its interests.
Each  party agrees that no conflict, omission or ambiguity in this Agreement, or
the  interpretation  thereof,  shall be presumed, implied or otherwise construed
against  any  other  party  to  this  Agreement on the basis that such party was
responsible  for  drafting  this  Agreement.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]

                                        7
<PAGE>


     IN  WITNESS  WHEREOF, each of the undersigned has duly executed this Common
Stock  Purchase  Agreement  as  of  the  date  first  written  above.
COMPANY:

NUWAY  ENERGY,  INC.,  a  Delaware  corporation


By:
     Name:  Dennis  Calvert
     Title:  President



          PURCHASER:

          CAMDEN  HOLDINGS,  INC.


          By:   _____________________________________
             Name:  Mark  Anderson
             Title:  President

                                        8
<PAGE>


                                    EXHIBIT A
                                    ---------

                                 PROMISSORY NOTE
                                 ---------------

$250,000                                                         JUNE  27,  2002
                                                     BEVERLY  HILLS,  CALIFORNIA

     FOR  VALUE  RECEIVED, the receipt and sufficiency of which is acknowledged,
CAMDEN  HOLDINGS  INC  ("Maker"),  hereby  promises to pay to NUWAY ENERGY, INC.
("Holder"),  at the address designated on the signature page of this Note, or at
such  other  place  as  Holder  may  designate  by  written notice to Maker, the
principal  sum  herein  below  described  ("Principal  Amount"),  together  with
interest  thereon,  in  the  manner and at the times provided and subject to the
terms  and  conditions  described  herein.

     1.     PRINCIPAL  AMOUNT.
            -----------------

          The  Principal  Amount  means  the  sum  of two hundred fifty thousand
dollars  ($250,000).

     2.     INTEREST.
            --------

          Interest  on  the  Principal Amount from time-to-time remaining unpaid
shall  accrue  from  the  date  of  this Note at the lowest rate that may accrue
without  causing  the  imputation  of  interest under the Internal Revenue Code.
Interest  shall be computed on the basis of a three hundred sixty (360) day year
and  a  thirty  (30)  day  month.

     3.     PAYMENT  OF  PRINCIPAL  AND  INTEREST.
            -------------------------------------

          Subject  to  paragraph  8, below, Maker shall pay the Principal Amount
and  all  accrued  and  unpaid  interest  on  the Principal Amount and all other
indebtedness  due under this Note sixty (60) days from the date of this Note, on
August  26,  2002.

     4.     SECURITY/RELEASE  OF  SECURITY.
            ------------------------------

Maker  shall pledge as security for the repayment of all sums payable under this
Note  1,000,000  shares of NuWay Energy, Inc. common stock (the "Stock").  Maker
shall execute a Stock Pledge Agreement of even date herewith evidencing Holder's
security  interest  in  the Stock.  If, for a period of fifteen (15) consecutive
days,  the fair market value of the Stock falls below all sums unpaid under this
Note,  then  Maker  will  be  required  to  transfer  to Holder, upon receipt of
Holder's written request, additional security, in any form acceptable to Holder,
in  an  amount  equal to the difference between all sums due under this Note and
the  fair  market  value  of  the  Stock.

     5.     PREPAYMENTS.
            -----------

          Maker  shall  have  the  right  to prepay any portion of the Principal
Amount  without  prepayment  penalty  or  premium  or  discount.

<PAGE>


     6.     MANNER  OF  PAYMENTS/CREDITING  OF  PAYMENTS.
            --------------------------------------------

          Payments  of  any  amount  required  hereunder shall be made in lawful
money  of the United States or in such other property as Holder, in its sole and
absolute  discretion,  may  accept,  without  deduction  or offset, and shall be
credited  first  against  accrued  but  unpaid  late charges, if any, thereafter
against  accrued  but unpaid interest, if any, and thereafter against the unpaid
balance  of  the  Principal  Amount.

     7.     INTEREST  ON  DELINQUENT  PAYMENTS.
            ----------------------------------

          Any  payment  under this Note not paid when due shall bear interest at
the same rate and method as interest is charged on the Principal Amount from the
due  date  until  paid.

     8.     ACCELERATION  UPON  DEFAULT.
            ---------------------------

          At  the option of Holder, all or any part of the indebtedness of Maker
hereunder  shall  immediately become due and payable, irrespective of any agreed
maturity  date,  upon  the  happening of any of the following events of default:

          (a)     If  any  part  of the Principal Amount and/or interest thereon
under  this  Note  are  not  paid  when  due,  provided, however, Maker shall be
entitled  to  a  grace  period of ten (10) days following written notice of such
event  of  default  to  cure  said  event  of  default;

          (b)     If Maker shall breach any non-monetary condition or obligation
imposed  on Maker pursuant to the terms of this Note, provided, however, that if
any  such  breach  is  reasonably  susceptible  of  being  cured, Maker shall be
entitled  to a grace period of thirty (30) days following written notice of such
event  of  default  to  cure;

          (c)     If  Maker  shall  make  an  assignment  for  the  benefit  of
creditors;

     (d)     If  a  custodian, trustee, receiver, or agent is appointed or takes
possession  of  substantially  all  of  the  property  of  Maker;

          (e)     If  Maker  shall be adjudicated bankrupt or insolvent or admit
in  writing  Maker's  inability  to  pay  Maker's  debts  as  they  become  due;

          (f)     If  Maker  shall  apply for or consent to the appointment of a
custodian,  trustee,  receiver,  intervenor,  liquidator  or  agent of Maker, or
commence  any proceeding related to Maker under any bankruptcy or reorganization
statute,  or  under  any  arrangement,  insolvency,  readjustment  of  debt,
dissolution, or liquidation law of any jurisdiction, whether now or hereafter in
effect;

          (g)     If  any  petition  is filed against Maker under the Bankruptcy
Code  and  either  (A)  the Bankruptcy Court orders relief against Maker, or (B)
such  petition  is not dismissed by the Bankruptcy Court within thirty (30) days
of  the  date  of  filing;  or

          (h)     If  any  attachment,  execution,  or  other  writ is levied on
substantially  all  of  the  assets of Maker and remains in effect for more than
five  (5)  days.

Maker shall notify Holder immediately if any event of default which is described
in  sub-paragraph  (c)  through  sub-paragraph  (h),  above,  occurs.

<PAGE>
     9.     COLLECTION  COSTS  AND  ATTORNEYS'  FEES.
            ----------------------------------------

          Maker  agrees  to  pay  Holder  all  costs  and  expenses,  including
reasonable  attorneys'  fees,  paid or incurred by Holder in connection with the
collection  or  enforcement  of  this Note or any instrument securing payment of
this  Note,  including  without  limitation,  defending  the  priority  of  such
instrument or conducting a trustee sale thereunder.  In the event any litigation
is  initiated  concerning  the enforcement, interpretation or collection of this
Note,  the  prevailing party in any proceeding shall be entitled to receive from
the  non-prevailing  party all costs and expenses including, without limitation,
reasonable  attorneys'  and  other  fees  incurred  by  the  prevailing party in
connection  with  such  action  or  proceeding.

     10.     NOTICE.
             ------

          Any  notice to either party under this Note shall be given by personal
delivery  or by express mail, Federal Express, DHL or similar airborne/overnight
delivery  service,  or  by mailing such notice by first class or certified mail,
return  receipt  requested,  addressed  to  such  party at the address set forth
below,  or to such other address as either party from time to time may designate
by  written  notice.  Notices  delivered  by overnight delivery service shall be
deemed  delivered  the next business day following consignment for such delivery
service.  Mailed  notices  shall  be deemed delivered and received in accordance
with  this  provision  three  (3)  days after deposit in the United States mail.

     11.     USURY  COMPLIANCE.
             -----------------

          All agreements between Maker and Holder are expressly limited, so that
in  no  event  or contingency whatsoever, whether by reason of the consideration
given  with  respect  to  this  Note, the acceleration of maturity of the unpaid
Principal  Amount  and  interest thereon, or otherwise, shall the amount paid or
agreed  to  be  paid  to  Holder  for  the use, forbearance, or detention of the
indebtedness  which  is  the subject of this Note exceed the highest lawful rate
permissible  under  the  applicable  usury  laws.  If,  under  any circumstances
whatsoever, fulfillment of any provision of this Note shall involve transcending
the  highest  interest  rate  permitted  by  law  which  a  court  of  competent
jurisdiction  deems  applicable,  then  the obligations to be fulfilled shall be
reduced to such maximum rate, and if, under any circumstances whatsoever, Holder
shall  ever  receive as interest an amount that exceeds the highest lawful rate,
the amount that would be excessive interest shall be applied to the reduction of
the  unpaid Principal Amount under this Note and not to the payment of interest,
or,  if  such  excessive  interest  exceeds  the unpaid balance of the Principal
Amount  under this Note, such excess shall be refunded to Maker.  This provision
shall  control every other provision of all agreements between Maker and Holder.


<PAGE>
     12.     JURISDICTION;  VENUE.
             --------------------

          This  Note  shall  be governed by, interpreted under and construed and
enforced  in accordance with the laws of the State of California.  Any action to
enforce  payment  of  this  Note  shall be filed and heard solely in Los Angeles
County,  California.


                              MAKER:

                              CAMDEN  HOLDINGS  INC
                              9595  Wilshire  Blvd.
                              Beverly  Hills,  CA  90210

                              _________________________
                              By:  Mark  Anderson
                              Its:  President



                              HOLDER'S  ADDRESS:

                              NUWAY  ENERGY,  INC.
                              19100  Von  Karman  Ave.,  Suite  450
                              Irvine,  California  92612
                              Attn.:  Chief  Financial  Officer

<PAGE>
                                    EXHIBIT B
                                    ---------

                             STOCK PLEDGE AGREEMENT
                             ----------------------


     This  STOCK  PLEDGE AGREEMENT (hereinafter "Agreement") is made and entered
into  as  of  the27th  day  of June, 2002, by and between Camden Holdings Inc, a
Nevada  corporation  ("Pledgor")  and NuWay Energy, Inc., a Delaware corporation
("Pledgee")  with  reference  to  the  following  facts:

     RECITALS
     --------

     WHEREAS,  Pledgor  has  executed in favor of Pledgee a promissory note (the
"Note"),  a  copy of which is attached hereto as Exhibit "A" and is incorporated
herein  by  this  reference,  for  the sum of Two Hundred Fifty Thousand Dollars
($250,000);  and

     WHEREAS,  Pledgor  desires  to pledge to Pledgee the interest of Pledgor in
certain  common  stock,  which  is  included on Exhibit "2", attached hereto and
incorporated  herein by this reference, pursuant to the terms of this Agreement,
for  the  purpose  of  securing  payment  of  the  Note.

     THEREFORE,  in  consideration  of  mutual  covenants and promises contained
herein, and for valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  to this Agreement (hereinafter collectively
"parties"  and  individually  "party")  agree  as  follows:

     AGREEMENT
     ---------

     1.     PLEDGE  OF  STOCK  AND  PROCEEDS.
            --------------------------------

          (a)     Original  Pledge.  As  collateral  security  for  the  payment
                  ----------------
and/or performance of all of Pledgor's presently existing or hereinafter arising
obligations  and  liabilities to Pledgee under the Note, Pledgor hereby pledges,
grants  and  assigns to Pledgee a continuing security interest in the following:

               (i)     One  Million  (1,000,000)  shares  of the Common Stock of
NuWay  Energy,  Inc.  (the  "Stock");  and

               (ii)     the proceeds of the Stock including, without limitation,
any  and  all  dividends, cash, instruments and other property from time-to-time
received,  receivable, or otherwise distributed in respect of or in exchange for
any of the Stock ("Proceeds").  (The Stock and the Proceeds shall hereinafter be
collectively  referred  to  as  the  "Collateral").

        (b) Increase in Security. If, for a period of fifteen (15) consecutive
            ----------------------
days,  the  fair  market  value  of the Stock falls below all sums due under the
Note,  then  Pledgor  will  be  required to transfer to Pledgee, upon receipt of
Pledgee's  written  request,  additional  security,  in  any  form acceptable to
Pledgee,  in  an  amount  equal to the difference between all sums due under the
Note  and  the  fair  market  value  of  the  Stock.

<PAGE>
          (c)     Delivery  of Stock Power to Pledgee.  Pledgor shall deliver to
                  -----------------------------------
Pledgee, concurrently with the execution of this Agreement, the Stock along with
an Assignment of Corporate Shares in the form of Exhibit "3" attached hereto and
incorporated  herein  by this reference ("Stock Assignment"), signed by Pledgor,
in  blank,  such  Stock  Assignment to be used by Pledgee in accordance with the
terms  of  this  Agreement.

          (d)     Pledgee's  Acceptance  of  Collateral  and  Appointment  as
                  -----------------------------------------------------------
Pledgor's  Attorney-In-Fact.  Pledgee hereby agrees to accept the Collateral and
----------------------------
agrees to hold and dispose of the Collateral in accordance with and subject only
to  the terms of this Agreement.  Pledgor hereby irrevocably appoints Pledgee as
Pledgor's  attorney-in-fact to arrange for the transfer of the Collateral and to
do  and perform all actions that are necessary or appropriate in order to effect
the  terms  of  this  Agreement.

          (e)     Release  of  Collateral.  Pledgee shall release the Collateral
                  -----------------------
from  this  Agreement  and return the Collateral to Pledgor upon satisfaction in
full  of  Pledgor's  obligations  under  the  Note.

     2.     MATTERS  PERTAINING  TO  THE  COLLATERAL.
            ----------------------------------------

          (a)     Voting  and Consensual Rights.  Pledgor shall retain the right
                  -----------------------------
to  vote  the  Stock  and  to exercise any other rights pertaining to the Stock,
provided,  however, so long as Pledgor is in "Default" as defined in Paragraph 3
of  this  Agreement,  Pledgee  shall  vote  the  Stock  and  exercise any rights
pertaining  to  the  Stock.

          (b)     Rights  to Dividends and Distributions.  So long as Pledgor is
                  --------------------------------------
not  in Default and except as expressly limited below, Pledgor shall be entitled
to  receive  and  retain  any  proceeds  distributed  on  account  of the Stock.
Notwithstanding  the  foregoing, Pledgee, rather than Pledgor, shall be entitled
to  collect  and  receive all of the following types of proceeds, which shall be
added  to  and  shall  become  a  part  of  the  Collateral:

               (i)     all  proceeds paid or payable other than in cash, and all
instruments  and  other  property distributed in respect of, or in exchange for,
the  Stock;

               (ii)     all  proceeds  paid or payable with respect to the Stock
in  connection with a partial or total liquidation or dissolution of the issuing
corporation  or  in  connection  with a reduction of capital, capital surplus or
paid-in  surplus  of  the  issuing  corporation;  and

               (iii)     all  proceeds  distributed  in  redemption  of,  or  in
exchange  for,  the  Stock.
To  the extent the foregoing proceeds exceed the amount of Pledgor's obligations
and  liabilities under the Note and/or this Agreement, Pledgor shall be entitled
to  receive  these  excess  proceeds.

          In  the  event and for so long as Pledgor is in Default, Pledgee shall
be paid any proceeds with respect to the Stock; provided, however, Pledgee shall
apply  such  payments  against  the  outstanding  balance  of  the  Note.

          (c)     Stock Adjustments.  In the event that, during the term of this
                  -----------------
Agreement,  any  stock dividend, reclassification, readjustment, or other change
is  declared  or  made  in the capital structure of the issuing corporation, all
new,  substituted  and additional shares or other securities issued with respect
to  the  Stock  by  reason  of any such change shall be delivered to and held by
Pledgee  under  the  terms  of  this  Agreement in the same manner as the Stock.

<PAGE>
     3.     DEFAULT  AND  REMEDY  ON  DEFAULT.
            ---------------------------------

          At  the  option of Pledgee, upon the happening of any of the following
events of default ("Default"), Pledgee shall have all of the rights and remedies
set  forth  therein:

          (a)     Default  Under  Note.  If an event of default, as set forth in
                  --------------------
paragraph  9  of  the  Note,  occurs  and  is not cured as specifically provided
therein;  or

          (b)     Default  Under This Agreement.  If Pledgor defaults in the due
                  -----------------------------
performance  or  observance  of  any  representation  or  obligation  under this
Agreement.

     4.     PLEDGOR'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
            -------------------------------------------------------

          Pledgor  represents,  warrants  and  covenants  to Pledgee as follows:

          (a)     Upon  delivery  to  Pledgee  as  contemplated  hereby,  the
Collateral  will  be  free  of  any  security  interests,  liens,  pledges  or
encumbrances  created  by  Pledgor  (except  for  the  security interest created
hereby),  or  any  claims  of  third  parties of any nature whatsoever, charges,
escrows,  options,  rights  of first refusal, or other agreements, restrictions,
arrangements,  commitments  or obligations, written or oral, created by Pledgor,
affecting  the  legal  or  beneficial  ownership  of  the  Collateral.

          (b)     From  and  after  the  date hereof, Pledgor shall not make any
agreements  restricting  in  any manner the transferability of the Collateral or
otherwise  affecting  the  Collateral;

          (c)     Pledgor  shall, at Pledgor's expense, take any steps necessary
to  preserve  Pledgee's  rights  in  the  Collateral against any claims of third
parties;  and

          (d)     Pledgor  has  arrangements  for keeping informed of changes or
potential  changes  affecting  the  Collateral  (including,  without limitation,
rights  to convert, rights to subscribe, payment of dividends, reorganization or
other  exchanges,  tender  offers and voting rights), and Pledgee shall not have
any  responsibility  or  liability  for informing Pledgor of any such changes or
potential  changes  or for taking any action or omitting to take any action with
respect  thereto.

     5.     MISCELLANEOUS.
            --------------

          (a)     It  is  acknowledged  by each party that such party either had
separate  and  independent advice of counsel or the opportunity to avail himself
or  itself  of  same.  This  Agreement was prepared by each party in conjunction
with  counseling  from  such  party's  respective attorney or the opportunity to
obtain  such  counseling.  In  light  of  these facts it is acknowledged that no
party  shall  be  construed  to  be  solely responsible for the drafting of this
Agreement,  and therefore any ambiguity shall not be construed against any party
as  the  alleged  draftsman  of it.  Each party shall pay all costs and expenses
incurred  or  to  be  incurred  by  such party in negotiating and preparing this
Agreement  and in performing and complying with all representations, warranties,
covenants, agreements and conditions contained in this Agreement to be performed
or  complied  with  by  such  party,  including  legal  fees.

          (b)     Each party agrees, without further consideration, to cooperate
and  diligently  perform  any  further acts, deeds and things and to execute and
deliver  any documents that may be reasonably necessary to consummate, evidence,
confirm  and/or  carry  out  the  intent  and  provisions of this Agreement, all
without  undue  delay or expense.  Pledgor shall reimburse Pledgee for any costs
and  expenses  incurred  by  Pledgee in connection with any breach or default of

<PAGE>
Pledgor  under this Agreement, including collection efforts, whether or not suit
is  commenced or judgment is entered. Furthermore, should any party institute or
should  the  parties  otherwise  become  a  party to any action or proceeding to
enforce  or interpret this Agreement, the prevailing party in any such action or
proceeding  shall be entitled to receive from the non-prevailing party all costs
and  expenses  of  prosecuting  or  defending  the  action  or proceeding.  This
Agreement  and  the  rights of each party under this Agreement shall be governed
by, interpreted under, and construed and enforced in accordance with the laws of
the  State  of  Delaware.

          (c)     The  parties  expressly  acknowledge  and  agree  that  this
Agreement  :  (i) is the final, complete and exclusive statement of the parties'
agreement  with  respect to the subject matter hereof, (ii) supersedes any prior
or  contemporaneous  promises,  assurances,  guarantees,  representations,
understandings,  conduct,  proposals,  conditions,  commitments, acts, course of
dealing,  warranties,  interpretations  or  terms  of  any kind, oral or written
(collectively  "Prior Agreements"), and that any such Prior Agreements are of no
force  or  effect  except  as  expressly  set forth herein, and (iii) may not be
varied,  supplemented or contradicted by evidence of such Prior Agreements or by
evidence  of  subsequent oral agreements.  Any agreement hereafter made shall be
ineffective  to  modify, supplement or discharge the terms of this Agreement, in
whole  or  in  part, unless such agreement is in writing and signed by the party
against whom enforcement of the modification, supplement or discharge is sought.
By execution hereof, the parties specifically disavow any desire or intention to
create  a  "third  party" beneficiary contract, and specifically declare that no
person  or  entity,  save  and  except  for  the  parties  and  their  permitted
successors,  and  assigns,  shall  have  any  rights  hereunder nor any right of
enforcement  hereof.  No  waiver  of  any  breach  of any agreement or provision
herein  contained shall be deemed a waiver of any preceding or succeeding breach
thereof.  If  any term or provision of this Agreement or the application thereof
to any person or circumstance shall, to any extent, be determined to be invalid,
illegal  or  unenforceable,  then  the  remaining  part  of this Agreement shall
nevertheless not be affected thereby and shall continue in full force and effect
to  the fullest extent provided by law.  This Agreement is to be read, construed
and  applied  together  with  the  Note,  which,  taken  together, set forth the
complete  understanding and agreement of the parties with respect to the matters
referred  to  herein  and  therein.

          (d)     Pledgor  may  not delegate its duties under this Agreement, in
whole  or  in  part, without the prior written consent of Pledgee, which consent
may be withheld in Pledgee's sole and arbitrary discretion.  Notwithstanding the
preceding  sentence, no such delegation shall release Pledgor from any liability
or obligation under this Agreement without the written consent of Pledgee, which
consent  may be withheld in Pledgee's sole and arbitrary discretion.  Subject to
the foregoing, all of the representations, warranties, covenants, conditions and
provisions  of  this  Agreement  shall  be  binding  upon and shall inure to the
benefit  of  each  party  and  such  party's  respective  heirs,  executors,
administrators,  legal  representatives,  successors  and/or  assigns.

          (e)     The  headings  used  in this Agreement are for convenience and
reference  purposes  only,  and shall not be used in construing  or interpreting
the  scope  or  intent of this Agreement or any provision hereof.  References to
this  Agreement  shall  include  all amendments or renewals thereof.  As used in
this  Agreement,  each  gender  shall  be  deemed  to include each other gender,
including  neutral  genders  or genders appropriate for entities, if applicable,
and  the  singular shall be deemed to include the plural, and vice versa, as the
context  requires.

          (f)     All  notices,  demands, requests, consents, approvals or other
communications  ("Notices")  given  hereunder  shall be as provided in the Note.

<PAGE>

     WHEREFORE,  the  parties hereto have executed this Agreement as of the date
first  set  forth  above.

                              PLEDGOR:

                              CAMDEN  HOLDINGS  INC
                              9595  Wilshire  Blvd.
                              Beverly  Hills,  CA  90210

                              ____________________________
                              By:  Mark  Anderson
                              Its:  President


               PLEDGEE:

                              NUWAY  ENERGY,  INC.
                              19100  Von  Karman  Ave.,  Suite  450
                              Irvine,  California  92612



                              _________________________
                              By:  Dennis  Calvert
                              Its:  President

<PAGE>

                                   EXHIBIT "1"
                                   -----------

                          ARTICLE I     LIST OF SHARES

1,000,000  shares  of  the  common  stock  of  NuWay Energy, Inc. represented by
certificate  number  _____________________.



<PAGE>
                                   EXHIBIT "2"
                                   -----------

1.1     ASSIGNMENT  OF  CORPORATE  SHARES

                              (WITHOUT CERTIFICATE)

     FOR VALUE RECEIVED, the undersigned hereby assigns to NuWay Energy, Inc., a
Delaware  corporation,  as  Pledgee  under  that  certain Stock Pledge Agreement
entered  into  on  June  27,  2002 by and between Camden Holdings Inc. and NuWay
Energy,  Inc.,  one  million  (1,000,000)  shares  of  the common stock of NuWay
Energy, Inc., represented by certificate number(s) ____________________ standing
in  the  undersigned's  name  on  the books of said corporation, and does hereby
instruct  and  appoint  the  custodian  of  that corporation's stock books to so
transfer  the  said  stock  on  the  books  of  said  corporation.

Dated:  _____________________

                              CAMDEN  HOLDINGS  INC


                              ______________________________
                              By:  Mark  Anderson
                              Its:  President


WITNESS:


__________________________________

<PAGE>