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                                                                     Exhibit 4.1

                              CONSULTING AGREEMENT

This consulting agreement (this "Agreement") is made June 28, 2004 by and
between American Oriental Bioengineering Inc. (the "Company"), and Mr. Bai Chao
(the "Consultant").

                                    RECITALS

WHEREAS, the Company wishes to engage the Consultant with respect to research in
the new drugs and medicines for Hong Kong markets;

WHEREAS, the Consultant is willing to provide his services to the Company
provided for in the Agreement as set forth below;

                                    AGREEMENT

NOW THEREFORE, in consideration of the premises and the respective covenants and
agreements of the parties herein contained, the parties hereto agree as follows:

1. TERM

The term of this Agreement shall commence on the date hereof and end on June 28,
2007.

2. CONSULTING SERVICES

(a)      Consulting Services. Assist the Company to evaluate the technical
         aspects of Hong Kong regional office and other subsidiaries of the
         Company. ("Consulting Services"). The Consulting Services will be
         performed with specific regard to the following:
         1.       Gather of data and information on the technical aspects and
                  the bio technologies of the Hong Kong regional office and
                  other subsidiaries of the Company
         2.       Design and plan the work flow of the Hong Kong regional office
                  and other subsidiaries of the Company
         3.       Implement the new operation procedures of the logistic work
                  flow for Hong Kong regional office and other subsidiaries of
                  the Company.

(b)      Compensation. In consideration of the consulting services set forth in
         paragraph 2 (a), and subject to the terms and conditions set forth
         herein the Company hereby agrees to issue to Consultant 120,000 shares
         of the Company's Common stock (the "Shares") upfront and register such
         shares at the time of initial issuance, or immediately thereafter, on
         Form S-8 under the Securities Exchange Act of 1934, as amended
         ("Exchange Act"). The same number of shares is to be returned to the
         Company if the services provided in Clause 2 do not satisfy the
         Company's requirements as further elaborated in Exhibit.

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(c)      Issuance. Issuance and delivery of the Shares shall be immediately
         after the full reporting date of the Company, at which time, the
         Company shall deliver to the Consultant: (i) the certificate or
         certificates evidencing the Shares to be issued to the Consultant and
         the respective dates, registered in the name of the Consultant; and
         (ii) evidence that the Shares have been registered on Form S-8 to be
         filed upon issuance of the Shares to the Consultant, registering for
         resale thereof.

3. CONFIDENTIAL INFORMATION

In connection with the providing of Consulting Services, hereunder, the
Consultant may come into contact with information concerning the Company which
the Company deems confidential (the Confidential Information"). The Consultant
understands and agrees that any Confidential Information disclosed pursuant to
this Agreement is secret, proprietary and of great value to the Company, which
value may be impaired if the secrecy of such information is not maintained. The
Consultant further agrees that he will take necessary security measures to
preserve and protect the secrecy of such Confidential Information, and to hold
such Confidential Information in strict confidence and not to disclose such
Confidential Information, either directly or indirectly to any person or entity
during the term of this agreement or any time following the expiration or
termination hereof; provided, however, that the Consultant may disclose the
Confidential Information to an assistant to whom disclosure is necessary for the
providing of Consulting Services under this Agreement provided that such
assistant enters into similar agreement to protect the Confidential Information.

4. REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Consultant that as of the date
hereof:

(a)      Authorization and Validity of Shares. The Shares have been duly
         authorized and are validly issued and outstanding, fully paid and
         non-assessable and free of any preemptive rights. The Shares are not
         subject to any lien, pledge, security interest or other encumbrance.

(b)      Authorization of Agreement. The Company has taken all actions and has
         obtained all consents or approvals necessary to authorize it to enter
         into this Agreement.

(c)      Registration. The Shares have been, or will be upon the filing of an
         S-8 Registration Statement, registered pursuant to the Securities Act.


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5. INDEMNIFICATION

(a)      The Company shall indemnify the Consultant from and against any and all
         expenses (including reasonable attorneys' fees), judgments, fines,
         claims, cause of action, liabilities and other amounts paid (whether in
         settlement or otherwise actually and reasonably incurred) by the
         Consultant in connection with such action, suit or proceeding if (i)
         the Consultant was made a party to any action, suit or proceeding by
         reason of the fact that the Consultant rendered advice or services to
         the Company pursuant to this Agreement, and (ii) the Consultant acted
         in good faith and in a manner reasonably believed by the Consultant to
         be in or not opposed to the interests of the Company, and with respect
         to any criminal action or proceeding, had no reasonable cause or
         believe his conduct was unlawful.

(b)      The Consultant shall indemnify the Company from and against any and all
         expenses (including attorney's fees), judgments, fines, claims, causes
         of action, liabilities and other amounts paid (whether in settlement or
         otherwise actually and reasonably incurred) by the Company in
         connection with such action, suit or proceeding if (i) the Company was
         made a party to any action, suit or proceeding by reason of the fact
         that the Consultant rendered advice or services to the Company pursuant
         to this Agreement, and (ii) the Consultant did not act in good faith
         and in a manner reasonably believed by the Consultant to be in or not
         opposed to the interests of the Company, and with respect to any
         criminal action or proceeding, did not reasonably believe his conduct
         was lawful.

6. REPRESENTATION OF THE CONSULTANT

The Consultant represents that he is a qualified expert in his field in terms of
providing Consulting Services to the Company and his provision of the Consulting
Services is legal.

7. INDEPENDENT CONTRACTOR STATUS

It is expressly understood and agreed that this is a consulting agreement only
and does not constitute an employer-employee relationship. The parties further
acknowledge that the Company's services hereunder are not exclusive, but that
the Consultant shall be performing services and undertaking other
responsibilities, for and with other entities or persons, which may directly or
indirectly compete with the Company.

8. NOTICE

All notices provided by this Agreement shall be in writing and shall be given by
facsimile transmission, overnight courier, by registered mail or by personal
delivery, by one party to the other, addressed to such other party at the
applicable address set forth below, or to such other address as may be given for
such purpose by such other party by notice duly given hereunder. Notice shall be
deemed properly given on the date of the delivery.


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      To Consultant:           Unit E, 26/Floor
                               CNT Tower, 338 Hennessy Road
                               Wanchai, Hong Kong

      To the Company:          Unit E, 26/Floor
                               CNT Tower, 338 Hennessy Road
                               Wanchai, Hong Kong


9. MISCELLANEOUS

(a)      Waiver. Any term or provision of this Agreement may be waived at any
         time by the party entitled to the benefit thereof by a written
         instrument duly executed by such party.

(b)      Entire Agreement. This Agreement contains the entire understanding
         between the parties hereto with respect to the transactions
         contemplated hereby, and may not be amended, modified, or altered
         except by an instrument in writing signed by the party against whom
         such amendment, modification, or alteration is sought to be enforced.
         This Agreement supercedes and replaces all other agreements between the
         parties with respect to any services to be performed by the Consultant
         of behalf of the Company.

(c)      Governing Law. This Agreement shall be construed and interpreted in
         accordance with the laws of the State of New York, the United States of
         America, without regard to its conflict of laws rules and principles.

(d)      Each party hereby agrees to solve any dispute through friendly
         discussions and arbitration in New York City pursuant to the rules of
         the American Arbitration Association with one arbitrator jointly
         selected by the parties. Arbitration shall be the exclusive and final
         remedy, the award of which shall be final and enforceable against the
         parties.

(e)      Binding Effect. This Agreement shall bind and inure to the benefit of
         the parties hereto and their respective heirs, executors,
         administrators, successors and assigns.

(f)      Construction. The captions and headings contained herein are inserted
         for convenient reference only, are not a part hereof and the same shall
         not limit or construe the provisions to which they apply. Reference in
         this agreement to "paragraphs" are to the paragraphs in this Agreement,
         unless otherwise noted.

(g)      Expenses. Each party shall pay and be responsible for the cost and
         expanses, including, without limitations, attorneys' fees, incurred by
         such party in connection with negotiation, preparation and execution of
         this Agreement and the transactions contemplated hereby.

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(h)      Assignment. No party hereto may assign any of its rights or delegate
         any of its obligations under this Agreement without the express written
         consent of the other party hereto.

(i)      Counterparts. This Agreement may be executed simultaneously in two
         counterparts, each of which shall be deemed an original, but both of
         which together shall constitute one and the same agreement, binding
         upon both parties hereto, not withstanding that both parties are not
         signatories to the original or the same counterpart.


IN WITNESS WHEREOF, the parties have caused this CONSULTING AGREEMENT to be duly
executed as of the day and year first above written


AMERICAN ORIENTAL BIOENGINEERING INC.




By:   /S/ Shujun Liu
      --------------------
      Shujun Liu
      Chairman and CEO



BAI CHAO


/S/ Bai Chao
--------------------------



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EXHIBIT

                        Time Table of Consulting Services
                                   By Bai Chao


---------------------------------- ---------------------------------------------
Period                             Services to be performed
---------------------------------- ---------------------------------------------

June 2004 to Dec 2004              Gather of data and information on the
                                   technical aspects and the bio technologies of
                                   the Hong Kong regional office and other
                                   subsidiaries of
                                   the Company

---------------------------------- ---------------------------------------------

Jan to Dec 2005                    Design and plan the work flow of the Hong
                                   Kong regional office and other subsidiaries
                                   of the Company

---------------------------------- ---------------------------------------------

Jan 2006 to Jun 2007               Implement the new operation procedures of the
                                   logistic work flow for Hong Kong regional
                                   office and other subsidiaries of the Company.

---------------------------------- ---------------------------------------------




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