THIRD AMENDED AND RESTATED CONVERTIBLE TERM NOTE

Exhibit 10.2

EXHIBIT A

THIRD AMENDED AND RESTATED

CONVERTIBLE TERM NOTE

Maturity Date: May 1, 2007

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 at the Maturity Date indicated above or at an earlier date as provided in Section 3.2 of the Term Loan Agreement (as defined hereinafter). This Note is convertible at the Lender’s option as provided below.

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.

This Note evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Term Loan Agreement. This Note amends and restates in its entirety the Amended and Restated Term Note which was previously executed and delivered by Borrower to Lender on March 30, 2004 (the “ First Amended Note ”), and the Second Amended and Restated Convertible Term Note which was previously executed and delivered by Borrower to Lender with an effective date of July 29, 2005 (the “ Second Amended Note ”). It is the intent of the parties hereto that this Note shall re-evidence the Term Loan under the Loan Agreement and is in no way intended to constitute repayment or a novation of any of the indebtedness which is evidenced by the Loan Agreement or the First Amended Note or the Second Amended Note or any of the other Loan Documents executed in connection therewith. The Lender and any holder hereof is entitled to the benefits of the Loan Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the 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 June 10, 2003, as amended by Amendment No. 1 to Term Loan Agreement dated as of March 30, 2004 and Amendment No. 2 dated July 29, 2005, and Amendment No. 3 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 Term Note shall bind Borrower successors and assigns, and shall inure to the benefit of Lender, it