KIWA BIO-TECH PRODUCTS GROUP CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v043095_ex10-2.txt
<TEXT>

                         Acquisition Framework Agreement

                   [English translation of Mandarin original]

This  Acquisition  Framework  Agreement  was signed in  Beijing on May 10,  2006
between the following parties:

Party A: Beijing Huasheng Pharmaceutical Co., Ltd., which is a limited liability
company established in accordance with Chinese law.

Legal address: Daxiangyi Village, Huoxian Town, Tongzhou District, Beijing City
Tel: (010) 80586188
Fax: (010) 80589999

Party B: Kiwa  Bio-Tech  Products  Group  Corporation,  which is public  company
listed in American  NASDAQ  stock  market and  established  in  accordance  with
American law.

Legal address: 415West Foothill Blvd, Suite206 Claremont, California, U.S.A
Tel: 001-909-626-2358,  (8610)85286177/83
Fax: (8610)85286176

The Acquisition Framework Agreement is for the purpose of:

        1.  As a production and sales enterprise of veterinary drug, approved by
            board of  directors  and general  meeting of  stockholders,  Party A
            wishes to  increase  its  equity  capital  and  extend its shares by
            attracting  Party B's fund,  so as to further  develop its  business
            scope,  expand  market  as  well as  develop  new  technologies  and
            products.

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       2.  As a public company  listed abroad,  Party B specializes in investing
           in  Chinese  agricultural  industry  and has sound  fund-raising  and
           financing channel.  Moreover,  Party B's condition coincides with its
           desired  investment  circle and direction.  Party B wishes to put its
           investment  into Party A and  transforms  Party A into a new-type and
           advanced company with high competitiveness.

       Through  mutual  consultation,  the both  parties  reached the  following
intents and framework principles:

       1.Party A agrees to Party B's investment and acquisition of stock-holding
rights.  Through  evaluation  and  confirmed by Party B, the assets owned by the
original  shareholders of Party A will be deemed as their  investment in the new
joint venture. Both parties agreed that their respective commercial  reputation,
products,  licenses  as well as  other  invisible  assets,  will  be  deemed  as
investment in the new company after value evaluation.

       2.In view of respective  resources  advantage and current situation,  the
both parties will adopt the following cooperation mode: Party B will invest with
cash and technology of AF-01 anti-virus blocker (technological value agreed upon
by both parties). The shares of Party B will be no less than 60%. Party A agrees
to invest its whole assets and business into newly-founded  joint venture.  Both
parties shall not engage in business which may pose  competition  with the joint
venture.


                                       2
<PAGE>

       3.  Both  parties  agree  to  formulate  complete  company   regulations,
management  system and etc after  establishment  of the joint  venture.  The new
company will bring the role of Party A's existing management team into full play
and support  them in  continuously  producing  Party A's  existing  products and
integrating  the  existing  sales  network.  Meanwhile,  the joint  venture will
produce AF-01 anti-virus blocker.

       4.The joint  venture's  board of directors is the supreme  power organ of
the new  company.  It's  made up of  three  persons,  among  which  one  will be
designated from Party A's existing shareholders and two designated from party B.
The general  manager will be designated  by Party A. And board  chairman and CFO
will be designated by Party B.

       5. Both parties  agreed that Party A shall provide Party B with materials
regarding  its  industrial  &  commercial  and  financial  conditions,   company
development  program,  business management  specifications,  as well as relevant
resolutions  made by board of directors  and general  meetings of  shareholders,
within short period after  signature of this  Acquisition  Framework  Agreement.
Party B is obligated to keep secrets on materials supplied by Party A.

       6.Party B shall designate  relevant  personnel to carry out due diligence
investigation on Party A, and assist party A in perfecting  company  development
program and etc.


                                       3
<PAGE>

       7. After fulfillment of evaluation and  investigation,  both parties will
begin discussion and drafting of documents regarding the joint venture,  and try
to found the joint venture before June, 2006.

Party A: Beijing Huasheng Pharmaceutical Co., Ltd.
Authorized representative:


Date:


Party B: Kiwa Bio-Tech Products Group Corporation
Authorized representative:


Date:


                                       4

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</DOCUMENT>
