<PAGE>
Exhibit 10.4

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into as of March
1, 2003 (the "EFFECTIVE  DATE"), by and between NuWay Medical,  Inc., a Delaware
corporation  ("COMPANY"),  whose address is 23461 South Pointe Drive, Suite 200,
Laguna  Hills,  California  92653,  and  Joseph  Provenzano  ("EXECUTIVE"),   an
individual with reference to the following:

         A.  Executive has certain skills and abilities in the business in which
Company engages.

         B. Company wishes to employ  Executive,  and Executive wishes to accept
employment  with  Company,  all on the terms and subject to the  conditions  set
forth in this Agreement.

         Accordingly, the parties agree as follows:

1.  EFFECTIVE  DATE AND TERM.  Unless  sooner  terminated  as  provided  in this
Agreement,  including  as a  result  of  Company's  early  termination  of  this
Agreement as provided in SECTION 4 below,  Company shall employ  Executive for a
term  commencing on the Effective Date and expiring on the Fifth  anniversary of
the Effective Date (the "EXPIRATION DATE"). This Agreement shall in all respects
terminate on the Expiration Date,  except for those  obligations of either party
that are expressly  stated to continue after such time. The period  beginning on
the  Effective  Date and ending on the date  Executive's  employment  under this
Agreement actually terminates is referred to as the "TERM."

2. POSITION AND DUTIES.

2.1  GENERAL  DUTIES.  Executive  shall serve  Company as its Chief  Information
Officer  (CIO),  and in such  capacity  shall be  Company's  second  most senior
executive  officer,  as well as a member of the Board of Directors.  Executive's
duties shall be those,  which are consistent  with such titles.  In carrying out
his duties,  Executive shall use Executive's best efforts,  skills, judgment and
abilities,  and shall at all times promote  Company's  interests and perform and
discharge well and faithfully  those duties.  Executive shall report directly to
Company's  President and the Board of Directors.  In acting on Company's behalf,
Executive shall observe and be governed by all of Company's rules and policies.


2.2 FULL TIME EMPLOYMENT.  At all times during the Term,  Executive shall devote
Executive's  business time,  attention and energies to Company's  business,  and
shall  furnish  services for Company and for its  subsidiaries,  affiliates  and
divisions.  During the Term,  Executive  shall not engage in any  activity  that
would materially  interfere with or adversely affect Executive's  performance of
Executive's duties under this Agreement or which could reasonably be expected to
be  competitive  with  or  adverse  to the  business  of  Company  or any of its
subsidiaries, affiliates or divisions.

2.3 PLACE OF PERFORMANCE.  In connection with Executive's  employment under this
Agreement, Executive shall be based at Company's office located in Laguna Hills,
California.

3.       COMPENSATION.

3.1 "COMPENSATION".  "COMPENSATION" means the Base Salary (as defined below) and
any bonus that  Company is  required  to provide to  Executive  pursuant to this
SECTION 3.

3.2 BASE SALARY.  Commencing on the Effective  Date,  Executive  shall receive a
base  salary  (as may be  adjusted  from  time to time,  the "BASE  SALARY")  of
$10,900.  per month.  The Company has the option to pay the amount of $4900.  in
the form of stock as necessary.  The balance of $6000.  plus $400.  auto expense

<PAGE>

must be paid in cash on a bi-weekly basis.  The Company,  acting in its sole and
absolute discretion, may increase, but not decrease, the Base Salary.

3.3 BONUS.  Executive  shall be  eligible to receive a  performance  bonus in an
amount  determined as the greater of the  following:  3.3.1 As determined by the
Board of  Directors  or, 3.3.2 By  performance  review by the Board of Directors
measuring stated goals and accomplishments and by assigning a rating of 1 to 10,
with 10 being highest. If this method is used, then the rating determined by the
Board,  during the first 60 days of the first calendar quarter of each year, for
the prior calendar years work, shall be applied to the then current base salary,
annualized,  multiplied by 5%, and shall be payable to  Executive,  on or before
the 120th day of the calendar quarter, in cash.

3.3.3  An  amount  equal  to  1.5%  of  the  increase  in the  Company's  market
capitalization from beginning of the year to the end of that same year.

3.4 BENEFITS.  Executive  shall be eligible to receive such other  benefits,  if
any, as Company may, in its sole and absolute  discretion,  grant to  Executive,
but shall include the  following:  3.4.1 Heath  Insurance  Premium  Payments for
Executive's  Family  Coverage  3.4.2 Car  Allowance of $400 per month 3.4.3 Paid
Vacation  of not less than 2 weeks per year and an  additional  1 weeks for each
year of service.  3.4.4 Life insurance for the benefit of his estate, equal to 3
times his annual salary and disability  insurance.

3.4.5 Participation in the Company's stock option plan as determined by the Plan
Committee.

3.5 EXPENSES.  Company shall reimburse Executive for all reasonable and ordinary
expenses that Executive incurs or pays during the Term in performing Executive's
services under this Agreement.  Company shall,  however, be required to make any
such reimbursement only after Executive presents appropriate expense statements,
vouchers or such other  supporting  information  in  accordance  with  Company's
reimbursement policies, as Company may modify from time to time. In the event of
a dispute over any business expense reimbursement, Company shall be obligated to
notify Executive of any dispute,  within 3 months of any  reimbursement,  or the
expense shall be so classified.


3.6 PAYMENT OF  COMPENSATION.  All  Compensation  and other  amounts  payable to
Executive under this  Agreement,  whether for a period during or after the Term,
shall be paid in such installments and on such schedule as Company may from time
to time implement for general  payroll  purposes,  provided that the Base Salary
shall be paid bi-weekly. Any Base Salary required to be paid to Executive upon a
termination of Executive's  employment in excess of amounts  accrued through the
Date of  Termination  (as defined  below)  shall be paid in the same manner that
Base Salary is paid during the Term,  but not more than 30 days from the Date of
Termination.  Any payments  made by the Company shall be deemed to be applied to
base  compensation  or bonus  payments as the case may be and any payments  made
prior to the  effective  date of this  Agreement  shall  not be  applied  to any
calculations called for in this Agreement.

4. TERMINATION AND COMPENSATION UPON TERMINATION.

4.1      DEFINITIONS.

4.1.1 "DATE OF  TERMINATION"  has the  following  meaning:  (a) in the case of a
termination  of  Executive's  employment  pursuant  to  this  Agreement  due  to
Executive's  death or Disability (as defined below),  the date Executive dies or
the  time  it is  determined  that  Executive  has  suffered  a  Disability,  as
applicable;  and  (b) in  the  case  of any  other  termination  of  Executive's
employment  pursuant to this  Agreement,  the date specified for  termination of
Executive's employment in the Notice of Termination (as defined below), provided
that the  date  specified  shall be no  earlier  than  the  time the  Notice  of
Termination is delivered.

4.1.2 "NOTICE OF TERMINATION"  means a written  document  delivered by the party
terminating  this Agreement to the other party that specifies (i) the section of
this  Agreement  pursuant  to  which  termination  is  being  made  and (ii) the
effective date of the termination.

                                      -2-
<PAGE>

4.2   EFFECTIVENESS  OF  TERMINATION.   Any  early  termination  of  Executive's
employment,  for any reason,  shall be effective  upon the Date of  Termination.
Upon the Date of Termination, this Agreement shall forever terminate, subject to
SECTION 4.9.2.

4.3 DEATH. Upon Executive's  death, this Agreement shall  automatically  forever
terminate.


4.4 DISABILITY.  If Executive is unable to perform Executive's duties under this
Agreement by reason of Disability,  Company may, acting in its sole and absolute
discretion, terminate Executive's employment under this Agreement by delivery to
Executive  of  a  Notice  of  Termination.   For  purposes  of  this  Agreement,
"DISABILITY"  means  Executive's   physical  or  mental  incapacity  or  illness
rendering Executive unable to perform Executive's duties under this Agreement on
a long-term  basis (i) as  evidenced  by  Executive's  failure or  inability  to
perform  Executive's  duties under this Agreement for a total of 120 days in any
360 day period,  or (ii) as determined by an independent  physician whom Company
selects.

4.5  TERMINATION BY COMPANY  WITHOUT CAUSE.  Company may, acting in its sole and
absolute  discretion,  at any time terminate  Executive's  employment under this
Agreement,  with or without  prior  notice,  with or without  cause,  or for any
reason  whatsoever  or for no reason,  by  delivering  to  Executive a Notice of
Termination.

4.6  TERMINATION  FOR  CAUSE.  Company  may at any  time  terminate  Executive's
employment  for Cause (as defined  below) by  delivery to  Executive a Notice of
Termination.  For purposes of this  Agreement,  "CAUSE"  means that the Company,
reasonably and in good faith,  forms the belief that Executive has (i) committed
any act or  omission  constituting  a material  breach of this  Agreement;  (ii)
engaged  in gross  negligence  or  willful  misconduct  in  connection  with the
Company's  business;  (iii) been convicted of, or plead guilty or nolo contendre
in  connection  with,  fraud or any  crime  that  constitutes  a felony  or that
involves moral  turpitude or theft;  (iv) resigned from this  employment for any
reason other than Company's material breach of this Agreement (v) undertaken any
act injurious to the Company's business, including insubordination or failure to
follow a directive of any of Executive's superiors.

4.7 VOLUNTARY  TERMINATION.  Executive may terminate Executive's employment with
Company at any time,  for any reason  whatsoever,  by giving Company a Notice of
Termination.

4.8 PAYMENT UPON TERMINATION.  If Executive's employment under this Agreement is
terminated:

4.8.1 by Company  pursuant to SECTION 4.5 and not pursuant to any other  section
of this agreement,  Executive shall be entitled to receive (i) all  Compensation
that has accrued through the Date of Termination,  plus (ii) a severance payment
equal to one years Compensation,  plus an additional one half years Compensation
for each year of service beginning in 2003 ; PROVIDED,  HOWEVER,  that if at any
time while Company is required to pay severance to Executive  pursuant to clause
(ii) of this  paragraph  any event  occurs that would cause the  termination  of
Executive's  employment (for example,  Executive dies) or give rise to the right
of  Company  to  terminate  this  Agreement  for  Cause  or due  to  Executive's
Disability  were  Executive  still  employed  pursuant to this  Agreement,  then
Company's   obligation  to  pay  such  severance  shall  thereupon   immediately
terminate; or

4.8.2 for any other reason,  including  for Cause,  Executive (or in the case of
Executive's death,  Executive's estate or other legal representative) shall only
be entitled to receive the Compensation accrued through the Date of Termination,
and no other amount whatsoever.

4.9      EFFECT OF TERMINATION.



                                      -3-
<PAGE>


4.9.1 FULL DISCHARGE OF OBLIGATIONS.  The amounts paid to Executive  pursuant to
SECTION 4.8 upon a termination of Executive's  employment  shall constitute full
and complete  satisfaction  of Company's  obligations to Executive in connection
with this Agreement and Company's employment of Executive.  Executive shall have
no further  rights or remedies with respect to or against  Company in connection
with this Agreement or Company's employment of Executive.

4.9.2 NO LIMITATION ON EXECUTIVE'S LEGAL OBLIGATIONS.  No obligation (if any) of
Company under SECTION 4.8 to pay Executive Compensation or severance following a
termination  of  Executive's  employment  shall  in  any  way  limit  or  modify
Executive's  obligations  under applicable law to mitigate such amounts payable,
nor shall such  obligations of Company limit its rights under  applicable law to
offset  against,  or reduce,  such amounts payable by any amounts that Executive
may earn after the termination of Executive's employment.

4.9.3 SURVIVAL OF OBLIGATIONS.  Notwithstanding anything to the contrary in this
Agreement, Executive's representations,  warranties, covenants, duties and other
obligations  set forth  under  SECTIONS 5, 6, 7 and 11 of this  Agreement  shall
survive and continue after any termination of this Agreement,  regardless of the
reason for the termination.

4.10  PARACHUTE  TAX  GROSS-UP.  To  the  extent  that  the  grant,  payment  or
acceleration  of payment of any amount  under this  Agreement (a  "BENEFIT")  is
subject  to golden  parachute  excise tax under  Section  4999(a) of the Code (a
"PARACHUTE  TAX"),  Company shall pay Executive an amount of cash (the "GROSS-UP
AMOUNT") such that the "net" Benefit received by Executive under this Agreement,
after paying all applicable  Parachute  Taxes  (including  those on the Gross-Up
Amount) and any federal or state taxes on the Gross-Up Amount, shall be equal to
the Benefit that  Executive  would have  received if such  Parachute Tax had not
been applicable.

5. OWNERSHIP AND PROTECTION OF WORK PRODUCT.

5.1  Executive  shall  promptly  and fully  inform  Company of, and  disclose to
Company, any and all ideas, processes,  trademarks,  trade names, service marks,
service mark applications,  copyrights,  mask work rights,  fictitious  business
names, technology, patents, know-how, trade secrets, computer programs, original
works of authorship, formulae, concepts, themes, inventions, designs, creations,
new works, derivative works and discoveries, and all applications, improvements,
rights  and  claims  related to any the  foregoing,  and all other  intellectual
property,  proprietary  rights and work  product,  whether or not  patentable or
copyrightable, registered or unregistered or domestic or foreign, and whether or
not relating to a published  work,  that  Executive  develops,  makes,  creates,
conceives  or  reduces  to  practice  during  the  Term,  whether  alone  or  in
collaboration with others (collectively, "INVENTION IDEAS").


5.2 Each of the items  described in the  immediately  preceding  paragraph shall
constitute  Invention  Ideas  whether  or not they  relate to any of the  duties
Executive performs for Company or Company's Proprietary  Information (as defined
below),  or whether or not they are created while Executive is performing duties
for Company or otherwise  acting on Company's behalf (whether or not pursuant to
this  Agreement) or while using  Company's  equipment,  supplies,  facilities or
Proprietary Information.

5.3 All  right,  title  and  interest  in and to all  Invention  Ideas  shall be
Company's  sole and exclusive  property,  and  Executive  shall have no interest
therein,  and to the extent  permitted  by law,  all  Invention  Ideas  shall be
produced as works made for hire.  Executive shall not assert any right, title or
interest in or to any Inventions  Ideas,  and Executive  shall not undertake any
other act or omission  that would  reduce the value to Company of any  Invention
Ideas.

5.4 Executive shall assist Company, to the extent necessary, in obtaining patent
or copyright  registration on all Invention Ideas, and shall execute and deliver
all documents,  instruments and agreements, including the formal execution of an
assignment  of  copyright,  and do all things  necessary or proper (or otherwise
reasonably required by Company),  to the extent lawfully permitted,  in order to
enable  Company to obtain and enforce full and exclusive  title to all Invention


                                      -4-
<PAGE>

Ideas and all rights  granted or assigned  pursuant to this SECTION 5. Executive
hereby  appoints  Company as Executive's  irrevocable  attorney-in-fact  for the
purpose  of  executing  and  delivering  all  such  documents,  instruments  and
agreements,  and performing all such acts,  with the same legal force and effect
as if executed and delivered and taken by Executive.

5.5 If any of the Invention Ideas or any part of the duties  Executive  performs
for Company is based on,  incorporates or is an improvement or derivative of, or
cannot be reasonably and fully made, used, reproduced,  distributed or otherwise
exploited without using or violating, technology or intellectual property rights
owned or licensed by Executive and not assigned under this Agreement,  Executive
grants  to   Company  a   perpetual,   irrevocable,   worldwide,   royalty-free,
non-exclusive, sub-licensable right and license to exploit and exercise all such
technology and intellectual  property rights in support of Company's exercise or
exploitation  of the Invention  Ideas or exploitation of other work performed by
Executive  for Company or any  assigned  rights  (including  any  modifications,
improvements and derivatives of any of them).

5.6 Because of the difficulty of establishing  when Executive first conceives of
or develops intellectual property, proprietary rights or work product or whether
such  intellectual  property,  proprietary  rights or work product  results from
access to Company's  confidential  and  proprietary  information  or  equipment,
facilities or data, Executive agrees that any intellectual property, proprietary
rights and work  product  shall be  presumed  to be an  Invention  Idea if it is
conceived,  developed, used, sold, exploited or reduced to practice by Executive
or  with  the  aid of  Executive  within  one  year  after  the  termination  of
Executive's  employment  with Company.  Executive can rebut that  presumption if
Executive proves that the  intellectual  property,  proprietary  rights and work
product (i) was first  conceived or developed  after  termination of Executive's
employment  with and by Company;  (ii) was  conceived or  developed  entirely on
Executive's own time without using Company's equipment,  supplies, facilities or
confidential and proprietary information; and (iii) did not result from any work
performed by Executive for or on behalf of Company.

5.7 Executive acknowledges that there is no intellectual  property,  proprietary
right or work product that Executive  desires not to be deemed  Invention  Ideas
and thus to exclude from the above provisions of this Agreement.  To the best of
Executive's  knowledge,  there is no existing  contract  in  conflict  with this
Agreement or any other contract to assign ideas, processes,  trademarks, service
marks, inventions,  technology, computer programs, original works of authorship,
designs, formulas,  discoveries,  patents or copyrights that is now in existence
between Executive and any other person or entity.

5.8 This  SECTION 5 shall not operate to require  Executive to assign to Company
any of  Executive's  rights  to  inventions,  intellectual  properties  or  work
products that would not be assignable  under the provisions of California  Labor
Code  Section  2870.  Executive  represents  and  warrants to Company  that this
paragraph  constitutes  Company's  written  notification  to  Executive  of  the
provisions  of  Section  2870  of  the  California  Labor  Code,  and  Executive
represents and warrants to Company that  Executive has reviewed  Section 2870 of
the California Labor Code.

6. UNFAIR COMPETITION AND PROTECTION OF PROPRIETARY INFORMATION.

6.1 Executive shall not at any time (including after Executive's employment with
Company  terminates)  divulge,  furnish  or make  accessible  to  anyone  any of
Company's  Proprietary  Information,   or  use  in  any  way  any  of  Company's
Proprietary Information other than as reasonably required to perform Executive's
duties under this  Agreement.  Executive  shall not  undertake any other acts or
omissions  that  would  reduce the value to  Company  of  Company's  Proprietary
Information.  The  restrictions  on  Executive's  use of  Company's  Proprietary
Information shall not apply to knowledge or information that Executive can prove
is part of the public  domain  through no fault of Executive.  Executive  agrees
that such restrictions are fair and reasonable.

6.2 Executive agrees that Company's Proprietary Information constitutes a unique
and valuable  asset of Company that Company  acquired at great time and expense,
and  which  is  secret  and  confidential  and  will  only  be  available  to or
communicated  to Executive in confidence in the course of Executive's  provision
of services to Company.  Executive  also agrees that any disclosure or other use


                                      -5-
<PAGE>

of Company's Proprietary Information other than for Company's sole benefit would
be wrongful,  would constitute unfair competition and will cause irreparable and
incalculable harm to Company and to its subsidiaries, affiliates and divisions.
1.1

6.3 Executive  agrees that  Company's  employees  constitute a valuable asset of
Company.  Executive  agrees that Executive  shall not, during the Term and for a
period of two years  thereafter,  directly or  indirectly,  for  Executive or on
behalf of any other person or entity,  solicit any person who was an employee of
or consultant to Company (at any time while Executive is performing any services
for  Company,  or at any time  within  twelve  months  prior  to or  after  such
solicitation) for a competing  business or otherwise induce or attempt to induce
any such persons to terminate their  employment or relationship  with Company or
otherwise  to disrupt or  interfere,  or attempt to disrupt or  interfere,  with
Company's  employment or relationships with such persons.  Executive agrees that
any such  solicitation,  inducement or interference  would be wrongful and would
constitute unfair competition,  and will cause irreparable and incalculable harm
to Company. Further,  Executive shall not engage in any other unfair competition
with Company. Executive agrees that such restrictions are fair and reasonable.

6.4 Executive recognizes and agrees that Executive has no expectation of privacy
with  respect  to  Company's   telecommunications,   networking  or  information
processing systems  (including stored computer files,  e-mail messages and voice
messages), and that Executive's activity, and any files or messages, on or using
any of those systems may be monitored at any time without notice.

6.5 As used in this Agreement,  "COMPANY'S  PROPRIETARY  INFORMATION"  means any
knowledge, trade secrets (including "trade secrets" as defined in Section 3426.1
of  the  California  Civil  Code),   Invention  Ideas,   proprietary  rights  or
proprietary  information,  intangible assets or property, and other intellectual
property   (whether  or  not  copyrighted  or   copyrightable   or  patented  or
patentable),  information and materials (including processes,  trademarks, trade
names, service marks, service mark applications,  copyrights,  mask work rights,
technology,  patents, patent applications and works of authorship),  in whatever
form,  including  electronic  form,  and all  goodwill  relating or  appurtenant
thereto, owned or licensed by Company or any of its subsidiaries,  affiliates or
divisions,  or directly or  indirectly  useful in any aspect of the  business of
Company or its subsidiaries,  affiliates or divisions,  whether or not marked as
confidential  or proprietary and whether  developed by Executive,  by Company or
its  subsidiaries,  affiliates or divisions or by others.  Without  limiting the
foregoing,  Company's Proprietary Information includes (a) the names, locations,
practices and requirements of any of Company's customers, prospective customers,
vendors,  suppliers  and  personnel  and any  other  persons  having a  business
relationship  with Company;  (b) confidential or secret  development or research
work  of  Company  or  its  subsidiaries,  affiliates  or  divisions,  including
information  concerning  any  future  or  proposed  services  or  products;  (c)
Company's  accounting,  cost,  revenue and other financial records and documents
and the  contents  thereof;  (d)  Company's  documents,  contracts,  agreements,
correspondence  and other similar business  records;  (e) confidential or secret
designs,  software code, know how, processes,  formulae,  plans and devices; and
(f) any other  confidential  or secret  aspect of the business of Company or its
subsidiaries, affiliates or divisions.


                                      -6-
<PAGE>


7. RESTRICTION OF EXECUTIVE'S ACTIVITIES.  During the Term, including any period
during which the Company is making any  payments to  Executive  pursuant to this
Agreement,  neither  Executive  nor  any  person  or  entity  acting  with or on
Executive's  behalf, nor any person or entity under the control of or affiliated
with Executive,  shall,  directly or indirectly,  in any way Compete (as defined
below),  whether  for  compensation  or  otherwise,  in  any  capacity  (whether
individual or  representative,  including as an advisor,  principal,  executive,
independent contractor, agent, partner, officer, director, stockholder, employer
or employee),  with Company's business within the counties of San Francisco, Los
Angeles,  Santa  Clara,  San Mateo,  San Diego,  Orange,  Ventura or  Riverside,
California.  Executive agrees that, if Executive has any business to transact on
Executive's  own account that is similar to the business  entrusted to Executive
by Company,  Executive  shall  always give  preference  to  Company's  business.
Executive agrees that such restrictions are fair and reasonable. For purposes of
this Agreement, "COMPETE" means doing any of the following: (i) selling products
or  services  to any  person  or entity  that was or is (at any time,  including
during the Term and the period  when the  provisions  of this  paragraph  are in
effect) a client or  customer  of Company (or its  subsidiaries,  affiliates  or
divisions)  or on a list of  prospective  clients or  customers  of Company,  or
calling on, soliciting,  taking away or accepting any such person or entity as a
client or  customer,  or any attempt or offer to do any of the  foregoing;  (ii)
entering into, or any attempt or offer to enter into,  any business,  enterprise
or activity  that is in any way  similar to or  otherwise  competitive  with the
business  that  the  Company  (or its  subsidiaries,  affiliates  or  divisions)
conducted  at any  time  during  the Term or any  time  the  provisions  of this
paragraph are in effect, or (iii) directly or indirectly assisting any person or
entity to take or attempt or offer to take any of the actions  described  in the
foregoing clauses (i) or (ii).

8. NOTICES. All notices, deliveries, requests, consents and other communications
required or permitted to be given under this  Agreement  shall be in writing and
shall be  deemed  to have been duly  given  (i) if  delivered  personally,  when
delivered;  (ii) if delivered by overnight carrier, on the date of delivery;  or
(iii) if delivered by registered or certified mail, return receipt requested, on
the third business day after having been mailed in Los Angeles,  California.  In
any case, each such notice,  delivery,  request,  consent or other communication
shall be  addressed  to the  address  of the party as set forth in the  preamble
paragraph  of this  Agreement,  or to such other  address as either  party shall
designate by notice in writing to the other in accordance with this SECTION 8.

9. ASSIGNMENT; SUCCESSORS.

9.1 BY COMPANY.  This Agreement is fully  assignable by Company to any person or
entity, including any successor entity; PROVIDED,  HOWEVER, that any such person
or entity  shall be  obligated  to  perform  Company's  obligations  under  this
Agreement in accordance with its terms.

9.2 BY  EXECUTIVE.  As to  Executive,  this is a personal  service  contract and
Executive may not assign this  Agreement or any part of this  Agreement  without
Company's  prior  written  consent,  which  consent  may be given or withheld by
Company acting in its sole and absolute discretion.

10.      REMEDIES.

10.1  RELIEF.  Company  agrees that if any sort of  injunctive  relief if sought
against Executive, then Company will first have a requirement to have fully paid
to Executive, all Compensation due to Executive, and shall have an obligation to
prove irreparable harm and damages would be created if Executive were allowed to
continue his actions, and, in the event any such motion is not granted,  Company
shall pay all legal fees and costs  incurred by Executive in his defense of such
motions.

10.2 OFFSET. If Executive breaches this Agreement, Company shall have the right,
to the  greatest  extent  permissible  under the law,  to offset any  damages it
incurs with regard to such breach against any sums that remain thereafter due to
Executive under this  Agreement;  PROVIDED,  HOWEVER,  that the exercise of such
right of  offset  shall in no way  diminish  Company's  rights to seek any other
remedies it may be entitled to under this Agreement at law or in equity.  To the
extent that the Company alleges offsetting rights and withholds any payments due
hereunder, and is unable to substantiate it's claims giving cause to the offset,
then  Executive  shall receive an award of not less than 150% of the amount due,
or whatever the Arbitrator shall grant, whichever is greater, plus reimbursement
for  all  costs  associated  with  his  legal  defense  or  enforcement  of this
Agreement.

                                      -7-
<PAGE>

10.3 UNIFORM TRADE SECRETS ACT. If Executive breaches any provision of SECTION 6
of this  Agreement,  Company shall have the right to invoke any and all remedies
provided under the California  Uniform Trade Secrets Act (California  Civil Code
ss.ss.3426, et seq.) or other statutes or common law remedies of similar effect.

10.4 NON-EXCLUSIVE REMEDIES. The remedies provided to Company in this SECTION 10
are cumulative,  and not exclusive,  of any other remedies that may be available
to Company.

10.5 ARBITRATION. Any controversy,  dispute or claim between the parties to this
Agreement,  including  any claim  arising  out of,  in  connection  with,  or in
relation  to the  formation,  interpretation,  performance  or  breach  of  this
Agreement or Executive's  employment with Company,  shall be settled exclusively
by arbitration,  before a single arbitrator, in accordance with this section and
the then most applicable rules of the American Arbitration  Association,  except
as  modified  by this  SECTION  11,  but only if one (or  both)  of the  parties
requests  such  arbitration.  The  arbitrator  shall  be  bound  by the  express
provisions of this Agreement and by the laws of the  jurisdiction  chosen by the
parties  to be the law  governing  the  interpretation  of this  Agreement.  The
arbitrator  shall  permit such  discovery as required by  applicable  law and as
sufficient to adequately  arbitrate  Executive's  statutory  claims (if any have
been  asserted),  including  access to essential  documents and witnesses  where
required by applicable law.  Judgement upon any award rendered by the arbitrator
may be  entered  by any state or  federal  court  having  jurisdiction  thereof.
Notwithstanding the foregoing,  to the extent permitted by applicable law either
party may in an appropriate  manner apply to a court pursuant to California Code
of Civil Procedure Section 1281.8, or any comparable provision,  for provisional
relief,  including a temporary  restraining  order or a preliminary or permanent
injunction (such as specified in SECTION 10.1 of this Agreement),  on the ground
that the award to which the  applicant  may be  entitled in  arbitration  may be
rendered  ineffectual  without  provisional  relief.  Nor shall anything in this
SECTION 11 (to the extent  permitted by  applicable  law) prevent any party from
(i) joining any party as a defendant in any action brought by or against a third
party; (ii) bringing an action in court to effect any attachment or garnishment;
or (iii)  bringing an action in court to compel  arbitration as required by this
SECTION 11.

     If the parties are unable to agree upon an  arbitrator,  the parties  shall
select a single  arbitrator from a list of nine arbitrators drawn by the parties
at random from the "Independent" (or "Gold Card") list of retired judges. If the
parties are unable to agree upon an arbitrator from the list so drawn,  then the
parties shall each strike names alternately from the list, with the first strike
being  determined by lot. After each party has used four strikes,  the remaining
name on the list shall be the arbitrator.  If such person is unable to serve for
any reason,  the  parties  shall  repeat this  process  until an  arbitrator  is
selected.

     This agreement to resolve any disputes by binding  arbitration shall extend
to claims against any parent,  subsidiary or affiliate of each party,  and, when
acting within such capacity,  any officer,  director,  shareholder,  employee or
agent of each party,  or of any of the above,  and shall apply as well to claims
arising out of state and federal  statutes  and local  ordinances  as well as to
claims  arising under the common law. In the event of a dispute  subject to this
SECTION 11 the parties shall be entitled to reasonable  discovery subject to the
discretion of the arbitrator.  The remedial authority of the arbitrator shall be
the same as, but no greater than,  would be the remedial power of a court having
jurisdiction  over the parties and their dispute.  The arbitrator shall, upon an
appropriate  motion,  dismiss any claim  without an  evidentiary  hearing if the
party  bringing  the  motion  establishes  that he or she would be  entitled  to
summary judgment if the matter had been pursued in court litigation.

     To the  extent  permitted  by  law,  the  initial  fees  and  costs  of the
arbitrator shall be borne by the Company, with Company being responsible for the
costs and fees of the arbitration and the prevailing  party shall be entitled to
reimbursement for legal fees and costs incurred by the other.

     The  arbitrator  shall render an award and written  opinion,  and the award
shall be final and binding upon the parties.

     Any arbitration shall take place in the county of Orange, California.

<PAGE>

THE PARTIES  UNDERSTAND  THAT BY AGREEING TO ARBITRATE IN THE MANNER REQUIRED BY
THIS SECTION 11, THEY ARE WAIVING  THEIR RIGHTS TO HAVE ANY DISPUTE  ARISING OUT
OF THIS  AGREEMENT  OR  EXECUTIVE'S  EMPLOYMENT  BY  COMPANY  TRIED  BEFORE  AND
ADJUDICATED BY A JURY,  INCLUDING  DISPUTES  RELATING TO ANY CLAIM EXECUTIVE MAY
HAVE FOR  UNLAWFUL  TERMINATION  OF HER  EMPLOYMENT  OR FOR A  VIOLATION  OF ANY
FEDERAL,  STATE OR OTHER LAW OR STATUTORILY  PROTECTED RIGHTS, (SUCH AS, WITHOUT
LIMITATION,  AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED,  29 U.S.C. SS.SS.
621 - 634; OLDER WORKERS BENEFIT PROTECTION ACT, AS AMENDED, 29 U.S. SS.SS. 621,
623;  TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,  AS AMENDED,  42 U.S.C.  SS.SS.
2000E - 2000E-17; THE FAIR LABOR STANDARDS ACT OF 1938 AS AMENDED; THE EQUAL PAY
ACT OF 1963, AS AMENDED, 29 U.S.C. SS.SS. 206(D); THE EMPLOYEE RETIREMENT INCOME
SECURITY  ACT OF 1974,  AS AMENDED,  29 U.S.C.  SS.SS.  1001 - 1461;  THE WORKER
ADJUSTMENT AND RETRAINING  NOTIFICATION  ACT, AS AMENDED,  29 U.S.C. SS. 2101 ET
SEQ.; THE NATIONAL LABOR RELATIONS ACT, AS AMENDED,  29 U.S.C.  SS.SS.  151-169;
FAMILY AND  MEDICAL  LEAVE ACT OF 1993,  AS AMENDED,  29 U.S.C.  SS. 825 ET SEQ.
AMERICANS WITH DISABILITY ACT OF 1990, AS AMENDED,  42 U.S.C.  SS.SS.  12101 ET.
SEQ.; INFLICTION OF EMOTIONAL DISTRESS,  DEFAMATION,  PERSONAL INJURY AND BREACH
OF CONTRACT,  WHICH INCLUDE  DISCRIMINATION  ON THE BASIS OF AGE, RACE,  GENDER,
DISABILITY,  ETHNIC ORIGIN OR SEXUAL  ORIENTATION).  NEVERTHELESS,  BOTH PARTIES
AGREE TO WAIVE ALL SUCH  RIGHTS  THEY MAY HAVE TO A JURY TRIAL AND TO SUBMIT ALL
SUCH  DISPUTES  TO  BINDING  ARBITRATION  IN  ACCORDANCE  WITH THE TERMS OF THIS
SECTION 11.


                  COMPANY_______/S/_______  EXECUTIVE_______/S/________
                                    (INITIALS)                 (INITIALS)

11. NO CONFLICT. Executive represents and warrants that neither his execution of
this  Agreement  nor his  performance  under this  Agreement  will (i)  violate,
conflict with or result in a breach of any provision of, or constitute a default
(or an event that,  with notice or lapse of time,  or both,  would  constitute a
default) under,  any contract or other  obligation to which Executive is a party
or by which he is bound; or (ii) violate any judgment or other order  applicable
to Executive.  Executive shall indemnify,  defend and hold harmless Company from
and against any and all claims, liabilities, lawsuits, judgments, losses, costs,
fees and expenses  (including  reasonable  attorneys'  fees, costs and expenses)
that Company or any of its agents, affiliates, employees, shareholders, officers
or directors may suffer or incur as a result of Executive's breach or alleged or
threatened breach of any of the representations and warranties set forth in this
paragraph.

12.       GENERAL.

12.1  CAPTIONS.  The  section  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

12.2  ENTIRE  AGREEMENT.  This  Agreement  sets forth the entire  agreement  and
understanding  of the  parties  with  regard to the  subject  matter  hereof and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral, between the parties.

12.3 AMENDMENTS;  WAIVERS. This Agreement may be amended, modified,  superseded,
canceled,  renewed or extended, and the terms or covenants of this Agreement may
be waived,  only by a written instrument executed by both of the parties hereto,
or in the case of a waiver,  by the party  waiving  compliance.  The  failure of
either  party at any time or times to require  performance  of any  provision of
this  Agreement  shall in no manner affect such party's right at a later time to
enforce such performance. No waiver by either party of the breach of any term or
covenant  contained in this Agreement,  whether by conduct or otherwise,  in any
one or more  instances,  shall be deemed to be, or  construed  as, a further  or
continuing  waiver of any such  breach,  or a waiver of the  breach of any other
term or covenant contained in this Agreement.

                                      -9-
<PAGE>


12.4 NO OTHER REPRESENTATIONS. No representation, promise or inducement has been
made by either party that is not embodied in this  Agreement,  and neither party
shall  be bound by or be  liable  for any  alleged  representation,  promise  or
inducement not so set forth.

12.5 SEVERABILITY. If any of the provisions of this Agreement (including SECTION
11) are  determined  to be unlawful or otherwise  unenforceable,  in whole or in
part, such determination  shall not affect the validity of the remainder of this
Agreement, and this Agreement shall be reformed to the extent necessary to carry
out its  provisions  to the  greatest  extent  possible  and,  with  respect  to
reformation of any provision of SECTION 11, to ensure that the resolution of all
conflicts between the parties  (including those arising out of statutory claims)
shall be resolved by neutral,  binding arbitration.  If a court should find that
any provision  set forth in SECTION 11 is not  absolutely  binding,  the parties
intend that any arbitration decision and award with respect to this Agreement be
fully admissible in evidence in any subsequent action, given great weight by any
finder of fact, and treated as  determinative to the maximum extent permitted by
law.

12.6  COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
each of which  shall be deemed an  original,  and it shall not be  necessary  in
making  proof of this  Agreement,  to produce or account  for more than one such
counterpart.

12.7  WITHHOLDING.  Notwithstanding  anything in this Agreement to the contrary,
all payments that Company is required to make under this  Agreement to Executive
or Executive's  estate or  beneficiaries  shall be subject to the withholding of
such  amounts  relating to taxes as Company may  reasonably  determine it should
withhold pursuant to any applicable law or regulation.

12.8 TAX  CONSEQUENCES.  Company shall have no obligation to any person entitled
to the benefits of this  Agreement  with respect to any tax  obligation any such
person incurs as a result of or attributable  to this  Agreement,  including any
supplemental  agreements,  stock  option  plans or employee  benefit  plans,  or
arising from any payments made or to be made under this Agreement or thereunder.

12.9  CONSENT TO  JURISDICTION.  The  parties to this  Agreement  agree that all
actions or proceedings  arising directly or indirectly from this Agreement shall
be arbitrated or litigated before arbitrators or in courts having a situs within
Orange  County,  California;  hereby consent to the  jurisdiction  of any local,
state or federal court in which such an action or  proceeding is commenced  that
is located in Los Angeles County,  California;  agree not to disturb such choice
of forum  (including  waiving any  argument  that venue in any such forum is not
convenient);  agree  that  any  litigation  initiated  by any  party  hereto  in
connection  with this  Agreement  may be venued in either  the state or  federal
courts located in Los Angeles County, California; agree that a final judgment in
any such action or proceeding  shall be conclusive  and may be enforced in other
jurisdictions  by suit on the judgment or in any other  manner  provided by law;
and waive the personal service of any and all process upon them and consent that
all such service of process may be made by certified or registered mail,  return
receipt requested,  addressed to the respective parties at the address set forth
above.

12.10  GENDER  REFERENCES.  References  in this  Agreement  to any gender  shall
include the masculine, feminine and neuter genders.

CONSTRUCTION.  In all  instances  when  appearing in this  Agreement,  the terms
"including," "include" and "includes" shall be deemed to be followed by "without
limitation."



                            (Remainder of Page Blank)

                                      -10-
<PAGE>



         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                    "COMPANY"

                                      NuWay Medical, Inc.

                                               /s/
                                      By:______________________

                                      Dennis Calvert
                                      Board Member- Compensation Committee



                                     "EXECUTIVE"


                                              /s/
                                     --------------------------
                                     Joseph Provenzano

                                      -11-


<PAGE>