EXHIBIT 10.10

                   KIWA Bio-Tech Products (Shandong) Co., Ltd.
                          Annual Distribution Contract

              Party A: KIWA Bio-Tech Products (Shandong) Co., Ltd.

                   Party B: Xinjiang Rundi Bio-tech Co., Ltd.



         WHEREAS:

     To safeguard the legitimate rights and interests of Party A and Party B, in
accordance  with the Contract  Law of the  People's  Republic of China and other
relating laws and administrative  regulations,  in the principle of reciprocity,
mutual benefit and  development,  for the subject matter that Party A authorizes
Party B to be the exclusive  distributor in Xinjiang Uygur Autonomous Region for
Party A's products, both parties agree as follows:

         1. Appointment and flow direction control

     1.1 Party A appoints Party B as the exclusive distributor in Xinjiang Uygur
Autonomous Region  (hereinafter  referred to as the "Designated  Territory") for
Party  A's  products.  Party  A's  products  include  "Yi Mu Ling"  water  flush
fertilizer,  "Pu Guang Fu" liquid fertilizer for plant's leaves, "Zhi Guang You"
compound  microorganism  fertilizer and organic  fertilizer.  Both parties agree
that under the same  conditions for  distribution  of Party A's other  follow-up
fertilizer  products in such  territory  Party A shall give first rank to choose
Party B as the exclusive distributor and this Contract shall apply.

     1.2  Party  B's  appointment  as the  exclusive  distributor  for Party A's
products  shall  be  effective  from  Janurary  1,  2007 to  December  31,  2009
(hereinafter  referred to as the  "Distribution  Year").  If Party B reaches the
sales  objective  provided  herein upon  expiration of such term,  Party A shall
continue  the  appointment  of  Party  B as  the  exclusive  distributor  in the
designated  territory,  otherwise  Party A may decide at its own  discretion  to
notify Party B in writing of whether to extend the appointment of Party B as the
exclusive distributor. If Party B accepts this proposal, then the appointment of
Party B as the exclusive distributor of Party A's products shall be extended.

     1.3 The areas for Party B or its any sub-tier distributor who purchases the
products  directly or indirectly  from Party B to distribute  Party A's products
shall be limited to the designated territory.  Except as otherwise prior written
consent is acquired from Party A, Party B may not distribute  Party A's products
at the areas other than the designated  territory,  nor appoint any  individual,
company or distributor outside the designated territory for any reason or in any
manner.

     1.4 If Party B or its any sub-tier  distributor  who purchases the products
directly or indirectly from Party B breaches the stipulations  regarding product
flow control in selling or transferring the products, Party B shall be deemed as
breach of contract, Party A shall have the right to request Party B to stop such
noncompliance  immediately,  and  Party B shall  pay to  Party A the  liquidated
damages at 15% of the sales value of the  nonconforming  sales. If Party B fails
to stop the nonconforming  conduct after being informed,  Party A shall have the
right to unilaterally disqualify Party B as the exclusive distributor.

                                      -1-

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         2. Sales objective

     2.1 The  sales  objective  shall  mean  the  total  value  of the  products
purchased by Party A in the distribution year calculated at the actual price for
account  settlement  between the parties.  The sales objective of a distribution
year shall be RMB (pound)*50,000,000.

     2.2 Party B shall  reach the annual  sales  objective.  If Party B fails to
reach 80% of the sales objective for such period of time, Party A shall have the
right to disqualify Party B as the exclusive distributor.

         3. Product pricing

     3.1 Party B may execute  Party A's price list to its sub-tier  distributors
and terminal customers. Party A shall have the right to adjust the product price
system with a notice to Party B one month in advance.

     3.2  Settlement  price  between  Party A and  Party  B shall  be 75% of the
terminal sales price constituted by Party A.

     3.3 Party B cannot  determine at its own discretion the sales price for the
sub-tier  distributors,  and the retail prices in the designated territory shall
not be reduced in any name  (including  sales  promotion  or  discount) so as to
prevent unjust price competition.

         4. Purchase order and delivery

     4.1 Both parties  agree to  determine  the product  family,  specification,
quantity,  delivery  date,  arrival  place for each  batch of goods in  purchase
order, and this Contract shall apply for other  provisions.  Party B shall place
purchase  order in writing ten days in  advance,  and the  purchase  order shall
become  effective  after signed by the duly  authorized  representatives  of the
parties and affixed  with the  official  seals or special  stamp  dedicated  for
contract of both  parties.  The purchase  order shall form the integral  part of
this Contract.

     4.2 Once the  purchase  order is  signed,  either  party  may not  alter or
rescind the purchase  order  unilaterally.  If Party B requests  replacement  of
goods for the reason that different  family of products are needed for different
season,  Party A shall make  replacement of the goods,  and the additional  cost
shall be borne by Party B, but no  replacement  may be made  after one year from
the date of delivery.

     4.3 Party A  acknowledge  that Party A shall ship the goods within two days
after  receiving the advance payment  specified in Clause 6.1 hereof,  and shall
notify in writing Party B of the date of shipment, quantity and way of shipment.
If for any individual  time the order of Party A's products is more than one ton
(inclusive one ton),  Party A shall be  responsible  for consigning the goods to
shipment by railway,  and pay the railway  shipment cost and the insurance cost,
and the destination  shall be subject to the railway station closest to the site
designated  by  Party  B.  After  the  goods  arrive  at such  destination,  the
consignment risks and all costs including  shipping cost shall be borne by Party
B. If for any  individual  time the order of Party A's products is less than one
ton or Party B requests  to adopt  other way of  shipment,  Party A shall not be
responsible for the shipping cost and the insurance cost, but Party A can handle
the consignment formality at Party B's account.

                                      -2-



     4.5 If Party A fails to ship the goods  within the time limit  specified in
the purchase order,  the liquidated  damages shall be calculated on the basis of
the value of goods of overdue  shipment  with the punitive  interest for overdue
loan,  for each day at 0.03% of the value of goods of overdue  shipment,  except
for that the late shipment is approved by Party B.

         5. Product acceptance and objection

     5.1  Party B shall  perform  acceptance  check on the  type,  quantity  and
packing of goods within five days after  receiving the goods. If Party B has any
objection,  Party B shall raise the  objection in writing to Party A within five
days  after  receiving  the goods.  If no  acceptance  check is made  within the
specified  time limit or no objection is raised within the specified time limit,
the goods shall be deemed as accepted.

     5.2 If Party B finds any product  quality  problem  within two months after
receiving  the goods or finds  shortage  in  quantity,  and it is  necessary  to
return, replace or supplement the goods, Party B shall give notice in writing to
Party A and take good care of the defective  goods.  After Party A's  authorized
representative  confirms  the  responsibility  is with  Party A, the  action  to
return, replace or supplement the goods shall happen. If any such request is not
raised within the due time, all the goods shall be deemed acceptable.

     5.3 After receiving Party B's objection or request of compensation, Party A
shall given written  response within seven days after receiving the objection or
request of  compensation,  if Party A's failure to do so shall be deemed as that
Party A agrees to  supplement  the goods or deduct the  payment for the goods in
shortage.

         6. Account settlement and payment

     6.1  Within  five days  after a  purchase  order is  signed,  Party B shall
advance to Party A 50% of the total  payment  for the goods  under the  purchase
order,  and pay the  arrears  50% of the total  payment  at next time of placing
purchase order,  but the on-credit period shall not be more than two months from
delivery date, if the time interval between the previous  purchase order and the
following purchase order is more than two months,  Party B shall pay the arrears
in full amount at the end of two months from last  shipment.  Party B may choose
to make the  payment  for  goods by check  or  draft  and  remit to the  account
designated by Party A.

     6.2 If terminal  clients  developed by Party B place orders  directly  with
Party A with  the  terminal  sales  price,  Party A shall  pay 25% of the  total
payment as the commission fee to Party B three days after  receiving the payment
from the terminal clients.

     6.3 If Party B fails to make payment  within the due time,  the  liquidated
damages  shall  be  calculated  on the  basis of the  value of goods of  overdue
shipment with the punitive  interest for overdue loan,  for each day at 0.03% of
the  value of goods of  overdue  shipment.  In case the  arrearage  is more than
RMB100,000  on credit for more than 4 months from the date of shipment,  Party A
shall  have  the  right  to  unilaterally  disqualify  Party B as the  exclusive
distributor.

     6.4 Party B shall pay the full amount according to the invoice.  In case of
any  damage  or  quantity  shortage,  it shall  be  handled  separately  through
consultation,  Party  B may  not  make  deduction  from  the  payment  of  goods
automatically.

                                      -3-

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         7. Marketing support

     7.1 Both parties agree to work closely  together to carry out the marketing
work for Party A's  products,  and give full  conveniences  and  support to each
other. In the meantime,  both parties agree to adopt application test and market
promotion synchronically in selling goods in designated area. Party B will be in
charge of  contacting  and  confirming  of the places for  application  test and
coordinated institutions, while Party A will be responsible for providing sample
products and techinical support.

     7.2 Both parties agree to take the second (2) way below to make advertising
investment in the designated territory:

     (1) The product advertising investment in the designated territory shall be
paid by Party A. Both parties guarantee that their respective annual advertising
investment  shall not be less than  2.5% of the total  payment  for goods at the
designated territory.

     (2) The product advertising investment in the designated territory shall be
paid initially by Party A.

     The  advertising  investment  as used  herein  shall  mean  the  costs  for
advertising  material  preparation and advertisement  publicity  excluding labor
cost.

     7.3 Party A shall provide Party B with the following services and support:

     (1)to issue to Party B the letter of appointment  as exclusive  distributor
and the nameplate for exclusive distributor.

     (2)to assist Party B in formulating  proper marketing plan and scheme based
on the situation of Party B and the local area.

     (3)Party A shall be responsible  for  advertisement  design,  providing the
advertising  materials  and the training  documents,  and  assisting  Party B in
formulating the advertising  scheme which conforms to the situation of the local
area.

     (4)Party  A shall  assign  special  person to provide  Party B with  timely
all-round services, and give on-site technical guidance from time to time.

     (5)Party A shall have  hotline  telephone  to answer all kinds of technical
questions  which may be  raised  from  time to time by the  distributor  and the
customers.

         8. Fee for Developing Market in Early Stage

     8.1 Party A agrees to pay the fee for  exploring  market in the early stage
in Xinjiang  Uygur  Autonomous  Region to Party B, which is 3% of the  appointed
annual sales  objective in the second item. The exploring fee is only applicable
for the first year of distribution.

     8.2 Party A shall pay the fee above two months after signing this contract,
expenses  Party A has already paid to Party B before the contract  shall also be
accounted.

         9. Miscellaneous

     9.1 Party B shall keep  confidential  Party A's business secrets related to
Party  A's  products  which  may come to the  knowledge  of  Party B during  the
distribution  activities.  Such  confidentiality  obligations shall apply within
five years after this Contract is terminated for any reason. After this Contract
is terminated due to expiration of the distribution term or is rescinded for any
other  reason,  Party B shall  return to Party A all the  documents  of Party A,
letter of appointment as exclusive  distributor  and the nameplate for exclusive

                                      -4-

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distributor  (including  duplicates).  In the event that  Party B  breaches  its
confidentiality  obligations,  Party A shall  have the right to claim to Party B
the compensation for losses.

     9.2 In the event that under special circumstances such as any force majeure
event or an change to the state policy which makes  either party  impossible  to
perform this Contract,  the other parties shall be exempted from its liabilities
for breach of contract. Anything in connection therewith shall be settled by the
parties through discussion.

     9.3 For matters not covered  herein,  both parties may agree upon otherwise
through  discussions  and  reach  supplementary   agreement.  The  supplementary
agreement shall be equally authentic with this Contract.

     9.4 This  Contract  shall  become  effective as of the date of execution by
both  parties.  This  Contract is signed on December  26, 2006 in Urumchi  City,
Xinjiang Uygur Autonomous Region. This Contract shall be made in duplicate,  and
each party  shall hold one  original  copy.  The two  original  copies  shall be
equally authentic.



Party A: KIWA Bio-Tech Products (Shandong) Co., Ltd.

Authorized representative:  /s/  Yunlong Zhang
                            ------------------
                                 Yunlong Zhang


Position: Director





Party B: Xinjiang Rundi Bio-tech Co., Ltd.

Authorized representative:  /s/  Bin Liu
                            ------------------
                                 Bin Liu

Position: Chairman of Board of Directors