Exhibit 10.1



                       KIWA BIO-TECH PRODUCTS GROUP CORP.
                                (OTC BB:KWBT.OB)

                                       AND

                                 DONALD WORTHLY


                               SECURED PROMISSORY
                                 NOTE AGREEMENT












                                    MAY 2005

<PAGE>



This Agreement is dated on May 30, 2005

Between:-

(1)    KIWA BIO-TECH PRODUCTS GROUP  CORPORATION,  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)    DONALD WORTHLY,  a US citizen,  whose  residential  address is at 685 Old
       Stamford Road, New Canaan, CT 06840 USA. (the "Lender").

WHEREAS:-

The Lender has agreed to advance to the  Borrower the sum of  US$150,000  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$150,000.

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, SAN 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

3  REPAYMENT/INTEREST

The Note will have a 12% (per annum) coupon attached which shall be paid monthly
up to the three month  anniversary  with an option for renewal for another three
months.  Upon the three month  anniversary or the six months  anniversary of the
note will bear no interest unless the Company is in default as described in this
Agreement.

<PAGE>

The  Borrower  will issue to the Lender a warrant  that  entitles  the Lender to
purchase up to 750,000 of common stock based on the conversion  price  specified
in Clause 4  (Conversion).  The  Borrower  shall have the right to exercise  the
warrants within next 24 months.

The Borrower has committed  itself to repaying  US$150,000 in cash to the Lender
within  three  months  (Maturity)  from the  execution  of this  Agreement.  The
Borrower  has an option to extend for another  three  months with 1 week advance
notice. This article, however, can't bind the Lender in excersing any warrants.

Mr. Wei Li, the undersigned,  shall personally guarantee US$150,000 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.

The Borrower in its sole  discretion  shall have the right to redeem in whole or
in part  the  Note  with a three  (3) day  advance  notice  to the  Lender.  The
redemption price shall be equal to 125% of the face amount redeemed plus any and
all accrued and unpaid interest ("Redemption Amount").

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  equal  to the  share  price  on the  date  of
                closing.

       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 at the
                         Borrower's  expense.  .The lender shall have  unlimited
                         piggyback right.

                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.

                4.2.4    Fractions of Shares will not be made  available and any
                         cash adjustment to be made shall be paid to the Lender.

                4.2.5    The  Borrower  shall  promptly  notify  the  Lender  in
                         written  form  of any  potential  changes  in  majority
                         holding or events that would have a substantial  impact
                         on the Borrower's  asset structure or business  control
                         (which are  collectively  called  "changes  in majority
                         holding").   This   notification   and   other   proper
                         assistance shall be promptly delivered to the Lender so
                         as to  allow  it to make  decisions  as to  whether  to
                         exercise its right of converting  the loan according to
                         Article 4. In case of failure to  promptly  deliver the
                         notification  to the Lender,  the Lender  reserves  the
                         right to request a proper  adjustment on the conversion
                         price  so as to keep  consistent  with  the  result  of
                         conversion prior to the changes in majority holding.


<PAGE>

5  TAXES

All sums payable by the Borrower under this Agreement  shall be paid free of any
restriction  or  condition  and free  and  clear of and  (except  to any  extent
required by law)  without any  deduction or  withholding,  whether on account of
tax, by way of set-off or otherwise.

6  REPRESENTATIONS AND WARRANTIES

       The Borrower hereby represents and warrants to the Lender as follows:

       6.1      Status:  The Borrower is a company duly incorporated and validly
                existing  under the laws of the  location  where its  registered
                officer  is  located  or is a  person  who  is  qualified  as an
                accredited investor as defined in Regulation D of the Securities
                Act of 1933,  with power to enter into,  exercise its rights and
                perform its obligations under this Agreement.

       6.2      Authorisations and Consents:  All action,  conditions and things
                required  to  be  taken,   fulfilled  and  done  (including  the
                obtaining   of   any   necessary   consents,   the   making   of
                registrations, and the like) in order:-

                6.2.1    to enable the Borrower lawfully to enter into, exercise
                         its rights and perform  and comply with the  Borrower's
                         obligations under this Agreement;

                6.2.2    to ensure  that those  obligations  are valid,  legally
                         binding and enforceable;

                6.2.3    to ensure that those  obligations  rank and will at all
                         times rank in accordance with Clause 8.1 ; and

                6.2.4    to make this  Agreement  admissible  in evidence in the
                         courts of the United States of America have been taken,
                         fulfilled and done.

       6.3      Non-Violation  etc.:  The entry into,  exercise of rights and/or
                performance of obligations  under this Agreement by the Borrower
                does not and will not violate,  or exceed any borrowing or other
                power or restriction granted or imposed by:-

                6.3.1    any law to which  the  Borrower  or any  member  of the
                         Group is subject or

                6.3.2    the Borrower's or any member of the Group's  Memorandum
                         or Articles of Association or Article of  Incorporation
                         or

                6.3.3    any other agreement to which the Borrower or any member
                         of the  Group is a party or  which  is  binding  on the
                         Borrower,  or any  member  of the Group or any of their
                         respective assets,

                or results in the  existence  of, or obliges the Borrower or any
                member of the Group to create, any Security over such assets.

        6.4     Obligations  Binding:  The  Borrower's  obligations  under  this
                Agreement are valid, binding and enforceable.

<PAGE>

        6.5     Litigation: So far as it is aware, no litigation, arbitration or
                administrative proceeding is current, pending or threatened:-

                6.5.1    to restrain the Borrower's entry into,  exercise of its
                         rights under and/or  performance  or  enforcement of or
                         compliance with its obligations under this Agreement or

                6.5.2    which has or could  have a Material  Adverse  Effect on
                         the Group.

       6.6      Winding-up:  No meeting has been convened for the  Borrower's or
                any member of the  Group's  Winding-up,  and, so far as they are
                aware,  no petition,  application or the like is outstanding for
                such person's Winding-up.

       6.7      No  Withholding:  The Borrower  will not be required to make any
                deduction  or  withholding  from  any  payment  due  under  this
                Agreement.

7  UNDERTAKINGS

       The Borrower  undertakes that,  so long  as any sum remains payable under
       this Agreement:-

       7.1      Ranking  of  Obligations:  The  payment  obligations  under this
                Agreement  rank and will at all times rank at least  equally and
                rateably in all respects with all the Borrower's other unsecured
                Indebtedness  other than such  Indebtedness  as would, by virtue
                only of the  operation  of law, be preferred in the event of its
                Winding-up.

       7.2      Pledge:  The Note will be  secured  by the  property,  plant and
                equipment and other assets of the Company and its  subsidiary in
                China (the  "Security"),  subordinate  to bank debt, and it will
                ensure  that no other  member of the Group  will  create or have
                outstanding  any  Security  on or over its or  their  respective
                assets, except for:

                7.2.1    liens  arising  solely  by  operation  of law (or by an
                         agreement  evidencing the same) in the ordinary  course
                         of business in respect of Indebtedness which either (a)
                         has  been  due for  less  than 7 days  or (b) is  being
                         contested in good faith and by appropriate means;

                7.2.2    any Security created in the ordinary course of business
                         in respect of Indebtedness of the Group;

                7.2.3    any other  Security  created  or  outstanding  with the
                         Lender's prior consent.

       7.3      Disposals:

                7.3.1    The Borrower will not, (whether by a single transaction
                         or a number of related or  unrelated  transactions  and
                         whether  at one  time or over a period  of time)  sell,
                         transfer,  lease  out,  lend or  otherwise  dispose  of
                         (whether   outright,   by  a   sale-and-repurchase   or
                         sale-and-leaseback   arrangement,   or  otherwise   and
                         whether to any of its subsidiaries or any other Person)
                         all or substantially  all of its assets nor any part of
                         its assets which,  either alone or when aggregated with
                         all other  disposals  required to be taken into account
                         under this  Clause 8, is  material  in  relation to the
                         assets of the  Borrower  or any  member of the Group (a
                         "Disposal"),.  For the avoidance of doubt a Disposal at
                         fair market value shall be permitted under this Clause.


<PAGE>

                7.3.2    The following Disposals shall not be taken into account
                         under this Clause:

                         Disposals in the ordinary course of trading.

                         The   payment   of  cash  as   consideration   for  the
                         acquisition  of any asset at arm's length and on normal
                         commercial terms.

                         The  temporary  application  of funds  not  immediately
                         required  in  the  relevant  Person's  business  in the
                         purchase or making of  short-term  investments,  or the
                         realisation of such investments.

                         Any  Disposal  which the  Lender  has agreed in writing
                         shall not be taken into account.

       7.4      Change of Business:  The  Borrower  will ensure that there is no
                material  change  in  the  nature  of  the  Borrower's  business
                (whether  by a single  transaction  or a number  of  related  or
                unrelated transactions,  whether at one time or over a period of
                time and whether by disposal, acquisition or otherwise).

       7.5      Change  in  control:  The  Borrower  will  not do or  omit to do
                anything  which would or might  result in a change in control of
                the Borrower or any member of the Group.

       7.6      Accounts:  As soon as available and in any event within 150 days
                after the end of each of its financial years (beginning with the
                current one),  the Borrower will deliver to the Lender a copy of
                its  audited  accounts  as at the end of and for that  financial
                year.

       7.7      Information to  Shareholders  or Creditors:  At the same time as
                sent  to the  Borrower's  shareholders  or  creditors,  it  will
                deliver to the Lender a copy of any circular,  document or other
                written  information  sent  to the  Borrower's  shareholders  or
                creditors as such. The Lender may make a written application for
                the  information  relating to the potential  changes in majority
                holding or the  Borrower's  financing  results  provided  by the
                Borrower.

8  DEFAULT

       8.1      Events of Default

                Without prejudice to the provisions of Clause 8 above the Lender
                reserves  the  right  (by  sending  notice  in  writing  to  the
                Borrower)  to  demand  repayment  within  30 days  of any  funds
                advanced  under  the  Facility  at  any  time  after  any of the
                following Events of Default occurs:-

                8.1.1    Non-payment

                         The Borrower  fails to pay any sum exceeding  US$10,000
                         due under this Agreement in the manner  required and if
                         such  failure is not remedied  within 30 Business  Days
                         after the due date for payment of such amount.

                8.1.2    Breach of Representation

                         Any  representation,   warranty  or  statement  by  the
                         Borrower under or in connection with this Agreement, is
                         not  complied  with in any  material  respect  or is or
                         proves to have been  incorrect in any material  respect
                         when made.


<PAGE>

                8.1.3    Breach of Undertaking

                         The Borrower fails to perform or comply in any material
                         respect  with any of the  obligations  assumed by it in
                         Clause 6 or 7 above.

                8.1.4    Insolvency

                         The Borrower  becomes  insolvent,  is unable to pay its
                         debts as they fall due, stops, suspends or threatens to
                         stop or suspend  payment  of all or a material  part of
                         its debts,  begins  negotiations or proposes or makes a
                         general  assignment  or  composition  with  or for  the
                         benefit of their creditors or a moratorium is agreed or
                         declared in respect of or  affecting  all or a material
                         part of the indebtedness of the Borrower or such person
                         ceases or  threatens  to cease to carry on its business
                         or operations.

                8.1.5    Commencement of Legal Proceedings

                         The   commencement   of  any   legal   or   enforcement
                         proceedings  against the  Borrower  which could have in
                         the opinion of the Lender a Material  Adverse Effect on
                         the Borrower.

                8.1.6    Material Adverse Change

                         The Lender  determines  that a material  adverse change
                         has occurred in the financial  conditions or operations
                         of the  Borrower  since the date  hereof  and that such
                         change  has  materially  affected  and  prejudiced  the
                         prospects  of repayment of the Loan or the value of the
                         rights of conversion contained in Clause 4.

9  MISCELLANEOUS

       9.1      Notices

                Each  notice or other  communication  regarding  this  Agreement
                shall be sent by fax or other means and shall be sent:

                to the Borrower at:

                         17700 Castleton Street, Suite 589,
                         City of Industry, CA 91748, USA

                         Tel: 1-626-964-3232        Fax: 1-626-965-3578

                to the Lender at :

                         685 Old Stamford Road, New Canaan, CT 06840 USA.

                         Tel: 203-972-2137

                or to such  other fax number or address or marked for such other
                attention as the relevant party may from time to time notify the
                other for the purpose of this Agreement.

       9.2      Any such notice or communication from the Lender to the Borrower
                shall be deemed  received by the Borrower when sent (if by telex
                or fax), or when  delivered (if by letter),  to the  appropriate
                number or address  and shall be  effective  notwithstanding  any
                change of telex  number,  fax  number or  address  or that it be
                returned undelivered.


<PAGE>

        9.3     Any  notice  or  communication  to the  Lender  shall be  deemed
                received by it when  actually  received by it (except  that,  if
                received  on a  non-Business  Day or after  its  normal  banking
                hours,  it shall be deemed  received  on the next  Business  Day
                after such actual  receipt).  Any notice or other  communication
                shall be irrevocable.

        9.4     Waivers and Remedies

                No  failure  by  the  Lender  to  exercise  or  delay  by  it in
                exercising any right or remedy under this Agreement will operate
                as a waiver thereof,  nor will any single or partial exercise by
                the Lender of any right or remedy under this Agreement  preclude
                any other or further  exercise  thereof or the  exercise  of any
                other right or remedy.

        9.5     Assignment

                The Borrower cannot directly or indirectly transfer,  entrust or
                dispose this Agreement or any rights,  obligations  and benefits
                involving the Borrower as stipulated in this  Agreement  without
                any written  consent  from the Lender.  Any  transfer  concerned
                shall be  deemed  invalid.  The  Lender  reserves  the  right to
                transfer or entrust this  Agreement  or any rights,  obligations
                and  benefits   involving  the  Lender  as  stipulated  in  this
                Agreement.

10     PARTIAL INVALIDITY

       The illegality,  invalidity or  unenforceability of any provision of this
       Agreement  under  the  law of  any  jurisdiction  shall  not  affect  its
       legality,   validity  or  enforceability  under  the  law  of  any  other
       jurisdiction nor the legality,  validity or  enforceability  of any other
       provision.

11     GOVERNING LAW AND JURISDICTION

       11.1     This Agreement  shall be governed by and construed in accordance
                with the laws of the state of New  York,  the  United  States of
                America.

       11.2     In relation to any legal action or proceedings arising out of or
                in connection  with this Agreement  ("Proceedings"),  each party
                irrevocably  submits  to the  jurisdiction  of the courts of the
                state of New York and waives any objection to Proceedings in any
                such court on the  grounds of venue or on the  grounds  that the
                Proceedings have been brought in an inconvenient forum.

       11.3     Those  submissions shall not affect the right of any other party
                to take  Proceedings  in any  other  jurisdiction  nor shall the
                taking of  Proceedings  in any  jurisdiction  preclude any party
                from taking Proceedings in any other jurisdiction.

12  Confidentiality

This Agreement,  including the terms and conditions  hereunder,  is confidential
and Borrower  shall not  disclose it to any third party  without  prior  written
consent from Lender.


<PAGE>

13  Entire Agreement

This Agreement, including the attachments,  constitutes the entire understanding
and agreement between the Parties with respect to the transactions  contemplated
herein   and   supersedes   all  prior  or   contemporaneous   oral  or  written
communications  with  respect to the  subject  matter  hereof,  all of which are
merged herein.  No  modification of this Agreement shall be binding unless it is
in writing and is executed by both parties.

14  Effectiveness

Both parties agree this Agreement shall be a legally enforceable  contract after
it being signed by both parties.

The signed Agreement shall be kept by both parties.


<PAGE>

                                   SCHEDULE 1

Interpretation

       Definitions:

                "Business  Day" means a day (other  than  Saturday or Sunday) on
                which  commercial  banks  are open for  business  in the  United
                States of America

                "Event of Default" means one of the events mentioned in Clause 9

                "Group"  means,  at any  particular  time,  the Borrower and its
                subsidiaries  or the holding company of the Borrower (and member
                of the Group shall be construed accordingly)

                "Potential  Event of  Default"  means any event or  circumstance
                which,  if it  continued  after the  giving of any  notice,  the
                expiry  of  any  grace   period,   and/or   the  making  of  any
                determination  by the Lender,  provided  for in Clause 15, would
                become an Event of Default

                "Repayment  Date"  means  the date  subject  to Clause 3 in this
                Agreement

                "Shares" means common stock of the Borrower

       Construction: Any reference to:

                "Indebtedness"   includes,  with  respect  to  any  Person  (the
                "Relevant  Person"),  any obligation (whether present or future,
                actual or contingent, secured or unsecured, as principal, surety
                or  otherwise)  (a) of the  Relevant  Person for the  payment or
                repayment of money or (b) of any other Person for the payment or
                repayment of money secured by Security on assets of the Relevant
                Person,  whether or not the Relevant Person is liable in respect
                of any obligation so secured

                something having a "Material  Adverse Effect" on the Borrower is
                to  it  having  a  material  adverse  effect  on  such  person's
                financial condition or business or on the consolidated financial
                condition or business of the Borrower  and its  subsidiaries  or
                (b) on such  person's  ability to perform and comply with any of
                such person's obligations under this Agreement. The Lender shall
                have the absolute discretion in determining whether there is any
                Material  Adverse  Effect and any such decision shall be binding
                on the Borrower

                any  "obligation"  of any  Person  under any  document  shall be
                construed  as a  reference  to  an  obligation  expressed  to be
                assumed by or imposed on it under that document (and  "created",
                "due",  "owing",  "payable" and "receivable"  shall be similarly
                construed)

                a "Person" includes any individual,  company, corporation, firm,
                partnership,    joint   venture,    undertaking,    association,
                organisation,  trust,  state or agency of a state (in each case,
                whether or not having separate legal personality)

                "subsidiary" shall have the meaning given to it in the Companies
                Ordinance  (Chapter  32 of the  Laws  of the  United  States  of
                America)

                "US  Dollars"  and "US$"  means  lawful  currency  of the United
                States of America

                Headings shall be ignored in construing this Agreement.


<PAGE>

IN WITNESS whereof and acknowledging  acceptance and agreement of the foregoing,
BORROWER and LENDER affix their signatures hereto.

SIGNED by:        /s/ Wei Li
           ------------------------

Name: Wei Li
Title:CEO and Chairman of the Board

for and on behalf of
KIWA BIO-TECH PRODUCTS GROUP CORPORATION








SIGNED by:    /s/ Donald Worthly
           ------------------------

Name:  DONALD WORTHLY


<PAGE>

Addendum to the Secured Promissory Note Agreement dated May 30, 2005

This Addendum is dated on June 1, 2005

Between:-

(3)    KIWA BIO-TECH PRODUCTS GROUP  CORPORATION,  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

(4)    DONALRD WORTHLY,  a US citizen,  whose residential  address is at 685 Old
       Stamford Road, New Canaan, CT 06840 USA. (the "Lender").


WHEREAS:-

The Lender has agreed to advance to the Borrower the sum up to US$150,000 on the
terms  specified into the Secured  Promissory  Note Agreement dated May 30, 2005
(the "Agreement").

IT IS AGREED to add the following  clause in this Addendum in the Agreement,  as
clause 4.3 and placed after clause 4.2:-

       4.3  Conversion of the Note

              At the option and  written  instruction  of the  Lender,  upon the
              maturity of the secured  promissory note (the "Note") as specified
              on clause  3, the  Lender  shall  have the  right to  convert  the
              balance of the Note and the accrued  interests to common stocks of
              the Company. The conversion price is based on the closing quote of
              the  Borrower's  share  price on the OTC  Bulletin  Board with 25%
              discount on the date of conversion.

              ------------------------------------------------------------------


<PAGE>

IN WITNESS whereof and acknowledging  acceptance and agreement of the foregoing,
BORROWER and LENDER affix their signatures hereto.

SIGNED by:        /s/ Wei Li
           ---------------------------

Name: Wei Li
Title: CEO and Chairman of the Board

for and on behalf of
KIWA BIO-TECH PRODUCTS GROUP CORPORATION










SIGNED by:      /s/ Donald Worthly
           ---------------------------

Name:  DONALD WORTHLY