EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into this 2 ^nd day of February, 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 Li Wei, an individual, whose address is 6 Hao Lou, #1805, Dao Xiang Yuan, Hai Dian Qu, Beijing, 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

1.01.         Specified Term.   Company employs Executive, and Executive accepts employment with Company, for a period of 3 years beginning on January 1, 2009, and ending on December 31, 2011.

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 Sections 8.01 and 8.02, at the end of the Term or otherwise, the provisions of Sections 2.04(b) and 2.07 shall remain in full force and effect and the provisions of Section 2.07shall be binding upon the legal representatives, successors and assigns of the Executive.

1.04.         “Employment Term” Defined.   “Employment term” refers to the entire period of employment of Executive by Company, whether for the periods provided above, or whether terminated earlier as hereinafter provided or extended by mutual Agreement between Company and Executive.

2.01.         General Duties.   Executive shall serve as the President, Chief Executive Officer (CEO) and Interim Chief Financial Officer (CFO) of Kiwa Bio-Tech Products Group, Corp. (“Kiwa Bio-Tech”).  In his capacity as President, CEO and CFO of Kiwa Bio-Tech, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees and officers of Company, subject at all times to the policies set by Company’s Board of Directors, and to the consent of the Board when required by the terms of this Agreement.

2.02.         Matters Requiring Consent of Board of Directors.   Executive shall not, without specific approval of Company's Board of Directors, do or contract to do any of the following:

(a)       Borrow on behalf of Company in each transaction an amount in excess of $500,000;

(b)       Permit any customer of Company to become indebted to Company in an amount in excess of $500,000;

(c)       Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors;

(d)       Sell any single capital asset of Company having a market value in excess of $300,000 or a total of capital assets during a fiscal year having a market value in excess of $1,00,000; and

(e)       Commit Company to the expenditure of more than $200,000 in the development and sale of new products or services.

2.03.         Devotion 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)       Executive shall not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Company's Board of Directors. 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 and shall not require the prior written consent of Company's Board of Directors.

(c)       This Agreement shall not 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.         Competitive Activities.

(a)       During the term of this Agreement Executive shall not, directly or indirectly, either as an Executive, Company, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Company.

(b)       Executive agrees that during the term of this Agreement and for a period of one year after termination of this Agreement, Executive shall not directly or indirectly solicit, hire, recruit, or encourage any other Executive of Company to leave Company.

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.         Trade Secrets.

(a)        The parties acknowledge and agree that during the term of this Agreement and in the course of the discharge of his duties hereunder, Executive shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by Company, actually or potentially used in the operation of Company's business, or obtained from third parties under an Agreement of confidentiality, and that such information constitutes Company's ''trade secrets.''

(b)        Executive specifically agrees that he shall not misuse, misappropriate, or disclose in writing, orally or by electronic means, any trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of his employment.

(c)       Executive acknowledges and agrees that the sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Company's trade secrets obtained by Executive during the course of his employment under this Agreement, including information concerning Company's actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Executive promises and agrees not to engage in any unfair competition with Company, either during the term of this Agreement or at any other time thereafter.

(d)        Executive further agrees that all files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or on line relating to Company's business, whether prepared by Executive or others, are and shall remain exclusively the property of Company and that they shall be removed from the premises or, if kept on-line, from the computer systems of Company only with the express prior written consent of Company's Board of Directors.

2.08.         Services as Consultant.   Following the employment term or Executive's retirement, and if the employment term has not been terminated for cause, Executive shall make his advice and counsel available to Company for such a period as the parties may mutually agree to.  The parties agree that this advice and counsel shall not entail full time service and shall be consistent with Executive's retirement status.

2.09.         Use of Executive’s Name.

(a)        Company shall have the right to use the name of Executive as part of the trade name or trademark of Company if it should be deemed advisable to do so.  Any trade name or trademark, of which the name of Executive is a part, that is adopted by Company during the employment of Executive may be used thereafter by Company for as long as Company deems advisable.

(b)       Executive shall not, either during the term of this Agreement or at any time thereafter, use or permit the use of his name in the trade name or trademark of any other enterprise if that other enterprise is engaged in a business similar in any respect to that conducted by Company, unless that trade name or trademark clearly indicates that the other enterprise is a separate entity entirely distinct from and not to be confused with Company and unless that trade name or trademark excludes any words or symbols stating or suggesting prior or current affiliation or connection by that other enterprise or its Executives with 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.         Office and Staff.   Company shall provide Executive with office space, office equipments, and administrative support suitable to Executive's position and adequate for the performance of his duties.