Unassociated Document


    CONSULTING
      AGREEMENT

     

    This
      CONSULTING AGREEMENT (the "Agreement"), is effective as January 1, 2008,
      between: Mr. Robert Schechter at Equity Communications (the “Consultant”), with
      an office at 551 Fifth Ave. #3025 New York, NY 10176 and KIWA Bio-Tech Products
      Group Corporation, ("Company"), with offices at 415 W. Foothill Blvd., #206
      Claremont CA 91711 

    


    WITNESSETH

     

    WHEREAS,
      the Company requires and will continue to require consulting services relating
      to management advisement, strategic planning and marketing in connection with
      its business, together with advisory and consulting related to shareholder
      management and public relations; 

     

    WHEREAS,
      Consultant is qualified to provide the Company with the aforementioned
      consulting services and is desirous to perform such services for the Company;
      

     

    WHEREAS,
      the Company wishes to induce Consultant to provide these consulting services
      to
      the Company and wishes to contract with the Consultant regarding the same
      believing it to be in its best interest, 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter stated, it
      is
      agreed as follows: 

     

    1. APPOINTMENT.
      

     

    The
      Company hereby engages Consultant and Consultant agrees to render services
      to
      the Company as a consultant upon the terms and conditions hereinafter set forth.
      

     

    2. TERM.
      

     

    The
      term
      of this Consulting Agreement began as of the date of this Agreement, and shall
      terminate on June 30, 2008, unless earlier terminated in accordance with
      paragraph 9 herein or extended as agreed to between the parties. 

     

    3. SERVICES.
      

     

    During
      the term of this Agreement, Consultant shall provide advice to undertake for
      and
      consult with the Company concerning management, marketing, consulting, strategic
      planning, corporate organization and structure, financial matters in connection
      with the operation of the businesses of the Company, expansion of services,
      acquisitions and business opportunities, and shall review and advise the Company
      regarding its overall progress, needs and condition. The services of Consultant
      shall not be exclusive nor shall Consultant be required to render any specific
      number of hours or assign specific personnel to the Company or its projects.
      The
      parties hereto acknowledge and agree that Consultant cannot guarantee the
      results or effectiveness of any of the services rendered or to be rendered
      by
      Consultant. Rather, Consultant shall conduct its operations and provide its
      services in a professional manner and in accordance with good industry practice.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Consultant
      agrees to provide on a timely basis the following enumerated services plus
      any
      additional services contemplated thereby: 

     

    (a)
      The
      implementation of short-range and long-term strategic planning to fully develop
      and enhance the Company's assets, general resources, products and services;
      and


     

    (b)
      Advise the Company relative to its operational needs, relating specifically
      to
      past and future corporate transactional and mergers and acquisitions matters.
      

     

    (c)
      Advise the Company in relation to shareholder management and public relations.
      

     

    Consultant
      shall be available for advice and counsel to the officers and directors of
      the
      Company at such reasonable and convenient times and places as may be mutually
      agreed upon. Except as foresaid, the time, place and manner of performance
      of
      the services hereunder, including the amount of time to be allocated by
      Consultant to any specific service, shall be determined at the sole discretion
      of Consultant. 

     

    4. DUTIES
      OF THE COMPANY. 

     

    The
      Company shall provide Consultant, on a regular and timely basis, with all
      approved data and information about it, its subsidiaries, its management, its
      products and services and its operations as shall be reasonably requested by
      Consultant, and shall advise Consultant of any facts which would affect the
      accuracy of any data and information previously supplied pursuant to this
      paragraph. The Company shall promptly supply Consultant with full and complete
      copies of all financial reports, all fillings with all federal and state
      securities agencies; with full and complete copies of all stockholder reports;
      with all data and information supplied by any financial analyst, and with all
      brochures or other sales materials relating to its products or services.


     

    5. COMPENSATION.
      

     

    Upon
      execution of this Agreement and in settlement for its services hereunder, the
      Consultant shall receive $1,000 per month and 140,000 Company’s common stocks.
      The Company further agrees to execute a written request to its transfer agent
      to
      prepare and deliver, per Consultant’s instructions, one stock certificate to Mr.
      Robert Schechter for the Company’s shares of common stock. 

     

    6. REPRESENTATION
      AND INDEMNIFICATION. 

     

    The
      Company shall be deemed to have been made a continuing representation of the
      accuracy of any and all facts, material information and data which it supplies
      to Consultant and acknowledges its awareness that Consultant will rely on such
      continuing representation in disseminating such information and otherwise
      performing its advisory functions. Consultant in the absence of notice in
      writing from the Company, will rely on the continuing accuracy of material,
      information and data supplied by the Company. The Company agrees to indemnify,
      hold harmless and defend Consultant, its agents or employees from any proceeding
      or suit which arises out of or is due to the inaccuracy or incompleteness of
      any
      material or information supplied by the Company to Consultant. Consultant
      represents that he has knowledge of and is experienced in providing the
      aforementioned services. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7. COMPLIANCE
      WITH SECURITIES LAWS. 

     

    The
      Company understands that any and all compensation outlined in Section 5 shall
      be
      paid solely and exclusively as consideration for the aforementioned consulting
      efforts made by Consultant on behalf of the Company as an independent
      contractor. Consultant is a natural person. Any monies transferred to Company
      by
      Consultant herein is not made with the intent to raise capital or to provide
      the
      Company with capital. Consultant has been engaged to provide the Company with
      traditional business, management, technical and operational consulting, and
      related business services. Consultant’s engagement does not involve the
      promotion or marketing of the Company’s securities (including it's common
      stock), nor does it involve raising money for the Company. 

     

    8. CONFIDENTIALITY
      

     

    Consultant
      will not disclose, without the consent of the Company, any financial or business
      information concerning the business, affairs and plans of the Company which
      Consultant may receive from the Company, provided such information is plainly
      marked in writing by the Company as being confidential (the Confidential
      Information). Consultant will not be bound by the foregoing limitation in the
      event (i) the Confidential Information is otherwise disseminated and becomes
      public information, or (ii) Consultant is required to disclose the Confidential
      Information pursuant to a subpoena or other judicial order. 

     

    9. MISCELLANEOUS.
      

     

    Termination:
      This
      Agreement may be terminated by either Party upon written notice to the other
      Party for any reason which shall be effective five (5) business days from the
      date of such notice. This Agreement shall be terminated immediately upon written
      notice for material breach of this Agreement. Upon termination, and fees or
      expenses due to Consultant shall become immediately payable. 

     

    Modification:
      This
      Consulting Agreement sets forth the entire understanding of the Parties with
      respect to the subject matter hereof. This Consulting Agreement may be amended
      only in writing signed by both Parties. 

     

    Notices:
      Any
      notice required or permitted to be given hereunder shall be in writing and
      shall
      be mailed or otherwise delivered in person or by facsimile transmission at
      the
      address of such Party set forth above or to such other address or facsimile
      telephone number as the Party shall have furnished in writing to the other
      Party. 

     

    Waiver:
      Any
      waiver by either Party of a breach of any provision of this Consulting Agreement
      shall not operate as or be construed to be a waiver of any other breach of
      that
      provision or of any breach of any other provision of this Consulting Agreement.
      The failure of a Party to insist upon strict adherence to any term of this
      Consulting Agreement on one or more occasions will not be considered a waiver
      or
      deprive that Party of the right thereafter to insist upon adherence to that
      term
      of any other term of this Consulting Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Assignment:
      The
      Agreement is not assignable by either party unless agreed in writing.


     

    Severability:
      If any
      provision of this Consulting Agreement is invalid, illegal, or unenforceable,
      the balance of this Consulting Agreement shall remain in effect, and if any
      provision is inapplicable to any person or circumstance, it shall nevertheless
      remain applicable to all other persons and circumstances. 

     

    Disagreements:
      Any
      dispute or other disagreement arising from or out of this Consulting Agreement
      shall be submitted to arbitration under the rules of the American Arbitration
      Association and the decision f the arbiter(s) shall be enforceable in any court
      having jurisdiction thereof. Arbitration shall occur only in San Diego County,
      CA. The interpretation and the enforcement of this Agreement shall be governed
      by California Law as applied to residents of the State of California relating
      to
      contracts executed in and to be performed solely within the State of California.
      In the event any dispute is arbitrated, the prevailing Party (as determined
      by
      the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's
      fees incurred (as determined by the arbiter(s)). 

     

    IN
      WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
      as
      of the date first above written. 

     

    For
      and
      on behalf of: Kiwa Bio-Tech Products Group Corporation Equity
      Communications

     

    
      	
            	 	 	
            
	Wei Li 	 	 	Robert Schechter
	President/CEO	 	 	January 10,
              2008