Technology Transfer Agreement

                   [English translation of Mandarin original.]

Project Name: AF-01 Anti-viral Aerosol (Veterinary)

Transferee: Kiwa Bio-Tech Products Group Corporation (Party A)

Transferor: Jinan Kelongboao Bio-Tech Co., Ltd. (Party B)

Place of contract signing: BEIJING CHINA

Date of contract signing:         , 2006

Effective Term: From May 6, 2006 To May 6, 2008

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                                                    Technology Transfer Contract
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       In  accordance  with the Contract Law of the People's  Republic of China,
this Technology  Transfer Agreement (the Agreement) is made and entered into, on
the technology  transfer and relating technical service for the AF-01 Anti-viral
Aerosol (Veterinary) (temporary name, same as hereafter) Project, by and between
the parties hereto as follows:

I. Subject of transfer

      1-1  Party  B  agrees  to  transfer  the   veterinary   AF-01technological
achievement under the Appraisal  Certificate No. Guo Wei Ke Cheng Jian Zi [2004]
A0101 (Attachment A) to Party A and Party A agrees to accept such  technological
achievement.  The veterinary  AF-01technological  achievement is a Virus Blocker
with broad-spectrum  antivirus function  independently  developed by Party B who
owns  the   intellectual   property  rights  on  this  product  with  bio-active
glycopeptides produced by actinomycetes as the element.

      1-2 Both  parties  fully  understand  that the  technological  achievement
appraisal for veterinary  AF-01 and the technology  transfer as provided  herein
are limited to the production and sales of AF-01 anti-viral  Aerosol  veterinary
medicine  agent only,  not concerned  with the providing of bacterium  seeds for
production of AF-01 Virus Blocker,  the raw material medicine production and the
application  of AF-01  Virus  Blocker  as a new human  medicine;  meanwhile  the
veterinary  product  development,  application for registration,  production and
sales of Party A shall not be limited by the agent type,  indications  and scope
of application  and territory,  and shall be determined at its own discretion by
Party A.

II. Technology and service contents and the requirements:

      2-1. Technology content:

      The technology  related to produce the veterinary AF-01 Anti-viral Aerosol
agent, and the right to produce the new medicine.

      2-2. Technical service and the requirements:

      2-2-1 AF-01  Anti-viral  Aerosol  veterinary  medicine  agent  production,
quality inspection and storage technology, including the technical parameters of
above technology, product quality standard (draft) technical index and technical
training;

      2-2-2 As for the  exclusive  manufacturer  for  AF-01  Anti-viral  Aerosol
veterinary  medicine  agent,  Party B shall  guarantee that such  technology has
reached  the  degree  for  large  scale  industrialized  production,  and  shall
guarantee the advancement and maturity of the manufacturing  processes,  and the
stability of such product can meet the  requirements  of the quality  standards.
Party B shall be  responsible  for giving  guidance to Party A or the designated
factories for producing the acceptable products.

      2-2-3 Party B shall be responsible for providing the raw material medicine
for such  product,  the  certificate  for legality of the source of raw material
medicine and the quality standards.


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                                                    Technology Transfer Contract
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      2-2-4 Party A shall be allowed,  in the name of Party A or its subsidiary,
to independently  apply for the certificate for new veterinary medicine with the
competent  authority  of  Chinese  government.  The  indications  and  scope  of
application  shall be determined  at its own  discretion by Party A based on the
medicine effect  characteristics.  Therefore,  Party B shall provide  acceptable
samples and relating technical documents, and assist Party A in applying for the
production license, the legal inspection and verification.

III. Target technical index and parameters

      The technical index and parameters  shall conform to the current  measures
for  veterinary  medicine  registration  and  the  relating   regulations,   and
corresponding  documents  shall be prepared  and  submitted  in hard copy and in
electronic copy.

IV. Scope of technical secret and term of confidentiality for this project:

      The scope of production  technology secret of this project shall be within
Party  A and  Party B  (including  the  technology-related  entities  and  state
authority  for  approval).  Both parties shall keep  confidential  the technical
information of this project. In the event that without Party A's consent Party B
discloses the technical information,  Party B shall indemnify Party A at 50-100%
of the total contract value. Both parties shall keep confidential the technology
and the confidentiality period shall be seven years.

      Scope of using the technical secret(pound)(0)

      The  technical  secret can be used within  Party A, its  wholly-funded  or
partially funded companies.

V. The Technology Transfer Contract and Acceptance criteria and methods:

      Acceptance criteria:

      The  acceptance  criteria for this project shall be the contents of Clause
1.2 hereof.

      Methods and schedule

      5-1.  Within 30 days after Party A pays the first  installment to Party B,
Party B shall complete the delivery of related technical documents.

      5-2.  After the  contract be signed  between  Party A and Party B, Party B
shall  provide  the  sample  (=5000  milliliter)  for  new  veterinary  medicine
application to Party A in accordance  with the requests of Party A, the original
sample liquid shall be not less than 200,000 zymolysis units/milliliter.

      5-3. Within ten days after the Contract becomes  effective,  Party B shall
deliver to Party A the documents related to agent production technology, quality
control  technology and product  storage  technology.  Meanwhile  Party B should
assist Party A in making  preparations for the application  documents and sample
validation.

      5-4. Within 90 days after this Contract becomes  effective,  Party A shall
make available the inspection equipment and the inspection personnel, and timely
notify Party B to start the training on relating  personnel.  Upon ending of the
training, the parties shall sign the memo for completing the training.


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                                                    Technology Transfer Contract
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      5-5. After the  conditions of Party A are complete,  Party A give a timely
notice to Party B for trial  operation.  Within ten  working  days after Party B
receives the notice from Party A, Party B shall send technicians to the facility
designated  by Party A and  complete  the  trial  production  together  with the
relating  personnel of Party A. Party B shall be responsible  for giving on-site
guidance to Party A for production of 3 batches of acceptable agent products and
complete  the  handover of all the  manufacturing  processes.  Successful  trail
production shall be deemed as Party A has accepted the  manufacturing  processes
and  production  technology  transferred by Party B. Both parties shall sign the
acceptance document.

      5-6.  Within 60 days after the  production  approval  for new  medicine is
acquired, Party A shall start the agent production.

VI. Transfer fee and way of payment or account settlement

      6-1 Total  transfer  fee (say):  Renminbi ten million  Yuan,  of which six
million shall be paid in cash and four million shall be paid by Party A with its
stocks.

      6-2 Way of payment:

      The above transfer fee shall be paid by installment as follows:

      6-2-1.  Within 15 days after the Contract is signed,  pay  Renminbi  three
million Yuan;

      6-2-2. Before technical training, pay Renminbi one million Yuan;

      6-2-3.  Within ten working days after the  application for new medicine is
accepted by the  Ministry of  Agriculture,  pay to Party B Renminbi  one million
Yuan;

      6-2-4.  Within ten working days after the  certificate for new medicine is
acquired from the Ministry of  Agriculture,  pay to Party B Renminbi one million
Yuan;

      6-2-5.  Party A shall,  within 90 days after the  production  approval  is
acquired and the trial  operation is ended,  complete  all the  formalities  for
transferring  or issuing  Renminbi four million Yuan stock to Party B. Party A's
stock price shall be  calculated  at average  market  price of stock of the five
days before the date of payment,  and the conversion  rate between  Renminbi and
American  dollar  shall be the  exchange  rate of the date on  which  the  stock
transfer formality is settled.

VII. General terms and conditions:

      In event of  breach of  contract,  the  defaulting  party  shall  bear the
responsibilities  and  liabilities fro breach of contract in accordance with the
Contract Law of the People's Republic of China.

7-1 It is agreed:

      7-1-1. In the  event  that for the  reason of Party  B's  technology,  the
            production approval of this product cannot be acquired, then Party B
            shall refund to Party A all the  technological  transfer fee already
            paid;

      7-1-2. In the event  that for Party A's  reason  Party A fails to  perform
            this Contract or terminate  this Contract in advance,  Party B shall
            have the right to transfer  this  project to any other party and not
            to refund the transfer fee paid by Party A;


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      7-1-3. In the  event  that  Party B fails  to  perform  this  Contract  or
            terminate this Contract in advance,  all the technical documents for
            the veterinary AF-01 Anti-viral Aerosol Party A has acquired and the
            production  approval  which may be acquired in future  shall  solely
            belong to Party A, and Party A shall have the right to dispose  them
            at its own discretion;

      7-1-4. Party A shall be the exclusive  transferee in Chinese territory for
            the such  agent of Party B. In the event  that for Party B's  reason
            Party B discloses the technical secret, Party B shall be responsible
            for all losses so suffered by Party A;

      7-1-5. All the property rights on the subject matter of this project,  the
            relating  documents  and  technology,  and the  certificate  for new
            medicine to be acquired in future shall be solely belong to Party A.

7-2. Special terms and conditions:

      7-2-1. Party B shall  exclusively  supply the raw  material  medicine  for
            AF-01  Anti-viral  Aerosol  to  Party  A for a long  time.  The  raw
            material  medicine  shall  reach  the  index  of  200,000  zymolysis
            units/milliliter.  After this Contract is signed, both parties shall
            sign the long-term supply contract in a timely manner.

      7-2-2. After the raw material  medicine  purchased by Party A from Party B
            reaches one ton per month for six consecutive months,  Party B shall
            stop  the  production  and  sales  activities  of any  kind  for the
            veterinary  agent  related  to such  technology,  and hand  over the
            customers to Party A free of charge.

      7-2-3. In the event that after the  Contract  is signed,  Party A fails to
            develop  this  product  or sell the  veterinary  medicine  commodity
            within  two  years,  Party B shall  have the right to  develop  such
            product and the development achievements shall remain with Party B.

      7-2-4. After Party A acquires  the  certificate  for new  medicine for the
            AF-01  Anti-viral   Aerosol,   the  extension  and  changes  to  the
            production approval shall have nothing to do with Party B.

      7-2-5. In the event that Party A has the desire to transfer the production
            approval or give  consent to a third party to produce the  medicine,
            the written consent of Party B shall be acquired,  and the exclusive
            supply contract shall be accordingly modified.

      7-2-6. After  the  AF-01  Antiviral  Aerosol  Agent  is  issued  with  the
            production approval and is put into production; Party B continues to
            assist Party A in completing the application for  registration as an
            anti bird-flu new veterinary medicine.


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VIII. Provision and sharing of follow-up improvements:

      8-1. Party B shall allow Party A to carry out follow-up development of the
veterinary AF-01 Anti-viral Aerosol and shall not otherwise reserve other rights
thereon. The follow-up  development as used herein shall mean the improvement of
the   manufacturing   processes,   increase  of  indications  and  extension  of
application scope.

      8-2.  In the event  Party A needs the  assistance  from Party B during the
aforesaid follow-up  development,  Party B shall give necessary assistance.  The
cooperation  contents  and  conditions  shall  be  agreed  upon  by the  parties
otherwise.

      8-3.  Party B shall allow Party A to apply for patent  protection  for the
technology  transferred to Party A and the achievements of follow-up development
as provided herein or take other effective protective legal means.

      8-4.  Nothing herein may be construed as that the contents  transferred by
Party  B to  Party A  include  the  bacterium  seeds  for  production  of  AF-01
Anti-viral  Aerosol,  the  technologies  related  to the raw  material  medicine
production  and the  right to apply  AF-01  Anti-viral  Aerosol  as a new  human
medicine as well as the right to produce the  medicine.  Both parties agree that
under  the  same  conditions,  Party A shall  have  the  right  of  priority  in
cooperation with Party B on new medicines for human being.

      8-5. The follow-up  improvement  as used herein shall mean during the term
of this Contract,  the innovation and  improvement  made by either party or both
parties on the  technological  achievements as the subject matter hereof.  It is
agreed that:

      In  the  event  that  any  follow-up   improvement  on  the  technological
achievements  as the subject matter hereof is made jointly by both parties,  the
nominal rights on the follow-up improvement  achievements shall remain with both
parties while the right to use the achievements shall remain only with Party A.

IX. Liquidated damages or indemnity calculation:

      In event of  breach of  contract,  the  defaulting  party  shall  bear the
responsibilities  and  liabilities for breach of contract in accordance with the
Contract Law of the People's Republic of China.

X. Dispute settlement:

      For  any  and  all  disputes  arising  out of or in  connection  with  the
Contract, the parties can reach amicable settlement through consultation or seek
for  reconciliation.  In the event that the dispute  cannot be resolved  through
amicable  settlement  or  reconciliation,  the  dispute  can  be  submitted  for
arbitration by arbitration  commission or brought to the local people's court of
the place where the plaintiff is located.

XI. Definitions

      11-1.  AF-01  Anti-viral   Aerosol   (temporary  name):  is  a  bio-active
glycopeptides with broad-spectrum  antiviral function independently developed by
Party B who owns the intellectual  property rights on this product. It is proved
through  practical use that it has obvious  effect on prevention of bird flu for
poultry,  Newcastle Disease and foot and mouth disease for livestock,  and there
is no  toxicity.  So it has met the  conditions  required  for  applying for new
variety of veterinary  medicine.  AF-01 Anti-viral Aerosol is the temporary name
for this  product,  so any other name can be chosen for  application  of the new
veterinary medicine certificate for this product. The name approved by the state
shall be  prevailing.  Any change in name shall not have impact on the  validity
and content of the Contract.


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      11-2.   Production   Approval:   is  a  production  license  of  livestock
disinfector  issued by the  department  designated  by the  state,  applying  in
preventing bird-flu.

XII. Promises warrants and miscellaneous:

      12-1. Party A's undertakings and warrants:

      12-1-1. Party A  undertakes  and  warrants to honor the  principle of good
            faith  and  strictly  fulfill  all  of  its   responsibilities   and
            obligations hereunder;

      12-1-2. Party A undertakes and warrants to pay the technology transfer fee
            to Party B in a timely  manner  in  accordance  with the  provisions
            hereof;

      12-1-3. Party A  undertakes  and  warrants to take the  responsibility  of
            applying for production approval,  and to bear all the costs for the
            aforesaid work.

      12-2. Party B's undertakings and warrants:

      12-2-1. Party B  undertakes  and  warrants to honor the  principle of good
            faith  and  strictly  fulfill  all  of  its   responsibilities   and
            obligations  hereunder;   and  assist  Party  B  in  completing  the
            application  work  for  new  medicine   certificate  and  production
            approval;

      12-2-2. Warrant on the  completeness  of the technology to be transferred.
            Party B's implementation of such technology will never be restricted
            by the patented technologies of Party A or any third party, nor will
            additional  cost be paid;  before and after the Contract is executed
            Party B may not  provide  any third  party  other  than Party A with
            technologies  identical  or similar  to the  subject  technology  or
            management experience,  which may enable such third party to compete
            with Party A or otherwise to impair the  interests of Party A. Party
            B shall  have the  obligation  to  advice,  request,  manage or urge
            relating technicians to fulfill such confidentiality obligation.

      12-2-3. Party B undertakes  and warrants that there is no dispute over the
            rights and interests on the  technology to be transferred by Party B
            hereunder,  and that  Party B has the full  power and  authority  to
            conclude this Contract;


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      12-2-4. Party B  undertakes  and  warrants  to bill Party A in full amount
            within ten working days after receiving the payment for the transfer
            fee from Party A.

      12-3. The Contract shall be made in  quadruplicate,  of which two original
copies for each party.  The  original  copies  shall be equally  authentic.  The
Contract shall become effective after the first  installment of the transfer fee
is paid by Party A.

      12-4.  Matters not covered  herein shall be settled  through  consultation
between the parties.

Party A(pound)(0)Kiwa Bio-Tech Products Group Corporation

By: /s/ Wei Li
-----------------------------
Chairman of the Board and CEO

Date: May 8, 2006

Party B: Jinan Kelongboao Bio-Tech Co., Ltd.

By: /s/ Jiandong Jiang
-----------------------------
Chairman of the Board

Date: May 8, 2006


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