EX. 4.6

      THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT
      BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
      ACT OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED  UNLESS THERE IS
      AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACTS COVERING THIS
      WARRANT AND THE  SECURITIES  REPRESENTED BY THIS WARRANT OR PURSUANT
      TO AN  EXEMPTION  FROM  THE  REGISTRATION  AND  PROSPECTUS  DELIVERY
      REQUIREMENTS OF SUCH ACTS.


                               NUWAY MEDICAL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

                                     [Date]

WARRANT NO. ___


      THIS  CERTIFIES  THAT,  for  value  received,  [INVESTOR],  a  corporation
organized under the laws of the state of [STATE] (the "Holder"),  is entitled to
subscribe for and purchase  from NUWAY  MEDICAL,  INC., a corporation  organized
under the laws of the state of Delaware (the "Company"),  commencing at the time
periods  prescribed  herein  and ending at 5:00 p.m.  pacific  time on the third
(3rd)  calendar  anniversary  of the  date  hereof,  three  hundred  ninety-nine
thousand,  three hundred  twenty-two  (399,322)  shares (the "Shares") of common
stock, par value,  $0.00067,  of the Company (the "Common Stock").  The exercise
price for each Share subject to this Warrant (the  "Warrant  Price") is equal to
$0.20. The number of Shares and the Warrant Price are subject to adjustment from
time to time as  provided  in Section 4 of this  Warrant,  however the number of
shares that are issued or potentially  issued to the Holder shall never be equal
to or exceed 20% of the issued and  outstanding  common shares as of the date of
this agreement.

      This Warrant is issued in  connection  with and as  consideration  for the
services  provided by the Holder to the  Company as set forth in the  consulting
agreement dated the date hereof by and between the Company and the Holder.

      1. Method of  Exercise;  Payment;  Issuance of New  Warrant.  The purchase
right represented by this Warrant may be exercised by the Holder, in whole or in
part,  subject to the  limitation  set forth below,  and from time to time,  not
prior to six months after the issue date,  by (i) the  surrender of this Warrant
(with a notice  of  exercise  in the form  attached  hereto as  Exhibit  A, duly
executed)  at the  principal  office of the  Company and (ii) the payment to the
Company,  by check or wire transfer of funds to an account  specified in writing
by the Company, of an amount equal to the aggregate Warrant Price. The Shares so
purchased, representing the aggregate number of shares specified in the executed
Exhibit A,  shall be  delivered  to the Holder  within a  reasonable  time,  not
exceeding  ten (10)  business  days,  after  this  Warrant  shall  have  been so
exercised.  Upon  receipt by the  Company  of this  Warrant at the office of the
Company,  in proper form for exercise and accompanied by the amount equal to the
aggregate  Warrant Price,  the Holder shall be deemed to be the holder of record
of the  Shares  issuable  upon  such  exercise,  notwithstanding  that the stock
transfer  books  of the  Company  shall  then be  closed  or  that  certificates
representing such Shares shall not then be actually delivered to the Holder.

<PAGE>

      Notwithstanding anything else herein to the contrary, the Holder shall not
have the right,  and the Company shall not have the obligation,  to exercise all
or any portion of the  Warrants  if and to the extent  that the  issuance to the
Holder of shares of Common Stock upon such exercise of the Warrants would result
in the  Holder  being  deemed the  "beneficial  owner" of 5% or more of the then
outstanding  shares of Common Stock of the Company within the meaning of Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended,  and the  rules
promulgated thereunder.

      If this Warrant shall have been exercised only in part, the Company shall,
at the time of  delivery  of such  Shares,  deliver to the Holder a new  Warrant
evidencing  the  right to  purchase  the  remaining  Shares  called  for by this
Warrant,  which new Warrant shall in all other  respects be identical  with this
Warrant, or, at the request of Holder,  appropriate notation may be made on this
Warrant which shall then be returned to Holder.

      2.  Exercise.  The Holder  shall pay the Warrant  Price to the Company for
each Warrant that it exercises.  The Company may "call" the Warrant in the event
that the price per share of the  Company's  common  stock has traded at or above
$0.35 for ten  consecutive  days.  In such event,  the Company  shall notify the
Holder in writing of such event and its election to call the Warrant. The Holder
shall have ten (10) business days to pay the Warrant Price to the Company. After
the 10th day the Holder  loses all rights  under this Warrant for all shares not
exercised.

      3. Stock Fully Paid;  Reservation of Shares. All Shares that may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be fully paid and  nonassessable,  and free from all preemptive  rights,  taxes,
liens and charges with respect to the issue thereof; provided, however, that the
Company  shall not be required  to pay any  transfer  taxes with  respect to the
issue of shares in any name other  than that of the  registered  holder  hereof.
During the period  within  which the rights  represented  by this Warrant may be
exercised,  the Company will at all times have authorized,  and reserved for the
purpose of the issue upon  exercise of the  purchase  rights  evidenced  by this
Warrant,  a  sufficient  number of shares of  Common  Stock to  provide  for the
exercise of the rights  represented  by this  Warrant.  The Company shall at all
times  take all such  action  and  obtain  all such  permits or orders as may be
necessary to enable the Company  lawfully to issue such Common Stock as duly and
validly  issued,  fully paid and  nonassessable  shares upon exercise in full of
this Warrant.

      4.  Adjustment.  This Warrant shall be subject to adjustment  from time to
time upon the occurrence of certain events, as follows:

            (a)  Adjustment  for Stock Splits and  Combinations.  If the Company
shall  at any  time or from  time  to  time  after  the  date  hereof  effect  a
subdivision of the  outstanding  Common Stock,  the Warrant Price then in effect
immediately before that subdivision shall be proportionately  decreased.  If the
Company shall at any time or from time to time after the date hereof combine the
outstanding  Common Stock, the Warrant Price then in effect  immediately  before
the combination shall be  proportionately  increased.  Any adjustment under this
subsection  shall  become  effective  at the close of  business  on the date the
subdivision or combination becomes effective.

            (b) Adjustment for Certain Dividends and Distributions. In the event
the Company at any time or from time to time after the date hereof shall make or
issue a dividend or other  distribution  payable in additional  shares of Common
Stock,  then and in each such event the Warrant  Price shall be  decreased as of
the time of such issuance, by multiplying the Warrant Price by a fraction:

            (x)   the  numerator of which shall be the total number of shares of
                  Common Stock issued and outstanding  immediately  prior to the
                  time of such issuance; and

            (y)   the  denominator  of which shall be the total number of shares
                  of Common Stock issued and  outstanding  immediately  prior to
                  the time of such  issuance plus the number of shares of Common
                  Stock issuable in payment of such dividend or distribution.

                                     - 2 -
<PAGE>

            (c)  Adjustment  of Number of Shares.  Upon each  adjustment  of the
Warrant  Price  pursuant to either  Section  4(a) or 4(b) of this  Warrant,  the
number of shares of Common Stock purchasable upon exercise of this Warrant shall
be adjusted to the number of shares of Common  Stock,  calculated to the nearest
one hundredth of a share, obtained by multiplying the number of shares of Common
Stock purchasable  immediately prior to such adjustment upon the exercise of the
Warrant by the Warrant Price in effect prior to such adjustment and dividing the
product so obtained by the new Warrant Price.

            (d) Adjustment for Reclassification,  Exchange and Substitution.  If
the Common Stock issuable upon the exercise of this Warrant are changed into the
same or different number of shares of any class or classes of stock,  whether by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination  provided  for in Section  4(a) above,  a dividend  or  distribution
provided for in Section 4(b) above, or a reorganization,  merger,  consolidation
or sale of assets,  provided for in Section  4(e)  below),  then and in any such
event the Holder shall have the right  thereafter  to exercise this Warrant into
the  kind  and  amount  of stock  and  other  securities  receivable  upon  such
recapitalization,  reclassification or other change, by holders of the number of
shares  of Common  Stock  for  which  this  Warrant  might  have been  exercised
immediately prior to such recapitalization, reclassification or change.

            (e) Reorganization,  Mergers,  Consolidations or Sales of Assets. If
at any time or from time to time there is a capital reorganization of the Common
Stock  (other than a  subdivision  or  combination  provided for in Section 4(a)
above,  a dividend or  distribution  provided  for in Section  4(b) above,  or a
reclassification  or exchange of shares provided for in Section 4(d) above) or a
merger or consolidation of the Company with or into another entity, or a sale of
all or  substantially  all of the Company's  properties  and assets to any other
person or entity, then, as a part of such reorganization,  merger, consolidation
or sale, provision shall be made so that the Holder shall thereafter be entitled
to receive upon  exercise of this Warrant the number of shares of stock or other
securities,  money  or  property  of the  Company,  or of the  successor  entity
resulting from such merger or consolidation or sale, to which a holder of Common
Stock  deliverable  upon  conversion  would have been  entitled on such  capital
reorganization, merger, consolidation, or sale. The Company shall not effect any
reorganization,  merger,  consolidation or sale unless prior to the consummation
thereof each entity or person  (other than the Company)  that may be required to
deliver any cash, securities or other property upon the exercise of this Warrant
shall assume, by written  instrument  delivered to the Holder, the obligation to
deliver to the Holder such cash,  securities or other  property as in accordance
with the  foregoing  provisions  the  Holder may be  entitled  to  receive.  The
foregoing  provisions of this Section 4(e) shall  similarly  apply to successive
reorganizations, mergers, consolidations and sales.

            (f) No  Impairment.  The  Company  will  not,  by  amendment  of its
Articles of  Incorporation  or through any  reorganization,  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 the Company but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section and in the taking of all such action as may be necessary or  appropriate
in order to protect  the  conversion  rights of the Holder  against  dilution or
other impairment.  Without limiting the generality of the foregoing, the Company
will not issue any capital stock of any class which is preferred as to dividends
or  as  to  the  distribution  of  assets  upon  the  voluntary  or  involuntary
dissolution, liquidation or winding up of the Company.


                                     - 3 -
<PAGE>

            (g) Notice of  Adjustments.  Whenever this Warrant shall be adjusted
pursuant to this Section 4, the Company  shall make a  certificate  signed by an
officer of the Company setting forth, in reasonable  detail, the event requiring
the  adjustment,  the  amount  of the  adjustment,  the  method  by  which  such
adjustment was calculated,  and the new Warrant Price and the type or the number
of Shares  purchasable  after giving effect to such adjustment,  and shall cause
copies of such  certificate to be mailed (by first class mail,  postage prepaid)
to the Holder.

      5. The Company's Obligation to Make Payments.

            (a)  Dividends  and  Distributions.  In the event the Company at any
time or from time to time after the date  hereof  shall make or issue a dividend
or other distribution,  whether payable in cash, securities or other property of
the Company, with respect to any of its capital stock for which an adjustment is
not made pursuant to Section 4 of this Warrant, then and in each such event, the
Company  shall  concurrently  make a cash  payment  to the  Holder  equal to the
product of (i) the quotient obtained by dividing (x) the amount of cash plus the
fair value of any property or securities distributed by (y) the number of shares
of Common Stock outstanding on the record date for such dividend or distribution
and (ii) the number of Shares on such record date.

            (b)  Redemption  of Capital  Stock.  In the event the Company at any
time or from time to time after the date hereof shall  repurchase  or redeem any
of its  capital  stock or any rights,  including  without  limitation,  options,
warrants  or other  convertible  or  exchangeable  securities,  to acquire  such
capital stock, then and in each such event, the Company shall  concurrently make
a cash payment to the Holder  equal to the product of (i) the quotient  obtained
by dividing (x) the aggregate amount of cash and the aggregate fair value of any
property  paid out by the  Company in  connection  with any such  repurchase  or
redemption  by (y) the number of shares of Common Stock  outstanding  on a fully
diluted basis immediately after such repurchase or redemption and (2) the number
of Shares.

      6. Notice of Record Date. In the event:

            (1)   that  the   Company   declares  a   dividend   (or  any  other
                  distribution) on any of its capital stock  (including  without
                  limitation, its Common Stock);

            (2)   that the  Company  repurchases  or redeems  any of its capital
                  stock (including without limitation,  its Common Stock) or any
                  rights to acquire such capital stock;

            (3)   that the Company subdivides or combines its outstanding shares
                  of Common Stock;

            (4)   of  any  reclassification  of  the  Common  Stock,  or of  any
                  consolidation, merger or share exchange of the Company into or
                  with another  entity,  or of the sale of all or  substantially
                  all of the assets of the Company;

            (5)   of the  involuntary or voluntary  dissolution,  liquidation or
                  winding up of the Company; or

            (6)   of any offer of its Common Stock or any rights to acquire such
                  Common Stock for consideration  paid per share of Common Stock
                  less than the Warrant Price then in effect.

then the  Company  shall  notify  the  Holder at least 30 days prior to the date
specified in (A), (B) or (C) below, in writing stating:

            (A) the  record  date of such  dividend,  distribution,  repurchase,
      redemption,  subdivision  or  combination,  or,  if a record  is not to be
      taken,  the date as to which the  holders of Common  Stock of record to be
      entitled  to  such   dividend,   distribution,   repurchase,   redemption,
      subdivision or combination are to be determined;


                                     - 4 -
<PAGE>

            (B) the date on which such reclassification,  consolidation, merger,
      share exchange,  sale, dissolution,  liquidation or winding up is expected
      to become effective,  and the date as of which it is expected that holders
      of Common  Stock of record  shall be entitled to exchange  their shares of
      Common  Stock  for  securities  or other  property  deliverable  upon such
      reclassification,  consolidation, merger, sale, dissolution or winding up;
      or

            (C) the date on  which  such  offering  of its  Common  Stock or any
      rights to acquire  such Common Stock for  consideration  paid per share of
      Common   Stock  less  than  the  Warrant   Price  is  expected  to  become
      consummated.

      7. Compliance with Securities Act; Disposition of Warrant or Common Stock.

            (a)  Compliance  with  Securities  Act.  The Holder,  by  acceptance
hereof,  agrees  that this  Warrant  and the Shares to be issued  upon  exercise
hereof are being  acquired for  investment  and that such Holder will not offer,
sell or otherwise  dispose of this Warrant or any Common Stock to be issued upon
exercise hereof except under  circumstances which will not result in a violation
of the  Securities  Act of 1933, as amended (the "Act").  All Shares issued upon
exercise of this Warrant (unless registered under the Act or sold or transferred
pursuant to Rule 144  promulgated  under the Act) shall be stamped or  imprinted
with a legend in substantially the following form:

      "THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
      1933  OR THE  SECURITIES  ACTS OF ANY  STATE  AND MAY NOT BE SOLD OR
      TRANSFERRED  UNLESS  THERE IS AN  EFFECTIVE  REGISTRATION  STATEMENT
      UNDER SUCH ACTS  COVERING  THIS SECURITY OR PURSUANT TO AN EXEMPTION
      FROM THE REGISTRATION AND PROSPECTUS  DELIVERY  REQUIREMENTS OF SUCH
      ACTS."

            (b)  Disposition  of  Warrant  or  Shares.  Subject to the terms and
conditions of this Warrant and applicable  securities laws, this Warrant and the
rights represented by this Warrant may be transferred,  assigned or pledged,  in
whole or in part with prior written notice to the Company. Any transfer shall be
accompanied by the Notice of Transfer form attached hereto as Exhibit B.

      8. Rights as  Shareholders.  The Holder  shall not, by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

      9. Representations and Warranties.  The Company represents and warrants to
the Holder as follows:

            (a) This  Warrant  has been  duly  authorized  and  executed  by the
Company and is a valid and binding  obligation  of the  Company  enforceable  in
accordance with its terms;

            (b) The Shares have been duly  authorized  and reserved for issuance
by the Company and,  when issued in accordance  with the terms  hereof,  will be
validly issued, fully paid and nonassessable;

            (c) The rights, preferences,  privileges and restrictions granted to
or  imposed  upon the  Shares and the  holders  thereof  are as set forth in the
Company's Articles of Incorporation;

            (d) The  execution  and  delivery of this  Warrant are not,  and the
issuance of the Shares  upon  exercise of this  Warrant in  accordance  with the
terms  hereof  will  not  be,   inconsistent  with  the  Company's  Articles  of
Incorporation or by-laws,  do not and will not contravene any law,  governmental
rule or regulation, judgment or order applicable to the Company, and, except for
consents  that have  already been  obtained by the Company,  do not and will not
conflict with or contravene any provision of, or constitute a default under, any
indenture,  mortgage,  contract  or other  instrument  of which the Company is a
party or by which it is bound or require the consent or approval  of, the giving
of notice to, the registration with or the taking of any action in respect of or
by, any federal,  state or local government authority or agency or other person;
and

                                     - 5 -
<PAGE>

            (e)   Capitalization.   As  of  the   date  of  this   Warrant   the
capitalization of the Company is as follows:

            (i) Common Stock. A total of 100,000,000 authorized shares of Common
            Stock, of which 35,186,486  shares were issued and outstanding.  All
            of such  outstanding  shares  are  validly  issued,  fully  paid and
            non-assessable.  No  shares  of the  Common  Stock  are  held in the
            Company's treasury.

            (ii)  Preferred  Stock. A total of 25,000,000  authorized  shares of
            Preferred   Stock,   of  which   559,322   shares  were  issued  and
            outstanding.

            (iii) Options, Warrants, Reserved Shares. Except as disclosed in the
            Form  10-KSB for the period  ended  December  31,  2002 filed by the
            Company, or the Form 10-QSB filed by the Company (or provided to the
            Holder if not filed) for the period ended June 31,  2003,  there are
            no outstanding options,  warrants,  rights (including  conversion or
            preemptive  rights) or  agreements  for the purchase or  acquisition
            from  the  Company  of  any  shares  of  its  capital  stock  or any
            securities   convertible   into  or   ultimately   exchangeable   or
            exercisable for any shares of the Company's capital stock. No shares
            of the Company's  outstanding  capital stock, or stock issuable upon
            exercise,   conversion  or  exchange  of  any  outstanding  options,
            warrants or rights,  or other stock  issuable  by the  Company,  are
            subject to any rights of first  refusal or other  rights to purchase
            such stock  (whether in favor of the  Company or any other  person),
            pursuant to any  agreement,  commitment  or other  obligation of the
            Company.

      10. Registration  Rights. If the Company proposes to file any registration
statement  under the Act (other than Form S-8),  with  respect to an offering of
any equity securities,  then the Company shall give the Holder written notice of
such proposed  filing as soon as  practicable  (but in no event less than thirty
(30) days  before  the  anticipated  initial  filing  date of such  registration
statement),  and such notice shall offer the Holder the  opportunity to register
such number of Shares as the Holder shall request (the "Piggyback Shares").  The
Company shall bear all costs of  registering  the Piggyback  Shares,  except for
underwriting  discounts or commissions if the registration  statement relates to
an  underwritten  offering.  Any  registration  rights granted by this paragraph
expire when shares  issued  pursuant to this Warrant  Agreement are eligible for
sale under Rule 144(k) of the Securities Act of 1933.

      11.  Modification and Waiver. This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

      12. Notices.  Except as otherwise  expressly  provided herein, all notices
and other  communications  provided for hereunder shall be in writing (including
telegraphic,  telex, telecopier or cable communication) and mailed, telegraphed,
telexed, telecopied,  cabled or delivered to the applicable party at its address
specified  opposite its  signature  below,  or at such other address as shall be
designated by such party in a written notice to the other.  All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied or cabled or
sent by overnight courier,  be effective when deposited in the mails,  delivered
to the telegraph company,  cable company or overnight  courier,  as the case may
be, or sent by telex or telecopier.

                                     - 6 -
<PAGE>

      13. Descriptive Headings. The descriptive headings of the several sections
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

      14.  Governing  Law.  THIS WARRANT AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE.

      15. Binding  Effect on Successors.  This Warrant shall be binding upon any
entity succeeding the Company by merger,  consolidation or acquisition of all or
substantially  all of the Company's  assets,  and all of the  obligations of the
Company  relating to the Common Stock issuable upon the exercise of this Warrant
shall  survive the  exercise,  and  termination  of this  Warrant and all of the
covenants  and  agreements  of the  Company  shall  inure to the  benefit of the
successors and assigns of the Holder.

      16.  Severability.  In case any one or more of the provisions contained in
this Warrant  shall be invalid,  illegal or  unenforceable  in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions,  the economic effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

      17. Lost  Warrants or Stock  Certificates.  The Company  covenants  to the
Holder that upon receipt of evidence  reasonably  satisfactory to the Company of
the  loss,  theft,  destruction,  or  mutilation  of this  Warrant  or any stock
certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
receipt of an indemnity  reasonably  satisfactory to the Company, or in the case
of any such mutilation upon surrender and  cancellation of such Warrant or stock
certificate,  the  Company  will  make  and  deliver  a  new  Warrant  or  stock
certificate,  of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.


                            [Signature Page Follows]


                                     - 7 -
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and
delivered  by its  duly  authorized  officer  on the day and  year  first  above
written.

                                  NUWAY MEDICAL, INC.

                                           /S/
                                  By:
                                       -----------------------------------------
                                       Name:      Dennis Calvert
                                       Title:     President

                                  Address:        23461 South Pointe, Suite 200
                                                  Laguna Hills, California 92653
                                                  Attention: President
                                                  Facsimile: 949 454-9066


ACKNOWLEDGED AND ACCEPTED:

[INVESTOR]

/S/

----------------------------------
Address: [INVESTOR ADDRESS]

         Facsimile:  [FAX NUMBER]


                                     - 8 -

<PAGE>


                                    EXHIBIT A

                               NOTICE OF EXERCISE


TO:      NUWAY MEDICAL, INC.

         (1) The  undersigned  hereby  elects to purchase  __________  shares of
Common  Stock of NUWAY  MEDICAL,  INC.  pursuant  to the  terms of the  attached
Warrant,  and, unless such Warrant allows the exercise to be "cashless," tenders
herewith payment of the Warrant Price for such shares in full.

         (2) Please issue a certificate or certificates representing said shares
of  Common  Stock in the name of the  undersigned  or in such  other  name as is
specified below:


                                               _________________________________
                                                            (Name)


                                               _________________________________
                                                            (Name)


         (3)  Please  issue a new  Warrant  for the  unexercised  portion of the
attached  Warrant  in the name of the  undersigned  or in such  other name as is
specified below:


                                               _________________________________
                                                            (Name)


                                               _________________________________
                                                           (Address)


                                               _________________________________
                                                          (Signature)


                                               _________________________________
                                                             (Date)



<PAGE>


                                    EXHIBIT B

                               NOTICE OF TRANSFER
                  (To be signed only upon transfer of Warrant)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ____________________________________________  the right represented by the
attached  Warrant to  purchase  __________  shares of the Common  Stock of NUWAY
MEDICAL,   INC.,   to  which  the  attached   Warrant   relates,   and  appoints
_____________________  as Attorney to transfer  such right on the books of NUWAY
MEDICAL, INC., with full power of substitution in the premises.

         Dated:
               -----------------------------

                                               _________________________________
                                               (Signature  must  conform  in all
                                               respects   to  the  name  of  the
                                               Holder as  specified  on the face
                                               of the Warrant)

                                               _________________________________


                                               _________________________________
                                                          (Address)


Signed in the presence of:+
                          ------------------------------------