AGREEMENT AMENDING CONVERTIBLE LOAN

         This Agreement  Amending  Covertible Loan  ("Amendment")  is made as of
April 7, 2005 by and among Kiwa Bio-Tech Products Group Corporation,  a Delaware
corporation  ("BORROWER")  on the one hand and  Young  San Kim and Song N.  Bang
(jointly, "LENDER") on the other hand.

                                    RECITALS

         A. Borrower and Lender entered into a Convertible  Loan Agreement dated
September 23, 2004 (the "Loan").

         B. The Loan provides that the principal amount borrowed,  $350,000,  is
to be paid to Lender on or before March 23, 2005, the maturity date.

         C. Borrower has not paid any of the principal amount when due.

         D. Borrower and Lender have agreed to amend the Loan as provided below.

                                    AGREEMENT

         In consideration of the mutual promises and conditions set forth below,
the parties agree that the Loan is hereby amended as follows.

         1. The maturity date for repayment of the Loan  principal is amended to
April 21, 2005, the amended maturity date.

         2. Acknowledgment and Release.  Lender acknowledges and agrees that the
interest payment of $17,500 and the 1,050,000  warrants referred to in Paragraph
3 of the Loan were delivered to Lender in accordance with the terms of the Loan.
Conditional  on  repayment  of  the  Loan  principal  in  accordance  with  this
Amendment,  Lender  releases  Borrower  from all claims of  damages,  payment or
assignment  of shares  based on failure of Borrower to repay the Loan  principal
before March 23, 2005.

         3. Penalty  Interest.  In  consideration  of the above extension of the
maturity date and the acknowledgment and release, Borrower agrees to pay penalty
interest at an annual rate of 20% on all amounts of unpaid  principal from March
24, 2005. All accrued interest will be due and payable on April 21, 2005.

         4.  Governing  Law.  This  Amendment  and the  Loan  are  governed  by,
construed  and  enforced  in  accordance  with the laws of the State of Delaware
without regard to conflict of law principles.

         5.  Consent to  Jurisdiction.  The parties  irrevocably  consent to the
jurisdiction  of the state and federal  courts  located in Los  Angelas  County,
California  for all purposes in connection  with any action or proceeding  which
arises out of or relates to this Agreement.

<PAGE>

         6. Amendment. No amendment,  modification,  termination or cancellation
of this  Amendment is effective  unless made in a writing  signed by each of the
parties.

                                    KIWA BIO-TECH PRODUCTS GROUP CORPORATION

                                    By: /s/ Wei Li
                                        ---------------------------
                                    Name: Wei Li
                                    Title: President and Chief Executive Officer


                                    /s/ Young San Kim
                                    -------------------------------
                                    Young San Kim


                                    /s/ Song N. Bang
                                    -------------------------------
                                    Song N. Bang


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