**EXHIBIT
        10.24**
  **CONVERTIBLE
        TERM NOTE**
  THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE
        SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
        TO
        AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES
        ACT
        AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE EXEMPTION
        FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
  Subscription Amount: [amount]
              Irvine,
                  CaliforniaSubscription
                  Date: [date]
 
 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 “Investor”, as that term is defined below
        (hereafter, together with any subsequent holder hereof, called “ Holder ”),
        at
        its office at “Investor’s Address”, as that term is defined below, or at such
        other place as Holder may direct, the “Subscription Amount”, noted above (the
“ Loan ”),
        payable in full one year from the “Subscription Date”, or at an earlier date as
        provided herein (the “ Maturity
        Date ”).
        This
        Convertible Term Note is duly authorized issue of the Borrower (the
“ Issuer ”),
        issued on the Subscription Date (the “ Issuance
        Date ”),
        and
        designated as its Convertible Term Note due one year from the Issuance Date
        (the
“ Note ”).
  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: (i) before maturity of the Loan, whether by acceleration
        or
        otherwise, at the rate per annum equal to ten percent (10%); (ii) after the
        maturity of the Loan, whether by acceleration or otherwise, until paid, at
        a
        rate per annum equal to fifteen percent (15%).
  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 below.
 
 Accrual
        of interest shall commence as of the Issuance Date. Interest shall be payable
        by
        the Issuer, at the Issuer's option, in cash or in that number of shares of
        Common stock of the Issuer (the “ Common
        Stock ”)
        (at a
        price per share calculated pursuant to the conversion formula contained below),
        upon the earlier to occur of (i) upon conversion of this Note pursuant to
        the
        conversion features set forth below, or (ii) upon an Event of Default as
        defined
        below, and if an Event of Default occurs interest due hereunder shall be
        payable
        in cash or stock as set forth herein at the option of the Holder. Unless
        otherwise agreed in writing by both parties hereto, the interest so payable
        will
        be paid to the person in whose name this Note (or one or more predecessor
        Notes)
        is registered on the records of the Issuer regarding registration and transfers
        of the Note (the “ Note
        Register ”),
        provided, however, that the Issuer’s obligation to a transferee of this Note
        arises only if such transfer, sale or other disposition is made in accordance
        with the terms and conditions contained in the Agreement and this Note.
 
 
 The
        Note
        is subject to the following additional provisions:
 
 1. The
        Issuer shall be entitled to withhold from all payments of principal and/or
        interest of this Note any amounts required to be withheld under the applicable
        provisions of the U.S. Internal Revenue Code of 1986, as amended, or other
        applicable laws at the time of such payments.
  2. This
        Note
        has been issued subject to investment representations of the original Holder
        hereof and may be transferred or exchanged only in compliance with the
        Securities Act and applicable state securities laws and in compliance with
        the
        restrictions on transfer provided in the Agreement. Prior to the due presentment
        for such transfer of this Note, the Issuer and any agent of the Issuer may
        treat
        the person in whose name this Note is duly registered on the Issuer's Note
        register as the owner hereof for the purpose of receiving payment as herein
        provided and all other purposes, whether or not this Note is overdue, and
        neither the Issuer nor any such agent shall be affected by notice to the
        contrary. The transferee shall be bound, as the original Holder by the same
        representations and terms described herein and under the Agreement.
  3. The
        Holder or Issuer may, at its option, at any time convert the principal amount
        of
        this Note or any portion thereof, and any accrued interest thereon, into
        a
        number shares of fully paid and non assessable Common Stock of the Issuer
        pursuant to the following formula: the Subscription Amount divided by [price]
        (" 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
        Holder or Issuer. Each business day on which a Notice of Conversion is
        telecopied in accordance with the provisions hereof shall be deemed a
        "Conversion Date". The Issuer 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 Holder via express
        courier, by electronic transfer (if applicable) or otherwise within ten Business
        Days after the Conversion Date, provided, the Issuer has received the original
        Note being so converted from the Holder. If the Company has not received
        the
        original Note being converted within three Business Days after Conversion
        Date,
        then the Issuer shall transmit the certificates representing the Conversion
        Shares issuable upon such conversion of the Note (together with the certificates
        representing the Note not so converted) to the Holder via express courier,
        by
        electronic transfer (if applicable) or otherwise within five business days
        after
        receipt of the original Notice of Conversion and original Note being converted.
        The Conversion of this note may require that the Issuer amend its charter
        to
        increase the number of common shares authorized and therefore, the conversion
        may not take place prior to the Issuer’s completion of that process. Any delay
        due to such circumstance shall not be an event of default under this Note.
        Issuer shall promptly take action to affect such amendments to its charter.
  -2-
 4. The
        principal amount of this Note, and any accrued interest thereon, shall be
        reduced as per that principal amount indicated on the Notice of Conversion
        upon
        the proper receipt by the Holder of such Conversion Shares due upon such
        Notice
        of Conversion.
  5. The
        number of Conversion Shares shall be adjusted as follows:
  a. If
        the
        Issuer 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.
  6. No
        provision of this Note shall alter or impair the obligation of the Issuer,
        which
        is absolute and unconditional, upon an Event of Default (as defined below),
        to
        pay the principal of, and interest on this Note at the place, time, and rate,
        and in the coin or currency herein prescribed.
  7. Events
        Of
        Default. Each of the following occurrences is hereby defined as an “Event of
        Default”:
  Nonpayment.
                The Borrower shall fail to make any payment of principal, interest,
                or
                other amounts payable hereunder when and as due;
                or  Dissolutions,
                etc.
                The Borrower or any subsidiary shall fail to comply with any provision
                concerning its existence or any prohibition against dissolution,
                liquidation, merger, consolidation or sale of assets;
                or  Litigation.
                Any suit, action or other proceeding (judicial or administrative)
                commenced against the Borrower or any of its subsidiaries, or with
                respect
                to any assets of the Borrower or such subsidiary, shall threaten
                to have a
                material and adverse effect on the asset, condition (financial or
                otherwise) or future operations of the Borrower or such subsidiary;
                or a
                final judgment or settlement in excess of $100,000 in excess of insurance
                shall be entered in, or agreed to in respect of, any such suit, action
                or
                proceeding; or  Noncompliance
                with this Agreement.
                The Borrower shall fail to comply in any material respect with any
                provision hereof, which failure does not otherwise constitute an
                Event of
                Default, and such failure shall continue for ten (10) days after
                the
                occurrence of such failure; or  Bankruptcy.
                Any bankruptcy, insolvency, reorganization, arrangement, readjustment,
                liquidation, dissolution, or similar proceeding, domestic or foreign,
                is
                instituted by or against the Borrower or any of its subsidiaries,
                or the
                Borrower or any of its subsidiaries shall take any step toward, or
                to
                authorize, such a proceeding; or  Insolvency.
                The Borrower becomes insolvent, generally shall fail or be unable
                to pay
                its debts as they mature, shall admit in writing its inability to
                pay its
                debts as they mature, shall make a general assignment for the benefit
                of
                its creditors, shall enter into any composition or similar agreement,
                or
                shall suspend the transaction of all or a substantial portion of
                its usual
                business.   -3-
 If
        one or
        more "Events of Default" shall occur, then, or at any time thereafter, and
        in
        each and every such case, unless such Event of Default shall have been waived
        in
        writing by the Holder (which waiver shall not be deemed to be a waiver of
        any
        subsequent default) or cured as provided herein, at the option of the Holder,
        and in the Holder's sole discretion, the Holder may elect to consider this
        Note
        (and all interest through such date) immediately due and payable. In order
        to so
        elect, the Holder must deliver written notice of the election and the amount
        due
        to the Borrower via certified mail, return receipt requested, at the Borrower’s
        address as set forth herein (or any other address provided to the Holder),
        and
        thereafter the Borrower shall have ten business days upon receipt to cure
        the
        Event of Default, pay the Note, or convert the amount due on the Note pursuant
        to the conversion formula set forth above. It is agreed that in the event
        of
        such action, such Holder shall be entitled to receive all reasonable fees,
        costs
        and expenses incurred, including without limitation such reasonable fees
        and
        expenses of attorneys. The parties acknowledge that a change in control of
        the
        Issuer shall not be deemed to be an Event of Default as set forth
        herein.
  8.  In
        case
        any provision of this Note is held by a court of competent jurisdiction to
        be
        excessive in scope or otherwise invalid or unenforceable, such provision
        shall
        be adjusted rather than voided, if possible, so that it is enforceable to
        the
        maximum extent possible, and the validity and enforceability of the remaining
        provisions of this Note will not in any way be affected or impaired
        thereby.
  9.  The
        Holder shall have the right, if applicable, to include all of the Conversion
        Shares underlying this Note (the "Registrable Securities") as part of any
        registration of securities filed by the Issuer (other than in connection
        with a
        transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
        to
        Form S-4 or S-8) and must be notified in writing of such filing as soon as
        reasonably practicable; PROVIDED, HOWEVER, that the Holder agrees it shall
        not
        have any piggy-back registration rights pursuant to this Note if the Conversion
        Shares underlying this Note may be sold in the United States pursuant to
        the
        provisions of Rule 144 without any restriction on resale. Holder shall have
        five
        business days after receipt of the aforementioned notice from the Issuer,
        to
        notify the Issuer in writing as to whether the Issuer is to include Holder
        or
        not include Holder as part of such registration; PROVIDED, HOWEVER, that
        if any
        registration pursuant to this paragraph shall be underwritten, in whole or
        in
        part, the Issuer may require that the Registrable Securities requested for
        inclusion pursuant to this paragraph be included in the underwriting on the
        same
        terms and conditions as the securities otherwise being sold through the
        underwriters. If in the good faith judgment of the underwriter evidenced
        in
        writing of such offering only a limited number of Registrable Securities
        should
        be included in such offering, or no such shares should be included, the Holder,
        and all other selling stockholders, shall be limited to registering such
        proportion of their respective shares as shall equal the proportion that
        the
        number of shares of selling stockholders permitted to be registered by the
        underwriter in such offering bears to the total number of all shares then
        held
        by all selling stockholders desiring to participate in such offering. All
        registration expenses incurred by the Issuer in complying with the terms
        of this
        Note shall be paid by the Issuer, exclusive of underwriting discounts,
        commissions and legal fees and expenses for counsel to the Holder.
  This
        Note
        does not entitle the Holder hereof to any voting rights or other rights as
        a
        shareholder of the Issuer prior to the conversion into Common Stock thereof,
        except as provided by applicable law. If, however, at the time of the surrender
        of this Note and conversion the Holder hereof shall be entitled to convert
        this
        Note, the Conversion Shares so issued shall be and be deemed to be issued
        to
        such holder as the record owner of such shares as of the close of business
        on
        the Conversion Date.
  -4-
 IN
        WITNESS WHEREOF, the Issuer has caused this Convertible Term Note to be duly
        executed by an officer thereunto duly authorized.
 
 **NUWAY
        MEDICAL, INC.**
 
 
 By_____________________________
 Name:
        Dennis Calvert, its President
 
 
 **ACKNOWLEDGED
        AND ACCEPTED:**
 
 
 Investor
        Name: [investor]
 
 Investor
        Signature:_______________________
 
 
 -5-