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                                                                     Exhibit 4.2

                              CONSULTING AGREEMENT

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

                                    RECITALS

WHEREAS, the Company wishes to engage the Consultant with respect to marketing
and sales channeling of Company's products including health supplements,
medicines, health beverages and other related business in Hong Kong;

WHEREAS, the Consultant is willing to provide her 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 marketing and sales
     channeling of the 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. Marketing:
     a)   Evaluate the marketing strategies of the Hong Kong regional office and
          other subsidiaries of the Company
     b)   Design the new marketing strategies for the Hong Kong regional office
          and other subsidiaries of the Company
     c)   Implement new market strategies for the Hong Kong regional office and
          other subsidiaries of the Company.

2. Sales channeling:
     a)   Evaluate the existing sales channels of the Hong Kong regional office
          and other subsidiaries of the Company
     b)   Identify suitable sales channels for the Hong Kong regional office and
          other subsidiaries of the Company


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     c)   Implement channeling strategies and overview the operations and
          logistics involved in such implementation for the 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 153,000 shares of the
     Company's Common stock (the "Shares") up front 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.

(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.

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(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.

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 she is a qualified expert in her field in terms
of providing Consulting Services to the Company and her 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.

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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.

      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.

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(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" is 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.

(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


KOU YUMIN


/S/ Kou Yumin
--------------------------


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EXHIBIT

                        Time Table of Consulting Services
                                  By Kou Yumin


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

Jun to Dec 2004                    Evaluate the marketing strategies of the Hong
                                   Kong regional office and other subsidiaries
                                   of the Company

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

Jan to Mar 2005                    Design the new marketing strategies for the
                                   Hong Kong regional office and other
                                   subsidiaries of the Company

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

Apr to Dec 2005                    Implement new market strategies for the Hong
                                   Kong regional office and other subsidiaries
                                   of the Company

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

Jan to Dec 2006                    Evaluate the existing sales channels of the
                                   Hong Kong regional office and other
                                   subsidiaries of the Company

                                   Identify suitable sales channels for the
                                   Hong Kong regional office and other
                                   subsidiaries of the Company

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

Jan to Jun 2007                    Implement channeling strategies and overview
                                   the operations and logistics involved in such
                                   implementation for the Hong Kong regional
                                   office and other subsidiaries of the Company

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


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