Exhibit 10.5

                                    EXHIBIT A

                                    TERM NOTE


$ 420,000                                                      Chicago, Illinois
                                                                   June 10, 2003

         FOR VALUE RECEIVED,  NUWAY MEDICAL, INC., a corporation organized under
the laws of the state of Delaware ("Borrower"),  promises to pay to the order of
AUGUSTINE  II, LLC, a limited  liability  company  formed  under the laws of the
State of Delaware (hereafter, together with any subsequent holder hereof, called
"Lender"),  at its office 141 West Jackson Blvd., Suite 2182, Chicago,  Illinois
60604,  or at such other place as Lender may direct,  the  principal sum of FOUR
HUNDRED TWENTY THOUSAND United States Dollars  ($420,000) (the "Loan"),  payable
in full on February 29, 2004 or at an earlier date as provided in Section 3.2 of
the Term Loan Agreement (as defined hereinafter).

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

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

         This Note evidences  indebtedness  incurred under a Term Loan Agreement
dated as of the date hereof executed by and between Borrower and Lender (and, if
amended,  restated or replaced,  all amendments,  restatements  and replacements
thereto or  therefor,  if any) (the "Term Loan  Agreement"),  to which Term Loan
Agreement  reference is hereby made for a statement of its terms and provisions,
including  without  limitation  those under which this Note may be paid prior to
its due date or have its due date accelerated.

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



hereunder or under any document or instrument  executed in connection  herewith.
Borrower  expressly and  irrevocably  waives  presentment,  protest,  demand and
notice of any kind in connection herewith.

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


                                     NUWAY MEDICAL, INC.

                                     By:
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                                     Title:
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