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 FirsTrust
      Group, Inc.
      (the
“FirsTrust Group.”) as of October 7, 2008.

    


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

     

    WHEREAS,
      Nite Capital LP has transferred 6% Notes to FirsTrust Group and the Company
      has
      reissued FirsTrust Group 6% Notes on March 25, 2008;

     

    WHEREAS,
      pursuant to Section 4(e) of the Purchase Agreement, as the current holder of
      6%
      Notes, FirsTrust 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, including principal and accumulated
      interest.

     

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

     

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

          


     

    	l  	
            FirsTrust
              Group hereby agrees to suspend conversions of principal and accrued
              interest under the 6% Notes from October 7, 2008 until October 31,
              2008;

          


     

    	l  	
            The
              Company agrees that if a new financing is completed, all of the 6%
              Notes
              held by FirsTrust Group shall be redeemed for an aggregate payment
              of
              $200,000 (the “Payment Amount”), which, when paid will constitute final
              settlement and satisfaction of all outstanding claims amounts due to
              FirsTrust Group under 6% Notes.

          


     

    	l  	
            The
              Company shall pay FirsTrust 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
                FirsTrust Group by October 31, 2008, the 6% Notes shall automatically
                be
                amended to remove any and all limitations on FirsTrust Group’s right to
                convert the 6% Notes pursuant to Section 1.2(a) of the 6% 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 FirsTrust Group to the Company to raise new financing
                shall be null and void as if never
                granted.

            


    

     

    


    
      	
              FIRSTRUST
                GROUP, INC.

              /s/
                PATRICK KO

            	 	
              KIWA
                BIO-TECH PRODUCTS GROUP CORPORATION

              /s/
                WEI LI

            
	 	 	 
	___________________	 	___________________
	
              By:
                Patrick
                Ko

              Chief
                Executive Officer

            	 	
              By:
                Wei
                Li

              Chief
                Executive Officer