SHENGKUI/KIWA
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                                    CONTRACT

CONTRACT NUMBER: SELLER/SHENGKUI051/08/2006/UREA DATED JULY 31 , 2006

THIS  AGREEMENT  CONTRACT IS FOR THE SALE AND  PURCHASE  OF PRILLED  UREA 46 % N
AGRICULTURAL GRADE

BETWEEN

          SELLER:
          SHENGKUI TECHONLOGIES, INC.
          POLY PLAZA, 14. DONGZHIMEN NANDAJIE, DONGCHENG DISTRICT,
          BEIJING, P.R.CHINA  100027
          CONTACT PERSON:  HONGJIE WU
             TEL: +86-10-65003334-576
             FAX:+86-10-65004484


(Hereinafter known as Seller)


AND


BUYER:
          KIWA BIO-TECH PRODUCTS GROUP LTD
          ROOM 4410, 44/F.,
          CHINA RESOURCES BUILDING
          NO. 26 HARBOUR ROAD, HONG KONG

          CONTACT PERSON:       WEI LI
          TEL:                  (852)2389 2367
          FAX:                  (852)2341 2909
          EMAIL:                WADEWEILI@KIWABIOTECH.COM



 (Hereinafter known as Buyer)


WHEREAS:  The Seller and Buyer each with full  corporate  authority,  certifies,
represents and warrants that each can fulfill the requirements of this agreement
and respectively  provide the products and the funds referred herein in time and
under the terms agreed to hereafter.

WHEREAS:  The Seller Hereby agrees and makes an irrevocable and firm contract to
deliver ONE MILLION TWO HUNDRED  THOUSAND  METRIC TONS  (1,200,000 MT +/- 5%) of
PRILLED  UREA 46 % N  AGRICULTURAL  GRADE Cost,  Insurance  and Freight (CIF FO)
INCOTERMS 2000.

WHEREAS:  The Buyer Hereby agrees and makes an irrevocable  and firm contract to
purchase ONE MILLION TWO HUNDRED  THOUSAND METRIC TONS (1,200,000 MT +/- 5%)x of
PRILLED  UREA 46 % N  AGRICULTURAL  GRADE Cost,  Insurance  and Freight (CIF FO)
INCOTERMS 2000.

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ADDENDA INTEGRAL TO THE CONTRACT:

         Addendum A: Banking Information
         Addendum B: Conditions of Payment
         Addendum C: Procedure


1.    PRODUCT:
      UREA 46 % N SHALL CONFORM TO THE FOLLOWING SPECIFICATIONS.

      SPECIFICATION:                      46% Prilled
      Quality:                            Standard Export Quality
      Nitrogen:                           46% By Weight minimum
      Moisture                            0.5% Max Fisher / 0.3% Max Dryer
      Biuret:                             1% Max By Weight
      Anti-Caking Agent:                  Treated Against Anti-Caking
      Free Ammonia:                       160 pkt, ppm max
                                          1-4mm 90%
      Granulation:                        Lesser than 2mm 1% Greater than 3mm 4%
      Melting Point:                      132 Degrees Celsius
      Color:                              Standard White or Pure White Prilled
      Free From:                          Harmful Substances
      Radiation:                          Free from Radioactivity
                                          100% Free Flowing

2.    ORIGIN:
      Ukraine / Russian  Federation / CIS or As  Specified By Seller;  SELLER TO
      NOTIFY  BUYER  THE  PORT  OF  ORIGIN  FOR  DOCUMENTARY  LETTER  OF  CREDIT
      DESIGNATION.


3.    DESTINATION / PRODUCT DISCHARGE:
            i.    Within  FIVE  (5)  days  of  Buyer  and  Seller   signing  the
                  Agreement,  the Buyer will  advise  the Seller in writing  the
                  particulars of the discharge port.
            ii.   Destination  shall be CIF  SUBIC BAY  PORT,  PHILIPPINES  (See
                  Article 26 Terms and Definitions)  subject to seller's receipt
                  of all  appropriate  permits,  permissions  and licenses.  The
                  basis of  delivery  for the  shipments  shall be  Twenty  Five
                  Thousand (25,000 MT).
            iii.  Delivery of first  shipment  shall be done  within  Forty-Five
                  days (45) days after receipt and  confirmation of an operative
                  financial  instrument  acceptable  to the seller and  complete
                  within the stated time.
            iv.   Minimum  discharge rate of 1,200 (Twelve  Hundred) metric tons
                  per WWD subject to discharge port off load capabilities.

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4.    PRODUCT DELIVERY:
            i.    The dates of Bill Of Lading  shall be  considered  the date(s)
                  delivery.
            ii.   The first  delivery  shall begin  within  forty five (45) days
                  after the receipt and  confirmation of an operative  financial
                  instrument acceptable to the seller.
            iii.  The Seller  reserves the right to deliver  earlier than agreed
                  in this contract  giving notice to all designated  parties and
                  with the approval of the buyer.
            iv.   The  whole  quantity  of  1,200,000  MT  (One  Million  twenty
                  Thousand Metric Tons) will be shipped in 25,000 MT
            v.    Total shipments shall be according to shipping  schedule to be
                  mutually  agreed by the  Seller  and  Buyer.  Shipments  to be
                  completed within a maximum of EIGHTEEN (18) months.
            vi.   Minimum  is subject to slight  and  reasonable  variations  in
                  schedules due to customary and usual exigencies.
            vii.  Consecutive  shipments  shall be  shipped  by  delivering  and
                  receiving  schedule  of buyer,  sent to the  seller  after the
                  first  shipment  has left the  port as  indicated  by the W.K.
                  WEBSTER & CO. LTD certificate.
            viii. INCOTERMS 2000 / CIF (SEE ARTICLE 30 TERMS AND DEFINITIONS).
            ix.   The buyer and seller agree that partial  shipments are allowed
                  and the buyer and  seller  agree that  transshipments  are not
                  allowed.


5.    CONTRACTED QUANTITY:
      ONE MILLION TWO HUNDRED  THOUSAND  METRIC TONS  (1,200,000  MT) of PRILLED
      UREA N 46%, with value tolerance 5%, to be shipped as per schedule.

      The total  quantity  delivered in this contract shall be determined by the
      certifications of the weight issued by the inspection authority and by the
      Bills of Lading of the shipment that was in effect delivered to the buyer.


6.    PRODUCT WEIGHT AND QUALITY:
      The  Seller  guarantees  that  each  shipment  of  prilled  UREA  46  %  N
      AGRICULTURAL  GRADE shall be provided  with an inspection  certificate  of
      weight and quality at the time of loading and such a certificate  shall be
      provided by W.K.  WEBSTER & CO., LTD. or similar  recognized  authority at
      the Buyer's expense. The Inspection Certificate issued is required for DLC
      negotiation.

7.    PACKING:
The  product is to be packed in net 50 kg (fifty  kilograms)  new  Polypropylene
Bags with  polyethylene  lining.  The bags have a  combined  tare of 100 gm (one
hundred  grams)  and are  sufficient  to ensure  the safe  arrival of product to
destination.
BAG MARKING - NEUTRAL  ENGLISH  MARK IN SEVEN LINES IN BLACK  COLOUR ON ONE SIDE
WITH " UREA"TO BE PRINTED IN DOUBLE SIZE OF THE OTHER LINE.
                                      UREA
                               46 PCT NITROGEN MIN
                                1 PCT BIURET MAX
                              0.5 PCT MOSITURE MAX
                                   50 KGS NETT
                                  USE NO HOOKS
                               MADE IN AUSTRALIA.

      Bags will be labeled in English  language  marking net  weight,  validity,
      product and country of origin or per Buyer's  instructions.  5% extra bags
      are supplied free of charge.

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8.    PRICE PER METRIC TON:
      ONE HUNDRED AND  THIRTY-FIVE  UNITED STATES DOLLARS (US$ 135/-) per METRIC
      TON CIF FO SUBIC BAY PORT, PHILIPPINES.


9.    CONTRACT AMOUNT:
      UNDER THE CONTRACT,  THE TOTAL VALUE OF CONTRACTED  QUANTITY OF DELIVERIES
      IS  ONE  HUNDRED  AND  SIXTY-TWO   MILLION   UNITED  STATES   DOLLARS  (US
      $162,000,000)  (+/-  5%),  AND  IS  NOT  INCLUSIVE  OF  ANY  EXTENSION  OF
      QUANTITIES.


10.   PAYMENT TERMS:
      1)    PAYMENT  OF EACH  ORDER  (25,000MT)  MAKE BY  DOCUMENTARY  LETTER OF
            CREDIT (DLC) AT SIGHT, IRREVOCABLE, TRANSFERABLE, AND CONFIRMED.
      2)    DLC IS FOR THREE MILLION THREE  HUNDRED  SEVENTY-FIVE  THOUSAND U.S.
            DOLLARS (US$3,375,000.00) +/- 5%.

      Before the payment  instrument is transferred  to the Sellers  Account the
      text of the  payment  instrument  must be  reviewed  and  approved  by the
      Seller.

      Upon approval, Seller shall issue Performance Bond and Proof of Product by
      SWIFT, to Buyer's bank.

Please refer to ADDENDUM C: CONDITIONS OF PAYMENT & PROCEDURE

CONTRACT PROCEDURES:

      TRANSACTION PROCEDURES


      After the Contract approved and signed by the Seller and the Buyer:

      A/
      The Buyer must open a Non - Operative  LC within ten (10)  working days to
      the Seller;

      B/
      The Seller must issue 2 % Performance Bond valued to USD67,500 by L/C with
      the POP (Proof of  Products - of which the format  must be approved by the
      Buyer)  within ten (5) working  days after their Bank  receives  the Non -
      operative LC from the Buyer;

      C/
      The LC will be activated by the 2 %  Performance  Bond and POP as per Item
      10 b/

      D/
      The delivery will be started to proceed.  Seller to nominate vessel within
      twelve (12) days of acceptance  of Buyer's DLC, the  notarized  Acceptance
      certificate of the vessel by the buyer is required for DLC negotiation.

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11.   ANTI-DUMPING CAUTION:
      The BUYER  incurs  the  complete  responsibility  for  observance  of anti
      dumping norms,  rules and procedures in the national market and markets of
      the further realization of subject of the present Contract, undertakes not
      to conclude transactions on these markets under prices, which are dumping,
      in accordance with  legislation of appropriate  country and  international
      rules;  and to be the only defendant to all possible  anti-dumping  claims
      and in payment of the duties,  taxes and other  expenses which are imposed
      on Goods under the present  Contract,  in accordance with anti dumping law
      of the country of import.

12.   ACCEPTANCE OF GOODS:
      Under  accompanying  documents  mentioned in the Clause 13 (below) of this
      Contract.

13.   PRODUCT DOCUMENTATION PER LIFT:
      1.    Three Originals And Three Copies - Signed Commercial Invoice.
      2.    Three  Originals  And Three  Copies - Clean On Board  Ocean  Bill Of
            Lading Made Out To The Order Of Issuing Bank Marked Freight  Prepaid
            And Notify The Applicant.
      3.    Three  Originals  And Three Copies - Packing List Showing  Gross And
            Net Weight And  Number Of Ocean Bill Of Lading In One  Original  And
            Three Copies -  Certificate  Of Origin Issued By Chamber Of Commerce
            of Country Of Origin.
      4.    One Original And Two Copies - Certificate  Of Wt And Quality  Issued
            By S.G.S.
      5.    One original Copy - Insurance  Policy / Certificate In Duplicate For
            110  Pct  Of  The  Draft,   Blank  Endorsed  Covering  Ocean  Marine
            Transportation  All Risks War Risks.  (1:00)  Charter  Party Bill of
            Lading acceptable. Third Party documents acceptable.
      6.    Other procedures,  certificates and  documentation  required for DLC
            negotiation.

14.   PRODUCT INSURANCE:
      Insurance  will be  covered  by the  seller at his cost and  expense  from
      warehouse or other to discharge  port covering All Risks for not less than
      110 percent of the invoice value according to buyer's instructions.

15.   DEMURRAGE:
      The  vessel's  Master is to advise the Buyer's  agent at port of discharge
      the vessel's name, date of arrival,  vessel capacity,  number of hatches /
      number  of cargo  chambers,  quantity  loaded  per cargo  chamber  and the
      particulars of the vessel's  readiness to effect cargo operations  through
      all hatches.

      The  vessel's  Master  shall  give  twenty  (20)  days and  seven (7) days
      provisional  notice and 72, 63 and 21 hours final  notice of the  vessel's
      estimated  time of arrival at port of  destination to the Buyer's agent at
      the port of  discharge.  Such  notices  shall be  effected  during  normal
      business hours and whether in berth or not.

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      Lay time shall  commence  from 1.00 PM if vessel  notices of  readiness to
      discharge  is given prior to noon and from 8.00 AM of the next working day
      if notice is given after noon. If the port is congested,  then lay time is
      to commence twenty-four (24) hours after notice of readiness is given. The
      Buyer is responsible for the product discharge.

      The  average  discharge  rate  shall be  1,500/mt  for  bagged  product or
      6,000/mt  for bulk  product per weather  working day of  twenty-four  (24)
      hours.  If the  port of  discharge  has a  lower  average  discharge,  the
      discharge  rate will be adjusted  according  to the port's  capacity.  The
      times  from 5.00 PM hours on  Saturday  to 08.00  hours on Monday and from
      17.00 hours on the day  proceeding to 08.00 AM hours on the day succeeding
      any holiday are excluded even if used.

      Should the vessel be  discharged  at the rate less than the  average,  the
      Buyer  shall pay to Seller  demurrage  at a rate  between  US $2,500  (Two
      Thousand Five Hundred  United States  Dollars and US$ 5,000 (Five Thousand
      United States  Dollars) per running day and prorated share for any portion
      of any running day.

      Should the vessel discharge at a rate greater than the average; the Seller
      shall pay to the Buyer a  compensation  for speedy  discharge at a rate of
      US$ 2,500 (Two  Thousand Five Hundred  United States  Dollars) per running
      day.

      It is agreed that demurrage be settled by the vessel's  Master and Buyer's
      shipping  agent  within  five (5)  days  from the  receipt  of the  vessel
      Master's Invoice.

      All taxes or levies  imposed  by the  country of  destination,  having any
      effect  on  this   Agreement   are  for  Buyer's   account  and  his  sole
      responsibility.  All taxes or levies and port dues  imposed by the country
      of  origin,  having  any  effect on this  Agreement  are for the  Seller's
      account and his sole responsibility.

      Should the vessel be required to shift from one berth for another  port of
      discharge,  then the time used shifting shall be for Buyer's  account.  In
      the event lighter age is required at the port of discharge,  said expenses
      are for the Buyer's account.

16.   IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:
      All taxes or levies imposed by the country of import  (destination) having
      effect  on  this  contract  are on the  buyer's  account  and  their  sole
      responsibility.  The Buyer must have all import permissions and permits in
      writing and a copy sent to the seller.

      Buyer bears the sole  responsibility of securing all permits,  licenses or
      any other documents required by the governments of the importing nation.

      Seller will bear no  responsibility to provide such  documentation.  Buyer
      will bear all costs  associated with securing such documents and will also
      bear all costs and  penalties  arising if such  documents are not secured.
      Under no  circumstances  shall the seller be held  liable  for  missing or
      improper documentation the buyer is required to provide. Shipping is based
      on INCOTERMS 2000.

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17.   FORCE MAJEURE:
      No party shall be liable for any  inability to comply with the  obligation
      inherent  in  this  Agreement,  whether  wholly  or in  part,  where  such
      inability is due, whether  directly or indirectly,  to - (i) Causes beyond
      their reasonable control;  (ii) Acts of God; (iii) Acts (including failure
      to act) of any  Government  Authority  (dejure  or de  facto);  (iv)  Wars
      (whether declared or undeclared); (v) Riots, Revolution, (vi) Fire, Flood,
      Sabotage,  Nuclear  Accident,  Earthquake,  Storm or  Epidemic ; and (vii)
      Where  banks are  closed by reason of  Industrial  Dispute  or  Government
      Intervention;  and any other  interruption of the Private Placement by the
      FED and OR Trader Group.

      In all other respects,  any legal definition of a circumstance promoting a
      claim for Force Majeure shall  consider  provisions of the clause,  "Force
      Majeure  Hardship" as contained in the  INTERNATIONAL  CHAMBER OF COMMERCE
      PUBLICATION  NO. 421,  which  model  reference  clause is deemed  included
      herein by said reference.


18.   DISPUTES AND ARBITRATION:
      All disputes and  disagreements,  which may arise in connection  with this
      contract,  shall be settled  through  friendly  negotiations  between  the
      parties.  Disputes  and  disagreements  that  cannot  be  settled  through
      friendly   negotiations   between   the   parties   shall  be  decided  in
      INTERNATIONAL  ARBITRATION  ASSOCIATION CHAMBERS,  NEW YORK by one or more
      arbitrators appointed in accordance with the said rules.

      In the event of any  controversy or dispute arising out of this Agreement,
      or any resulting  transaction,  the parties shall first attempt to achieve
      an adequate  settlement  among  themselves.  If such an attempt fails, the
      dispute or controversy arising out of or relating to this Agreement or its
      interpretation  shall be settled exclusively and finally by arbitration in
      INTERNATIONAL  ARBITRATION  ASSOCIATION CHAMBERS,  NEW YORK by one or more
      arbitrators appointed in accordance with the said rules.

      Any award rendered in any such  arbitration  proceeding shall be final and
      binding  on  each  of the  parties,  their  respective  heirs,  executors,
      administrators,   legal  representatives,   successors  and  assigns,  and
      judgment may be entered thereon in a Court of competent jurisdiction.

      The  arbitrator  shall award one hundred  percent (100%) of all attorney's
      fees and costs  incurred by the prevailing  party in any such  arbitration
      proceeding.  All attorney's  fees and costs shall be included in any award
      rendered in such arbitration proceeding by the arbitrator.

      A dispute is any unresolved  disagreement  between the parties relating to
      this  Agreement.  It includes any claim or  controversy  of any kind which
      arises  out of,  or is in any way  related  to,  this  Agreement.  It also
      includes  statutory,  common  law and  equitable  claims.  A dispute  also
      includes any disagreement  about the meaning of this Agreement and whether
      a disagreement is a "dispute"  subject to binding  arbitration as provided
      for in this Agreement.

19.   AUTHORITY TO EXECUTE THIS CONTRACT:
      The parties to this contract  declare that they have the full authority to
      execute this document and  accordingly  to be fully bound by the terms and
      conditions.

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20.   EXECUTION OF THIS CONTRACT:
      Each of the  parties to this  contract  represents  that it has full legal
      authority to execute  this  contract and that each party is to be bound by
      the  terms  and  conditions  contained  in  the  contract.  This  contract
      represents the entire agreement between the parties and any change will be
      made in writing, executed by both parties.

21.   GOVERNING LAW:
      This contract  shall be governed and  interpreted  in accordance  with the
      UNITED NATIONS  CONVENTION for the sale of goods (U.N Convention).  In the
      event of  inconsistency  between this  contract and the  provisions of the
      U.N.  Convention,  this  contract  shall have  priority for the purpose of
      Article 39 pf the U.N. Convention.  A reasonable period shall deemed to be
      5 days.  This contract  shall further be construed in accordance  with the
      courts  of  the  European  union,  which  shall  apply  to ICC  rules  and
      regulations.

22.   LANGUAGE USED:
      The English Language will be used. Grammatical mistakes, typing errors (if
      any) shall not be regarded as contradictions.

23.   ASSIGNMENT:
      1.    Any of the  sides is  allowed  to assign  the  contract  or  payment
            instrument in order to secure the performance of its obligations.
      2.    Any  assignee or legal  successor  to either  party shall assume all
            obligations and benefits of the contract
      3.    Assignment  is permitted  under mandate  issued & agreed  jointly by
            both the Seller & Buyer.


24.   NON-CIRCUMVENTION AND NON-DISCLOSURE:
            i.    The  parties  agree to abide  by the  customary  international
                  rules of non-circumvention  and non-disclosure for a period of
                  ten (10) years from the date of this  Agreement.  Neither  the
                  parties  nor any  entity  with which  they are  affiliated  or
                  entitled to receive compensation, will, in any manner, without
                  the  express  written  permission  of the other party who made
                  available  the  source(s),  disclose the  source(s) to anyone.
                  Further,  the parties  agree not to  circumvent,  by-pass,  or
                  obviate the other party or parties in any dealing,  present or
                  future,  with any persons or entities introduced by a party to
                  this Agreement.  In the event any profit is generated from any
                  such  prescribed  contact,  the offending  party hereby agrees
                  that the  aggrieved  parties  are  entitled to the full profit
                  participation as set forth by the terms of this Agreement.
            ii.   The  parties  agree  to  maintain   complete   confidentiality
                  regarding each other's affiliates,  clients, business sources,
                  contacts and sources,  and will not disclose to third persons,
                  the identity or, contacts,  contracts or agreement,  except as
                  may be required by applicable  statute,  regulation or process
                  of law.
            iii.  The parties hereto covenant, one with the other, that the text
                  of this Agreement will be maintained as  confidential  between
                  the  parties  hereto  and  agree  that  the  text  will not be
                  exhibited or demonstrated to any third-party,  save and except
                  to their respective  Corporate Officers,  and to those who, of
                  necessity, must be aware of the terms and conditions hereof in
                  order to cause  orderly  preparation  and  performance  of the
                  functions  representative  of the parties  roles as defined in
                  these presents.

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            iv.   It is further  expressly agreed and understood by the parties,
                  and their respective representatives,  that they shall, to the
                  best of their ability,  ensure and be responsible  for, strict
                  confidentiality  on the  part of their  employees,  relatives,
                  assigns,   associates  and  attorneys  with  respect  to  this
                  Agreement.
            v.    The parties  agree that  failure to  maintain  confidentiality
                  will be construed as a material breach of this Agreement.  Any
                  violation   of  the   Non-Disclosure   and   Non-Circumvention
                  provisions of this Agreement  shall survive the termination of
                  this Agreement  and/or  Contracts  arising from this Agreement
                  for a period of ten (10) years from the said termination date,
                  and the same will be  deemed to be a breach of this  Agreement
                  by such defaulting  party and will make the Party in violation
                  liable to punitive  and  compensatory  damages  actions in any
                  court of competent jurisdiction.


25.   CONTRACT TERM
      18 Months and Fifteen (15) days.  Includes the first thirty to  forty-five
      days where the shipment is being prepared.  This contract is extendable by
      another 6 months subject to reviewing the price.

26.   BINDING UPON SUCCESSORS
      This Agreement shall inure to the benefit and be binding upon the parties,
      their respective heirs, executors,  administrators, legal representatives,
      successors  and assigns,  shall extend to their  controlled  corporations,
      partnerships,  trusts,  proprietorships,  affiliates, agents, trustees, or
      executives until termination of this Agreement.


27.   ENTIRE AGREEMENT
      Except as otherwise provided herein, this Agreement  constitute the entire
      Agreement   between   the   parties,    and   all   prior    negotiations,
      representations,  or  Agreements  between  the  parties,  whether  oral or
      written,  are  merged  into this  Agreement.  This  Agreement  may only be
      amended,  supplemented, or changed and any provision hereof can be waived,
      only by a written  instrument making specific  reference to this Agreement
      signed by all parties hereto.


28.   LEGAL OPINION
      The  parties  hereto  acknowledge  that  each  has had  adequate  time and
      opportunity to consult with a counsel of their own choosing,  prior to the
      execution  of these  presents,  and  having  had  such  advice  as  deemed
      necessary,  or lack thereof by voluntary election,  each has executed this
      Agreement freely, and under no compulsion or coercion.

29.   COUNTERPARTS
      This  Agreement may be executed in one or more  counterparts  by hard copy
      signatures  and/or  signature  on facsimile  copies or by E-Mail,  each of
      which shall be deemed an original,  and said  counterparts  shall together
      constitute  but one and the same  Agreement,  binding  upon  the  parties,
      notwithstanding  that the parties are not signatory to the original or the
      same counterparts.  Legible,  machine-receipted facsimile copies of signed
      documents / documents  exchanged  by E-Mail shall be valid and accepted as
      original in the absence of demonstrated  forgery. All documents concerning
      this  Contract,  transferred  electronically,  if only  their  receipt  is
      confirmed by the receiving Party,  shall be considered as having the equal
      legal force with the originals of these documents.

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30.   TERMS AND DEFINITIONS
      ALTERNATE   CORPORATE  BANK  ACCOUNTS  -  Due  to  the  different  banking
      regulations  and  practices  around the  world,  banking  instruments  are
      accepted  by some  banks in some  countries  and not  accepted  in others.
      Depending on the financial  instrument  finally issued by the buyer to the
      seller,  it may be necessary  for the seller to use a bank other than that
      initially  designated by the seller to facilitate the  transaction.

      CIF - COST,  INSURANCE  AND FREIGHT - The delivery of goods and  insurance
      coverage to the named port of discharge at the sellers  expense.  Buyer is
      responsible  for the import  customs  and  clearance  and other  costs and
      risks.

      CONFIRMED  LETTER OF CREDIT - Letter Of Credit  where a  confirming  bank,
      usually located in the exporters country, has guaranteed payment under the
      letter of credit  assuming that all terms and  conditions of the letter of
      credit have been met. With a confirmed  letter of credit,  payment risk is
      assumed  by the  confirmed  bank  as  well as the  issuing  bank,  thereby
      providing more protection for the exporter.

      CONFIRMING  BANK - The bank at which,  at the request of the issuing bank,
      adds its confirmation to the letter of credit. In d0ing so, the confirming
      bank  undertakes  to make payment to the  exporter  upon  presentation  of
      documents  under the letter of credit assuming all terms and conditions of
      the letter of credit have been met.

      ICC (INTERNATIONAL CHAMBER OF COMMERCE)

      INCOTERMS  2000 - INCOTERMS are standard trade  definitions  most commonly
      used in sales contracts.

      NON-USA  SANCTIONED  PORT - Ports  and  countries  that the  United  Sates
      Government has not placed trade  restrictions  against for US Citizens and
      companies.  A list of the  countries  the US  Government  has placed trade
      restrictions     on    is    found    at    the     following     website:
      http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html.
      -------------------------------------------------------------

      "WEATHER WORKING DAY (WWD) OR "WEATHER WORKING DAY OF 24HOURS" OR "WEATHER
      WORKING  DAY OF 24  CONSECUTIVE  HOURS" - Shall  mean a working  day of 24
      consecutive hours except for anytime when the weather prevents the loading
      or  discharging  of the vessel or would have prevented it had work been in
      progress.

31.   PENALTY CLAUSE
      The  buyer is  subject  to a  penalty  clause  of USD  20,000 if the Non -
      operative  LC is not  opened  within 14 working  days  after the  contract
      signed by both the Seller and the Buyer.

      The Seller is subject to a penalty clause of USD 20,000 if the Performance
      Bond and POP are not  issued  within 10 working  days  after the  contract
      signed by both the Seller and the Buyer.

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SHENGKUI/KIWA
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32.   CONCLUSION
      WHEREAS: The Seller and the Buyer both irrevocably agree and confirm under
      penalty  of  perjury  to  strictly   adhere  to  this   CONTRACT   NUMBER:
      SELLER/POLYXXXX/08/2006/UREA entered into on Aug, XX, 2006 under the terms
      and conditions outlined and it is thus enforceable now on forth.

33.   ADDENDA
      The buyer and seller agree that the following addenda are an integral part
      of this  contract.  It's  verbiage  and contents in its entirety are fully
      valid and therefore enforceable.  In it's final version the addenda agreed
      and included are as follows:

      Addendum A: Banking Information
      Addendum B: Conditions of Payment
      Addendum C: Procedure

FOR AND ON BEHALF OF THE SELLER                FOR AND ON BEHALF OF THE BUYER:

SHENGKUI TECHNOLOGIES INC                      KIWA BIO-TECH PRODUCTS GROUP LTD