PROMISSORY NOTE

                                 JANUARY 4, 2004

JERSEY CITY, NEW JERSEY                                                 $400,000

FOR VALUE RECEIVED, the undersigned, KIWA BIO-TECH PRODUCTS GROUP CORPORATION, a
Delaware corporation (the "Company"),  promises to pay CORNELL CAPITAL PARTNERS,
LP (the  "Holder") at 101 Hudson  Street,  Suite 3700,  Jersey City,  New Jersey
07302 or other address as the Holder shall specify in writing, the principal sum
of FOUR HUNDRED  THOUSAND  (U.S.) DOLLARS AND 00/100  ($400,000.00)  and will be
payable pursuant to the following terms:

1. AMOUNT OF NOTE.  The face amount of this  Promissory  Note (this  "Note") and
interest at the rate of ten percent (10%) per annum shall be payable  either out
of the net  proceeds to be received by the Company  under that  certain  Standby
Equity  Distribution  Agreement (the "Standby  Equity  Distribution  Agreement")
dated as July 6, 2004 between the Company and the Holder,  or the Company  shall
pay all  mounts due under  this Note  shall be paid in full  within two  hundred
ninety (290) calendar days of the date hereof, regardless of the availability of
proceeds under the Standby Equity Distribution  Agreement unless an extension is
mutually  agreed to by the  parties in  writing.  The  Company  agrees to escrow
thirty-nine  (39) requests for advances  under the Standby  Equity  Distribution
Agreement in an amount not less than TEN THOUSAND Dollars  ($10,000) and one (1)
request for advance under the Standby Equity Distribution Agreement in an amount
not  less  than  TWENTY-SIX   THOUSAND  EIGHT  HUNDRED  TWENTY-ONE  DOLLARS  AND
NINETY-TWO  CENTS  ($26,821.92)  (individually  referred to as "Advance  Notice"
collectively  referred to "Advance  Notices")  as well as  THIRTY-THREE  MILLION
(33,000,000)  shares of the  Company's  Common Stock as required  under  Section
2.2(c) of the Standby Equity Distribution  Agreement (the "Escrowed Shares"). In
the event that during the life of this Note the  proceeds  from the sales of the
Escrowed Shares are  insufficient to repay all amounts due hereunder the Company
shall   immediately   escrow,   pursuant  to  the  irrevocable   transfer  agent
instructions   dated  the  date  hereof   (the   "Irrevocable   Transfer   Agent
Instructions")  such number of shares of the Company's common stock of which the
proceeds of the sale of such shares shall be sufficient to repay all amounts due
hereunder. The Advance Notices and the shares of the Company's Common Stock will
be held in escrow by David  Gonzalez,  Esq.,  who shall release such requests to
the Holder every seven (7) calendar  days  commencing  on January 10, 2005.  The
Holder  may at its sole  discretion  retain and apply the net  proceeds  of each
advance  (after  deducting  any fees owed to the  Holder  under the terms of the
Standby Equity  Distribution  Agreement) to the outstanding balance of this Note
as existing  from time to time.  Interest  shall be payable upon the due date of
this Note. If this Note is not paid in full when due, the outstanding  principal
owed hereunder  shall be due and payable in full together with interest  thereon
at the rate of  fourteen  percent  (14%) per annum or the highest  permitted  by
applicable  law, if lower.  During the term of this Note the Company  shall have
the option to repay the amounts due hereunder in immediately available funds and
withdraw any Advance Notices yet to be effected.

<PAGE>

2. WAIVER AND  CONSENT.  To the fullest  extent  permitted  by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

3. COSTS, INDEMNITIES AND EXPENSES. In the event of default as described herein,
the Company agrees to pay all  reasonable  fees and costs incurred by the Holder
in  collecting  or  securing  or  attempting  to  collect  or secure  this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Holder harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.

4. EVENT OF DEFAULT.  Upon an Event of Default (as  defined  below),  the entire
principal  balance and accrued  interest  outstanding  under this Note,  and all
other  obligations of the Company under this Note,  shall be immediately due and
payable  without any action on the part of the Holder,  and the Holder  shall be
entitled to seek and institute  any and all remedies  available to it. No remedy
conferred  under this Note upon the Holder is  intended to be  exclusive  of any
other  remedy  available  to the  Holder,  pursuant to the terms of this Note or
otherwise.  No single or partial  exercise by the Holder of any right,  power or
remedy  hereunder  shall  preclude any other or further  exercise  thereof.  The
failure  of the  Holder  to  exercise  any right or  remedy  under  this Note or
otherwise,  or delay in exercising such right or remedy,  shall not operate as a
waiver thereof.  An "Event of Default" shall be deemed to have occurred upon the
occurrence of any of the  following:  (i) the Company should fail for any reason
or for no reason to make  payment  of the  outstanding  principal  balance  plus
accrued interest  pursuant to this Note within the time prescribed herein or the
Company  fails to satisfy any other  obligation  or  requirement  of the Company
under this Note and/or the Irrevocable Transfer Agent Instructions, which is not
cured within fifteen (15) calendar days after written notice from the Holder; or
(ii) any  proceedings  under any bankruptcy laws of the United States of America
or  under  any  insolvency,   not  disclosed  to  the  Holder,   reorganization,
receivership,  readjustment of debt, dissolution, liquidation or any similar law
or statute of any  jurisdiction  now or hereinafter in effect (whether in law or
at  equity)  is filed by or  against  the  Company or for all or any part of its
property  which is not cured  within  thirty (30)  calendar  days after  written
notice from the Holder.

5. MAXIMUM  INTEREST  RATE.  In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Holder as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,


                                       2
<PAGE>


then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Holder in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Holder's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Holder had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

6.  CANCELLATION  OF  NOTE.  Upon the  repayment  by the  Company  of all of its
obligations  hereunder to the Holder,  including,  without limitation,  the face
amount  of this  Note,  plus  accrued  but  unpaid  interest,  the  indebtedness
evidenced hereby shall be deemed canceled and paid in full.  Except as otherwise
required  by law or by the  provisions  of this Note,  payments  received by the
Holder hereunder shall be applied first against  expenses and indemnities,  next
against  interest accrued on this Note, and next in reduction of the outstanding
principal balance of this Note.

7.  SEVERABILITY.  If any provision of this Note is, for any reason,  invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

8. AMENDMENT AND WAIVER. This Note may be amended, or any provision of this Note
may be waived,  provided that any such  amendment or waiver will be binding on a
party hereto only if such amendment or waiver is set forth in a writing executed
by the parties  hereto.  The waiver by any such party  hereto of a breach of any
provision  of this Note  shall not  operate or be  construed  as a waiver of any
other breach.

9. SUCCESSORS.  Except as otherwise  provided  herein,  this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

10.  ASSIGNMENT.  This Note shall not be directly or  indirectly  assignable  or
delegable  by the  Company.  The  Holder  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

11. NO STRICT CONSTRUCTION.  The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

12.  FURTHER  ASSURANCES.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

                                       3
<PAGE>

13.  NOTICES,   CONSENTS,   ETC.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to Company:                Kiwa Bio-Tech Products Group Corporation
                              17700 Castleton Street - Suite 589
                              City of Industry, CA 91748
                              Attention:        James Zhan
                              Telephone:        (626) 964-3232
                              Facsimile:        (626) 965-9877

With Copy to:                 Stubbs Alderton & Markiles, LLP
                              15821 Ventura Blvd., Suite 525
                              Encino, CA 91436
                              Attention:     V. Joseph Stubbs, Esq.
                              Telephone:     (818) 444-4507
                              Facsimile:      (818) 444-4520

If to the Company:            Cornell Capital Partners, L.P.
                              101 Hudson Street, Suite 3700
                              Jersey City, NJ 07302
                              Attention:     Mark A. Angelo
                              Telephone:   (201) 985-8300
                              Facsimile:    (201) 985-8266


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

14. REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF. The Holder's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Holder under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Holder  contained  herein  shall be deemed a waiver of  compliance  with the


                                       4
<PAGE>

provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note.  Every  right and  remedy of the  Holder  under any
document executed in connection with this transaction may be exercised from time
to time and as often as may be  deemed  expedient  by the  Holder.  The  Company
acknowledges  that  a  breach  by it of its  obligations  hereunder  will  cause
irreparable  harm to the Holder  and that the remedy at law for any such  breach
may be inadequate.  The Company  therefore agrees that, in the event of any such
breach or threatened  breach,  the Holder shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach, and specific
performance  without the necessity of showing economic loss and without any bond
or other security being required.

15.  GOVERNING LAW;  JURISDICTION.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the non-exclusive  jurisdiction of the Superior Court of
the State of New  Jersey  sitting  in Hudson  County,  New Jersey and the United
States Federal  District Court for the District of New Jersey sitting in Newark,
New Jersey,  for the  adjudication  of any dispute  hereunder  or in  connection
herewith or therewith, or with any transaction  contemplated hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

16. NO INCONSISTENT AGREEMENTS.  None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

17. THIRD PARTIES.  Nothing herein  expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

18. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO THE
COMPANY THE MONIES  HEREUNDER,  THE COMPANY  HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

                                       5
<PAGE>

19.  ENTIRE  AGREEMENT.  This  Note  (including  the  recitals  hereto)  and the
Irrevocable  Transfer Agent  Instructions set forth the entire  understanding of
the parties with respect to the subject matter hereof, and shall not be modified
or  affected  by any  offer,  proposal,  statement  or  representation,  oral or
written,  made by or for any party in  connection  with the  negotiation  of the
terms  hereof,  and may be  modified  only by  instruments  signed by all of the
parties hereto.

IN WITNESS  WHEREOF,  this Note is  executed by the  undersigned  as of the date
hereof.

                                   KIWA BIO-TECH PRODUCTS GROUP CORPORATION

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

                                       6

<PAGE>


[CORNELL CAPITAL PARTNERS LOGO]


                                  April 5, 2005


Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street
   Suite 589
City of Industry, CA 91748

Attention:   Wei Li
             President & Chief Executive Officer


RE:  KIWA BIO-TECH PRODUCTS GROUP CORPORATION/CORNELL CAPITAL PARTNERS, LP
     PROMISSORY NOTE DATED DECEMBER 29, 2004

Dear Mr. Li:

Kindly  accept  this  letter as  confirmation  that in order to prevent  Cornell
Capital Partners, LP (herein "Cornell") and/or David Gonzalez PC as Escrow Agent
for Cornell from becoming affiliates of Kiwa Bio-Tech Products Group Corporation
(the "Company") by holding in excess of nine and  nine-tenths  percent (9.9%) of
the  Company's  outstanding  shares of common  stock,  it has been agreed by and
between  Cornell and the Company  that  contrary to the terms of the  Promissory
Note dated  December 29, 2004 (the  "Note"),  there shall be deposited in escrow
with David Gonzalez PC a sum of five million nine hundred  ninety-five  thousand
three hundred fifteen (5,995,315) shares of the Company's common stock.

This letter shall further  confirm the agreement by and between  Cornell and the
Company that should the number of shares held in escrow by David  Gonzalez PC at
any time  during the life of the Note fall below  nine and  nine-tenths  percent
(9.9%) of the Company's  outstanding  shares of common stock,  the Company shall
immediately  escrow such number of shares with David  Gonzalez PC  necessary  to
increase  the  escrowed  shares to nine and  nine-tenths  percent  (9.9%) of the
outstanding.

Furthermore,  in the event  that if at any time,  the  proceeds  of the sales of
shares  escrowed with David  Gonzalez PC are  insufficient  to repay Cornell all
amounts due under the terms of the Note, the Company shall  immediately  escrow,
pursuant to the Irrevocable  Transfer Agent Instructions dated December 29, 2004
and executed in connection with the Note, such number of shares of the Company's
common stock not to exceed nine and nine tenths  percent (9.9%) of the Company's
outstanding  shares of common  stock,  of which the proceeds of the sale of such
shares shall be sufficient to repay all amounts due Cornell under the Note.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                 SIGNATURE BLOCK ONLY APPEARING ON ATTACHED PAGE


    101 Hudson Street - Suite 3700 Jersey City, NJ 07302 Tel: (201) 985-8300
                           Facsimile: (201) 985-9266

<PAGE>

Kiwa Bio-Tech Products Group Corp.
     Wei Li, President & CEO

                                  - page 2 -                       April 5, 2005


                                                   Very truly yours,

                                                   /s/ Mathew Beckman
                                                   CORNELL CAPITAL PARTNERS, LP
                                                   By:  Matthew Beckman
                                                   Its:  General Partner

MB/jmh

Received and acknowledged this
5th day of April , 2005.


/s/ Wei Li
----------------------------------------
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
By: Wei Li
Its: President & Chief Executive Officer

<PAGE>


[CORNELL CAPITAL PARTNERS LOGO]

                                                                  March 21, 2005

Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street, Suite 589
City of Industry, CA 91748

Attention:   Wei Li
             President & Chief Executive Officer

RE:  KIWA BIO-TECH PRODUCTS GROUP CORPORATION/CORNELL CAPITAL PARTNERS, LP
     PROMISSORY NOTE DATED DECEMBER 29, 2004

Dear Mr. Li:

Kindly  accept this letter as  confirmation  of our  agreement  of today's  date
wherein  the terms of the  Promissory  Note  dated  December  29,  2004 shall be
amended in that  existing  Advance  Notices  dated every seven (7) calendar days
beginning March 21, 2005 and ending April 18, 2005, along with the corresponding
Joint  Disbursement  Instructions for the release of shares of common stock (the
"Stock  Disbursements")  dated every seven (7) calendar days beginning March 25,
2005 and ending April 22, 2005, shall be voided.

This letter will further  confirm that  inasmuch as the  aforementioned  Advance
Notices and Stock  Disbursements  have been voided,  the existing Advance Notice
dated October 10, 2005 shall be amended to provide for an advance  amount of ten
thousand   dollars   ($10,000)  and  that  five  (5)  new  Advance  Notices  and
corresponding Stock Disbursements shall be executed as follows:

ADVANCE NOTICE DATE            ADVANCE AMOUNT            STOCK DISBURSEMENT DATE
October 17, 2005                $ 10,000.00                 October 21, 2005
October 24, 2005                $ 10,000.00                 October 28, 2005
October 31, 2005                $ 10,000.00                 November 4, 2005
November 7, 2005                $ 10,000.00                 November 11, 2005
November 14, 2005               $ 29,589.04                 November 18, 2005

This letter shall further  confirm that the Advance  Notice to be dated November
14,  2005 and to provide  for an advance  amount of  twenty-nine  thousand  five
hundred  eighty-nine  dollars and four cents  ($29,589.04)  as noted above shall
represent the balance of the principal (or the


    101 Hudson Street - Suite 3700 Jersey City, NJ 07302 Tel: (201) 985-8300
                            Facsimile: (201) 985-9266

<PAGE>

Kiwa Bio-Tech Products Group Corporation
          Wei Li, President & CEO
                                   - page 2 -                     March 21, 2005


sum of ten thousand dollars  {$10,000.00})  along with interest accrued over the
life of the note (the sum of nineteen thousand five hundred  eighty-nine dollars
and four cents {$19,589.04}).

                                              Very truly yours,
                                              /s/ Matthew Beckman
                                              CORNELL CAPITAL PARTNERS, LP
                                              By:  Matthew Beckman
                                              Its:  General Partner

MB/jmh

Received and acknowledged this
21st day of March , 2005.

/s/ Wei Li
----------------------------------------
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
By: Wei Li
Its: President & Chief Executive Officer