Exhibit 10.1
PAYMENT ACKNOWLEDGMENT AND RELEASE
This Payment Acknowledgment and Release ("Acknowledgment") is made as of
June 8 , 2005 Agreement by and among Kiwa Bio-Tech Products Group Corporation, a
Delaware corporation ("Borrower") on the one hand and Young San Xxx and Song N.
Bang (jointly, "Lender") on the other hand.
RECITALS
A. Borrower and Lender entered into a Convertible Loan Agreement dated
September 23, 2004 (the "Loan").
B. The Loan provided that the principal amount borrowed, $350,000, was to
be paid to Lender on or before March 23, 2005, the maturity date.
C. Borrower did not pay the principal amount of the Loan when due.
D. Borrower and Lender agreed to amend the Loan pursuant to an
Agreement Amending Covertible Loan ("Amendment") between the parties made as of
April 7, 2005.
ACKNOWLEDGMENT
1. Acknowledgment. Lender acknowledges that the interest payment of
$17,500 and the 1,050,000 warrants referred to in Paragraph 3 of the Loan were
delivered to Lender in accordance with the terms of the Loan. Lender
acknowledges payment by Borrower of $350,000 for principal and of $9,991 for
penalty interest to the lender as of June 3, 2005, which Lender acknowledges
constitutes full satisfaction of all payment and performance obligations of
Borrower under the Loan and the Amendment. Lender hereby releases Borrower from
all obligations under the Loan or the Amendment.
2. Governing Law. This Acknowledgment is governed by, construed and
enforced in accordance with the laws of the State of Delaware without regard to
conflict of law principles.
3. Consent to Jurisdiction. The parties irrevocably consent to the
jurisdiction of the state and federal courts located in Los Angelas County,
California for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement.
4. Amendment. No amendment, modification, termination or cancellation of
this Acknowledgment is effective unless made in a writing signed by each of the
parties.
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
By: /s/ Xxx Xx
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Name: Xxx Xx
Title: Chairman of Board of Directors
and Chief Executive Officer
/s/ Young San Xxx
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Young San Xxx
/s/ Song N. Bang
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Song N. Bang
