EX. 10.26

                                    EXHIBIT A

                   AMENDED AND RESTATED CONVERTIBLE TERM NOTE

$ 420,000                                                      Chicago, Illinois
                                             Originally Executed:  June 10, 2003
                                 Amended and Restated Effective:  March 30, 2004
                                                 Maturity Date:  August 31, 2004


           FOR VALUE RECEIVED, NUWAY MEDICAL, INC., a corporation organized
under the laws of the state of Delaware ("BORROWER"), promises to pay to the
order of AUGUSTINE II, LLC, a limited liability company formed under the laws of
the State of Delaware (hereafter, together with any subsequent holder hereof,
called "LENDER"), at its office 141 West Jackson Blvd., Suite 2182, Chicago,
Illinois 60604, or at such other place as Lender may direct, the principal sum
of FOUR HUNDRED TWENTY THOUSAND United States Dollars ($420,000) (the "LOAN"),
payable in full on August 31, 2004 or at an earlier date as provided in Section
3.2 of the Term Loan Agreement (as defined hereinafter). This Note is
convertible at the Lender's option as provided below.

           Borrower agrees to pay interest on the unpaid principal amount from
time to time outstanding hereunder on the dates and at the rate or rates as set
forth in the Term Loan Agreement.

           This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Term Loan Agreement. This Note
amends and restates in its entirety the Term Note which was previously executed
and delivered by Borrower to Lender on June 10, 2003 (the "ORIGINAL NOTE"). It
is the intent of the parties hereto that the Original Note, as restated hereby,
shall re-evidence the Term Loan under the Loan Agreement and is in no way
intended to constitute repayment or a novation of any of the indebtedness which
is evidenced by the Loan Agreement or the Original Note or any of the other Loan
Documents executed in connection therewith. The Lender and any holder hereof is
entitled to the benefits of the Loan Agreement and the other Loan Documents, and
may enforce the agreements of the Borrower contained therein, and any holder
hereof may exercise the respective remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the respective terms
thereof. All capitalized terms used in this Note and not otherwise defined
herein shall have the same meanings herein as in the Loan Agreement.

           Payments of both principal and interest are to be made in immediately
available funds in lawful money of the United States of America, or in Common
Stock of the Borrower as set forth in the Term Loan Agreement.

           This Note evidences indebtedness incurred under a Term Loan Agreement
dated as June 10, 2003, as amended by Amendment No. 1 to Term Loan Agreement
dated as of the date hereof executed by and between Borrower and Lender (and, if
amended, restated or replaced, all amendments, restatements and replacements
thereto or therefor, if any) (the "TERM LOAN AGREEMENT"), to which Term Loan
Agreement reference is hereby made for a statement of its terms and provisions,
including without limitation those under which this Note may be paid prior to
its due date or have its due date accelerated.


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           This Note and any document or instrument executed in connection
herewith shall be governed by and construed in accordance with the internal law
of the State of Illinois, and shall be deemed to have been executed in the State
of Illinois. Unless the context requires otherwise, wherever used herein the
singular shall include the plural and vice versa. This Term Note shall bind
Borrower successors and assigns, and shall inure to the benefit of Lender, its
successors and assigns, except that Borrower may not transfer or assign any of
its rights or interest hereunder without the prior written consent of Lender.
Borrower agrees to pay upon demand all expenses (including without limitation
reasonable attorneys' fees, legal costs and expenses, and time charges of
attorneys who may be employees of Lender, in each case whether in or out of
court, in original or appellate proceedings or in bankruptcy) incurred or paid
by Lender or any holder hereof in connection with the enforcement or
preservation of its rights hereunder or under any document or instrument
executed in connection herewith. Borrower expressly and irrevocably waives
presentment, protest, demand and notice of any kind in connection herewith.

CONVERSION

           (a) Lender may, at any time while the Note is outstanding prior to or
on the Term Loan Maturity Date and thereafter during the continuance of any
Event of Default, convert (a "CONVERSION EVENT") some or all of the outstanding
principal and, if Lender so elects, some or all accrued and unpaid interest
hereunder into Common Stock of the Borrower, par value $0.00067 (the "COMMON
STOCK").

           (b) To effect a Conversion Event Lender shall execute and deliver to
the Company a CONVERSION NOTICE (attached hereto as Exhibit 1), and, in the
event that the entire amount outstanding under this Note is converted, Lender
shall also surrender this Note to the Company for cancellation.

           (c) The number of shares to be received by Lender upon any Conversion
Event shall be equal to the (i) the total sum of indebtedness specified in the
Conversion Notice as being subject to conversion, divided by (ii) the product of
0.85 and the average of the last five closing bids for the Company's Common
Stock received prior to the date of the Conversion Notice.

           (d) All principal and accrued and unpaid interest that is not
converted at the time of a Conversion Event, shall be paid in cash by the
Company on the Term Loan Maturity Date. Interest hereunder shall cease to accrue
with respect to that portion of principal then being converted to equity in
connection with a Conversion Event upon the Company's receipt of a Conversion
Notice.


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           (e) No fractional shares of Common Stock will be issued on conversion
of this Note. If any conversion of this Note results in an obligation to issue a
fraction of a share of Common Stock, the Company will pay the value of that
fractional share in cash.

           (f) All shares of Common Stock issued upon the conversion of this
Note shall be duly authorized, validly issued, non-assessable and free and clear
of all claims, liens or encumbrances. If the shares of Common Stock are
certificated, certificates representing the shares of Common Stock issued upon
conversion hereof shall be delivered to Lender. The Company shall deliver such
certificates or make appropriate notations to show Lender as the record and
beneficial owner of the Conversion Shares within two (2) Trading Days of
receiving a Conversion Notice from Lender, with "Trading Days" defined for
purposes of this Note as a day on which the Common Stock is traded.

           (g) This Note does not by itself entitle Lender to any voting rights
or other rights as a equity holder. In the absence of conversion of this Note,
no provisions of this Note, and no enumeration herein of the rights or
privileges of Lender shall cause Lender to be an equity holder or for any
purpose by virtue hereof.

           (h) Notwithstanding anything to the contrary herein, Lender may not
use its ability to convert this Note if such conversion would result in the
total number of shares of Common Stock deemed beneficially owned by Lender
(together with all shares of Common Stock deemed beneficially owned by any of
Lender's affiliates that would be aggregated for purposes of determining a group
under Section 13(d) of the Exchange Act) exceeding, when issued, 4.9% of the
total issued and outstanding shares of the Company's Common Stock (the
"RESTRICTED OWNERSHIP PERCENTAGE"); provided, however, that (i) Lender shall
have the right at any time and from time to time to increase or decrease its
Restricted Ownership Percentage and otherwise waive in whole or in part the
restrictions of this subparagraph (h) immediately upon written notice to the
Company, and (ii) Lender can make subsequent adjustments pursuant to the
preceding clause (i) any number of times; and provided further that nothing in
the foregoing shall prevent the partial conversion of this Note for such number
of shares of Common Stock as do not exceed the Restricted Ownership Percentage.

           IN WITNESS WHEREOF, the parties have caused this Note to be duly
executed as of the day and year first above written.

                               NUWAY MEDICAL, INC.

                               By:
                                  ----------------------------------------

                               Title:
                                     ------------------------------------


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                                    EXHIBIT 1

                              NOTICE OF CONVERSION

             (To be executed by holder upon conversion of the Note)

TO:     NUWAY MEDICAL, INC.

         The   undersigned,   holder  of  that  certain   Amended  and  Restated
Convertible Term Note in the original  Principal Amount of $420,000,  originally
dated as of June 10, 2003 and amended and restated as of  __________,  2004 (the
"NOTE"),  issued  by Nuway  Medical,  Inc.  (the  "COMPANY"),  hereby  exercises
his/her/its  right to  convert  unpaid  principal  amount of the Note,  equal to
$_______________,  and  accrued  but  unpaid  interest  of the  Note,  equal  to
$_____________, into shares of Common Stock of the Company pursuant to the terms
of the Note.



               Please issue the shares of Common Stock as follows:


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                        Print or Type Name of Stockholder


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                   Social Security or Other Identifying Number


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                                 Street Address


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City                    State                                   Zip Code

and deliver it to the above  address,  unless a different  address is  indicated
below.



Dated:
      -----------------------       ---------------------------------------
                                    Signature

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Note)