MUTUAL RESCISSION AGREEMENT

                                                                    Exhibit 2.01

                           MUTUAL RESCISSION AGREEMENT

      This MUTUAL RESCISSION   AGREEMENT (this "AGREEMENT") is entered into as of

October 14, 2004, by and between   NuWay   Medical,   Inc., a Delaware   corporation

("NMED"); Eduardo A. Ruiz, an individual residing in Florida ("E-RUIZ"); Luis A.

Ruiz, an individual residing in Florida   ("L-RUIZ");   and Premium Medical Group,

Inc., a Florida corporation ("PREMIUM MEDICAL GROUP"). In this Agreement, E-Ruiz

and L-Ruiz are collectively referred to as "PMG SHAREHOLDERS".

                                    RECITALS

      WHEREAS, the Parties entered into a Stock Purchase Agreement as of January

30, 2004 (the "PURCHASE AGREEMENT"), whereby NMED agreed to purchase one hundred

percent of the   issued   and   outstanding   stock   (the "PMG   SHARES")   of Premium

Medical   Group,   a   medical   supply    company,    from   L-Ruiz   and   E-Ruiz   (the

"TRANSACTION"),   with the effect to make   Premium   Medical   Group a wholly owned

subsidiary of NMED;

      WHEREAS,   in   exchange   for the PMG   Shares,   the   PMG   Shareholders   were

entitled to receive   from NMED   30,000,000   shares of NMED's   common   stock (the

"NMED   SHARES"),   with a right to   receive   additional   shares   (or have   shares

subtracted   from the 30,000,000   amount)   depending on the revenue   generated by

Premium   Medical   Group   during   the   one   year   following   the   closing   of the

Transaction;

      WHEREAS,   a condition   precedent to each party's   obligation   to close the

Transaction   was the   delivery   of the PMG Shares to NMED and the NMED Shares to

the Premium Medical Group shareholders (E-Ruiz and L-Ruiz),   which condition was

never met in that neither party delivered the required share certificates;

      WHEREAS,   subsequent to the Transaction date, Premium Medical Group failed

to engage an auditor to perform an audit of its books and records in   accordance

with the   requirements of Form 8-K, Item 7, as then in effect,   and NMED did not

have the financial resources to pay for such engagement,   and thus the audit was

never performed, and the amended Form 8-K was never filed;

      WHEREAS, the Parties never fully consummated the Transaction,   in that, in

addition to the above, the Parties never   consolidated   their   operations,   NMED

never appointed   management or otherwise   managed the affairs of Premium Medical

Group,   and NMED never exercised any rights or powers (or received any benefits)

due a shareholder of a corporation; and

      WHEREAS,   given the foregoing,   the Parties have   determined that it is in

the best interest of the Parties mutually to rescind the Purchase   Agreement and

return the Parties to their respective positions prior to the Transaction.

      NOW,   THEREFORE,   in   consideration of the foregoing and of the covenants,

agreements, representations and warranties hereinafter contained, and other good

and   valuable   consideration,   the   receipt and   sufficiency   of which is hereby

acknowledged,   NMED, the PMG   Shareholders,   and Premium   Medical Group agree as

follows:

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ARTICLE I

MUTUAL RESCISSION

      1.1   Authority.   Each party has the   authority to enter into,   execute and

deliver this Agreement and any other   instruments and agreements   required to be

executed   and   delivered   pursuant   to   this   Agreement   and to   consummate   the

transactions   contemplated   herein.   This   Agreement   is   a   valid   and   binding

obligation of each party, enforceable in accordance with its terms.

      1.2. Rescission. The Purchase Agreement and all agreements entered into by

and among the Parties in connection therewith are hereby retroactively rescinded

and   terminated as of January 31, 2004,   are of no force or effect as if each of

the same had never been executed and delivered,   and each of the Parties to this

Agreement will be restored to the position it was in immediately   before each of

such agreements was executed,   with respect to the NMED Shares,   the PMG Shares,

and Premium Medical Group, in the manner and on the terms set forth hereinbelow.

      1.3. Waiver of Right to receive Shares. Subject to the terms and

conditions set forth in this Agreement, (i) NMED hereby forever waives any right

to receive the PMG Shares from the PMG Shareholders, and (ii) the PMG

Shareholders hereby waive any right to receive the NMED Shares from NMED.

      1.4. Board Resignation.   Effective as of the date of this Agreement,   Luis

Ruiz shall have resigned from the board of directors of NMED.

      1.5. No Assignment.   Each of the Parties to this Agreement   represents and

warrants that   he/she/it has not assigned or   transferred or purported to assign

or transfer,   voluntarily or involuntarily,   or by operation of law, any matters

released pursuant to this Agreement or any portion of it, or any interest in the

Purchase   Agreement or any agreements entered into in connection   therewith,   or

the NMED   Shares or the PMG Shares.   The   Parties   each   further   represent   and

warrant   that none of the NMED   Shares or PMG   Shares   are   subject to any lien,

claim, charge, encumbrance, pledge, security interest or claim of others.

      1.6. Section 16 Reports. Each of L-Ruiz and E-Ruiz shall file any

necessary reports (or amend any existing reports) pursuant to Section 16 of the

Securities Exchange Act of 1934 reflect the terms of this Agreement.

      1.7 Covenant to Cooperate with Audit if Necessary.   Premium Medical Group,

and the PMG   Shareholders,   hereby   covenant and agree to use their maximum best

efforts to   cooperate   with NMED and provide   NMED any   necessary   documentation

and/or   records   and/or   information   to assist NMED in any filing or disclosure

matter required by the Securities and Exchange   Commission or Federal/State law,

including   but not   limited to any   exhibits   required   by Item 9.01 in Form 8-K

(audited   financial   statements of Premium Medical Group).   NMED shall be solely

responsible to bear the expense of any required fees paid to an auditing firm.

      1.8 Covenant to File Appropriate   Documentation   with Florida Secretary of

State.   Each   party   shall   mutually   cooperate   and file any   documents   deemed

necessary to be filed with the Florida Secretary of State.

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      1.9 Release. Each of the Parties hereby forever discharge and release each

other   party,   and each of its past and present   employees,   agents,   executors,

administrators,   trustees,   representatives,    assigns,   subsidiaries,   parents,

affiliates,   predecessors,   successors   and related   entities,   from any and all

claims, damages, actions, judgments, obligations,   attorneys' fees, indemnities,

subrogations,   duties, demands, controversies and liabilities of every nature at

law or in equity,   liquidated,   or   unliquidated,   known or unknown,   matured or

unmatured, foreseeable or unforeseeable,   which as of the effective date of this

Agreement,   each of the parties has, had, may cause to have or may claim against

each   other   party   in any way   arising   out of,   based   on,   connected   with or

incidental to any debts, duties or liabilities   concerning the Transaction,   the

Purchase Agreement or any agreements executed in connection therewith.

            (a) Waiver of Unknown Claims.   The Parties understand and agree that

their   respective   releases   set forth above extend to all claims of every kind,

nature and description   whatsoever,   known or unknown,   suspected or unsuspected

and any and all rights under the provisions of Section 1542 of the Civil Code of

California   or under   any   comparable   statute   of any other   jurisdiction.   The

Parties   expressly   acknowledge   that they are familiar with and expressly waive

and relinquish every right or benefit they have or may have under the provisions

of Section 1542 of the Civil Code of California which reads as follows:

      "A general   release does not extend to claims which the creditor   does not

      know or   suspect   to exist   in his   favor   at the   time of   executing   the

      release,   which   if   known   by   him   must   have   materially   affected   his

      settlement with the debtor."

ARTICLE II

INDEMNIFICATION OBLIGATIONS

      2.1   Indemnification   by NMED. In addition to any other remedies available

under   applicable law, NMED will indemnify,   defend,   and hold harmless   Premium

Medical Group and the PMG Shareholders   (collectively,   "PMG") and its officers,

directors,    managers,    employees   and   consultants   (collectively,    the   "PMG

INDEMNITEES")   against   and in respect of any and all claims,   demands,   losses,

recoveries,   and deficiencies,   including   interest,   penalties,   and reasonable

attorneys' fees (collectively,   "LOSSES") that the PMG Indemnitees will incur or

suffer after the effective date of this Agreement and which arise out of (i) the

incorrectness,   untruth,   or breach of any warr