EXHIBIT 10.1

                               NUWAY MEDICAL, INC.
                                LETTER AGREEMENT

December 9, 2004

Parties: Augustine II, LLC.(Augustine") and NuWay Medical, Inc. ("NuWay")

Re:      DEFENSE OF LAWSUITS - TERMS OF AGREEMENT

Dear Gentlemen,

This letter is to confirm our agreement and understanding between Augustine II,
LLC and NuWay Medical, Inc. regarding a joint business relationship regarding
NuWay's affirmative defense of two lawsuits currently outstanding against NuWay
Medical, Inc. This letter outlines the general terms of agreement, and as needed
the parties shall cooperate fully in any further documentation reasonably
requested by either parties legal counsel to further document or clarify this
letter agreement as appropriate, within the basic guidelines called for in this
Letter Agreement, including but not limited to any additional related party
litigation as may be deemed appropriate by Augustine and NuWay.

CASES:

Lyons v. NuWay Medical, Inc., 01 14272 CA 30, 11th Judicial Circuit, Miami-Dade
County, Florida

Flight Options, Inc. v NuWay Medical, Inc., 04 CC 04503, Orange County,
California

BASIC AGREEMENT TERMS:

      1.    NuWay will assume, at all times throughout the case, 100% of any and
            all liability associated with the outcome of the aforementioned two
            cases, and nothing in this or any other document shall serve to
            obligate Augustine Group for any judgments or settlements assessed
            against or paid by NuWay Medical, Inc. in either of the cases.

      2.    Augustine control the defense and pay for all legal fees and costs
            associated with the legal representation of NuWay in the above cases
            as of the date of this agreement, including but not limited to
            depositions, experts, appeals, and court costs, save for time
            associated with the activities reasonably and necessary performed by
            John Browning at Augustine's direction, as local counsel in the
            Flight Options Case. Augustine reserves the right to withdraw from
            funding the defense at its own discretion with respect to either or
            both of the aforementioned two cases. If Augustine withdraws funding
            of the defense of either or both cases, Augustine will thereupon
            give up its rights of potential recovery under sections 3 (b) and
            (c) of this letter agreement as to that case or cases where it
            withdraws, but Augustine does not give up its rights to receive
            reimbursement of defense costs and fees as set forth in Section
            3(a), below.

      3.    In exchange for the Augustine Group's financial support of these
            cases, NuWay shall agree to allocate any proceeds realized from the
            cases (whether by judgments or by settlement, as the case may be),
            as follows:

            a.    From proceeds, first money shall be used to re-pay Augustine
                  for all legal and out of pocket expenses of and related to the
                  lawsuits.

            b.    As to any additional money available from recovery from the
                  lawsuits after satisfaction under 3(a), up to an amount equal
                  to $500,000 in total recovery, 85% shall be paid to Augustine,
                  15% shall be paid to NuWay.


            c.    As to money available from recovery from the lawsuits over
                  $500,000, then the amount shall be split 50% to Augustine and
                  50% to NuWay.

            d.    Decisions in the above cases related to amounts to be paid as
                  contemplated under paragraphs 3(a)-(c) above, shall ultimately
                  be approved and consented to by Augustine, even if withdrawal
                  has occurred.

Confirmation of Agreement:


                              By: /s/ Dennis Calvert
                                  ----------------------------------------------
                                  Dennis Calvert, President, NuWay Medical, Inc.


                             By:  /s/ Thomas F. Duszynski
                                  ----------------------------------------------
                                  Augustine II, LLC