Unassociated Document


     
      
        

      

    

    TERM
      SHEET
      FOR REDEMPTION OF

    CONVERTIBLE
      NOTES

    


    This
      Term
      Sheet is entered into by and among Kiwa
      Bio-Tech Products Group Corporation (the
      “Company”) and AJW
      Offshore Ltd., AJW Qualified Partners LLC, AJW Partners LLC,
      and
New
      Millennium Capital Partners II LLC (collectively
      the “NIR Group.”) as of September 25, 2008.

    


    WHEREAS,
      the Company issued to the NIR Group Callable Secured Convertible Notes (the
“6%
      Notes”), pursuant to a Securities Purchase Agreement dated as of June 29, 2006
      (the “Purchase Agreement”);

     

    WHEREAS,
      on January 31, 2008 the Company issued to the NIR Group Callable Secured
      Convertible Notes (the “2% Notes”) in connection with outstanding interest
      accrued on the 6% Notes;

     

    WHEREAS,
      pursuant to Section 4(e) of the Purchase Agreement, the NIR Group has certain
      rights of participation with respect to new equity financings (or debt
      financings with an equity component) (the “Participation Right”);
      and

     

    WHEREAS,
      the Company is seeking to obtain new financing and desires to prepay all amounts
      outstanding under the 6% Notes and 2% Notes, including principal and accumulated
      interest.

     

    NOW
      THEREFORE, both parties agree on the following terms and
      conditions:

     

    	l  	
            NIR
              Group waives its participation right with respect to any new financing
              that closes before October 31, 2008;

          


     

    	l  	
            NIR
              Group hereby agrees to suspend conversions of principal and accrued
              interest under the 6% Notes and 2% Notes from September 25, 2008 until
              October 31, 2008;

          


     

    	l  	
            The
              Company agrees that if a new financing is completed, all of the6% Notes
              and 2% Notes held by NIR Group shall be redeemed for an aggregate payment
              of $2,400,000 (the “Payment Amount”), which, when paid will constitute
              final settlement and satisfaction of all outstanding claims amounts
              due to
              NIR Group under such Notes.

          


     

    	l  	
            The
              Company shall pay NIR Group the Payment Amount within thirty (30) days
              of
              the closing of new financing, but no later than October 31,
              2008.

          


     

    	l  	
            The
              Company hereby agrees that if payment of the Payment Amount is not
              made to
              NIR Group by October 31, 2008, the 6% Notes and 2% Notes shall
              automatically be amended to remove any and all limitations on NIR Group’s
              right to convert the 6% Notes and 2% Notes pursuant to Section 1.2(a)
              of
              the 6% Notes and 2% Notes or the Acknowledgement and Agreement Regarding
              Terms of 6% Secured Convertible Notes, by and among the signatories
              thereto, and all rights and consents hereby granted by NIR Group to
              the
              Company to raise new financing shall be null and void as if never
              granted.

          


    

      
        	
                AJW
                  OFFSHORE, LTD.

              	 	 
	
                AJW
                  QUALIFIED PARTNERS, LLC

              	 	 
	
                AJW
                  PARTNERS, LLC

              	 	
                KIWA
                  BIO-TECH PRODUCTS GROUP

              
	
                NEW
                  MILLENNIUM CAPITAL PARTNERS II, LLC 

              	 	
                CORPORATION

              
	
                 

              	
                 

              	
                 

              
	
                By:
                  /s/
                  COREY S.
                  RIBOTSKY                              

              	 	
                By:/s/WEI
                  LI                                   
                  

              
	
                Corey
                  S. Ribotsky

              	
                 

              	
                Wei
                  Li

              
	
                Managing
                  Member

              	
                 

              	
                Chief
                  Executive Officer