NUWAY MEDICAL, INC.

                                2004 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,
as well as for the grant of SARs.

      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.


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            (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.

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


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            (r) "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.

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

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

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

            (v) "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.

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

            (x) "Plan" shall mean this NUWAY MEDICAL, INC. 2004 EQUITY PLAN, as
it may be amended from time to time.

            (y) "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).

            (z) "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.

            (aa) "SAR" shall mean any stock appreciation right granted pursuant
to the Plan. An SAR 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 SAR is to be granted as of a
date in the future, the date of grant shall be that future date.

            (bb) "SAR Recipient" shall mean a Participant who has been granted
an SAR.

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


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

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

            (ff) "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 February 10, 2004.

      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 and SARs, 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 SAR Recipient. A Committee or Board member shall in
no event participate in any determination relating to Options, SARs 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, SAR, 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, SAR, or other right granted hereunder.

      5. PARTICIPATION

      Optionees, Purchasers and SAR Recipients shall be such persons
(collectively, "Participants"; individually a "Participant") as the
Administrator may select from among the following classes of persons:

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


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                  (ii) Directors; and

                  (iii) Consultants.

      Notwithstanding 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.

      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 20,000,000. 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 20,000,000 Shares.
The limitations established by this Section 6 shall be subject to adjustment in
the manner provided in Section 14 hereof upon the occurrence of an event
specified in that Section.

      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 be 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 14 hereof.

            (d) Exercise Price

      Each Option shall state the Exercise Price. The Exercise Price under an
Option shall be determined by the Administrator in its sole discretion.


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            (e) Term and Non-Transferability of Options

      Each Option shall state the time or times when all or part thereof becomes
exercisable. No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted. 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. If the applicable Option Agreement so provides, an Option shall also
be transferable by the Optionee by (i) a gift to a member of the Optionee's
Immediate Family or (ii) a gift to an inter vivos or testamentary trust in which
members of the Optionee's Immediate Family have a beneficial interest of more
than 50% and which provides that such Option is to be transferred to the
beneficiaries upon the Optionee's death. 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 14 hereof.

            (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) 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.


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            (i) 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.

            (j) 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.

      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) Duration of Offers and Nontransferability of Rights

      Any right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Purchaser within 30 days after the
grant of such right was communicated to the Purchaser by the Corporation. Such
right shall not be transferable and shall be exercisable only by the Purchaser
to whom such right was granted.

            (c) Purchase Price

      The Acquisition Price of Shares to be offered under the Plan, if newly
issued, shall not be less than the par value of such Shares. 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 10.


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            (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. STOCK APPRECIATION RIGHTS

            (a) Grant

      SARs may be granted under the Plan by the Administrator, subject to such
rules, terms, and conditions as the Administrator prescribes. Each SAR shall be
evidenced by a written agreement between the Corporation and the SAR Recipient
in such form as the Administrator shall from time to time determine. Such SAR
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 SAR
agreement. The provisions of the various SAR agreements entered into under the
Plan need not be identical.

            (b) Exercise

                  (i) Each SAR shall entitle the holder, upon exercise, to
receive from the Corporation in exchange therefor an amount equal to the value
of the excess of the Fair Market Value on the date of exercise of one Share over
its Fair Market Value on the date of grant (or, in the case of an SAR granted in
connection with an Option, the excess of the Fair Market Value of one Share over
the Option price per share under the Option to which the SAR relates),
multiplied by the number of Shares covered by the SAR or the Option, or portion
thereof, that is surrendered. No SAR shall be exercisable at a time that the
amount determined under this subparagraph is negative. Payment by the
Corporation upon exercise of an SAR may be made in shares of Common Stock valued
at Fair Market Value, in cash, or partly in shares of Common Stock and partly in
cash, all as determined by the Administrator.

                  (ii) An SAR shall be exercisable only at the time or times
established by the Administrator. If an SAR is granted in connection with an
Option, the following rules shall apply: (1) the SAR shall be exercisable only
to the extent and on the same conditions that the related Option could be
exercised; (2) upon exercise of the SAR, the Option or portion thereof to which
the SAR relates terminates; and (3) upon exercise of the Option, the related SAR
or portion thereof terminates.


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                  (iii) The Administrator may withdraw any SAR granted under the
Plan at any time and may impose any conditions upon the exercise of an SAR or
adopt rules and regulations from time to time affecting the rights of SAR
Recipients. Such rules and regulations may govern the right to exercise SARs
granted prior to adoption or amendment of such rules and regulations as well as
SARs granted thereafter.

                  (iv) For purposes of this Section 9, Fair Market Value shall
be determined as of the date the SAR is exercised.

                  (v) Upon the exercise of an SAR for shares of Common Stock,
the number of shares reserved for issuance under the Plan shall be reduced by
the number of shares issued. Cash payments made upon the exercise of SARs shall
not reduce the number of Shares reserved for issuance under the Plan.

            (c) Withholding

      As a condition to the exercise of an SAR, the SAR Recipient 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.

      10. 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 10.

            (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.

            (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.


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            (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.

      11. CESSATION OF EMPLOYMENT

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

      If an Optionee or SAR Recipient 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 or SAR Recipient shall have the right, subject to the
restrictions referred to elsewhere in the Plan, to exercise his Option or SAR,
as applicable, 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 or SAR beyond its term, but, except as otherwise provided in the
applicable Option Agreement or SAR agreement, only to the extent that, at the
date of cessation of employment or serving as a Director or Consultant, the
Optionee's or SAR Recipient's right to exercise such Option or SAR, as
applicable, had accrued pursuant to the terms of the applicable Option Agreement
or SAR agreement and had not previously been exercised. An Option Agreement or
SAR agreement may, in the sole discretion of the Administrator, but need not,
provide that the Option or SAR shall cease to be exercisable on the date of such
cessation if such cessation arises by reason of the Optionee's or SAR
Recipient's misconduct. An Optionee or SAR Recipient 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 or SAR Recipient'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.


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      For purposes of this Section 11(a), the employment relationship shall be
treated as continuing intact while the Optionee or SAR Recipient is on military
leave, sick leave or other bona fide leave of absence (to be determined in the
sole discretion of the Administrator).

            (b) Death of Optionee or SAR Recipient

      If an Optionee or SAR Recipient 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 or SAR, and has not fully exercised his Option or SAR, then
his Option or SAR 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 or SAR Recipient's death (or such other date as determined by the
Administrator) (provided that the foregoing shall not extend any Option or SAR
beyond its term), by the executor or administrator of his estate of by any
person or persons who have acquired the Option or SAR directly from the Optionee
or SAR Recipient by bequest or inheritance, but, except as otherwise provided in
the applicable Option Agreement or SAR agreement, only to the extent that, at
the date of death, the Optionee's or SAR Recipient's right to exercise such
Option or SAR had accrued and had not been forfeited pursuant to the terms of
the applicable Option Agreement or SAR agreement and had not previously been
exercised.

            (c) Disability of Optionee or SAR Recipient

      If an Optionee or SAR Recipient 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 or SAR 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 or SAR beyond its term), but, except as provided in
the applicable Option Agreement or SAR agreement, only to the extent that, at
the date of such cessation of employment or service as a Director, the
Optionee's or SAR Recipient's right to exercise such Option or SAR had accrued
pursuant to the terms of the applicable Option Agreement or SAR agreement and
had not previously been exercised.

            (d) Retirement of Optionee or SAR Recipient

      If an Optionee or SAR Recipient ceases to be an Employee or Director by
reason of Retirement (and not on account of misconduct as determined in Section
11(a)), such Optionee or SAR Recipient shall have the right, subject to the
restrictions referred to elsewhere in the Plan, to exercise his Option or SAR 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 or SAR beyond its term), but only to the extent that, at the
date of cessation of employment or service as a Director, the Optionee's or SAR
Recipient's right to exercise such Option or SAR had accrued pursuant to the
terms of the applicable Option Agreement or SAR agreement and had not previously
been exercised.


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      12. [INTENTIONALLY OMITTED]

      13. TERM OF PLAN

      Subject to the limitations in Section 6, Options, SARs 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.

      14. EFFECT OF CERTAIN EVENTS

            (a) Stock Splits and Dividends

      Subject to any required action by stockholders, 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 SAR and the exercise 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 or the payment of
a stock dividend (but only if paid in Common Stock) 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

      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 and SAR 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 or SAR 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
and SAR shall terminate, but only after each Optionee and SAR Recipient (or the
successor in interest) has been given the right to exercise the vested portion
of any unexpired Option or SAR 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 or SAR 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 SAR Recipient
(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 and SARs then held by the Optionee or SAR Recipient (or
successor in interest) receiving the substitute option or stock appreciation
right. Any other dissolution or liquidation of the Corporation shall cause each
Option or SAR to terminate.


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<PAGE>


      At the discretion of the Administrator, an Option or SAR 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 14, an Optionee or SAR
Recipient 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 or SAR. The
grant of an Option or SAR 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 SAR,
or make the Option or SAR fully vested and exercisable;

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

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


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      15. 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 15 shall be conclusive and binding
on all persons.


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<PAGE>


            (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

      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.

      16. 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.

      17. 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.

      18. 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.

      19. NO RETENTION OF RIGHTS

      Nothing in the Plan or in any Option, SAR or other right granted under the
Plan shall confer upon the Optionee, SAR Recipient 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, SAR Recipient
or Purchaser) or of the Optionee, SAR Recipient 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.


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<PAGE>


      20. EXECUTION

      To record the adoption of the Plan by the Board on February 10, 2004, the
Corporation has caused an authorized officer to affix the Corporate name hereto.


                                          NUWAY MEDICAL, INC.


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




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