EX. 3.9

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                           OF SERIES A PREFERRED STOCK
                                       OF
                               NUWAY MEDICAL, INC.


      Pursuant to Section 151 of the General Corporation Law of the State of
Delaware:


       WHEREAS, NUWAY MEDICAL, INC., a corporation organized and existing under
the laws of the State of Delaware (this "CORPORATION"), does hereby certify
that, pursuant to the authority conferred on the Board of Directors of this
Corporation by the Certificate of Incorporation, as amended, of this
Corporation, in accordance with Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors of this Corporation adopted the
following resolution establishing a new series of preferred stock of this
Corporation.


       RESOLVED, that pursuant to the authority conferred on the Board of
Directors of this Corporation by Article 4 of the Certificate of Incorporation,
as amended, the Board of Directors of this Corporation hereby establishes a
series of the authorized preferred stock of this Corporation, $0.00067 par value
per share, which series will be designated as "SERIES A PREFERRED STOCK," and
which will have the following rights, preferences, privileges and restrictions
(capitalized terms not defined herein shall have the meaning given to such terms
in the Certificate of Incorporation, as amended, of this Corporation):

      1. DESIGNATION AND RANK. An amount of shares of the Preferred Stock shall
be designated "Series A Preferred Stock" (the "Series A Preferred Stock"), par
value $$0.00067 per share and the number of shares constituting such series
shall be 25,000,000. The Series A Preferred Stock will rank junior, with respect
to dividend rights and rights on liquidation, winding up and dissolution, to
other classes or series of preferred stock which may be established by the Board
of Directors of the Corporation from time to time and specifically designated as
senior to the Series A Preferred Stock (the "Senior Preferred Stock"). The
Series A Preferred Stock will rank senior to all other classes of preferred
stock of the Corporation not so designated in accordance with the previous
sentence and the common stock of the Corporation (collectively, "Junior
Securities"), with respect to dividend rights and rights upon liquidation,
winding up and dissolution.

      2. NO ISSUANCE OF ADDITIONAL SHARES. The number of authorized shares of
Series A Preferred Stock may be reduced or eliminated by the Board of Directors
of this corporation or a duly authorized committee thereof in compliance with
the General Corporation Law of the State of Delaware stating that such reduction
has been authorized, and the number of authorized shares of Series A Preferred
Stock shall not be increased without the consent of the holders of a majority of
the outstanding shares of Series A Preferred Stock.

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      3. DIVIDENDS AND DISTRIBUTIONS.

      (a) The holders of shares of Series A Preferred Stock will be entitled to
participate with the holders of Common Stock with respect to any dividend
declared on the Common Stock in proportion to the number of shares of Common
Stock issuable upon conversion of the shares of Series A Preferred Stock held by
them.


      4. LIQUIDATION PREFERENCE.

      (a) In the event of any liquidation, dissolution or winding up of this
Corporation, either voluntary or involuntary, subject to the rights of the
Senior Preferred Stock and the rights of series of Preferred Stock that may from
time to time come into existence in accordance with and subject to the terms
hereof, including, without limitation, Section 9(b) hereof, the holders of
Series A Preferred Stock shall be entitled to receive after any distribution
with respect to Senior Preferred Stock and, prior and in preference to any
distribution of any of the assets of this corporation to the holders of any
Junior Securities by reason of their ownership thereof, an amount per share (the
"Liquidation Preference") equal to the sum the price paid for each outstanding
share of Series A Preferred Stock (the "Original Series A Issue Price") and (ii)
accrued but unpaid dividends on such share (subject to adjustment of such fixed
dollar amounts for any stock splits, stock dividends, combinations,
recapitalizations or the like).

      (b) Upon completion of the distribution required by subsection (a) of this
Section 4, all of the remaining assets of this Corporation available for
distribution to stockholders shall be distributed among the holders of all
Senior Preferred Stock, Series A Preferred Stock and Junior Securities pro rata
based on the number of shares of Common Stock held by each (assuming conversion
of all such Series A Preferred Stock).

      (c) (i) For purposes of this Section 4, a liquidation, dissolution or
winding up of this Corporation shall be deemed to be occasioned by, or to
include (unless the holders of at least a majority of the Series A Preferred
Stock then outstanding shall determine otherwise) a transaction whereby a person
or group of persons acting in concert (other than current stockholders) shall:

            (A)   become (whether by merger, consolidation, or transfer,
                  redemption or issuance of capital stock or otherwise) the
                  beneficial owners (within the meaning of Rule 13d-3 under the
                  Securities and Exchange Act of 1934, as amended) of securities
                  constituting more than fifty percent (50%) of the combined
                  voting power of or the economic equity interests in the then
                  outstanding securities of the Corporation (or any surviving or
                  resulting person); or


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            (B)   acquire assets constituting all or substantially all of the
                  assets of the Corporation and its subsidiaries on a
                  consolidated basis (with (A) and/or (B) constituting a "Change
                  in Control").

            (ii) In any of such events, if the consideration received by this
Corporation is other than cash, its value will be deemed its fair market value.
Any securities shall be valued as follows:

            (A)   Securities not subject to an investment letter or other
                  similar restrictions on free marketability covered by (B)
                  below:

                        (1) If traded on a securities exchange or through the
                  Nasdaq National Market, the value shall be deemed to be the
                  average of the closing prices of the securities on such
                  exchange or system over the thirty (30) day period ending
                  three (3) days prior to the closing;

                        (2) If actively traded over-the-counter, the value shall
                  be deemed to be the average of the closing bid or sale prices
                  (whichever is applicable) over the thirty (30) day period
                  ending three (3) days prior to the closing; and

                        (3) If there is no active public market, the value shall
                  be the fair market value thereof, as mutually determined by
                  this Corporation and the holders of at least a majority of the
                  outstanding shares of Series A Preferred Stock.

            (B)   The method of valuation of securities subject to an investment
                  letter or other restrictions on free marketability (other than
                  restrictions arising solely by virtue of a stockholder's
                  status as an affiliate or former affiliate) shall be to make
                  an appropriate discount from the market value determined as
                  above in (A) (1), (2) or (3) to reflect the approximate fair
                  market value thereof, as mutually determined by this
                  Corporation and the holders of at least a majority of the
                  outstanding shares of such Series A Preferred Stock.

            (iii) In the event the requirements of this Section 4 are not
complied with, this Corporation shall forthwith either:

            (A)   cause such closing to be postponed until such time as the
                  requirements of this Section 4 have been complied with; or

            (B)   cancel such transaction, in which event the rights,
                  preferences and privileges of the holders of the Series A
                  Preferred Stock shall revert to and be the same as such
                  rights, preferences and privileges existing immediately prior
                  to the date of the first notice referred to in subsection
                  4(c)(iv) hereof.


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            (iv) This Corporation shall give each holder of record of Series A
Preferred Stock written notice of such impending transaction not later than
twenty (20) days prior to the stockholders' meeting called to approve such
transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section 4, and this Corporation shall thereafter give such holders prompt
notice of any material changes. The transaction shall in no event take place
sooner than twenty (20) days after this Corporation has given the first notice
provided for herein or sooner than ten (10) days after this corporation has
given notice of any material changes provided for herein; provided, however,
that such periods may be shortened upon the written consent of the holders of
Series A Preferred Stock that are entitled to such notice rights or similar
notice rights and that represent at least a majority of the outstanding shares
of such Series A Preferred Stock.

      5. CONVERSION. The holders of the Series A Preferred Stock shall have
conversion rights (the "Conversion Rights") as follows:

      (a) RIGHT TO CONVERT. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such shares and on or prior to the date such shares are redeemed, at
the office of this Corporation or any transfer agent for such stock, into such
number of fully paid and non-assessable shares of Common Stock as is determined
by multiplying (x) 1 by (y) the conversion rate for the Series A Preferred Stock
that is in effect at the time of conversion (the "Conversion Rate"). The
Conversion Rate for the Series A Preferred Stock initially shall be one (1). The
Conversion Rate shall be subject to adjustment from time to time as provided in
this Certificate of Designations. All references to the Conversion Rate herein
mean the Conversion Rate as so adjusted.

      (b) MECHANICS OF CONVERSION. Before any holder of Series A Preferred Stock
shall be entitled to convert the same into shares of Common Stock, such holder
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of this Corporation or of any transfer agent for the Series A Preferred
Stock, and shall give written notice to this Corporation at its principal
corporate office, of the election to convert the same and shall state therein
the name or names in which the certificate or certificates for shares of Common
Stock are to be issued. This Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series A
Preferred Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date. If the conversion is in connection with an
underwritten offering of securities registered pursuant to the Securities Act of
1933, as amended, the conversion may, at the option of any holder tendering
Series A Preferred Stock for conversion, be conditioned upon the closing with
the underwriters of the sale of securities pursuant to such offering, in which
event the persons entitled to receive the Common Stock upon conversion of the
Series A Preferred Stock shall not be deemed to have converted such Series A
Preferred Stock until immediately prior to the closing of such sale of
securities.


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      (c) STOCK SPLITS.

            (i) In the event this corporation should at any time or from time to
time fix a record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock without payment of any consideration by such holder for
the additional shares of Common Stock then, as of such record date (or the date
of such dividend, distribution, split or subdivision if no record date is
fixed), the Conversion Price of the Series A Preferred Stock shall be
appropriately decreased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be increased in proportion to such
increase of the aggregate of shares of Common Stock outstanding.

            (ii) If the number of shares of Common Stock outstanding at any time
is decreased by a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion Price for the
Series A Preferred Stock shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each share of such series shall
be decreased in proportion to such decrease of the aggregate of shares of Common
Stock outstanding.

      (d) RECAPITALIZATIONS. If at any time or from time to time there shall be
a recapitalization or reclassification of the Common Stock (or a merger,
transfer, consolidation, or exchange in respect of the Corporation's securities
which does not constitute a Change in Control, other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 5 or Section 4) provision shall be made so that the holders of the
Series A Preferred Stock shall thereafter be entitled to receive upon conversion
of the Series A Preferred Stock the number of shares of stock or other
securities or property of this Corporation or otherwise, to which a holder of
Common Stock deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 5 with respect to the rights of
the holders of the Series A Preferred Stock after the recapitalization to the
end that the provisions of this Section 5 (including adjustment of the
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Series A Preferred Stock) shall be applicable after that event
as nearly equivalent as may be practicable.


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      (e) NO IMPAIRMENT. This Corporation will not, by amendment of its
Certificate of Incorporation or this Certificate of Designations (except in
accordance with applicable law), or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by this Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Preferred Stock against
impairment.

      (f) NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

            (i) No fractional shares shall be issued upon the conversion of any
share or shares of the Series A Preferred Stock, and the number of shares of
Common Stock to be issued shall be rounded to the nearest whole share.

            (ii) Upon the occurrence of each adjustment or readjustment of the
Conversion Price of Series A Preferred Stock pursuant to this Section 5, this
Corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. This Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (A) such adjustment and
readjustment, (B) the Conversion Price for such series of Preferred Stock at the
time in effect, and (C) the number of shares of Common Stock and the amount, if
any, of other property that at the time would be received upon the conversion of
a share of Series A Preferred Stock.

      (g) NOTICES OF RECORD DATE. In the event of any taking by this corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, this corporation shall
mail to each holder of Series A Preferred Stock, at least twenty (20) days prior
to the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
and the amount and character of such dividend, distribution or right.


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      (h) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred Stock; and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series A
Preferred Stock, in addition to such other remedies as shall be available to the
holders of such Preferred Stock, this Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to this Certificate of Incorporation.

      (i) NOTICES. Any notice required by the provisions of this Section 5 to be
given to the holders of shares of Series A Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each
holder of record at their address appearing on the books of this Corporation.

      (j) UNCONVERTED SHARES. If less than all of the outstanding shares of
Series A Preferred Stock are converted pursuant to this Section 5, and such
shares are evidenced by a certificate representing shares in excess of the
shares being converted and surrendered to this Corporation in accordance with
the procedures as the Board of Directors of this Corporation may determine, this
Corporation shall execute and deliver to or upon the written order of the holder
of such certificate, without charge to the holder, a new certificate evidencing
the number of shares of Series A Preferred Stock not converted.


      7. VOTING. In addition to as provided in this Certificate of Designations
and as required by law, the holders of shares of Series A Preferred Stock will
be entitled to participate and vote with the holders of Common Stock with
respect to any vote of the shareholders in proportion to the number of shares of
Common Stock issuable upon conversion of the shares of Series A Preferred Stock
held by them, as if the shares had been issued.

      8. REACQUIRED SHARES. Any shares of Series A Preferred Stock which have
been converted or redeemed will be retired and cancelled promptly after the
acquisition thereof. All such shares will upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock subject to the conditions and restrictions on
issuance set forth herein, in the Certificate of Incorporation, or in any other
certificate of designations creating a series of Preferred Stock or any similar
stock or as otherwise required by law.

      9. PROTECTIVE PROVISIONS. So long as any shares of Series A Preferred
Stock are outstanding, this corporation shall not without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least a majority of the then outstanding shares of Series A Preferred Stock:

      (a) amend the Certificate of Incorporation (as amended) of this
Corporation or the bylaws of this Corporation in any manner (including, without
limitation, by means of a merger or consolidation) which adversely affects the
rights of the Series A Preferred Stock; or


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      (b) authorize or issue, or obligate itself to issue, any other equity
security having a preference over, or being on a parity with, the Series A
Preferred Stock with respect to dividends, liquidation, redemption or voting,
including any other security convertible into or exercisable for any equity
security other than Senior Preferred Stock shares.


      RESOLVED, FURTHER, that the officers of this Corporation be, and each of
them hereby is, authorized and empowered on behalf of this Corporation to
execute, verify and file a certificate of designations of preferences in
accordance with Delaware law.


      IN WITNESS WHEREOF, NUWAY MEDICAL, INC. has caused this certificate to be
duly executed by its duly authorized officers this 3 day of November, 2004.


                                 NUWAY MEDICAL, INC.


                                 By: _______________________
                                     Dennis Calvert
                                     Chairman and Chief Executive Officer

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