EMPLOYMENT
AGREEMENT

     

    


    THIS
EMPLOYMENT AGREEMENT is made and entered into this 25th day of February 18, 2009
by and between Kiwa Bio-tech Products Group Corp., a Delaware corporation having
its principal place of business at 310 N. Indian Hill Blvd., #702 Claremont,
California and Steven Ning Ma, an individual, whose address is Room 402, 36 Lane
380, Tianyaoqiao Road 200030
Shanghai, P. R. of China, (“Executive”), with reference to the following
facts:

    


    RECITALS

    


    WHEREAS,
Company is primarily engaged in the business of developing, manufacturing,
distributing and marketing innovative, cost-effective and environmentally safe
bio-technological products for the agricultural, stockbreeding, natural
resources and environmental protection markets, primarily in China;
and

    


    WHEREAS,
Company desires to employ Executive and to ensure the continued availability to
Company of Executive’s services, and Executive desires to accept such employment
from Company and render such services, all in accordance with and subject to the
terms and conditions herein set forth;

    


    NOW,
THEREFORE, in consideration of the promises and of the mutual covenants
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, Company and Executive do hereby agree as
follows:

    


    AGREEMENT

    


    1.    Term
of Employment.

    


    1.01.  Specified
Term. Company employs Executive, and Executive accepts employment with Company,
for a period of 3 years beginning on February 18, 2009, and ending on February
18, 2012.

    


    1.02.  Earlier
Termination. This Agreement may be terminated earlier as hereinafter
provided.

    


    1.03.
Continuing Effect. Notwithstanding any termination of this Agreement except for
termination under Section 9.02, at the end of the Term or otherwise, the
provisions of Sections 10 and 11 shall remain in full force and effect and the
provisions of Section 11 shall be binding upon the legal representatives,
successors and assigns of the Executive.

    


    2.    Duties
and Obligations of Executive.

    


    2.01.  Title
and Description of Duties. Executive shall serve as the Chief Financial Officer
and Chief Operating Officer of Kiwa Bio-tech Products Group, Corp. In that
capacity, Executive shall do and perform all services, acts, or things necessary
or advisable to fulfill the duties of a Chief Financial Officer and Chief
Operating Officer. However, Executive shall at all times be subject to the
direction of the Chief Executive Officer (“CEO”), and to the policies
established by the Company’s Board of Directors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.02.  Loyal
and Conscientious Performance of Duties. Executive agrees that to the best of
his ability and experience he will at all times loyally and conscientiously
perform all of the duties and obligations required of him either expressly or
implicitly by the terms of this Agreement.

    


    2.03.  Devotion
of Entire Time to Company’s Business.

    


    (a)  Executive
shall devote his entire productive time, ability, and attention to the business
of Company during the term of this Agreement.

    


    (b)  During
the term of this Agreement, Executive shall not engage in any other business
duties or pursuits whatsoever. Furthermore, during the term of this Agreement,
Executive shall not, whether directly or indirectly, render any services of a
commercial, or professional nature to any other person or organization, whether
for compensation or otherwise, without the prior written consent of Company’s
President. However, the expenditure of reasonable amounts of time for
educational, charitable, or professional activities shall not be deemed a breach
of this Agreement if those activities do not materially interfere with the
services required under this Agreement.

    


    (c)  This
Agreement shall not be interpreted to prohibit Executive from making passive
personal investments or conducting private business affairs if those activities
do not materially interfere with the services required under this Agreement.
However, Executive shall not, directly or indirectly, acquire, hold, or retain
any interest in any business competing with or similar in nature to the business
of Company.

    


    2.04.
Location of Office. Executive’s principal business office shall be at Company’s
corporate headquarters and representative office in Beijing. However,
Executive’s job responsibilities shall include all business travel necessary to
the performance of his job.

    


    2.05.  Uniqueness
of Executive’s Services. Executive represents and agrees that the services to be
performed under the terms of this Agreement are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Executive therefore expressly agrees that Company, in addition to
any other rights or remedies that Company may possess, shall be entitled to
injunctive and other equitable relief to prevent or remedy a breach of this
Agreement by Executive.

    


    2.06.  Indemnification
for Negligence or Misconduct. Executive shall indemnify and hold Company
harmless from all liability for loss, damage, or injury to persons or property
resulting from the negligence or misconduct of Executive.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.07.
Adherence to Inside Information Policies. Executive acknowledges that Company is
publicly-held and, as a result, has implemented inside information policies
designed to preclude its executives and those of its subsidiaries from violating
federal securities laws by trading on material, non-public information or
passing such information on to others in breach of any duty owed to Company its
parent or any third party. Executive shall promptly execute any agreements
generally distributed by Company to its employees requiring such employees to
abide by its inside information policies.

    


    3.    Obligations
of Company.

    


    3.01.  General
Description. Company shall provide Executive with the compensation, incentives,
benefits, and business expense reimbursement specified elsewhere in this
Agreement.

    


    3.02.  Indemnification
of Losses of Executive Company shall indemnify Executive for all necessary
expenditures or losses incurred by Executive in direct consequence of the
discharge of his duties on Company's behalf.

    


    4.    Executive
Representations. Executive represents and warrants that:

    


    (a)
Executive has the right to enter into this Agreement and is not subject to any
Agreement, commitment, agreement, arrangement or restriction of any kind which
would prevent Executive from performing Executive’s duties and obligations
hereunder; and

    


    (b)  Executive
is currently in good health and to the best of Executive’s knowledge; Executive
is not subject to any undisclosed medical condition which might have a material
effect on Executive’s ability to perform satisfactorily Executive’s services
hereunder.

    


    5.    Compensation
of Executive.

    


    5.01.  Annual
Salary.

    


    (a) As
compensation for the services to be rendered by Executive hereunder, Company
shall pay Executive an annual salary at the rate per annum of RMB636,000
(approximately $93,000), of which RMB508,800 (approximately $74,400) shall be
paid in equal monthly installments of RMB42,400 (approximately $6,200) during
the period of employment, prorated for any partial employment period, and
RMB127,200 (approximately 18,600) shall be paid as an annual performance bonus
in three months after each employment year. If a major round of financing has
been accomplished after the Executive takes office, the performance bonus shall
be paid on monthly basis.

    


    (b)  Executive
shall receive such annual increases in salary as may be determined by Company’s
CEO in his sole discretion at least annually on or about each anniversary of the
execution of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c)
Executive shall pay the due individual income tax levied by the applicable laws
and other individual tax (if applicable) levied for the above benefits paid by
Executives. Company shall be entitled to deduct from each salary payment, all
deductions as may be required by applicable laws, including, without limitation,
deductions for U.S.A. federal, state and local income taxes and FICA, and
deductions for P.R.C. applicable laws.

    


    5.02.  Salary
Continuation During Disability. If Executive for any reason whatsoever becomes
permanently disabled so that he is unable to perform the duties prescribed
herein, Company agrees to pay Executive his monthly installments of salary,
payable in the same manner as provided for the payment of salary herein, for a
period of up to six (6) months from the date of disability or until the
expiration of the employment term provided for herein, whichever occurs
sooner.

    


    5.03.  Repayment
of Disallowed Salary. In the event that any portion of the compensation paid by
Company to Executive is disallowed as an income tax deduction on an income tax
return of Company, Executive agrees to immediately repay to Company the full
amount of that portion.

    


    6.    Executive
Incentives

    


    6.01.  Cash
Bonus Based on Profitability. At the beginning of any fiscal year during the
employment term as herein provided, Company’s CEO shall set forth for Executive
goals and objectives to be accomplished by Executive during that year. For the
successful completion of all goals and objectives by the end of that year,
Executive shall receive a performance bonus provided for in Section 5.01 for his
services in addition to any other compensation which he is entitled to receive
hereunder. The amount and form of bonus shall be determined by the CEO and to be
approved by the Board of Directors. This bonus shall be paid within one month
after the annual meeting of the Board of Directors.

    


    6.02.  Stock
Incentive Plan.

    


    (a)  As
additional compensation, Company agrees to grant Executive each year certain
number of stock options pursuant to Company’s Stock Incentive Plan and the board
resolutions on stock option allocation plan each fiscal year.

    


    (c)  All
terms and conditions of Company’s Stock Incentive Plan, including but not
limited to option grant, exercise and any other items are applicable for
Executive as a plan participant.

    


    7.    Executive
Benefits.

    


    7.01.  Annual
Vacation. Executive shall be entitled to two (2) week vacation time each year
with full pay. Executive may be absent from his employment for vacation only at
such times as Company’s CEO shall determine from time to time. If Executive is
unable for any reason to take the total amount of authorized vacation time
during any year, he may accrue that time and add it to vacation time for any
following year or may receive a cash payment in an amount equal to the amount of
annual salary attributable to that period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    7.02.  Illness.
On completion of one (1) year in the service of Company, Executive shall be
entitled to five (5) days per year as sick leave with full pay. Sick leave may
not be accumulated or accrued for any following year.

    


    7.03.  Employee
Benefit Programs. Executive is entitled to participate in any pension, 401(k),
insurance or other employee benefit plan that is maintained by Company for its
executive officers, including programs of life and medical insurance and
reimbursement of membership fees in civic, social and professional
organizations

    


    7.04.
Insurance. Company shall provide to Executive and pay premiums on Company's
group medical insurance policy offered through Company, covering Executive and
Executive's dependents.

    


    7.05.
Severance Package. If Executive's employment with Company is terminated pursuant
to Sections 9.03 or 9.04, Executive shall be entitled to three (3) month
severance package consisting of Executive's compensation and all benefits as
provided for in Sections 5, 6 and 7 and all Executive's remaining unvested
options shall vest immediately. Payments shall be made monthly or in a lump sum
payment at the Board's sole discretion. In the event severance is paid in a lump
sum, the cash amount excluding insurance benefits shall be paid at the present
value for the time remaining in the 3-month severance agreement based on the
current prime interest rate as charged by the Federal Reserve Bank in New
York.

    


    8.    Business
Expenses.

    


    8.01.  Business
Expenses.

    


    (a)  Company
shall promptly reimburse Executive for all reasonable business expenses incurred
by Executive in promoting the business of Company, including expenditures for
entertainment, gifts, and travel.

    


    (b)  Each
such expenditure shall be reimbursable only if it is of a nature qualifying it
as a proper deduction on the federal and state income tax return of
Company.

    


    (c)  Each
such expenditure shall be reimbursable only if Executive furnishes to Company
adequate records and other documentary evidence required by federal and state
statutes and regulations issued by the appropriate taxing authorities for the
substantiation of that expenditure as an income tax deduction.

    


    8.02.  Repayment
by Executive of Disallowed Business Expenses. In the event that any expenses
paid for Executive or any reimbursement of expenses paid to Executive shall, on
audit or other examination of Company's income tax returns, be determined not to
be allowable deductions from Company's gross income, and in the further event
that any such determination is acceded to by the Company or made final by the
appropriate federal or state taxing authority or a final judgment of a court of
competent jurisdiction, and no appeal is taken from the judgment or the
applicable period for filing notice of appeal has expired, Executive shall repay
to Company the amount of the disallowed expenses.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.    Termination
of Employment.

    


    9.01.
Death or Disability. Except as otherwise provided herein, this Agreement shall
automatically terminate without act by any party upon the death or disability of
Executive. For purposes of this Section 9.01, "disability" shall mean that for a
period of 6 consecutive months, Executive is incapable of substantially
fulfilling the duties set forth in Section 2 because of physical, mental or
emotional incapacity resulting from injury, sickness or disease. In the event of
death of Executive, Executive's estate shall receive any unpaid, earned
compensation due Executive and this Agreement shall terminate. In the event of
Executive's disability, the Executive will be paid compensation, benefits and
bonus which may accrue during the period of disability as set forth in Sections
5, 6 and 7.

    


    9.02.  Termination
for Cause. Company may terminate Executive's employment pursuant to the terms of
this Agreement at any time for cause by giving written notice of termination.
Such termination will become effective upon the giving of such notice. Upon any
such termination for cause, Executive shall have no right to compensation, bonus
or reimbursement under Section 5, 6 or 8, or to participate in any employee
benefit programs under Section 7, including the severance package provided for
in Section 7.05, except as provided by law, for any subsequent to the effective
date of termination. For purposes of this Section 9.02, "cause" shall mean: (i)
Executive is convicted of a felony which is directly related to Executive's
employment or the business of Company or could otherwise reasonably be expected
to have a material adverse effect on Company's business, prospects or future
stock price which price should be measured over a period of at least six months.
Felonies involving the driving of motor vehicles shall not be grounds for
termination; (ii) Executive, in carrying out his duties hereunder, has been
found in a civil action to have committed gross negligence or intentional
misconduct resulting in either case in direct material harm to Company; (iii)
Executive is found in a civil action to have breached his fiduciary duty to
Company resulting in direct profit to him; (iv) Executive is found in a civil
action to have materially breached any provision of Section 10 or Section 11;
(v) Executive’s repeated refusal (other than any failure to perform arising from
a physical or mental disability) to act in accordance with the reasonable
directions of Company’s Board directing Executive to perform services consistent
with Executive’s status as an officer of Company, which refusal is not cured by
Executive within twenty (20) days of Executive’s receipt of written notice
thereof from Company (provided, however, that if such breach cannot be cured
within twenty (20) days and Executive commences the cure thereof and diligently
pursues the same, such failure shall not constitute “cause” unless such breach
is not cured in its entirety within thirty (30) days of Executive’s receipt of
the written notice of breach); (vi) Executive commits acts of dishonesty, fraud,
misrepresentation, or other acts of moral turpitude, that would prevent the
effective performance of his duties; and (vii) Executive’s material breach of
any obligations of Executive which remains uncured for more than twenty (20)
days after written notice thereof by Company to Executive. Executive's failure
to comply with the requirements of Section 10 of this Agreement shall constitute
a material breach of this Agreement. The term "found in a civil action" shall
not apply until all appeals permissible under the applicable rules of procedure
or statute have been determined and no further appeals are
permissible.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.03.  Termination
Without Cause. Company's Board, in its sole discretion, may terminate
Executive's employment without cause at any time upon thirty (30) days written
notice. Upon effectiveness of such termination, Executive shall be entitled to
the severance package provided for in Section 7.05.

    


    9.04.  Effect
of Merger, Transfer of Assets, or Dissolution. This Agreement shall be
automatically terminated by any voluntary or involuntary dissolution of Company
resulting from either a merger or consolidation in which Company is not the
consolidated or surviving corporation, or a transfer of all or substantially all
of the assets of Company.

    


    9.05.  Termination
by Executive. Executive may terminate his obligations under this Agreement by
giving Company at least two (2) months notice in advance or tendering to Company
a total amount aggregating two (2) months of his annual salary.

    


    10.    Non-Competition
Agreement.

    


    10.01.
Competition with Company. Until termination of his employment and for a period
of 12 months commencing on the date of termination, Executive, directly or
indirectly, in association with or as a stockholder, director, officer,
consultant, employee, partner, joint venturer, member or otherwise of or through
any person, firm, corporation, partnership, association or other entity, shall
not compete with Company or any of its affiliates in any line of business which
is competitive with the business of Company within any metropolitan area in the
United States and the People’s Republic of China; provided, however, the
foregoing shall not prevent Executive from accepting employment with an
enterprise engaged in two or more lines of business, one of which is the same or
similar to Company's business (the "Prohibited Business") if Executive's
employment is totally unrelated to the Prohibited Business; provided, further,
the foregoing shall not prohibit Executive from owning up to 5% of the
securities of any publicly-traded enterprise provided Executive is not an
executive, director, officer, consultant to such enterprise or otherwise
reimbursed for services rendered to such enterprise.

    


    10.02.
Solicitation of Customers. During the periods in which the provisions of Section
10.01 shall be in effect, Executive, directly or indirectly, will not seek
Prohibited Business from any Customer (as defined below) on behalf of any
enterprise or business other than Company that is in direct competition with
Company's business, refer Prohibited Business from any Customer to any
enterprise or business other than Company to any enterprise or business that is
in direct competition with Company's business or receive commissions based on
sales or otherwise relating to the Prohibited Business from any Customer that is
in direct competition with Company's business, or any enterprise or business
other than Company. For purposes of this Agreement, the term "Customer" means
any person, firm, corporation, partnership, association or other entity to which
Company or any of its affiliates sold or provided goods or services during the
six-month period prior to the time at which any determination is required to be
made as to whether any such person, firm, corporation, partnership, association
or other entity is a Customer, or who or which was approached by or who or which
has approached an employee of Company for the purpose of soliciting business
from the Company or the third party, as the case may be.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    10.03. No
Payment. Executive acknowledges and agrees that no separate or additional
payment to him will be required in consideration of his undertakings in this
Section 10.

    


    11.    Non-Disclosure
of Confidential Information.

    


    11.01.
Confidential Information. Confidential Information includes, but is not limited
to, trade secrets as defined by the common law and statute in the state of
California or any future Californian statute, processes, policies, procedures,
techniques, designs, drawings, know-how, show-how, technical information,
specifications, computer software and source code, information and data relating
to the development, research, testing, costs, marketing, Company's budgets and
strategic plans, and the identity and special needs of Customers, databases,
data, all technology relating to Company's businesses, systems, methods of
operation, client or Customer lists, Customer information, solicitation leads,
marketing and advertising materials, methods and manuals and forms, all of which
pertain to the activities or operations of Company, names, home addresses and
all telephone numbers and e-mail addresses of Company's executives, former
executives, clients and former clients. In addition, Confidential Information
also includes Customers and the identity of and telephone numbers, e-mail
addresses and other addresses of executives or agents of Customers (each a
"Contact Person") who are the persons with whom Company's executives and agents
communicate in the ordinary course of business. Confidential Information also
includes, without limitation, Confidential Information received from the
Company's subsidiaries and affiliates. For purposes of this Agreement, the
following will not constitute Confidential Information (i) information which is
or subsequently becomes generally available to the public through no act of
Executive, (ii) information set forth in the written records of Executive prior
to disclosure to Executive by or on behalf of Company which information is given
to Company in writing as of or prior to the date of this Agreement, and (iii)
information which is lawfully obtained by Executive in writing from a third
party (excluding any affiliates of Executive) who did not acquire such
confidential information or trade secret, directly or indirectly, from Executive
or Company.

    


    11.02.
Legitimate Business Interests. Executive recognizes that Company has legitimate
business interests to protect and as a consequence, Executive agrees to the
restrictions contained in this Agreement because they further Company's
legitimate business interests. These legitimate business interests include, but
are not limited to: (i) trade secrets; (ii) valuable confidential business or
professional information that otherwise does not qualify as trade secrets
including all Confidential Information; (iii) substantial relationships with
specific prospective or existing Customers or clients; (iv) Customer or client
goodwill associated with Company's business; and (v) specialized training
relating to Company's technology, methods and procedures.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    11.03.
Confidentiality. For a period of two (2) years following termination of
employment, the Confidential Information shall be held by Executive in the
strictest confidence and shall not, without the prior written consent of
Company, be disclosed to any person other than in connection with Executive's
employment by Company. Executive further acknowledges that such Confidential
Information as is acquired and used by Company or its affiliates is a special,
valuable and unique asset. Executive shall exercise all due and diligence
precautions to protect the integrity of Company's Confidential Information and
to keep it confidential whether it is in written form, on electronic media or
oral. Executive shall not copy any Confidential Information except to the extent
necessary to his employment nor remove any Confidential Information or copies
thereof from Company's premises except to the extent necessary to his employment
and then only with the authorization of the CEO of Company. All records, files,
materials and other Confidential Information obtained by Executive in the course
of his employment with Company are confidential and proprietary and shall remain
the exclusive property of Company or its Customers, as the case may be.
Executive shall not, except in connection with and as required by his
performance of his duties under this Agreement, for any reason use for his own
benefit or the benefit of any person or entity with which he may be associated
or disclose any such Confidential Information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever without the
prior written consent of the CEO of Company.

    


    12.    Equitable
Relief.

    


    (a)  Company
and Executive recognize that the services to be rendered under this Agreement by
Executive are special, unique and of extraordinary character, and that in the
event of the breach by Executive of the terms and conditions of this Agreement
or if Executive, without the prior consent of the board of directors of Company,
shall leave his employment for any reason and take any action in violation of
Section 10 or Section 11, Company shall be entitled to institute and prosecute
proceedings in any court of competent jurisdiction referred to in Section 12(b)
below, to enjoin Executive from breaching the provisions of Section 10 or
Section 11. In such action, Company shall not be required to plead or prove
irreparable harm or lack of an adequate remedy at law or post a bond or any
security.

    


    (b)  Any
action must be commenced in Los Angeles County, California. Executive and
Company irrevocably and unconditionally submit to the exclusive jurisdiction of
such courts and agree to take any and all future action necessary to submit to
the jurisdiction of such courts. Executive and Company irrevocably waive any
objection that they now have or hereafter irrevocably waive any objection that
they now have or hereafter may have to the laying of venue of any suit, action
or proceeding brought in any such court and further irrevocably waive any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Final judgment against Executive or Company in
any such suit shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment, a certified or true copy of which shall be conclusive
evidence of the fact and the amount of any liability of Executive or Company
therein described, or by appropriate proceedings under any applicable treaty or
otherwise.

    


    13.    Conflicts
of Interest. While employed by Company, Executive shall not, directly or
indirectly:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (a)  participate
as an individual in any way in the benefits of transactions with any of
Company's Customers, including, without limitation, having a financial interest
in Company's Customers, or making loans to, or receiving loans, from, Company's
Customers;

    


    (b)  realize
a personal gain or advantage from a transaction in which Company has an interest
or use information obtained in connection with Executive's employment with
Company for Executive's personal advantage or gain; or

    


    (c)  accept
any offer to serve as an officer, director, partner, consultant, manager with,
or to be employed in a technical capacity by, a person or entity which does
business with Company.

    


    14.    General
Provisions.

    


    14.01.  Notices.  Notices
and Addresses. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given
if delivered to the addressees in person, by Federal Express or similar
receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:

    


    To
Company:  Kiwa Bio-Tech Products Group, Corp.

    310 N.
Indian Hill Blvd., #702 Claremont, California

    


    To
Executive:

    Steven
Ning Ma

    _______________________________________

    


    or to
such other address as either of them, by notice to the other may designate from
time to time. The transmission confirmation receipt from the sender's facsimile
machine shall be evidence of successful facsimile delivery. Time shall be
counted to, or from, as the case may be, the delivery in person or by
mailing

    


    14.02.  Attorneys'
Fees and Costs. If any legal action is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements in addition to any other
relief to which that party may be entitled. This provision shall be construed as
applicable to the entire Agreement.

    


    14.03.  Modifications.
Any modification of this Agreement will be effective only if it is in writing
signed by the party to be charged.

    


    14.04.  Effect
of Waiver. The failure of either party to insist on strict compliance with any
of the terms, covenants, or conditions of this Agreement by the other party
shall not be deemed a waiver of that term, covenant, or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    14.05.  Partial
Invalidity. If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force without being impaired or invalidated
in any way.

    


    14.06.  Law
Governing Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

    


    14.07.  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. The execution of this Agreement may be by actual or facsimile
signature.

    


    14.08.
Additional Documents. The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.

    


    14.09.
Section and Paragraph Headings. The section and paragraph headings in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

    


    14.10.
Arbitration. Except for a claim for equitable relief, any controversy, dispute
or claim arising out of or relating to this Agreement, or its interpretation,
application, implementation, breach or enforcement which the parties are unable
to resolve by mutual agreement, shall be settled by submission by either party
of the controversy, claim or dispute to binding arbitration in Los Angeles
County, California (unless the parties agree in writing to a different
location), before three arbitrators in accordance with the rules of the American
Arbitration Association then in effect. In any such arbitration proceeding the
parties agree to provide all discovery deemed necessary by the arbitrators. The
decision and award made by the arbitrators shall be final, binding and
conclusive on all parties hereto for all purposes, and judgment may be entered
thereon in any court having jurisdiction thereof.

    


    14.11.  Entire
Agreement. This Agreement supersedes any and all other Agreements, either oral
or in writing, between the parties hereto with respect to the employment of
Executive by Company, and contains all of the covenants and Agreements between
the parties with respect to that employment in any manner whatsoever. Each party
to this Agreement acknowledges that no representations, inducements, promises,
or Agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other
Agreement, statement, or promise not contained in this Agreement shall be valid
or binding.

    


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    IN
WITNESS WHEREOF, Company and Executive have executed this Agreement as of the
date and year first above written.

     

    
      
        	
                COMPANY:

              	
                EXECUTIVE:

              
	
                Kiwa
      Bio-tech Products Group Corp.

              	
                Steven
      Ning Ma

              


      

    

     

     

    


    Wei
Li,                                                       

    Chairman
of Board and CEO