PBC PROJECT INVESTMENT AGREEMENT

THIS INVESTMENT  AGREEMENT (the  "AGREEMENT") is made and entered into as of the
25th  of  June,  2002,  by  and  between  Zoucheng  Municipal   Government  (the
"GOVERNMENT")  and KIWA BIO-TECH  PRODUCTS  GROUP Ltd.,  On PBC  (Photosynthesis
Biological Catalyst) project.

PBC, the main bio-agricultural product of the COMPANY, is a breakthrough product
that helps crops and plants to grow more healthily and increase yield.  PBC as a
new product  has  received  the  approval  for  commercialization  from  Chinese
Ministry of Agriculture. PBC project has also been listed in "2001 Major science
and Technology Innovative Projects in China" by Chinese State Economic and Trade
Commission. In order to commercialize and mass-produce PBC product and market it
in both  domestically  in China  and  internationally,  the  GOVERNMENT  and the
COMPANY  through  sincere  and  friendly  negotiation  have  entered  into  this
AGREEMENT on the terms and conditions hereinafter set forth:

I.    The GOVERNMENT  agrees to guarantee that the PBC project will receive more
      practical and preferential support from the GOVERNMENT than those of other
      provincial or municipal  development zones when PBC mass-produced  base is
      established  in  Zoucheng  Economic   Development  Zone.  To  receive  and
      reciprocate  the support  from the  Government,  a decision  has been made
      through the meetings of the shareholders and the board of directors of the
      COMPANY that the COMPANY will invest and build the PBC mass-produced  base
      in Zoucheng  Economic  Development  Zone. The total  investment of the PBC
      project by the COMPANY will reach RMB150 to 200 million when all phases of
      the investment  and  commercialization  of the product are completed.  The
      projected  production  capacity will be 1500 metric tons and when the full
      production  capacity is reached and it is estimated  that the annual sales
      revenue will be around RMB 750 million and the gross profit will be around
      RMB 200 million when all 1500 metric tons of the product are sold.

II.   The  GOVERNMENT  will  undertake  to  support  the PBC  project  fully  by
      providing high grade and high  efficiency  services and more  preferential
      policies, The following preferential policies will be specifically applied
      to PBC project:

      a.    Because of the production  materials nature of the PBC product,  the
            PBC project will receive the national tax preferential  policies and
            treatment   for   production   material   products   used  for  farm
            productions;

      b.    As a new  and  high-tech  product,  PBC  project  will  receive  the
            national preferential tax policies for high-tech products;

      c.    As high-tech  company,  the COMPANY  will receive both  national and
            provincial/municipal  preferential  tax policies and  treatment  for
            high-tech companies;

      d.    As a major investment and production  project of Zoucheng  Municipal
            Government,  the PBC project  will  receive the entity  preferential
            policies  and  treatment  for the  project  recognized  by  Zoucheng
            Municipal Government.

      e.    Besides the above  preferential  policies  and  treatments,  the PBC
            project will also be given an additional preferential tax holiday of
            fifty-percent (50%) for the local income tax for another three years
            after the first national tax holidays of five-years are exhausted;


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      f. During the construction period, all administration charges and expenses
         relating to the PBC project incurred by the agencies and departments of
         the GOVERNMENT are exempted and free.

III.  After this AGREEMENT is executed, the COMPANY will undertake to register a
      wholly-owned  foreign-investment  enterprise  in the name of Kiwa Bio-Tech
      products  (Shandong)  Co.,  Ltd.,(the  "BASE")  within  Zoucheng  Economic
      Development  Zone.  The  registered  capital is to be RMB 50 million.  The
      GOVERNMENT will undertake to facilitate a speedy  registration of the BASE
      and ensure  the  COMPANY  will  obtain the  Approval  Certificate  for the
      foreign-investment  and Business  License within 30 days after the COMPANY
      provides its Registration  Certificate and its overseas bank' reference in
      accordance  with  to  the  Chinese  Investment  Article  for  Wholly-Owned
      Foreign-investment  Enterprise. The registered capital of the BASE will be
      put in place in phases  according  to the Chinese  Investment  Article for
      Foreign-investment Enterprise.

IV.   The  GOVERNMENT  will  provide at least 100 Mus of land to the BASE of the
      COMPANY for PBC  mass-production  purposes.  The GOVERNMENT will undertake
      the  expropriation of land,  obtain and issue the land use certificate for
      the  benefit  of the  BASE,  and  cause  the  land  to be  ready  for  the
      construction of the PBC production  facilities prior to the end of October
      2002.  The GOVERNMENT  also agrees and guarantees  that the use charge for
      the  land  will be  exempted  for ten  (10)  years.  When  and  after  the
      BASE/COMPANY become fully operational and profitable,  the GOVERNMENT will
      then  charge  and  collect  from  the BASE for the use of the land but the
      charge will not exceed RMB80,000 per Mu. The BASE/COMPANY  guarantees that
      it will not assign or transfer,  nor lease the land in any form before the
      total land use charge for the land is paid off.

V.    In order  to  realize  a prompt  implementation  of the PBC  project,  the
      COMPANY  will inject RMB five (5) million  into the BASE before the end of
      June 2002 as the pre-phase start-up capital.  The GOVERNMENT  reciprocates
      and guarantees that it will provide an interest-free  loan of RMB ten (10)
      million  to the  BASE/COMPANY  within ten (10) days after the RMB five (5)
      million  pre-phase  start-up capital is paid into the account of the BASE.
      The COMPANY will undertake to seek approvals and complete the  formalities
      for the PBC  project  and its loan to the  BASE.  The  GOVERNMENT  further
      guarantees  that  it  will  cause  the RMB  ten  (10)  million  loan to be
      deposited into a special  account of the BASE. The use of the Loan will be
      monitored  jointly  by the  BASE/COMPANY  and  the  GOVERNMENT.  The  Loan
      repayment  will be made in  three  years  after  the  BASE  becomes  fully
      operational and profitable.

VI.   The COMPANY  agrees and will relocate its R&D  department  (including  the
      pilot-scale base in Zhuhai, the bacteria storehouse, all the equipment and
      instrument  for the  pilot-scale  plant of Shanghai  Bio-ecology  Research
      Institute and Beijing Hongdi Kanghua Bio-tech Ltd, which represent all the
      achievements for the PBC and nano-tech research, and the R&D professionals
      of the Company) to the Zoucheng  Economic  Development  Zone in June 2002.
      All bio-tech  research work will commence  while the  construction  of the
      Base is in process. To support the GOVERNMENT's  relocation  efforts,  the
      GOVERNMENT  will  provide  the  BASE/COMPANY  with  temporary  factory and
      research facilities during the COMPANY's relocation and transition period.
      The  COMPANY may also set up KIWA  Bio-tech  Institute  and KIWA  Bio-tech
      industry park in Zoucheng  Economic  Development  Zone in the future,  and
      when this  happens,  the  GOVERNMENT  agrees to provide more  preferential
      policies and treatment to the COMPANY.


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VII.  The GOVERNMENT and the COMPANY  confirm that the  construction  of the PBC
      project and its  production  base will start July 2002.  The COMPANY  will
      submit a detailed  construction  plan and work schedule  before the end of
      June  2002,   and  both  parties  will  work  together  to  implement  the
      construction plan.

VIII. The signing and  execution  of this  AGREEMENT  will  supersede  all other
      previous   agreements   made  and  entered   into  by  and  between   KIWA
      INTERNATIONAL  GROUP and Ji-Ning Municipal  Government with respect to the
      PBC project.

IX.   Any and all other  terms and  conditions,  which have not been  covered in
      this AGREEMENT will be discussed and agreed upon in the future in separate
      agreements.

X.    The AGREEMENT is made in both Chinese and English languages and both texts
      being equally original and legally binding,  becomes effective immediately
      upon signing and execution by the two Parties.

SIGNED BY:                                   SIGNED BY:
BO LIU                                       MENGJUN YANG

FOR AND ON BEHALF OF : 26/5/2002             FOR AND ON BEHALF OF : 26/5/2002
ZHOUCHENG MUNICIPAL GOVERNMENT               KIWA BIO-TECH PRODUCTS GROUP LTD.,