CONSULTING
AGREEMENT
This CONSULTING
AGREEMENT (the "Agreement"), is effective as January 1, 2008,
between: Mr. Robert Schechter at Equity Communications (the
“Consultant”), with an office at 551 Fifth Ave. #3025
New York, NY 10176 and KIWA Bio-Tech Products Group Corporation,
("Company"), with offices at 415 W. Foothill Blvd., #206 Claremont
CA 91711
WITNESSETH
WHEREAS, the
Company requires and will continue to require consulting services
relating to management advisement, strategic planning and marketing
in connection with its business, together with advisory and
consulting related to shareholder management and public
relations;
WHEREAS,
Consultant is qualified to provide the Company with the
aforementioned consulting services and is desirous to perform such
services for the Company;
WHEREAS, the
Company wishes to induce Consultant to provide these consulting
services to the Company and wishes to contract with the Consultant
regarding the same believing it to be in its best
interest,
NOW, THEREFORE,
in consideration of the mutual covenants hereinafter stated, it is
agreed as follows:
The Company
hereby engages Consultant and Consultant agrees to render services
to the Company as a consultant upon the terms and conditions
hereinafter set forth.
The term of
this Consulting Agreement began as of the date of this Agreement,
and shall terminate on June 30, 2008, unless earlier terminated in
accordance with paragraph 9 herein or extended as agreed to between
the parties.
During the term
of this Agreement, Consultant shall provide advice to undertake for
and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of
the businesses of the Company, expansion of services, acquisitions
and business opportunities, and shall review and advise the Company
regarding its overall progress, needs and condition. The services
of Consultant shall not be exclusive nor shall Consultant be
required to render any specific number of hours or assign specific
personnel to the Company or its projects. The parties hereto
acknowledge and agree that Consultant cannot guarantee the results
or effectiveness of any of the services rendered or to be rendered
by Consultant. Rather, Consultant shall conduct its operations and
provide its services in a professional manner and in accordance
with good industry practice.
Consultant
agrees to provide on a timely basis the following enumerated
services plus any additional services contemplated
thereby:
(a) The
implementation of short-range and long-term strategic planning to
fully develop and enhance the Company's assets, general resources,
products and services; and
(b) Advise the
Company relative to its operational needs, relating specifically to
past and future corporate transactional and mergers and
acquisitions matters.
(c) Advise the
Company in relation to shareholder management and public
relations.
Consultant
shall be available for advice and counsel to the officers and
directors of the Company at such reasonable and convenient times
and places as may be mutually agreed upon. Except as foresaid, the
time, place and manner of performance of the services hereunder,
including the amount of time to be allocated by Consultant to any
specific service, shall be determined at the sole discretion of
Consultant.
4. DUTIES OF THE COMPANY.
The Company
shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall
be reasonably requested by Consultant, and shall advise Consultant
of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph. The
Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all
feder
