Exhibit 10.20

                              CONSULTING AGREEMENT

         This  Agreement  is made  effective  as of April 1, 2005 by and between
China Biopharmaceuticals  Holdings, Inc. ("Company") with its principal business
office  located in the People's  Republic of China,  and Robin Smith,  M.D., MBA
("Consultant") residing at 930 Fifth Ave., Apt. 8H, New York, NY. 10021.

         Consultant is knowledgeable  in the development of businesses  relating
to pharmaceuticals,  therapeutics and diagnostics, and is willing to provide the
Company,  based on this  background and on the terms and conditions set forth in
this Agreement.

         The  Company is in the  business  of  developing  and  distribution  of
pharmaceuticals  in China,  and desires to engage the  services  provided by the
Consultant.

         Therefore. the parties agree as follows:

CONSULTING SERVICES

1.  DESCRIPTION OF SERVICES.  Beginning on the effective date of this Agreement,
Consultant will provide  consulting and advisory  services in furtherance of the
Company's  development  of its business as directed by the  Company's CEO and or
his designee(s) which may included,  without limitation,  the services described
below  (collectively,  the "Services").  Consultant shall diligently perform all
Services  utilizing  her best efforts and the highest  ethical and  professional
standards, shall promote the Company and its business efforts within the medical
and business community, and shall provide complete monthly reports thereof as to
her progress and results and as reasonably requested by the Company.

         1) CONTACTS:  Chair the recently  created  Advisory Board and assist in
developing  building the Company's  business,  increase exposure and recognition
through  spokespeople  in related  industries  and to the medical and investment
community.  The Advisory  Board members which the  Consultant and members of the
Company and its professional  intermediaries will secure,  would be in clinical,
marketing  and business  disciplines.  The  advisors  would be  instrumental  in
building  internal  boards  and teams to  address  clinical  issues,  scientific
development.  reimbursement  and business  strategies  and gain  exposure in the
investment community;

         2) MEDIA EXPOSURE:  Increase public  awareness.  Consultant  would work
closely with the Company's selected IR/PR firm in the US to get the exposure the
company need;

         3) PUBLICATIONS: Assist in getting publications in the medical journals
and enhance the authorship and acceptance of publications;

         4) LICENSING  OPPORTUNITIES:  bring Company  licensing and  cooperation
opportunities  with US pharmaceutical  and Medical Companies in the US and other
parts  of  the  world  in  the  area  of  diagnostics,  pharmaceutical  and  new
therapeutics,  and helping the company to evaluate and advice on new technology,
drug and acquisition opportunities.

         5)  MERGERS  AND  AQUIS1TIONS:   Consultant  will  assist  in  finding,
reviewing and  evaluating  potential  merger and/or  acquisition  candidates and
supervising in the due diligence process as well as assisting in the sourcing of
any financing needed.



<PAGE>

         6) F1NANCING:  Continue to assist the Company's  Bankers in the interim
financing  process and the lead  investment  banks chosen by the company for the
secondary public offering.

2. COMPENSATION.  Upon signing, the Company will issue a fee of 60,000 shares of
unregistered stock per year to Consultant for the Services beginning on April 1,
2005 and ending March 31, 2006.  Company  agrees to register these shares on the
next  registration  statement  but no later than on its secondary  offering.  In
addition,  upon signing the Consultant shall be granted, a three year warrant to
purchase 35,000 shares of common stock of the Company at an exercise price equal
to $2.00 on the terms being offered in the current $2m convertible preferred.

3. EXPENSE REIMBURSEMENT. The Consultant shall be entitled to reimbursement from
the Company for all actual.  reasonable, and necessary "out-of-pocket" expenses,
in  accordance  with the  normal  policy  currently  in place for the  Company's
employees.  All expenses in excess of $300 require  pre-approval  by the Company
and submittal of acceptable substantiating documentation.  Expenses report shall
be submitted to the Company on a monthly basis and will be reimbursed  within 15
days of  receipt  of such  invoices  via wire to a  designated  US bank or check
addressed to the Consultant.

4.  TERM/TERMINATION.  This  Agreement  shall be  effective  for 12  months  and
renewable upon mutual consent.  If Consultant  shall die during the term of this
Agreement  or  become  physically  or  mentally  disabled,  whether  totally  or
partially,  such that the Consultant is unable to perform  substantially  all of
the Consultant's Services in the usual and customary fashion for an aggregate of
thirty  (30) days or more,  this  Agreement  shall  immediately  terminate.  The
Company shall have no financial  obligation to the  Consultant or his estate for
Services not  performed  and  Wellfleet  Partners will have the right to name an
alternate Advisory Board Member reasonably acceptable to the company.

5. RELATIONSHIP OF PARTIES.  It is understood by the parties that the Consultant
is an independent contractor with respect to the Company, and not an employee of
the Company.  The Company will not provide  fringe  benefits,  including  health
insurance  benefits,  paid  vacation,  or any other  employee  benefit.  for the
benefit of the  Consultant.  Consultant  is  required to disclose to Company any
outside  activities or beneficial or equity  interests in any competitors of the
Company, or in any entity that conflicts or may conflict with the best interests
of the Company.  The  Consultant  acknowledges  the  Consultant's  obligation to
obtain appropriate insurance coverage for the benefit of the Consultant (and the
Consultant's  employees,  if any). The Consultant  waives any rights to recovery
from the Company for any injuries that the Consultant  (and/or the  Consultant's
employees) may sustain while performing services under this Agreement.

         Consultant is not  authorized  to legally  obligate the Company or make
any representations, warranties or other promises on behalf of the Company or to
act as the Company's Consultant other than as specifically authorized in writing
by the Company's CEO.

6.  ASSIGNMENT.  Consultant's  obligations and the Services under this Agreement
may not be assigned or  transferred  to any other person,  firm, or  corporation
without the prior written  consent of Company,  which consent may be withheld in
the absolute discretion of the Company, it being understood that the Company has
engaged  Consultant  because of his special and unique  knowledge  and  business
experience.



<PAGE>

7. INTELLECTUAL PROPERTY. The following provisions shall apply with respect, but
not limited to copyrightable works, ideas, discoveries, inventions, applications
for patents, patents and trademarks (collectively', "Intellectual Property"):

         a. Consultant's  Intellectual  Property. For the benefit of the Company
only (and not for the benefit of any person not a party hereto),  the Consultant
disclaims  any rights or interests in any  Intellectual  Properly  other than as
described on the attached Exhibit C (the "Consultant's  Intellectual Property").
The Consultant's Intellectual Property is not subject to this Agreement.

         b.  Development  of  Intellectual  Property.  Any  improvements  to the
Company's  Intellectual Property currently developed or under development by the
Company,  and further inventions or improvements to any processes,  technologies
and inventions of any type, nature, description or purpose, the extent that same
relate to functional imaging as a medical, industrial, commercial, diagnostic or
investigational  tool,  whether  or not  patentable,  and any  new  Intellectual
Property  discovered or developed by the Consultant  (including the Consultant's
Personnel)  during  the  term of this  Agreement  shall be the  property  of the
Company. The Consultant and, if applicable,  the Consultant's Personnel,  shall,
upon request, and whether during or after the expiration of this Agreement, sign
all  documents  necessary  to perfect or  otherwise  evidence  the rights of the
Company in such Intellectual  Property,  including the filing and/or prosecution
of any applications for trademarks, copyrights or patents. By signing below, the
Consultant  hereby  assigns  all rights to  inventions  to the  Company and upon
request,  and whether during the term or after the expiration of this Agreement,
shall sign all documents to effect such assignment.

8.  CONFIDENTIALITY.  In view of the  fact  that the  Consultant's  work for the
Company will bring the Consultant into close contact with confidential  affairs,
information  and  plans for  future  developments  of the  Company  not  readily
available to the public,  as well as access to certain trade secrets  pertaining
to the business of the Company,  all of which the  Consultant  acknowledges  are
proprietary,  to and the  exclusive  property  of the  Company,  the  Consultant
agrees:

         a. to keep and retain in the strictest confidence, except that which is
available  in the  public  domain,  all  confidential  matters  of the  Company,
including, without limitation, inventions, products, prices, apparatus, business
affairs.  technical  information,  customer lists,  product design  information,
trademarks,   copyrights,   and  other  proprietary  information  (collectively,
"Information") which are valuable, special and unique assets of Company and need
to be protected from improper disclosure. In consideration for the disclosure of
the Information,  the Consultant agrees that the Consultant will not at any time
or in any manner,  either  directly or indirectly,  use any  Information for the
Consultants own benefit, or divulge,  disclose, or communicate in any manner any
Information to any third party without the prior written consent of the Company.
The  Consultant   will  protect  the   Information  and  treat  it  as  strictly
confidential.

         b.  to  deliver   promptly  to  the  Company  on   termination  of  the
Consultant's  engagement,  or at  any  time  the  Company  may so  request,  all
memoranda,  notes, records,  reports,  manuals,  drawings,  blueprints and other
documents and all copies thereof,  including computer programs, discs, software,
etc.,  relating to the  Company's  business,  operations,  financial  condition,
Intellectual  Property and all other tangible and intangible property associated
therewith  which the  Consultant  may  possess  or have  under the  Consultant's
control.

9.  UNAUTHORIZED  DISCLOSURE OF  INFORMATION.  If it appears that Consultant has
disclosed  (or has  threatened  to  disclose)  Information  in violation of this
Agreement,  the  Company  shall be  entitled to an  injunction  to restrain  the


<PAGE>

Consultant  from  disclosing,  in whole or in part,  such  Information,  or from
providing any services to any party to whom such  Information has been disclosed
or may be disclosed.  The Company shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.

10.  CONFIDENTIALITY AND NONSOLICITATION AFTER TERMINATION.  The confidentiality
provisions of this Agreement shall remain in full force and effect for three (3)
years following the termination of this Agreement.  Consultant agrees so long as
Company is in compliance with its  obligations  under this Agreement that during
the Term and for one (1) year after the  termination,  he will not,  directly or
indirectly,  without the prior written consent of the Company, induce or solicit
any person employed or hereafter  employed by the Company to leave the employ of
the Company or solicit, recruit, hire or attempt to solicit, recruit or hire any
person employed by the Company. Further,  Consultant agrees that for a period of
one (1) year after the termination of this Agreement,  he will not,  directly or
indirectly,  without the prior written  consent of the Company,  solicit for any
business  similar to that of the Company,  divert away, take away, or attempt to
take away any customer of the Company who was a customer or a potential customer
at the time of termination or expiration of this Agreement.  Further, Consultant
and  Company  agree that  neither  will  disparage,  defame,  slander,  libel or
otherwise speak negatively of the other or of any affiliate,  officer,  director
or employee of the other.

11. RETURN OF RECORDS.  Upon  termination of this  Agreement,  Consultant  shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in the  Consultants  possession or under the  Consultant's  control and
that are the Company's property or relate to the Company's business.

12. NOTICES.  All notices required or permitted under this Agreement shall be in
writing and shall be deemed  delivered  when delivered in person or deposited in
the United  States  mail,  postage  prepaid,  addressed as written  above.  Such
address may be changed from time to time by either  party by  providing  written
notice to the other in the manner set forth above.

13. INJUNCTIVE RELIEF. Consultant acknowledges and agrees that the covenants and
obligations  contained in this  Sections 8 through 12 relate to special,  unique
and  extraordinary  matters  and that a  violation  of any of the  terms of this
Sections 8 through may cause the Company  irreparable  injury for which adequate
remedies at law are not available. Therefore, Consultant agrees that the Company
shall  he  entitled  (without  having  to post a bond  or  other  surety)  to an
injunction,  restraining  order,  or other  equitable  relief  from any court of
competent jurisdiction, restraining the Consultant from committing any violation
of the  covenants  and  obligations  set forth in  Sections  8 through  12.  The
Company's rights and remedies under Sections 8 through 12 are cumulative and are
in addition to any other rights and  remedies  the Company may have  pursuant to
the specific provisions of this Agreement and at law or in equity.

14. INDEMNIFICATION

         a. Consultant  shall  indemnify and hold the Company  harmless from and
against any and all liabilities, damages, claims, costs and expenses, including,
without  limitation,  reasonable fees and  disbursements of counsel,  arising in
connection  with,  or incident  to any breach or  violation  of any  covenant or
agreement  contained in this  Agreement  or otherwise  arising out of any of the
transactions contemplated by this Agreement and with any claims,  liabilities or
damages resulting from claims against the Company.



<PAGE>

         b. The Company shall  indemnify and hold the  Consultant  harmless from
and  against  any and all  liabilities,  damages,  claims,  costs and  expenses,
including,  without  limitation,  reasonable fees and  disbursements of counsel,
arising in  connection  with,  or  incident  to any breach or  violation  of any
covenant or agreement  contained in this  Agreement or otherwise  arising out of
any of the transactions contemplated by this Agreement.

15.  AMENDMENT.  This  Agreement  may be modified or amended if the amendment is
made in writing and is signed by both parties.

16. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason,  the remaining  provisions shall continue to be
valid and enforceable.  If a court finds that any provision of this Agreement is
invalid or  unenforceable,  but that by limiting such  provision it would become
valid and  enforceable,  then  such  provision  shall be  deemed to be  written.
construed, and enforced as so limited.

17.  WAIVER OF  CONTRACTUAL  RIGHT.  The failure of either  party to enforce any
provision of this Agreement  shall not be construed as a waiver or limitation of
that party's right to  subsequently  enforce and compel strict  compliance  with
every provision of this Agreement.

18. APPLICABLE LAW AND DISPUTE RESOLUTION.

18.1     Applicable Law

         The execution,  validity, construing and performance of this Agreement,
and resolution of the disputes under this Agreement, shall be in accordance with
the laws of the State of New York, the United States of America..

18.2     Dispute Resolution

         The Parties shall make good faith effort to settle any dispute  arising
from the  interpretation  or  performance  of this  Agreement  through  friendly
negotiation.  In case no settlement can be reached,  each Party shall submit the
dispute to an  arbitration  panel  ("Panel")  under the auspices of the American
Arbitration  Association  ("AAA") at a venue located in New York City. The Panel
shall  consist of one or three to be  selected  by the mutual  agreement  of the
Parties.  If the  Parties can not agree on the  arbitrator,  each may select one
arbitrator and the two designated arbitrators shall select the third arbitrator.
If the  third  arbitrator  can not be  agreed  upon,  the  American  Arbitration
Association in New York shall select the third  arbitrator.  A majority decision
by the three arbitrators shall be final and binding upon and enforceable against
the Parties. Such arbitration shall follow the rules of the AAA.

18.3     Enforceability

         Arbitration  shall be the only remedy for the  Parties in any  dispute.
There Parties hereby waive any right to litigate any dispute,  including but not
limited to the exclusivity of this arbitration provision contained in Section 12
in  any  court.   The  Parties   hereby  submit   themselves  to  the  exclusive
jurisdiction.

19. CONSULTANT'S PERSONNEL.  The Consultant warrants,  represents and undertakes
that  his  employees,  assistants  and sub  consultants  (all  of  such  persons
hereinafter  referred  to as  "Consultant's  Personnel"),  if any,  who  perform
services on his behalf hereunder shall be bound by a written Agreement which (i)
prohibits them from engaging in any activities in which the Consultant  would be
prohibited  by  the  terms  hereof,  including  without  limitation  the  use or


<PAGE>

disclosure of Intellectual  Property or other information  covered by Sections 8
through 12, and (ii)  requires the  Consultant's  Personnel to otherwise  comply
with the provisions of Sections 8 through 12 on the substantially the same basis
as the Consultant.  At the request of the Company,  the Consultant shall provide
adequate  evidence  with  respect  to  such  Agreements.  For  purposes  hereof,
"Consultant's  Personnel"  include  persons  who  assist  with or work  with the
Consultant,  whether or not such persons are (1) employed by the Consultant, (2)
independent  contractors  retained by the Consultant,  or (3) otherwise  assist,
work with or render  services  to or on  behalf of the  Consultant  on any other
basis.

20. ENTIRE AGREEMENT. This Agreement together contains the entire understandings
and agreements of the parties,  and there are no other promises or conditions or
understandings in any other agreement,  whether oral or written.  This Agreement
supersedes any prior written or oral  understandings  or agreements  between the
parties.

         In Witness Whereof;  the parties have executed this Agreement as of the
date first above written.

China Biopharmaceuticals Holdings, Inc.

By: /Chris Mao/
   ------------------------------------
     Chris Mao, CEO



By: / Robin Smith/
   ------------------------------------
     Robin Smith, D. MBA


CC Steve Globus and other Members of the Board