<PAGE>
Exhibit 10.10





                            ASSET PURCHASE AGREEMENT
                                      among
                             CAMDEN HOLDINGS, INC.,
                           GENESIS HEALTH TECH, INC.,
                                       and
                               NUWAY ENERGY, INC.

                                  June 28, 2002

<PAGE>


         This  ASSET  PURCHASE  AGREEMENT,  is made as of June  28,  2002  (this
"AGREEMENT"),  among  CAMDEN  HOLDINGS  INC, a Nevada  corporation,  ("CAMDEN"),
GENESIS HEALTH TECH, INC, a Nevada  corporation  and wholly owned  subsidiary of
Camden ("GENESIS," and together with Camden,  the "SELLERS"),  and NUWAY ENERGY,
INC., a Delaware corporation (the "PURCHASER").

         WHEREAS,  the  respective  Boards of Directors of Sellers and Purchaser
and the sole  shareholder  of each of Camden and  Genesis  and the  majority  of
shareholders  of Purchaser  have approved the terms of this Agreement and of the
transactions contemplated hereby; and

         WHEREAS,  this  Agreement  provides  for the sale by Sellers of certain
intangible assets to Purchaser;

         WHEREAS,   the   Sellers   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 upon the effectiveness of the Schedule 14C Information Statement
to be filed by  Purchaser in  compliance  with the federal  securities  laws and
regulations (the "INFORMATION STATEMENT");

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




<PAGE>



                             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 $0.00067 per share, of
Purchaser.



<PAGE>



         "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 or licensed by Genesis and/or Camden in connection with the Acquired Assets
(including  any and all  applications,  registrations,  extensions  and renewals
relating  thereto),  and all of the rights,  benefits 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; NO ASSUMPTION OF LIABILITIES



<PAGE>



  PURCHASE AND SALE OF  ASSETS.  Subject  to the  terms and  conditions  of this
      Agreement  and in reliance upon Sellers'  representations  and  warranties
      contained  herein,  at the  Closing  Sellers  will sell,  convey,  assign,
      transfer and deliver,  and Purchaser will acquire the following  assets of
      Genesis: software and medical database of physicians throughout the United
      States in CD Rom format,  which database (i) provides contact  information
      including, but not limited to, names, specialty,  affiliations and medical
      groups  associations  and (ii) can be customized to include any of several
      fields of information including,  but not limited to, geographic locations
      and  medical  specialties.  The  assets of Genesis  as  described  in this
      Section 2.01 are  hereinafter  referred to  collectively  as the "ACQUIRED
      ASSETS."

         2.02.  NO  ASSUMPTION OF  LIABILITIES.  Purchaser  shall not assume and
shall have no obligation  with respect to any and all obligations or Liabilities
arising out of or in connection with the Acquired Assets,  or any claims against
Genesis  and/or Camden that result from,  arise under or in connection  with, or
are related to the Acquired Assets.


                   ARTICLE 3 - THE CLOSING; ACQUISITION PRICE

THE   CLOSING.  The closing of the  transactions  contemplated by this Agreement
      (the  "CLOSING")  shall take place at the offices of Purchaser on the date
      Purchaser's  Information  Statement is declared  effective by the SEC (the
      "CLOSING DATE").

         3.02.  THE  PURCHASE  PRICE.  At the  Closing,  Purchaser  shall pay to
Sellers  the sum of Three  Hundred  Thousand  Dollars  ($300,000),  one  hundred
percent  (100%) of which  shall be paid by shares  of Common  Stock,  based on a
share  value of $0.45 per  share,  for an  aggregate  of Six  Hundred  Sixty-Six
Thousand Six Hundred Sixty-Seven (666,667) shares (the "PURCHASE PRICE").



         3.03.  REGISTRATION  RIGHTS.   Purchaser  shall  use  its  commercially
reasonable  efforts to file a Form SB-2  registration  statement  (or such other
form that it is eligible to use) in order to register  the Common  Stock  issued
pursuant to Section 3.02 for resale and  distribution  under the  Securities Act
with the Securities and Exchange Commission within 180 days of the Closing Date,
and use its commercially reasonable efforts to cause such registration statement
to be declared effective as soon thereafter as commercially practicable.


                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
                                   OF SELLERS

         Sellers hereby jointly and severally represent and warrant to Purchaser
as follows:



<PAGE>



  ORGANIZATION,  GOOD  STANDING  AND  FOREIGN  QUALIFICATION.  Each  Seller is a
      corporation  duly  incorporated  and validly existing and in good standing
      under the laws of the State of Nevada.  Each  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 Sellers.

AUTHORITY RELATIVE TO AGREEMENTS. Sellers have 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 respective Boards of
      Directors of Sellers and do not violate any  provision  of the  respective
      Certificates  of  Incorporation  or Bylaws of Sellers.  The  execution  by
      Sellers  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
      Sellers are a party or by which they are bound, or any law or governmental
      regulation  applicable  to  Sellers,  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 Sellers with, nor are any consents,  registrations,
      approvals,  permits or  authorizations  required to be obtained by Sellers
      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 Sellers of the  transactions  contemplated by this
      Agreement and the Ancillary  Documents.  This  Agreement and the Ancillary
      Documents  constitute  legal,  valid and binding  obligations  of Sellers,
      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.


<PAGE>




         4.03 TAX  MATTERS.  Sellers  have duly and timely filed all Tax returns
and reports required to be filed by Sellers 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 Sellers or the Acquired Assets.  All
of  Sellers'  Tax returns  and  reports  are true and  complete in all  material
respects.  Sellers  have paid all  Taxes  shown to be due on the  aforesaid  Tax
returns  and  reports.  Purchaser  shall not become  liable for any of  Sellers'
liabilities for Taxes as a result of the transactions  contemplated  hereby, and
no unpaid Taxes of Sellers 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
Sellers,   threatened,   against  or  affecting   Sellers  or  the  transactions
contemplated  by this Agreement.  There is not  outstanding  against Sellers any
decision,  judgment, decree, injunction,  rule or order of any court, arbitrator
or Governmental Entity.

<PAGE>






         4.05. BROKERS.  Purchaser shall not have any obligation or liability to
pay any fee or other compensation to any Person engaged by Sellers 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. Sellers are in material compliance with all
federal,  state and local laws,  regulations  and  ordinances  applicable to its
business and operations.

         4.08.  INTELLECTUAL  PROPERTY.  Genesis  and/or  Camden  owns,  or  are
licensed or otherwise  possess  legally  enforceable  rights to use the Acquired
Assets  and the  Intellectual  Property,  free and  clear  of all  Encumbrances.
Sellers do not have any  Knowledge  and Sellers  have 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.
Sellers  have not granted  any  license or other right to any other  Person with
respect to the Acquired Assets or Intellectual Property. To the best of Sellers'
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. Sellers are 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.  CONFIDENTIALITY  AGREEMENTS.  Sellers  have  caused  each person
currently or formerly employed by Sellers (including independent contractors, if
any) that has or had access to  confidential  information  of  Sellers  relating
primarily or  exclusively  to the Acquired  Assets or  Intellectual  Property to
execute and deliver to Sellers a confidentiality,  non-disclosure and assignment
of inventions agreement in one of the standard forms of Sellers.

         4.10.  DISCLOSURE.  No representation or warranty by Sellers 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  Sellers  in
reliance upon each  Seller's  representations  to  Purchaser,  evidenced by each
Seller's  execution of this  Agreement,  that Sellers are  acquiring  the Common
Stock for investment for Sellers' 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.   Each  Seller  understand  and
acknowledge  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 Sellers'  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. KNOWLEDGE AND EXPERIENCE.  Each Seller (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 Sellers'  prospective  investment;
(iii) has been furnished with and has had access to such  information as Sellers
have considered  necessary to verify the accuracy of the  information  supplied;
(iv) has had all  questions  which  have been  asked by  Sellers  satisfactorily
answered by Purchaser; 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.

         4.14.  NOT ORGANIZED TO PURCHASE.  Sellers have not been  organized for
the  purpose  of  purchasing  the Common  Stock.  Each  Seller is an  accredited
investor  as  defined  in Rule  501(a) of  Regulation  D  promulgated  under the
Securities Act.

         4.15. HOLDING  REQUIREMENTS.  Sellers understand that if Purchaser does
not have a registration statement covering the Common Stock under the Securities
Act in effect  when  Sellers  decides to sell the Common  Stock,  Sellers may be
required to hold the Common  Stock for an  indeterminate  period.  Sellers  also
understands  that any sale of the Common  Stock that might be made by Sellers in
reliance  upon  Rule 144 under the  Securities  Act may be made only in  limited
amounts in accordance with the terms and conditions of that rule.

         4.16. LEGEND. Sellers understand that each certificate representing the
Common  Stock  shall be  stamped  or  otherwise  imprinted  with a legend in the
following form:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
         UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD
         OR OFFERED FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED EXCEPT (A)
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH  SECURITIES
         UNDER  THE  ACT,  OR  (B)  PURSUANT  TO A  VALID  EXEMPTION  FROM  SUCH
         REGISTRATION  UNDER THE ACT AND UNDER THE  SECURITIES  LAW OF ANY STATE
         AND UPON RECEIPT BY PURCHASER OF AN OPINION OF COUNSEL  SATISFACTORY IN
         FORM AND SUBSTANCE TO IT THAT ANY SUCH SALE IS IN  COMPLIANCE  WITH, OR
         NOT SUBJECT TO, THE ACT AND STATE SECURITIES LAWS."

         Where  applicable,   Purchaser  shall  remove  such  legend  so  as  to
facilitate the sale of such shares, if and to the extent applicable, pursuant to
Rule 144 under the Act, provided (in the case of Rule 144 sales) that if Sellers
requests  such  removal,  Sellers  shall have  provided  such  documentation  as
Purchaser  and  its  transfer  agent  shall  reasonably  require  in  connection
therewith.


             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
Delaware 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.

         5.02.  CAPITALIZATION.   The  authorized  capital  stock  of  Purchaser
consists of 15,000,000  shares of common stock, par value $0.00067 per share, of
which  7,761,353  are  issued  and  outstanding,  and no  authorized  shares  of
preferred stock.



<PAGE>



         5.03. 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.

         5.04. 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.

         5.05.  GOVERNMENTAL  FILINGS;  NO VIOLATIONS.  Purchaser  shall use its
commercially  reasonable  good  faith  efforts  to file  with  the SEC and  have
declared  effective  the  Information  Statement.  Except  for  the  Information
Statement,  no  notices,  reports or other  filings  are  required to be made by
Purchaser  with,  nor are any  consents,  registrations,  approvals,  permits or
authorizations  required to be  obtained by  Purchaser  from,  any  Governmental
Entity in  connection  with the  execution  and  delivery of this  Agreement  by
Purchaser and the consummation by Purchaser of the transactions  contemplated by
this Agreement and the Ancillary Documents.

         5.06.  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.




<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 SELLERS.  Sellers 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 Sellers or (3)  non-fulfillment  by Sellers of any covenant or agreement
under this Agreement or any Ancillary Document;  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  Sellers  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.

<PAGE>

                      ARTICLE 7 - CONDITIONS TO THE CLOSING

         7.01. EFFECTIVENESS OF INFORMATION STATEMENT. The Information Statement
to be filed by Purchaser shall have been declared effective by the SEC.

         7.02.  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 Sellers 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.

         7.03.  CONDITION TO OBLIGATIONS OF SELLERS.  The obligations of Sellers
to close the transactions contemplated hereby are subject to the satisfaction of
the following condition: 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.


<PAGE>




                             ARTICLE 8 - THE CLOSING

         At the Closing,  the parties shall deliver the following  documents and
instruments and take the following actions:

         8.01. CLOSING PAYMENT. Purchaser shall deliver irrevocable instructions
to cause to be delivered  to Sellers the Purchase  Price as set forth in Section
3.02 hereof.  It is  understood  that the share  certificate(s)  evidencing  the
Common  Stock  will  be  delivered  to  Sellers  at the  Closing  or as  soon as
thereafter as commercially practicable.

         8.02.  TRANSFER  OF  TITLE.  Each of  Sellers  will  deliver  such duly
executed bills of sale as shall be appropriate to convey, transfer and assign to
and to vest in Purchaser  the rights,  title and interest in and to the Acquired
Assets, in the form set forth in Annex A hereto.

         8.03. CD ROM.  Sellers will deliver to Purchaser the Acquired Assets in
CD Rom format.


                        ARTICLE 9 - ADDITIONAL AGREEMENTS

         9.01.  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.

         9.02.  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.

         9.03. 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.

<PAGE>





                         ARTICLE 10 - GENERAL PROVISIONS

         10.01. 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.

         10.02.  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.

         10.03. 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.

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

         10.05. 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 Camden or Genesis:

                  Camden Holdings Inc
                  9595 Wilshire Blvd.
                  Beverly Hills, CA 90210
                  Attention:  Mark Anderson

                  if to Purchaser:

                  NuWay Energy, Inc.
                  19100 Von Karmon Ave., Suite 450
                  Irvine, CA 92612
                  Attention: Dennis Calvert



<PAGE>



         10.06.  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.

         10.07. 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.

         10.08.  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.

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

         10.10. PREPARATION OF Agreement.  Purchaser prepared this Agreement and
the  Ancillary  Agreements  solely on its behalf.  Each party to this  Agreement
acknowledges that: (i) the party had the advice of, or sufficient opportunity to
obtain the advice of, legal counsel  separate and  independent  of legal counsel
for any other party hereto;  (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.

                                             CAMDEN HOLDINGS INC

                                                      /s/
                                             By: _________________________
                                             Name:  Mark Anderson
                                             Title: President,


                                             GENESIS HEALTH TECH, INC


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

                                             NUWAY ENERGY, INC.


                                                      /s/
                                             By: _________________________
                                             Name:  Dennis Calvert
                                             Title:  President


<PAGE>




                                     ANNEX A

                              Form of Bill of Sale


                        GENERAL CONVEYANCE, BILL OF SALE
                                 AND ASSIGNMENT


                  THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated as
of  ____________,   2002  from  CAMDEN  HOLDINGS,  INC.,  a  Nevada  corporation
("Camden"),  and GENESIS HEALTH TECH, INC., a Nevada corporation ("Genesis" and,
together with Camden, the "Sellers"), with respect to the sale of certain of its
assets,  to NUWAY  ENERGY,  INC.,  a  Delaware  corporation  (together  with its
successors and assigns, the "Purchaser"),  is delivered pursuant to that certain
Asset Purchase Agreement,  dated June 28, 2002 (the "Asset Purchase Agreement"),
by and among  Camden,  Genesis  and the  Purchaser.  Defined  terms used  herein
without  definition  have the  meanings  assigned  to such  terms  in the  Asset
Purchase Agreement.

                  KNOW ALL PERSONS BY THESE PRESENTS that, pursuant to the terms
and conditions of the Asset  Purchase  Agreement and for the  consideration  set
forth therein,  the receipt and sufficiency of which are hereby  acknowledged by
the Sellers, the Sellers hereby sell, convey,  transfer,  assign, and deliver to
Purchaser  forever all of the Sellers' rights,  title and interest in and to the
Acquired Assets in accordance with Section 2.01 of the Asset Purchase Agreement.

                  TO HAVE AND TO HOLD  the  same  unto  Purchaser.  Each  Seller
hereby  constitutes  and  appoints  Purchaser  the true and lawful  attorney  or
attorneys  of such  Seller,  with  full  power of  substitution,  in the name of
Purchaser  or in the name of such  Seller,  but by and on  behalf of and for the
sole benefit of  Purchaser,  to demand and receive from time to time any and all
of the Acquired Assets and from time to time to institute and prosecute,  in the
name  of the  Sellers  or  otherwise  on  behalf  of the  Sellers,  any  and all
proceedings at law, in equity or otherwise which Purchaser may deem necessary or
desirable  in order to receive,  collect,  assert or enforce  any right,  title,
benefit or interest of any kind in or to the  Acquired  Assets and to defend and
compromise any and all actions,  suits or proceedings in respect  thereof and to
do all such acts and things and execute any  instruments in relation  thereto as
Purchaser shall deem advisable.  Without limitation of any of the foregoing, the
Sellers hereby authorize any authorized  representative  of Purchaser to endorse
or assign any  instrument,  contract or chattel  paper  relating to the Acquired
Assets.  The Sellers  agree that the foregoing  appointment  made and the powers
hereby  granted are coupled  with an interest  and shall be  irrevocable  by the
Sellers.

                  All of the terms and  provisions  of this General  Conveyance,
Bill of  Sale  and  Assignment  will be  binding  upon  the  Sellers  and  their
successors  and assigns and will inure to the  benefit of  Purchaser;  provided,
that nothing in this General Conveyance, Bill of Sale and Assignment, express or
implied, is intended or shall be construed to confer upon or give to any Person,
firm,  partnership,  corporation or other entity other than Purchaser any rights
or  remedies  under or by reason of this  General  Conveyance,  Bill of Sale and
Assignment.



<PAGE>



                  IN WITNESS WHEREOF,  each Seller has caused this instrument to
be signed in its name by its  representative  thereunto  duly  authorized on the
date first above written.



                                                  CAMDEN HOLDINGS, INC.



                                                  By: _________________________
       Name:  Mark Anderson
       Title:    President



                                                  GENESIS HEALTH TECH, INC.



                                                  By: _________________________
               Name:  Mark Anderson
         Title:    President







ACCEPTED AND AGREED:

NUWAY ENERGY, INC.



By: _________________________
Name:    Dennis Calvert
Title:   President







<PAGE>