KIWA BIO-TECH PRODUCTS GROUP CORP.

                                (OTC BB:KWBT.OB)

                                       AND

                     YOUNG SAN KIM AND SONG N. BANG, JOINTLY





                           CONVERTIBLE NOTE AGREEMENT





                                 SEPTEMBER 2004





<PAGE>





THIS AGREEMENT is dated on September 23, 2004



BETWEEN:-



(1)      KIWA BIO-TECH  PRODUCTS GROUP CORP., a company  incorporated  under the

         laws of the State of  Delaware  in the United  States of America  whose

         registered  office is at 17700  Castleton  Street,  Suite 589,  City of

         Industry, CA 91748, USA (the "BORROWER"); and



(2)      YOUNG  SAN KIM,  a US  citizen,  whose  residential  address  is at 915

         Idlewood Rd., Glendale,  CA91202, AND SONG N. BANG, a US citizen, whose

         residential  address is at 835 S. Norton Ave. #11, Los Angles, CA 90005

         (jointly the "LENDER").



WHEREAS:-



The Lender has agreed to advance to the Borrower the sum of US$350,000 ($300,000

from  YOUNG  SAN KIM and  $50,000  from SONG N.  BANG) on the terms  hereinafter

stated.



IT IS AGREED as follows:-



1        INTERPRETATION



In this Agreement,  except to the extent the context otherwise  requires,  terms

defined  and  references  construed  in  Schedule 1 shall have the  meaning  and

construction given to them in that Schedule.



2        AMOUNT OF LOAN



Lender grants to Borrower a loan of US$350,000.



The loan, net of interest  payment and  transaction  expenses,  shall be paid by

checks  payable to KIWA BIO-TECH  PRODUCTS  GROUP  CORPORATION  or be wired into

Borrower's designated account as the following:



         Beneficiary's name:         KIWA BIO-TECH PRODUCTS GROUP CORPORATION



         Account Number:             00-80918063



         Receiving Bank's Name:      EAST WEST BANK, SAM MARINO BRANCH #10



         Bank Address:               805 Huntington Dr., San Marino, CA 91108



         Bank Telephone:             626-799-1132



         Receiving Bank's ABA:       3220-7038-1



         Swift Address:              EWBKUS66XXX



At Lender's  option the loan may be converted into Common Shares of the Borrower

upon the terms set out in Clause 4 (Conversion).



3        REPAYMENT/INTEREST



Due upon the execution of this  Agreement,  the Borrower  shall make an interest

payment of  US$17,500  in cash and issue  1,050,000  three year  warrants,  each

convertible  into one  share of  common  stock  based  on the  conversion  price

specified  in Clause 4  (Conversion).  The  interest  payment and  warrants  are

non-refundable.





                                        2

<PAGE>





The Borrower has committed  itself to repaying  US$350,000 in cash to the Lender

within six months (Maturity) from the execution of this Agreement. This article,

however, can't bind the Lender in excersing any warrants.



Mr. Wei Li, the undersigned,  shall personally guarantee US$350,000 and make his

credit  report  available  for  Lender's  review  after  having  signed the loan

documents  and prior to the loan wired into  Borrower's  account to evaluate the

execution of this loan. As such,  the Lender is granted the right to redeem this

amount from Wei Li in the event that the Borrower becomes insolvent.



Additionally,  If this  loan is not paid in full at the  maturity,  Mr.  Wei Lee

agrees to immediately  transfer the ownership of all KIWA's common stock,  which

he owns or 50% of total  number of shares  outstanding,  whichever is greater at

the time of the maturity date.



4        CONVERSION



         4.1      CONVERSION



                  At the option and instruction of the Lender,  the Lender shall

                  at any time make an  application  to exercise any warrants for

                  the issuance of shares of the  Borrower's  common  stock.  The

                  Lender shall have the right to Exercise the warrants  based on

                  a conversion price of US$0.20 per share.



         4.2      MECHANICS



                  4.2.1    Shares issued upon Exercise will be registered within

                           six  months  or as soon as  practicable  on behalf of

                           such Person or Persons as the Lender shall direct.



                  4.2.2    The  Borrower   shall  procure  that  all  taxes  and

                           capital,  stamp,  issue and  registration  duties (if

                           any) arising in connection with the Exercise.



                  4.2.3    The  Borrower  shall  procure  that  on or as soon as

                           possible after  conversion  evidence  satisfactory to

                           the  Lender  shall  be  delivered  to the  Lender  in

                           respect  of its legal  title to the  Shares  and that

                           definitive  certificates  are delivered to the Lender

                           in respect of the Shares as soon as practicable.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC