**EXHIBIT
        10.14**
  **AMENDMENT
        NUMBER 1 TO PROMISSORY NOTE**
 **(TO
        INCLUDE CONVERTIBLE LOAN TERMS )**
 
 Dated
        as
        of February 10, 2005
 
 
 This AMENDMENT
        NUMBER 1 TO PROMISSORY NOTE (this
        “ Amendment ”)
        is
        entered into by and between NUWAY MEDICAL, INC., a corporation organized
        under
        the laws of the state of Delaware (the “ Borrower ”),
        and
        James Seay, DDS, the “Investor”. The Investor shall be referred to herein as the
“Lender”. Capitalized terms used herein shall have the meanings ascribed to such
        terms in Section 8 of this
        Agreement.
 
 On
        November 20, 2003 lender loaned to Borrower $50,000 pursuant to that certain
        Promissory Note of the same date (“Note”) . Payments on the Note were made
        during 2004 by Borrower to Lender, reducing the amount due (including
        outstanding interest) to approximately $35,000, which remains unpaid. The
        parties hereto desire to extend the loan Maturity Date (all capitalized terms
        have the meanings set forth in the Note) and add to the terms of the Note
        the
        option to convert the Note into common stock of NuWay Medical, Inc.
 
 In
        consideration of the mutual covenants and undertakings contained herein,
        and for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Borrower and the Lender hereby agree as
        follows:
 
 1.  Maturity
        Date. The Maturity Date, as that term is defined in the Note, shall be extended
        up to and including February 3, 2006.
 
 2.  Interest. **** The
        Borrower agrees to pay interest on the unpaid principal amount of the Term
        Loan
        from time to time outstanding hereunder at the following rates per year,
        compounded annually:
  a.
            before
                maturity of the Term Loan, whether by acceleration or otherwise,
                at the
                rate per annum equal to ten percent
                (10%). b.
            after
                the maturity of the Term Loan, whether by acceleration or otherwise,
                until
                paid, at a rate per annum equal to fifteen percent
                (15%). c.
            Interest
                Payment Date.
                Accrued interest shall be paid in full on the Maturity
                Date. d.
            Basis
                Of Computation. Interest shall be computed for the actual number
                of days
                elapsed on the basis of a year consisting of 360 days, including
                the date
                the Term Loan is made and excluding the date the Term Loan or any
                portion
                thereof is paid or prepaid.   -1-
 3.  Conversion.
        The Borrower or Lender may, at its option, convert the principal amount of
        this
        Note or any portion thereof, and any accrued interest thereon, into **7,000,000** shares
        of
        fully paid and non assessable Common Stock of the Issuer (“ Conversion
        Shares ”).
        The
        right to convert the Note may be exercised by telecopying an executed and
        completed notice of conversion (the “ Notice
        of Conversion ”)
        to the
        Borrower or Lender. Each business day on which a Notice of Conversion is
        telecopied in accordance with the provisions hereof shall be deemed a
“Conversion Date”. The Borrower will transmit the certificates representing
        Conversion Shares issuable upon such conversion of the Note (together with
        the
        certificates representing the Note not so converted) to the Lender via express
        courier or otherwise within ten Business Days after the Conversion Date,
        provided the Borrower has received the original Note being so converted from
        the
        Lender. The Conversion of this note may require that the Borrower amend its
        charter to increase the number of common shares authorized and therefore,
        in
        such an event, the conversion will not be allowed prior to the Borrower’s
        completion of that process. Borrower shall act promptly to affect such
        amendments, if necessary.
  a.  The
        number of Conversion Shares shall be adjusted as follows: If the Borrower
        shall
        at any time subdivide its outstanding shares of Common Stock into a greater
        number of shares of Common Stock, the number of Conversion Shares in effect
        immediately prior to such subdivision shall be proportionately increased,
        and
        conversely, in case the outstanding shares of Common Stock shall be combined
        into a smaller number of shares of Common Stock, the Conversion Price in
        effect
        immediately prior to such combination shall be proportionately
        reduced.
 
 4.  Lender
        represents that it is an *“Accredited
        Investor”* as
        that term is defined in Rule 501 of Regulation D promulgated under the
        Securities Act of 1933, as amended (the *“Securities
        Act”* )
 
 5.  The
        Amendment and the Note it amends set for the entire understanding and agreement
        of the parties hereto with respect to the subject matter hereof, and supersedes
        all prior or contemporaneous oral or written agreements, arrangements,
        representations or understandings of any kind relating to the subject matter
        hereof.
   -2-
 **IN
        WITNESS WHEREOF** ,
        the
        parties have caused this Amendment to be duly executed as of the day and
        year
        first above written.
 
 **BORROWER**
 **NUWAY
        MEDICAL, INC.**
  /s/Dennis
        Calvert
 
 Dennis
        Calvert, President
   **LENDER**
  **/s/James
        Seay, DDS**
 
 **James
        Seay, DDS**
 **8089
        Walnut Run**
 **Suite
        1**
 **Cordova,
        TN 38108**
 **901-753-0070**
 
 
 -3-