TERMINATION AGREEMENT
This
Termination
Agreement
is made
and entered into effective as of July 22, 2007, by and between Kiwa Bio-Tech
Products Group Ltd. (the “Company”)
and
UPB International Sourcing Limited (“UPB”)
for
the termination of the contract in connection with issuance of L/C dated on
August 8, 2006, as amended on August 20, 2006 (the “Contract”).
WHEREAS,
(1)
On
August 8, 2006, and amended as of August 20, 2006, the Company entered into
a
letter of credit contract with UPB, pursuant to which the Company engaged UPB
to
issue a $38,500,000 letter of credit in favor of the Company to a urea supplier.
The letter of credit is for a term of 90 days and can be reissued each time
its
term expires until the expiration of the stated term of the urea purchase
agreement. The Company shall pay UPB a commission equal to 2% of the total
credit line.
(2)
UPB
had made the arrangement to issue the letter of credit according to the terms
of
the Contract, and made the settlement of the first two shipments.
(3)
The
Company had terminated the agreements with Shengkui Technologies Inc.and China
Xxx Xxxx Roneo Corporation, respectively, and no longer continue to carry out
urea entrepot trade.
NOW,
THEREFORE,
in
consideration of the mutual covenants contained herein, intending to be legally
bound hereby, the Parties agree as follows:
(1)
Confirmation. Each
of
the parties hereto acknowledges that the Company had paid
UPB
the first installment of $385,000 and other minor costs in 2006 and $315,000
of
the second installment ($385,000) in June 2007 under the Contract. The balance
due to UPB is $70,000 as of the execution date of this Termination
Agreement.
(2)
Termination
of the Contract.
Each of
the parties hereby terminates the Contract, effective upon the signing of this
Termination Agreement. As a result of this provision, none of the parties shall
have any rights or obligations under or with respect to the Contract, with
exception of the balance of commission due.
IN
WITNESS WHEREOF,
the
Parties have executed this Termination Agreement as of the date first set forth
above.
Kiwa
Bio-Tech Products Group Ltd.
/s/:__________________________
Name:
Xxx
Xx
Title:
Chief Executive Officer and Chairman of Board
UPB
International Sourcing Limited
/s/:__________________________
Name:
Title:
