STANDBY EQUITY DISTRIBUTION AGREEMENT
THIS AGREEMENT dated as of the 6th day of July 2004 (the "AGREEMENT") between CORNELL
CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and KIWA BIO-TECH
PRODUCTS GROUP CORPORATION, a corporation organized and existing under the laws of the State of
Utah in the process of reincorporating in Delaware (the "COMPANY").
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the
Company up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock, par value $0.001 per
share (the "COMMON STOCK"); and
WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("REGULATION
D") of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "SECURITIES
ACT"), and or upon such other exemption from the registration requirements of the Securities Act as may be
available with respect to any or all of the investments to be made hereunder.
WHEREAS, the Company has engaged Newbridge Securities Corporation (the "PLACEMENT AGENT"), to
act as the Company's exclusive placement agent in connection with the sale of the Company's Common Stock to
the Investor hereunder pursuant to the Placement Agent Agreement dated the date hereof by and among the
Company, the Placement Agent and the Investor (the "PLACEMENT AGENT AGREEMENT").
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.1. "ADVANCE" shall mean the portion of the Commitment Amount requested by the Company in the
Section 1.2. "ADVANCE DATE" shall mean the date Butler Gonzalez LLP Escrow Account is in receipt of the
funds from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of free trading
shares from the Company and therefore an Advance by the Investor