Exhibit 10.2

                                Advance Agreement

      Party A(pound)(0)Mr. Wei, Li
      Party B(pound)(0)Kiwa Bio-Tech Products Group Corporation

      The Advance Agreement is signed on May 23, 2005 by both parties, to
clarify the following advance transactions:

      1. On April 11, 2005, Party A lent US$50,000 to Party B through Party A's
      bank account in HSBC Causeway Bay branch (account no. 593-339120-833). The
      amount has been transmitted to the Party B's designated bank account.

      2. During April 2005, Party A paid the following amounts to a third party
      for the repayment of Party B's convertible loan entered on September 23,
      2004, on behalf of Party B. The aggregate amount of US$81,684.50 has been
      transmitted from Party A's bank account in HSBC Causeway Bay branch
      (account no. 593-339120-833), including:

      (1)   On April 11, 2005 Party A paid US$11,428 to Mr. Song N. Bang on
            behalf of Party B;

      (2)   On April 20, 2005 Party A paid US$1,684.50 to Mr. Song N. Bang on
            behalf of Party B; and

      (3)   On April 11, 2005(pound)<172>Party A paid US$68,572 to Mr. Young San
            Kim on behalf of Party B.

      3. On April 20, 2005, Party A paid the consulting fee of US$25,000 to
      Fisher Capital LLC on behalf of Party B. The amount has been transmitted
      from Party A's bank account in HSBC Causeway Bay branch (account no.
      593-339120-833).

      4. Both parties agreed the abovementioned advances ($156,684.50 in total)
      bear interest at 12% per annum starting from April 21, 2005. Party B
      agreed to settle the advances within 180 days since the date of draw down.
      It is agreed that Party B has the option to repay or settle the advances
      on or before the expiry.

      5. Both parties agreed that Party B will issue to Party A warrants that
      entitle Party A to purchase up to 783,423 of common stock based on the
      conversion price specified in Clause 6. Party A shall have the right to
      exercise the warrants within next 24 months.

<PAGE>


      6. Conversion: At the option and instruction of Party A, Party A shall at
      any time make an application to exercise any warrants for the issuance of
      shares of Party B's common stock. Party A shall have the right to exercise
      the warrants based on a conversion price equal to the closing quote of
      Party B's shares listed on the Over-the-counter Bulletin Board on the date
      of drawing down the fund. The mechanics of the conversion are as follows:



      (1)   Shares issued upon Exercise will be registered within six months or
            as soon as practicable on behalf of such Person or Persons as Party
            A shall direct at Party B's expense. Party A shall have unlimited
            piggyback right.

      (2)   Party B shall procure that all taxes and capital, stamp, issue and
            registration duties (if any) arising in connection with the
            Exercise.

      (3)   Party B shall procure that on or as soon as possible after
            conversion evidence satisfactory to Party A shall be delivered to
            Party A in respect of its legal title to the Shares and that
            definitive certificates are delivered to Party A in respect of the
            Shares as soon as practicable.

      (4)   Fractions of shares will not be made available and any cash
            adjustment to be made shall be paid to Party A.

      (5)   Party B shall promptly notify Party A in written form of any
            potential changes in majority holding or events that would have a
            substantial impact on Party B'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 Party A so as to allow it to make decisions as to whether to
            exercise its right of converting the loan according to clause 6. In
            case of failure to promptly deliver the notification to Party A,
            Party A 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>

Party A:   Mr. Wei Li


Signature:           /s/ Wei Li
               --------------------------------
                     Wei Li

Party B:   Kiwa Bio-Tech Products Group Corporation


Signature:           /s/ Lianjun Luo
               --------------------------------
                     Lian jun Luo

Date:      May 23, 2005