Advance Agreement
Party
A :
Xxx
Xx
Party
B :
Kiwa
Bio-Tech Products Group Corporation
The
Advance Agreement is signed on January 10, 2008 by both parties, to clarify
the
following advance transactions:
| 1. |
During
the fourth quarter of 2007, Party A advanced an aggregate sum of
RMB
885,890.31 (i.e. US$121,278.41, based on the exchange rate 7.3046:1
on
December 28, 2007) to Party B’s Beijing Representative Office in
China.
|
| 2. |
During
October 2007, Party A advanced US$54,019.50 to Party
B.
|
| 3. |
Both
parties agreed the abovementioned advances bear interest at 6% per
annum
starting from the drawing date. Party A agreed that Party B could
repay
the advances aperiodically when the Company’s cash flow circumstances
permit. At the same time Party B agreed to settle the advances within
180
days since December 31, 2007.
|
| 4. |
Both
parties agreed that Party B will issue to Party A warrants that entitle
Party A to purchase up to 876,490 shares of common stock based on
the
exercise price specified in Clause 5. Party A shall have the right
to
exercise the warrants within next 24 months beginning from December
31,
2007.
|
| 5. |
Exercise:
At the option and instruction of Party A, Party A shall at any time
make
an application to exercise any warrants for the issuance of shares
of
Party B. Party A shall have the right to exercise the warrants based
on a
exercise price equal to the closing quote (US$0.12) of the shares
of Party
B on December 31, 2007. Party A shall have unlimited piggyback
registration right.
|
Party
A:
/s/: Xxx Xx
Name:
Xxx
Xx
Party
B:
Kiwa
Bio-Tech Products Group Corporation
/s/:
Xxxxxxx Xxx
Name:
Xxxxxxx Xxx
Title:
Director and CFO
Date:
January
10, 2007
