<PAGE>
Exhibit 10.14
                            ASSET PURCHASE AGREEMENT

                                      among


                 SUMMIT HEALTHCARE, INC., CAMDEN HOLDINGS, INC.,
                      SUMMITT VENTURES, INC., MARK ANDERSON

                                       and

                      NEW MILLENNIUM CAPITAL PARTNERS, LLC




                                December 31, 2002




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         This ASSET  PURCHASE  AGREEMENT,  is made as of December 31, 2002 (this
"Agreement"),  among Summit Healthcare,  Inc., a Nevada corporation  ("Summit"),
Camden Holdings, Inc., a Nevada corporation ("Camden"),  Summitt Ventures, Inc.,
a  Nevada  Corporation  ("Summit  Ventures"),   Mark  Anderson,   an  individual
("Anderson"; collectively, Camden, Summit and Anderson are referred to herein as
the  "Seller"),  and New  Millennium  Capital  Partners,  LLC, a Nevada  limited
liability company ("Purchaser").

         WHEREAS,  Summitt  Ventures is the holder of a  promissory  note in the
amount of $1,120,000 by and against NuWay  Medical,  Inc., and desires to assign
the rights and obligations under the note to Purchaser;

         WHEREAS,  Purchaser  is  associated  with Dennis  Calvert,  the current
President of NuWay Medical, Inc.;

         WHEREAS, the Seller desires to sell its interest in NuWay Medical, Inc.
to the Purchaser, and the Purchaser desires to purchase same from Seller;

         WHEREAS,  the respective Boards of Directors of Seller and Purchaser of
each of the  corporations  have approved the terms of this  Agreement and of the
transactions contemplated hereby; and

         WHEREAS,   the   Seller   and   Purchaser   desire   to  make   certain
representations,  warranties and agreements in connection with the  transactions
provided for herein; and

         WHEREAS, the Closing of the transactions contemplated by this Agreement
will take place with an effective date on or before December 31, 2002. This date
is used to determine the change of control over the assets,  operations, and use
of the assets. The signing of this agreement is effective that date so signed by
both parties.

         NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations,  warranties and agreements herein contained, the parties hereto
agree as follows:




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                             ARTICLE 1 - DEFINITIONS

DEFINITIONS.  As used  herein,  the  following  terms  shall have the  following
meanings:

          "ACQUIRED ASSETS" has the meaning specified in Section 2.01 hereof.

          "AGREEMENT" has the meaning  specified in the  introductory  paragraph
above.

         "ANCILLARY DOCUMENTS" as to any Person means all agreements,  releases,
certificates  and other  documents  contemplated by this Agreement to be entered
into or executed by such  Person;  and where a reference  to a Person is made in
conjunction with a reference to "ANCILLARY DOCUMENTS," the term shall refer only
to such documents which such Person has entered into or executed.

          "CLOSING" has the meaning specified in Section 3.01 hereof.

         "CLOSING DATE" has the meaning specified in Section 3.01 hereof.

          "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMON STOCK" means the common stock,  par value $0.0001 per share, of
Purchaser.



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         "DAMAGES" has the meaning specified in Section 6.02(a) hereof.

          "ENCUMBRANCE"  means,  with respect to any asset, any mortgage,  lien,
pledge,  charge,  security  interest,   conditional  sale  agreement,  financing
statement  or  encumbrance  of any  kind,  or any  other  type  of  preferential
arrangement  that has the  practical  effect of creating a security  interest in
respect of such asset.

          "GOVERNMENTAL  ENTITY"  has the  meaning  specified  in  Section  4.02
hereof.

         "INFORMATION  STATEMENT" has the meaning  specified in the introductory
paragraph above.

         "INTELLECTUAL  PROPERTY"  means all of the service  marks,  copyrights,
franchises,  software (including source codes),  patents,  patent  applications,
licenses,  trademarks,  trade  names,  know-how,  slogans,  logotypes  and other
similar  intangible assets  maintained,  owned,  used, held for use or otherwise
held in connection with the Acquired Assets (including any and all applications,
registrations, extensions and renewals relating thereto), and all of the rights,
benefits, licenses, contracts, agreements and privileges associated therewith.

          "KNOWLEDGE" means, with respect to any Person, (i) actual knowledge of
such Person  (including the actual knowledge of the officers,  directors and key
employees  of such  Person)  and (ii)  actual  knowledge  that  could  have been
acquired by such Person  after making such due inquiry and  exercising  such due
diligence  as a  prudent  businessperson  would  have made or  exercised  in the
management of his or her business affairs in light of the circumstances.

         "LAWS"  means all  applicable  common law and any statute,  law,  code,
ordinance, regulation, rule, resolution, order, determination, writ, injunction,
award (including,  without limitation,  any award of any arbitrator),  judgments
and  decrees  applicable  to  the  specified  persons  or  entities  and  to the
businesses and assets thereof.

         "LIABILITIES"  means all debts,  claims,  agreements,  liabilities  and
obligations  (contingent  or  otherwise),  including,  without  limitation,  all
salaries,  severance  payments,  accounts  payable,  obligations  incurred under
license agreements,  client contracts,  supply contracts,  leases and employment
agreements,  litigation claims or demands and any other  obligations  whether or
not incurred in the ordinary course of business.

          "PERSON"  means a natural  person,  corporation,  partnership or other
business entity, or any Governmental Entity.

         "PURCHASE PRICE" has the meaning specified in Section 3.02 hereof.

         "PURCHASER"  has the meaning  specified in the  introductory  paragraph
above.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SELLERS"  has the  meaning  specified  in the  introductory  paragraph
above.

          "TAX" and "TAXES"  shall mean all  federal,  state,  local and foreign
property,  sales and use, payroll,  withholding,  franchise and income taxes and
all assessments,  rates, levies, fees and other governmental charges,  including
any interest and penalties in respect of such amounts.


            ARTICLE 2 - PURCHASE AND SALE; ASSUMPTION OF LIABILITIES



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         2.01 PURCHASE AND SALE OF ASSETS.  Subject to the terms and  conditions
of this Agreement and in reliance upon Seller's  representations  and warranties
contained herein, at the Closing Seller will sell, convey, assign,  transfer and
deliver, and Purchaser will acquire the following assets:

                  (a) 5,000,000  common stock shares of NuWay  Medical,  Inc., a
         Delaware  Corporation (NASDAQ:  NMED),  formerly known as NuWay Energy,
         Inc.,  Latin American  Casinos,  Inc., and Repossession  Auction,  Inc.
         ("ACQUIRED  ASSETS").  These shares shall be comprised of: (i) Camden's
         2,017,458  shares,  (ii)  Summit's  2,505,543  shares,  and (iii)  Mark
         Anderson's shares.

                  (b) All rights and interests to receive payments from borrower
         NuWay Medical, Inc. with respect to that certain promissory note by and
         between Summit Ventures,  Inc. and NuWay Energy,  Inc., expressly dated
         July 16,  2001 (but  actually  dated July 16,  2002),  in the amount of
         $1,120,000,  payable in "one year" on June 15, 2003, a copy of which is
         attached hereto as Exhibit "A".

         2.02.  ASSUMPTION OF  LIABILITIES.  The Acquired Assets consist only of
stock in a publicly held corporation. Purchaser shall not assume any liabilities
associated with the Acquired Assets.


                   ARTICLE 3 - THE CLOSING; ACQUISITION PRICE

3.01.  THE  CLOSING.  The  closing  of the  transactions  contemplated  by  this
Agreement  (the  "CLOSING")  shall take place at the offices of  Purchaser on or
before December 31, 2002 (the "CLOSING DATE").

3.02. THE PURCHASE PRICE. At the Closing, Purchaser shall pay to Sellers the sum
of Nine  Hundred  Thousand  Dollars  ($900,000),  for the  Acquired  Assets (the
"PURCHASE PRICE"). The Purchase Price shall be paid through a Promissory Note, a
copy of which is  attached  to Schedule A, which must be executed on or prior to
the Closing.

3.03.  TRANSFER  OF  ASSETS.  At the  Closing,  the  Seller  shall  execute  all
documentation  necessary  to  transfer  ownership  of  the  Acquired  Assets  to
Purchaser,  including the execution (with  Medallion  guarantees) of Irrevocable
Stock Powers attached hereto as Schedule B.

3.04. DOMAIN NAME TRANSFER. At the Closing,  Seller shall sign the documentation
attached  as  Schedule  C  to  effectuate   the  transfer  of  the  domain  name
WWW.NUWAYMEDICAL.COM to NuWay Medical, Inc.

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
                                   OF SELLERS

         Seller hereby represents and warrants to Purchaser as follows:



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           4.01 ORGANIZATION, GOOD STANDING AND FOREIGN QUALIFICATION. Seller is
a corporation duly  incorporated and validly existing and in good standing under
the laws of the State of  Delaware.  Seller is duly  licensed or qualified to do
business as a foreign corporation and is in good standing under the laws of each
other  jurisdiction in which the character of the properties  owned or leased by
it therein or in which the  transaction  of  business  makes such  qualification
necessary,  except  where the  failure to so  qualify  would not have a material
adverse effect on Seller.

         4.02  AUTHORITY  RELATIVE  TO  AGREEMENTS.  Seller  has  the  requisite
corporate  power and  authority to enter into this  Agreement  and all Ancillary
Documents,  and to carry out their  obligations  hereunder and  thereunder.  The
execution and delivery of this  Agreement and each Ancillary  Document,  and the
consummation of the transactions provided for herein and therein, have been duly
authorized by the unanimous  consent of the Boards of Directors of Seller and do
not violate any  provision  of the  Certificate  of  Incorporation  or Bylaws of
Seller.  The execution by Seller of this Agreement and each Ancillary  Document,
and the consummation of the transactions  provided for hereby and thereby,  will
not conflict with or effect a breach,  violation,  default, or cause an event of
default,  under any mortgage,  lease, or other material agreement or instrument,
or any  statute,  regulation,  order,  judgment or decree to which  Seller are a
party  or by  which  they  are  bound,  or any  law or  governmental  regulation
applicable  to Seller,  or require  the  consent of any Person  (other  than the
parties to this Agreement). Without limiting the generality of the foregoing, no
notices,  reports or other  filings are required to be made by Seller with,  nor
are any consents,  registrations,  approvals, permits or authorizations required
to be obtained by Seller from,  any  government or  governmental,  regulatory or
administrative  authority or agency,  domestic or foreign (each, a "GOVERNMENTAL
ENTITY"),  in connection  with the  execution and delivery of this  Agreement by
Sellers and the consummation by Seller of the transactions  contemplated by this
Agreement  and  the  Ancillary  Documents.  This  Agreement  and  the  Ancillary
Documents constitute legal, valid and binding obligations of Seller, enforceable
in accordance with their terms,  except as enforcement thereof may be limited by
applicable  bankruptcy,  reorganization,  insolvency,  moratorium  or other laws
affecting  rights of  creditors  generally  and  general  principles  of equity,
whether applied at law or in equity.


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         4.03 TAX MATTERS. Seller have duly and timely filed all Tax returns and
reports required to be filed by Seller prior to the Closing Date,  except to the
extent  that any  failure  or  alleged  failure to file any Tax return or report
would not have a material adverse effect on Seller or the Acquired  Assets.  All
of  Seller's  Tax returns  and  reports  are true and  complete in all  material
respects. Seller has paid all Taxes shown to be due on the aforesaid Tax returns
and reports.  Purchaser shall not become liable for any of Seller's  liabilities
for Taxes as a result of the  transactions  contemplated  hereby,  and no unpaid
Taxes of Seller create any Encumbrance on the Acquired Assets.

         4.04. LITIGATION.  There is no prosecution,  suit, action,  arbitration
proceeding  or  governmental  proceeding  pending,  or to the best  Knowledge of
Seller,  threatened,  against or affecting the transactions contemplated by this
Agreement.  There is not  outstanding  against  Seller any  decision,  judgment,
decree,  injunction,  rule or order of any  court,  arbitrator  or  Governmental
Entity.


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         4.05. BROKERS. There are no brokers involved in this sale and purchase,
and neither  Purchaser nor Seller shall have any  obligation or liability to pay
any fee or other  compensation  to any  Person  engaged  by the  other  party in
connection with this Agreement and the transactions contemplated hereby.

         4.06. TRUE COPIES. All copies of documents  delivered or made available
to Purchaser in connection  with this  Agreement are true and correct  copies of
the originals thereof.

         4.07.  COMPLIANCE WITH LAW.  Seller is in material  compliance with all
federal,  state and local laws,  regulations  and  ordinances  applicable to its
business and operations.

         4.08.  INTELLECTUAL  PROPERTY.  Seller does not have any  Knowledge and
Seller  has not  received  any  notice  to the  effect  that  (i) the use of the
Acquired Assets or the  Intellectual  Property may infringe on any  intellectual
property right or other legally protectable right of another, or (ii) any Person
is using any patents, copyrights,  trademarks, service marks, trade names, trade
secrets or similar  property  that are  confusingly  similar  with the  Acquired
Assets or  Intellectual  Property.  Seller has not  granted any license or other
right to any other Person with respect to the  Acquired  Assets or  Intellectual
Property.   To  the  best  of  Seller's  Knowledge,   the  consummation  of  the
transactions  contemplated  by this Agreement will not result in the termination
or impairment of any of the Acquired Assets or Intellectual Property.  Seller is
not aware of any reason that would prevent any pending trademark,  service mark,
copyright,  patent or other intellectual  property applications required for the
use of the Acquired  Assets or  Intellectual  Property from having  registration
granted.

         4.09. ACQUIRED ASSETS. Camden currently holds 2,017,458 shares in NuWay
Medical,  Inc. Summit  currently holds 2,505,543  shares in NuWay Medical,  Inc.
Anderson  currently  holds  approximately  500,000  shares.  The total number of
shares being  transferred is 5,000,000  shares.  The acquired assets include all
Seller's  rights to receive  funds  pursuant to the  promissory  note with NuWay
Energy,  Inc. This note was referred to in the license agreement,  and a copy of
the note is attached  hereto as  Schedule D. This note is the only note  between
Sellers and NuWay Energy, Inc., and it replaces in its entirety the note between
Seller and Med Wireless,  Inc.  There is no existing note between Seller and Med
Wireless, Inc.

         4.10.  DISCLOSURE.  No  representation or warranty by Seller in, and no
document,  statement,  certificate,  schedule  or  exhibit  to be  furnished  or
delivered to Purchaser  pursuant to, this Agreement contains or will contain any
material  untrue or misleading  statement of fact or omits or will omit any fact
necessary  to make the  statements  contained  herein or therein not  materially
misleading.

         4.11. INVESTMENT INTENT. This Agreement is made with Seller in reliance
upon each  Seller's  representations  to  Purchaser,  evidenced by each Seller's
execution  of this  Agreement,  that Seller are  acquiring  the Common Stock for
investment  for Seller'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.

         4.12. COMMON STOCK NOT REGISTERED.  Seller 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 Purchaser's  reliance
upon such  exemption is predicated  upon Seller's  representations  set forth in
this Agreement. Sellers understand and acknowledge 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.

         4.13  OWNERSHIP OF ASSETS.  Seller owns one hundred  percent (100%) the
Acquired Assets, free of any lien, right, title or interest of any third party.


<PAGE>





             ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER



<PAGE>



         Purchaser hereby represents and warrants to Sellers as follows:

         5.01.  ORGANIZATION AND GOOD STANDING.  Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and is duly  qualified and in good standing as a foreign  corporation  in
each  jurisdiction  where the failure to be so  qualified  would have a material
adverse effect on Purchaser.


<PAGE>



         5.02. AUTHORITY RELATIVE TO THIS AGREEMENT. Purchaser has the requisite
corporate  power and  authority to enter into this  Agreement  and all Ancillary
Documents,  and to carry  out its  obligations  hereunder  and  thereunder.  The
execution and delivery of this  Agreement and each Ancillary  Document,  and the
consummation of the transactions contemplated hereby and thereby, have been duly
authorized  by the Board of Directors of Purchaser,  or an authorized  Committee
thereof, and do not violate any provision of the Certificate of Incorporation or
Bylaws of Purchaser, and no other corporate proceedings on the part of Purchaser
are necessary to authorize  this  Agreement and the Ancillary  Documents and the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and each Ancillary  Document and the  consummation of the transactions
provided  for  hereby and  thereby  will not  conflict  with or effect a breach,
violation or default, or cause an event of default,  under any mortgage,  lease,
or other material agreement or instrument,  or any statute,  regulation,  order,
judgment or decree to which it is a party or by which it is bound, or any law or
governmental  regulation applicable to Purchaser,  or require the consent of any
Person  (other  than the  parties to this  Agreement).  This  Agreement  and the
Ancillary  Documents  constitute  the legal,  valid and binding  obligations  of
Purchaser,  enforceable  in accordance  with their terms,  except as enforcement
thereof may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium,  or similar laws affecting rights of creditors generally and general
principles of equity, whether applied at law or in equity.

         5.03. NO BROKER.  Sellers shall not have any obligation or liability to
pay  any fee or  other  compensation  to any  Person  engaged  by  Purchaser  in
connection with this Agreement and the transactions contemplated hereby.

         5.04.  LITIGATION.  There  are no  civil,  criminal  or  administrative
actions, suits, claims, hearings,  investigations,  arbitrations, or proceedings
pending or threatened  against  Purchaser  preventing,  or which,  if determined
adversely  to  Purchaser   would  prevent   Purchaser  from   consummating   the
transactions contemplated by this Agreement and the Ancillary Documents.

         5.05.  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 Sellers'  prospective  investment in the Common Stock;  (ii)
has the ability to bear the economic risk of Purchaser  prospective  investment;
(iii)  has  been  furnished  with  and has had  access  to such  information  as
Purchaser have  considered  necessary to verify the accuracy of the  information
supplied;  (iv)  has had all  questions  which  have  been  asked  by  Purchaser
satisfactorily answered by Seller; 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.

         5.06. NOT ORGANIZED TO PURCHASE.  Purchaser have 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.

         5.07.   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 Seller'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.


<PAGE>

             ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                                 INDEMNIFICATION

         6.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Except
as provided in the next sentence, all representations and warranties made by any
party hereto contained in this Agreement or in any Ancillary  Document,  and the
indemnification obligations of each party hereto with respect to representations
and  warranties,  shall  survive  for a period  ending two years  following  the
Closing Date.  Notwithstanding the foregoing, the representations and warranties
relating to Section 4.03 hereof,  and the indemnity  obligations with respect to
such  representations  and warranties,  shall remain operative and in full force
and effect until the expiration of the applicable statute of limitations.

         6.02.  INDEMNIFICATION  BY SELLER.  Seller  hereby  agree,  jointly and
severally, to indemnify and hold Purchaser harmless from and against any and all
damages, losses, Liabilities, deficiencies, costs and/or expenses (including all
reasonable legal fees,  expenses and other out-of-pocket  costs)  (collectively,
"DAMAGES")  resulting  from,  arising out of or in connection with or related to
(1) the Acquired Assets, (2) any  misrepresentation or breach of warranty on the
part of Seller, (3) non-fulfillment by Seller of any covenant or agreement under
this Agreement or any Ancillary  Document,  (4) any lawsuit filed against Seller
or  Purchaser  arising in whole or in part out of  Seller's  acquisition  of the
Acquired  Assets;  in each  instance  whether  or not any  such  Damages  are in
connection  with any  action,  suit,  proceeding,  demand or judgment of a third
party (including Governmental Entities).

         6.03.   INDEMNIFICATION  BY  PURCHASER.   Purchaser  hereby  agrees  to
indemnify  and  hold  Seller  harmless  from  and  against  any and all  Damages
resulting  from,  arising  out of or in  connection  with or  related to (1) any
misrepresentation  or  breach  of  warranty  on the  part  of  Purchaser  or (2)
non-fulfillment  by Purchaser of any covenant or agreement  under this Agreement
or any Ancillary Document.


                      ARTICLE 7 - CONDITIONS TO THE CLOSING

         7.01.  CONDITION  TO  OBLIGATIONS  OF  PURCHASER.  The  obligations  of
Purchaser  to close the  transactions  contemplated  hereby  are  subject to the
satisfaction of the following condition: The representations and warranties made
by Seller in Section 4 hereof shall be true and correct when made,  and shall be
true and correct in all  material  respects  on the  Closing  Date with the same
force and effect as if they had been made on and as of said date.  The  Acquired
Assets shall not have been  adversely  affected in any material way prior to the
Closing  Date.  Seller  shall have  delivered  the original  share  certificates
evidencing and constituting the ownership of the Acquired Assets, as well as any
documentation required to properly transfer said share certificates, to attorney
John R.  Browning,  counsel for both parties,  who shall act as a facilitator of
this transaction, and shall have endorsed said share certificates to Purchaser.

         7.02. CONDITION TO OBLIGATIONS OF SELLERS. The obligations of Seller to
close the  transactions  contemplated  hereby are subject to the satisfaction of
the following  conditions:  The representations and warranties made by Purchaser
in Section 5 hereof shall be true and correct  when made,  and shall be true and
correct in all  material  respects on the  Closing  Date with the same force and
effect as if they had been made on and as of said  date.  Purchaser  shall  have
signed the  Promissory  Note and  delivered  said note to the  attorney  John R.
Browning,  counsel  for both  parties,  who shall act as a  facilitator  of this
transaction.


<PAGE>

                        ARTICLE 8 - ADDITIONAL AGREEMENTS

         8.01.  AGREEMENTS AS TO TAX MATTERS. The parties to this Agreement will
cooperate fully with each other, in connection with the preparation, signing and
filing of tax returns and in any  administrative,  judicial or other  proceeding
involving taxes relating to the Acquired Assets.

         8.02.  POST-CLOSING  DOCUMENTS.  The parties hereto will cooperate with
one another after Closing and, without any further  consideration,  will execute
and deliver  such other  documents  as shall be  reasonably  required  after the
Closing to transfer  title to the Acquired  Assets to Purchaser  and to take any
other action necessary to carry out the intent and purposes of this Agreement.

         8.03. NOTICE. Each party shall notify the others of any claim,  demand,
action,  suit or  proceeding  relating  to or arising in  connection  with,  the
Acquired  Assets as soon as practicable  after  learning of such claim,  demand,
action, suit, or proceeding.

                         ARTICLE 9 - GENERAL PROVISIONS

         9.01. EXPENSES.  Each party shall pay its own expenses (including legal
and  accounting   costs  and  expenses)  in  connection  with  the  negotiation,
preparation and consummation of this Agreement and the Ancillary Documents,  and
the transactions contemplated hereby and thereby.

         9.02. 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  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.

         9.03.  SUBMISSION TO JURISDICTION.  Any legal action or proceeding with
respect to this Agreement or the other Ancillary 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  Purchaser  hereby  accepts  for  itself  and in  respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts.  Each Seller 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.  Each Seller 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.

<PAGE>

         9.04. HEADINGS. Article and Section headings used in this Agreement are
for  convenience  only and shall not affect the meaning or  construction of this
Agreement.

         9.05. NOTICES. All notices and other communications  hereunder shall be
in  writing  and  shall be deemed  given if  delivered  personally  or mailed by
certified  mail  (return  receipt  requested)  to the  parties at the  following
address  (or at such other  address  for a party as shall be  specified  by like
notice),  or if  sent by  telecopy  to the  parties  at the  following  telecopy
numbers;

                  if to Seller:
                  Summit Healthcare, Inc.
                  Camden Holdings, Inc.
                  9595 Wilshire Blvd
                  suite 510
                  Beverly Hills Ca 90210

                  if to Purchaser:
                  New Millennium Capital Partners, LLC
                  23461 South Pointe Drive, Suite 200
                  Laguna Hills, CA 92653
                  Attention: Dennis Calvert

         9.06.  PARTIES  IN  INTEREST.  All the  terms  and  provisions  of this
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the successors of Sellers and Purchaser.

         9.07. FINAL AGREEMENT; ENTIRE AGREEMENT. This Agreement,  including any
agreements set forth as an annex to any this  Agreement,  is the final agreement
between the parties and  constitutes  the entire  agreement  between the parties
hereto and supersedes all prior agreements and understandings,  both written and
oral, whether signed or unsigned, with respect to the subject matter hereof.
<PAGE>

         9.08.  COUNTERPARTS.  This  Agreement  may be  executed  in two or more
counterparts,  each of which shall be considered  an original,  but all of which
together shall constitute the same instrument.

         9.09. AMENDMENT. This Agreement may be amended only by an instrument in
writing signed by or on behalf of each of the parties hereto.

         9.10.  PREPARATION OF AGREEMENT/WAIVER OF CONFLICT.  Each party to this
Agreement  acknowledges that: (i) this Agreement was written by attorney John R.
Browning,  who has  represented  the Seller and Purchaser in prior matters,  and
that each party  acknowledges  the  conflict  in having one  attorney  draft the
Agreement,  that each party has been advised and had the  opportunity  to obtain
independent  counsel  to  review  the  terms of this  Agreement,  that  attorney
Browning did not negotiate the terms of this Agreement, and each party knowingly
and  voluntarily  waives any  conflict of interest in having  attorney  Browning
prepare the agreement;  (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]


<PAGE>




                                 SIGNATURE PAGE

         IN WITNESS WHEREOF,  the parties have duly executed this Asset Purchase
Agreement as of the date first written above.

                                            SUMMIT HEALTHCARE, INC

                                                     /s/
                                            By:___________________________
                                            Name:  Mark Anderson
                                            Title: President

                                            SUMMITT VENTURES, INC.

                                                     /s/
                                            By:___________________________
                                            Name:  Mark Anderson
                                            Title:  President

                                            CAMDEN HOLDINGS, INC.

                                                     /s/
                                            By:___________________________
                                            Name:  Mark Anderson
                                            Title:  President

                                            MARK ANDERSON, an individual

                                                     /s/
                                            ------------------------------

                                            NEW MILLENNIUM CAPITAL PARTNERS, LLC

                                                     /s/
                                            By:___________________________
                                            Name:  Dennis Calvert
                                            Title:  Manager



<PAGE>




                                   SCHEDULE A

                             Form of Promissory Note





<PAGE>



                                   SCHEDULE B

                            Irrevocable Stock Powers





<PAGE>



                                   SCHEDULE C

                              Domain Name Transfer




<PAGE>



                                   SCHEDULE D

                 Summit Ventures / NuWay Energy Promissory Note

<PAGE>