<PAGE>
                                                                    EXHIBIT 10.1

                      STOCK AND WARRANT PURCHASE AGREEMENT

     THIS STOCK AND WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made as of
the date of the signature of the Company set forth on the signature pages
hereof, by and among AMERICAN ORIENTAL BIOENGINEERING, INC., a Nevada
corporation, with its principal offices at No. 308 Xuefu Road, Nangang District,
Harbin, China 150086 (including its Subsidiaries as defined below, the
"COMPANY"), and each person identified as an Investor on the signature pages
hereto (collectively, the "INVESTORS").

     WHEREAS, the Company desires to sell on a "best efforts-no minimum" basis,
units (the "UNITS"), each Unit consisting of (i) one (1) share (each a "SHARE,"
collectively, the "SHARES") of the Company's common stock, par value $0.001 per
share (the "COMMON STOCK"), and (ii) three-tenths of one warrant to acquire one
share of the Common Stock, subject to adjustment, at an exercise price of $6.50
per share (each, a "WARRANT," and collectively, the "WARRANTS"), in a private
placement (the "OFFERING") to be conducted by the Company, the terms of which
are set forth in an Offering Memorandum dated November 22, 2005, including all
exhibits and attachments thereto or incorporated by reference therein (the
"MEMORANDUM");

     WHEREAS, the Company is offering the Units pursuant to Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), to "accredited investors" only, as such term is defined in
Rule 501(a) of said Regulation D; and

     WHEREAS, all capitalized terms used herein and not otherwise defined herein
shall have the same meanings as in the Memorandum.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

                                   SECTION 1
                           PURCHASE AND SALE OF UNITS

         1.1 AGREEMENT TO PURCHASE AND SELL. Upon the terms and subject to the
conditions set forth in this Agreement and in the Memorandum, each Investor,
severally and not jointly, agrees to purchase at the Closing (as defined below),
and the Company agrees to issue and sell to such Investor at the Closing, for
the purchase price set forth opposite such Investor's name on such Investor's
signature page that number of Units set forth opposite such Investor's name on
such Investor's signature page at a purchase price of $4.80 per Unit. Each
Investor hereby:

              (a) tenders an executed copy of its signature page to this
     Agreement;

              (b) tenders an executed copy of the Investor Qualification
     Questionnaire attached hereto as EXHIBIT A (the "QUESTIONNAIRE") and an
     executed copy of the Registration Rights Agreement (as defined below); and


<PAGE>

              (c) tenders the purchase price set forth opposite such Investor's
     name as set forth on such Investor's signature page to Signature Bank (the
     "ESCROW AGENT") by (i) check made payable to "Signature Bank as Escrow
     Agent for American Oriental Bioengineering, Inc." or (ii) wire transfer of
     immediately available funds to the Escrow Account (as defined below)
     designated on the signature pages hereto (the "Proceeds"). The Offering is
     on a "best efforts - no minimum" basis". The Company and the Investors
     agree that the Proceeds will be deposited in an escrow account (the "ESCROW
     ACCOUNT") maintained by the Escrow Agent, pending a determination to close
     on such Proceeds (except as otherwise provided in Section 1.2) or a
     termination of the Offering pursuant to Section 5 hereof. There is no
     minimum number of Units that must be sold in order to conduct the Closing.

         1.2 CLOSING; ESCROW OF EXCESS PROCEEDS. The closing of the purchase and
sale of the Units pursuant to Section 1.1 (the "CLOSING") will take place on the
earlier of (A) such date as the Company may determine in its discretion in
consultation with CRT Capital Group LLC and Westminster Securities Corp. (the
"PLACEMENT AGENTS"), and (B) December 15, 2005 for any amount of Proceeds at the
offices of DLA Piper Rudnick Gray Cary US LLP, 1251 Avenue of the Americas, New
York New York 10020, or at such other place or time as may be mutually agreed
upon by the Company and the Placement Agents (the "CLOSING DATE"). Upon the
Closing Date, subject to the fulfillment of the conditions set forth in Section
3 hereof, the Company shall issue and deliver to such Investor (i) a stock
certificate or certificates representing that number of Shares set forth
opposite such Investor's name as set forth on such Investor's signature page, in
such denominations and registered in such names as such Investor may request and
(ii) Warrants to purchase that number of shares of Common Stock set forth
opposite such Investor's name as set forth on such Investor's signature page
registered in such names as such Investor may request. Notwithstanding the
foregoing, in the event that all Investors participating in the Offering tender,
in the aggregate, signature pages, Questionnaires and Proceeds for more than
6,973,400 Units (the "MAXIMUM INITIAL CLOSING UNITS"), then the gross Proceeds
of the Offering in excess of $33,472,320 ("EXCESS PROCEEDS") shall remain in
escrow until such time as the Company has obtained the Requisite Shareholder
Approval (as defined below) and the Charter Amendment (as defined below) has
been filed with the Secretary of State of the State of Nevada, whereupon the
Excess Proceeds shall be released to the Company in exchange for delivery to
Investors of the Shares and Warrants issuable in respect of the Units
represented by the Excess Proceeds. The Investor understands and agrees that in
the event there are Excess Proceeds, then the portion of the Proceeds tendered
by each Investor that will remain in escrow as described in the preceding
sentence shall be determined by multiplying (A) the total Proceeds so tendered
by such Investor by (B) a fraction, the numerator of which shall be the number
of Maximum Initial Closing Units multiplied by 1.391 and the denominator of
which shall be the total number of Shares, Warrant Shares (as defined below) and
shares of Common Stock underlying the warrants to be issued to the Placement
Agents as described in Section 2.1(u) which would have been issued to all
Investors and the Placement Agents in the Offering had there been no escrow for
Excess Proceeds. If by the sixtieth (60th) day following the Closing Date, the
Requisite Shareholder Approval has not been obtained or the Charter Amendment
has not been filed with the Secretary of State of the State of Nevada, then the
Company shall return the Excess Proceeds to the Investors.

         1.3 INDEPENDENT NATURE OF INVESTORS' OBLIGATIONS AND RIGHTS. The
obligations of each Investor under any Transaction Document (as defined below)
are several and not joint with the obligations of any other Investor, and no
Investor shall be responsible in any way for the performance of the obligations
of any other Investor under any Transaction Document. The decision of each
Investor to purchase Securities pursuant to this Agreement has been made by such
Investor independently of any other Investor and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or of any Subsidiary which
may have been made or given by any other Investor or by any agent or employee of
any other Investor, and no Investor or any of its agents or employees shall have
any liability to any other Investor (or any other person) relating to or arising
from any such information, materials, statements or opinions. Nothing contained
herein or in any Transaction Document, and no action taken by any Investor
pursuant thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Document. Each Investor acknowledges that no other Investor has


                                      -2-
<PAGE>

acted as agent for such Investor in connection with making its investment
hereunder and that no other Investor will be acting as agent of such Investor in
connection with monitoring its investment hereunder. Each Investor shall be
entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Investor to
be joined as an additional party in any proceeding for such purpose.

                                    SECTION 2
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

              2.1 INVESTOR REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Investor hereby acknowledges, represents, warrants or covenants, as the case may
be, to the Company as follows:

              (a) The Investor is and on each date on which it exercise Warrants
     will be, an "accredited investor" as such term is defined in Rule 501 of
     Regulation D promulgated under the Securities Act, as indicated by his
     response set forth in the Investor Questionnaire attached hereto, and that
     he is able to bear economic risk of an investment in the Units.

              (b) The Investor has prior investment experience, including
     investment in non-listed and non-registered securities, or he has employed
     the services of an investment advisor, attorney or accountant to read all
     of the documents furnished or made available by the Company both to him and
     to all other prospective investors in the Units, including the documents
     filed with the Securities and Exchange Commission ("SEC") pursuant to the
     Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and to
     evaluate the merits and risks of such an investment on his behalf, and that
     he recognizes the highly speculative nature of this investment.

              (c) The Investor acknowledges receipt and careful review of the
     Memorandum, including, but not limited to, the attachments and exhibits
     thereto, and each report, schedule, effective registration statement and
     definitive proxy statement filed by the Company with the SEC since December
     31, 2003 (the "SEC Documents") pursuant to the Securities Act or the
     Exchange Act, as amended, and hereby represents that he has been furnished
     by the Company during the course of this transaction with all other
     information regarding the Company which he had requested or desired to
     know, that all documents which could be reasonably provided have been made
     available for his inspection and review, that he has been afforded the
     opportunity to ask questions of and receive answers from duly authorized
     officers or other representatives of the Company concerning the terms and
     conditions of the Offering, and any additional information which he had
     requested and in the Memorandum. Notwithstanding the foregoing, it is
     understood that Investor is purchasing the Units without being furnished a
     prospectus setting forth all of the information that would be required to
     be furnished in a prospectus under the Securities Act.

              (d) The Investor understands and recognizes that the purchase of
     the Units is highly speculative and involves a high degree of risk and that
     only investors who can afford the loss of their entire investment should
     consider investing in the Company. The Investor has also reviewed the risk
     factors in the SEC Documents and in the Memorandum.



                                      -3-
<PAGE>

              (e) The Investor acknowledges that the Offering will be conducted
     on a "best efforts-no minimum" basis, and that there is no minimum amount
     of Units which must be purchased in order to close any purchase. The
     Closing will be held at such time as determined by the Company in
     consultation with the Placement Agents and the determination as to the
     timing of Closing shall bear no relation to the aggregate amount of funds
     and could be with respect to one or more Investor purchases. The Investor
     acknowledges that the Company may find it necessary to raise additional
     capital in the future.

              (f) The Investor acknowledges the Memorandum has not been reviewed
     by the SEC or any state securities regulators. The Investor represents that
     the Units are being purchased for his own account, for investment and not
     for distribution or resale to others. The Investor agrees that he will not
     sell or otherwise transfer such securities unless they are registered under
     the Securities Act or unless an exemption from such registration is
     available. The Investor does not have any contract, undertaking, agreement
     or arrangement with any person to sell, transfer or grant participations to
     such person or to any third person, with respect to the Units.

              (g) The Investor understands that he may never be able to
     liquidate his investment in the Company. Although the Company has
     undertaken to register under the Securities Act the Common Stock comprising
     Units and the shares of Common Stock issuable upon the exercise of the
     Warrants (the "WARRANT SHARES" and collectively with the Common Stock
     included in the Units, the "SECURITIES") pursuant to a registration rights
     agreement of even date herewith (the "REGISTRATION RIGHTS AGREEMENT"),
     there can be no assurance that such registration will ever be effective or
     remain effective, or that there will be any liquidity with respect to the
     sale of such securities, if and when registered. Investor represents that
     he has sufficient liquid assets so that the illiquidity associated with
     this investment will not cause any undue financial difficulties or affect
     the Investor's ability to provide for its current needs and possible
     financial contingencies, and that the Investor's commitment to all high
     risk investments (including this one if this purchase is agreed to and
     accepted by the Company) is reasonable in relation to the Investor's net
     worth and/or annual income.

              (h) The Investor understands that pending an effective
     registration under the Securities Act, if any, the Common Stock, the
     Warrants and the Warrant Shares will be restricted securities as such term
     is defined under Rule 144 ("RULE 144") promulgated under the Securities Act
     and cannot be sold except pursuant to such registration or an exemption
     therefrom. The Investor further understands that the Company has no
     obligation to register the Warrants for resale under the Securities Act.

              (i) The Investor understands that the Company is relying on the
     Investor's representations herein and the information provided by the
     Investor in the Questionnaire. Any information which the Investor has
     heretofore furnished to the Company in the Investor Qualification
     Questionnaire or otherwise, including, without limitation, information with
     respect to its financial position and business experience is correct and
     complete as of the date of this Agreement, and if there should be any
     material change in such information prior to the Closing the Investor will
     immediately furnish such revised or corrected information to the Placement
     Agents and Company.

              (j) The Investor understands the tax consequences of this
     investment and that the contents of the Memorandum do not contain tax
     advice or information. The Investor confirms that it is not relying on any
     statements or representations of the Company or any of its agents with
     respect to the tax and other economic considerations of an investment in
     the Units. The Investor has had the opportunity to consult with the
     Investor's own legal, accounting, tax, investment and other advisors, who
     are unaffiliated with the Company or any affiliate or selling agent of the
     Company, with respect to the tax treatment of an investment by the Investor
     in the Units. The Investor also acknowledges that it is solely responsible
     for any of its own tax liability that may arise as a result of this
     investment or the transactions contemplated by this Agreement.

                                      -4-
<PAGE>

              (k) If the Investor is an entity, it is a corporation, limited
     liability company, trust or partnership or other similar entity duly
     organized, validly existing and in good standing under the laws of its
     jurisdiction. The Investor has full power and authority (corporate or
     otherwise) to execute, deliver and enter into this Agreement and to
     purchase the Units. The execution and delivery by the Investor of this
     Agreement and the consummation of the transactions contemplated hereby have
     been duly authorized by all necessary corporate or other action on the part
     of the Investor. If the Investor is an individual, the Investor has the
     legal capacity to enter into this Agreement and is a bona fide resident of
     the state shown in the address set forth on the signature pages hereto.

              (l) The Investor consents to the placement of a legend on any
     certificate or other documents evidencing the Shares, the Warrants and the
     Warrant Shares substantially in the following form:



               "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
               PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY
               THAT THIS SECURITY MAY BE RESOLD OR OTHERWISE TRANSFERRED ONLY
               PURSUANT TO AN EXEMPTION FROM REGISTRATION (IF AVAILABLE) UNDER
               THE SECURITIES ACT, OR PURSUANT TO AN EFFECTIVE REGISTRATION
               STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
               WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
               STATES."

              (m) The address of the Investor furnished by him on the signature
     pages hereto is the undersigned's principal residence if he is an
     individual or its principal business address if it is a corporation or
     other entity.

              (n) Except as set forth herein, no representations or warranties
     have been made to the Investor by the Company or any agent, employee or
     affiliate of the Company and in entering into this transaction, the
     Investor is not relying on any information, other than that contained
     herein and the results of independent investigation by the Investor. The
     Investor acknowledges that no representations or warranties have been made
     to the Investor by the Placement Agents or any agent, employee or affiliate
     of the Placement Agents.

              (o) Investor either (i) has a pre-existing personal or business
     relationship with the Company or any of its partners, officers, directors
     or controlling persons, or (ii) by reason of such Investor's business or
     financial experience or the business or financial experience of such
     Investor's professional advisors (which professional advisors are
     unaffiliated with and are not compensated by the Company, or any affiliate
     or selling agent of the Company, directly or indirectly) such Investor
     could be reasonably assumed to have the capacity to protect such Investor's
     own interests in connection with the transaction.

              (p) This Agreement constitutes the legal, valid and binding
     agreement of the Investor, enforceable against the Investor in accordance
     with its terms, except (i) as limited by applicable bankruptcy, insolvency,
     reorganization, moratorium and other laws of general application affecting
     enforcement of creditors' rights generally and by general equitable


                                      -5-
<PAGE>

     principles, (ii) as limited by laws relating to the availability of
     specific performance, injunctive relief, or other equitable remedies, and
     (iii) to the extent any indemnification provisions contained in this
     Agreement may be limited by applicable federal or state securities laws.

              (q) If the Investor is not a United States person, it has
     satisfied itself as to the full observance of the laws of its jurisdiction
     in connection with any invitation to purchase the Units or any use of this
     Agreement, including (i) the legal requirements within its jurisdiction for
     the purchase of the Securities, (ii) any foreign exchange restrictions
     applicable to such purchase, (iii) any governmental or other consents that
     may need to be obtained and (iv) the income tax and other tax consequences,
     if any, that may be relevant to the purchase, holding, redemption, sale or
     transfer of the Securities. Such Investor's payment for, and his or her
     continued beneficial ownership of the Securities, will not violate any
     applicable securities or other laws of the Investor's jurisdiction.

              (r) The Investor also understands and agrees that, although the
     Company will use its best efforts to keep confidential the information
     provided herein, the Company may present the information provided herein to
     such parties as it deems advisable (a) if called upon to establish either
     the availability under any Federal or state securities laws of an exemption
     from registration of the Offering or compliance with any other legal
     requirement, or (b) if the contents hereof are relevant to any issue in any
     action, investigation, suit or proceeding to which the Company is a party,
     is subject, or by which it is or may be bound. Further, the Investor
     understands that the Offering may be reported to the SEC pursuant to the
     requirements of applicable Federal law and to various state securities or
     blue sky commissioners pursuant to applicable laws.

              (s) No court or governmental injunction, order or decree affecting
     the Investor and prohibiting the execution and delivery by the Investor of
     this Agreement and the consummation of the transactions contemplated hereby
     is in effect, and the terms of this Agreement do not conflict with any
     provision of the Certificate or Articles of Incorporation or By-laws (or
     comparable charter, partnership or other organizational documents) of the
     Investor, or conflict with, or result in a material breach or violation of,
     any of the terms or provisions of, or constitute (with due notice or lapse
     of time or both) a material default under, any material lease, loan
     agreement, mortgage, security agreement, trust indenture or other agreement
     or instrument to which the Investor is a party.

              (t) No material consent, approval, license, permit, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality, domestic or foreign, remains to be obtained or is
     otherwise required to be obtained by the Investor in connection with the
     authorization, execution and delivery of this Agreement or the consummation
     of the transactions contemplated hereby, including, without limitation the
     purchase and sale of the Units.

              (u) The Investor acknowledges that pursuant to the terms of the
     Placement Agency Agreement among the Placement Agents and the Company (the
     "PLACEMENT AGENCY AGREEMENT"), the Placement Agents are being paid the
     following compensation from the Company for their services in connection
     with the Offering: (i) cash equal to five percent (5%) of the aggregate
     gross proceeds of the Offering and (ii) warrants representing seven percent
     (7%) of the total number of Shares sold to all Investors in the Offering
     (including the Warrant Shares for which all Warrants issued to all
     Investors in the Offering are exercisable) as compensation for services
     rendered to the Company in connection with the Offering. The Investor
     further acknowledges that pursuant to the terms of the Placement Agency
     Agreement, the Company is reimbursing the Placement Agents for certain
     expenses incurred by the Placement Agents in connection with the Offering.

                                      -6-
<PAGE>

              (v) Other than the Placement Agents (as placement agents on behalf
     of the Company), and any subagents they may appoint, no finder, broker,
     agent, financial person or other intermediary has acted on behalf of the
     Investor in connection with the Investor's purchase of the Units, the
     consummation of this Agreement or any of the transactions contemplated
     hereby. The Investor has not had any direct or indirect contact with any
     other investment banking firm (or similar firm) with respect to the offer
     of the Units by the Company to the Investor or the Investor's purchase of
     the Units.

              (w) Other than the Memorandum and the exhibits attached thereto,
     the Investors did not (i) receive or review any advertisement, article,
     notice or other communication published in a newspaper or magazine or
     similar media or broadcast over television or radio, whether closed
     circuit, or generally available, with respect to the Units or (ii) attend
     any seminar, meeting or investor or other conference whose attendees were,
     to the Investor's knowledge, invited by any general solicitation or general
     advertising with respect to the Units.

              (x) The foregoing acknowledgments, representations, warranties and
     covenants shall survive the Closing.

         2.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company hereby acknowledges, represents, warrants or covenants, as the case may
be, to the Investor as follows:

              (a) The Company is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Nevada. The Company has
     full corporate power and authority to own and hold its properties and to
     conduct its business. The Company is duly licensed or qualified to do
     business, and in good standing, in each jurisdiction in which the nature of
     its business requires licensing, qualification or good standing, except for
     any failure to be so licensed or qualified or in good standing that would
     not have a material adverse effect on (i) the Company and each Subsidiary
     (as defined below) taken as a whole, (ii) its consolidated results of
     operations, assets, or financial condition, (iii) its ability to perform
     its obligations under this Agreement, the Warrants and the Registration
     Rights Agreement or (iv) the Securities (a "MATERIAL ADVERSE EFFECT").

              (b) SCHEDULE 2.2(B) sets forth, with respect to each subsidiary of
     the Company (each a "SUBSIDIARY" and collectively, the "SUBSIDIARIES"), its
     type of entity and the jurisdiction of its organization. All of the
     outstanding shares of capital stock of each of the Subsidiaries are duly
     authorized, validly issued, fully paid and nonassessable and owned by the
     Company or another Subsidiary, and, except as set forth on SCHEDULE 2.2(B),
     are free and clear of all liens, claims, encumbrances, options, pledges and
     security interests (collectively, "LIENS") and were not issued in violation
     of, nor subject to, any preemptive, subscription or similar rights. There
     are no outstanding warrants, options, subscriptions, calls, rights,
     agreements, convertible or exchangeable securities or other commitments or
     arrangements relating to the issuance, sale, purchase, return or
     redemption, voting or transfer of any shares, whether issued or unissued,
     of any capital stock, equity interest or other securities of any
     Subsidiary. The Company and the Subsidiaries do not own any equity
     interests in any person, other than the Subsidiaries. Each Subsidiary is
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization and has all requisite power and authority
     to own, lease and operate its properties and to conduct its business.

                                      -7-
<PAGE>

              (c) SCHEDULE 2.2(C) sets forth (a) the authorized capital stock of
     the Company; (b) the number of shares of capital stock issued and
     outstanding; (c) the number of shares of capital stock issuable pursuant to
     the Company's stock plans; and (d) the number of shares of capital stock
     issuable and reserved for issuance pursuant to securities exercisable for,
     or convertible into or exchangeable for any shares of capital stock of the
     Company. All of the issued and outstanding shares of the Company's capital
     stock have been duly authorized and validly issued and are fully paid,
     nonassessable and free of pre-emptive rights and were issued in full
     compliance with applicable law and any rights of third parties. No person
     is entitled to pre-emptive or similar statutory or contractual rights with
     respect to any securities of the Company. Except as described on SCHEDULE
     2.2(C), there are no outstanding warrants, options, convertible securities
     or other rights, agreements or arrangements of any character under which
     the Company or any of its Subsidiaries is or may be obligated to issue any
     equity securities of any kind and except as contemplated by this Agreement,
     neither the Company nor any of its Subsidiaries is currently in
     negotiations for the issuance of any equity securities of any kind. Except
     as described on SCHEDULE 2.2(C), there are no voting agreements, buy-sell
     agreements, option or right of first purchase agreements or other
     agreements of any kind among the Company and any of the securityholders of
     the Company relating to the securities of the Company held by them. Except
     as described on SCHEDULE 2.2(C) the Company has not granted any person the
     right to require the Company to register any securities of the Company
     under the Securities Act, whether on a demand basis or in connection with
     the registration of securities of the Company for its own account or for
     the account of any other person. Except as described on SCHEDULE 2.2(C),
     the Company does not have outstanding stockholder purchase rights or any
     similar arrangement in effect giving any person the right to purchase any
     equity interest in the Company upon the occurrence of certain events.

              (d) The Company has full corporate power and authority to execute,
     deliver and enter into this Agreement, the Registration Rights Agreement,
     the Warrants and the Escrow Agreement, each (other than the Escrow
     Agreement) dated as of the date hereof, by and among the Company, the
     Placement Agents and the Escrow Agent (collectively, the "TRANSACTION
     DOCUMENTS") and to consummate the transactions contemplated hereby and
     thereby, subject only to obtaining the Requisite Shareholder Approval and
     the filing of the Charter Amendment (as defined below). For purposes of
     this Agreement, "REQUISITE SHAREHOLDER APPROVAL" means the affirmative vote
     taken at a meeting of shareholders or written consent in lieu of a meeting
     of the holders of a majority of the voting power of the Company's Common
     Stock and preferred stock voting together, in either case, approving (i)
     the transactions contemplated by the Transaction Documents and the
     Placement Agency Agreement and (ii) an amendment to the Company's
     certificate of incorporation increasing the number of shares of Common
     Stock which the Company is authorized to issue to not less than 70,000,000
     (the "CHARTER AMENDMENT"). Shujun Liu, Jun Min, Yanchun Li and Bingsheng Li
     have executed valid written consents approving the corporation actions
     described in the preceding sentence in accordance with Nevada law and such
     consents, taken together, constitute the Requisite Shareholder Approval and
     no further corporate action is required by the Company or its shareholders
     to perform its obligations pursuant to the Transaction Documents. All
     action on the part of the Company, its directors or stockholders necessary
     for the authorization, execution, delivery and performance of this
     Agreement and the other Transaction Documents by the Company, the
     authorization, sale, issuance and delivery of the Securities and the
     performance of the Company's obligations hereunder and thereunder has been
     taken, subject only to obtaining the Requisite Shareholder Approval and the
     filing of the Charter Amendment. The Securities have been duly authorized
     and, when issued and paid for in accordance with this Agreement, will be
     validly issued, fully paid and non-assessable and will be free and clear of
     all Liens imposed by or through the Company other than restrictions imposed
     by this Agreement and applicable securities laws, subject only to obtaining
     the Requisite Shareholder Approval and the filing of the Charter Amendment.
     This Agreement and the other Transaction Documents have been duly executed
     and delivered by the Company, and each such agreement constitutes a legal,
     valid and binding obligation of the Company, enforceable against the
     Company in accordance with its terms.

                                      -8-
<PAGE>

              (e) (i) Included in the Company's Form 10-KSB for the fiscal year
     ended December 31, 2004, as amended (the "FORM 10-KSB"), are true and
     complete copies of the audited consolidated balance sheets (the "BALANCE
     SHEETS") of the Company and its Subsidiaries at December 31, 2004 and 2003,
     and the related audited consolidated statements of income, changes in
     shareholders' equity and consolidated statements of cash flows for the
     years ended December 31, 2004 and 2003 , accompanied by the report of
     Weinberg & Company, P.A., and, included in the Company's Forms 10-QSB filed
     for quarterly periods ending subsequent to December 31, 2004, are true and
     complete copies of the unaudited condensed consolidated balance sheets of
     the Company and its Subsidiaries and the related unaudited condensed
     consolidated statements of income, changes in shareholders' equity and
     consolidated statements of cash flows for the interim periods ending after
     December 31, 2004 (the "FINANCIAL STATEMENTS"). The Financial Statements
     have been prepared in accordance with United States generally accepted
     accounting principles ("GAAP"), applied consistently with the past
     practices of the Company (except as may be indicated in the notes thereto,
     and, in the case of quarterly financial statements, as permitted by Form
     10-QSB under the Exchange Act, and as of their respective dates, fairly
     present the consolidated financial position of the Company and the results
     of its operations and cash flows for the periods indicated therein. The
     Financial Statements have been prepared and are in accordance with the
     accounting books and records of the Company. The books and records of the
     Company are kept in accordance with the provisions of the Exchange Act.

              (ii) A copy of each report, registration statement or other
     document filed by the Company with the SEC since December 31, 2003, has
     been made available to the Investors either by physical delivery or via the
     SEC's EDGAR System. Except as set forth on SCHEDULE 2.2(E)(II), all reports
     or other documents required to be filed by the Company under the Securities
     Act or the Exchange Act since December 31, 2003 have been filed. As of
     their respective filing dates, each SEC Document complied in all material
     respects with the requirements of the Securities Act or the Exchange Act,
     as applicable, and the rules and regulations of the SEC thereunder
     applicable to the SEC Documents, and no SEC Document contained any untrue
     statement of a material fact or omitted to state any material fact required
     to be stated therein or necessary to make the statements therein, in light
     of the circumstances under which they were made, not misleading. As of
     their respective filing dates, the financial statements of the Company
     included in the SEC Documents complied as to form in all material respects
     with then applicable accounting requirements and with the published rules
     and regulations of the SEC with respect thereto.

              (iii) The Company confirms that neither it nor any person acting
     on its behalf has provided any of the Investors or their agents or counsel
     with any information that the Company believes constitutes material,
     non-public information. The Company understands and confirms that the
     Investors will rely on the foregoing representations in effecting
     transactions in securities of the Company subsequent to the Closing or
     Termination of the Offering. All written disclosures provided to the
     Investors regarding the Company, its business and the transactions
     contemplated hereby, furnished by or on behalf of the Company (including
     the Company's representations and warranties set forth in this Agreement
     and the schedules to this Agreement and the information contained or
     incorporated by reference in the Memorandum) are true and correct in all
     material respects and do not contain any untrue statement of a material
     fact or omit to state any material fact necessary in order to make the
     statements made therein, in light of the circumstances under which they
     were made, not misleading. No event or circumstance has occurred or
     information exists with respect to the Company or any of its Subsidiaries
     or its or their business, properties, prospects, operations or financial
     conditions, which, under applicable law, rule or regulation, requires
     public disclosure or announcement by the Company but which has not been so
     publicly announced or disclosed.

                                      -9-
<PAGE>

              (iv) Since December 31, 2004, neither the Company nor any of its
     Subsidiaries has incurred any liabilities or obligations of any nature,
     whether or not accrued, absolute, contingent or otherwise, other than
     liabilities (A) disclosed in the SEC Documents filed prior to the date of
     this Agreement, (B) adequately provided for in the Balance Sheets or
     disclosed in any related notes thereto, (C) not required under GAAP to be
     reflected in the Balance Sheets, or disclosed in any related notes thereto
     or (D) incurred in connection with this Agreement.

              (v) Since December 31, 2004, there has not been any material
     adverse change in the business, financial condition or operating results of
     the Company and its Subsidiaries. (f) Except as contemplated by this
     Agreement or disclosed in the SEC Documents or as set forth on SCHEDULE
     2.2

              (f), since December 31, 2004 through the date immediately
     preceding the Closing Date, neither the Company nor any of its Subsidiaries
     has (i) issued any stock, options, bonds or other securities, (ii) borrowed
     any amount or incurred or became subject to any liabilities (absolute,
     accrued or contingent), other than current liabilities incurred in the
     ordinary course of business and liabilities under contracts entered into in
     the ordinary course of business, (iii) discharged or satisfied any lien or
     adverse claim or paid any obligation or liability (absolute, accrued or
     contingent), other than current liabilities shown on the Balance Sheets and
     current liabilities incurred in the ordinary course of business, (iv)
     declared or made any payment or distribution of cash or other property to
     the stockholders of the Company or purchased or redeemed any securities of
     the Company, (v) mortgaged, pledged or subjected to any lien or adverse
     claim any of its properties or assets, except for liens for taxes not yet
     due and payable or otherwise in the ordinary course of business, (vi) sold,
     assigned or transferred any of its assets, tangible or intangible, except
     in the ordinary course of business or in an amount less than $250,000,
     (vii) suffered any extraordinary losses or waived any rights of material
     value other than in the ordinary course of business, (viii) made any
     capital expenditures or commitments therefor other than in the ordinary
     course of business or in an amount less than $250,000, (ix) entered into
     any other transaction other than in the ordinary course of business in an
     amount less than $250,000 or entered into any material transaction, whether
     or not in the ordinary course of business, (x) made any charitable
     contributions or pledges, (xi) suffered any damages, destruction or
     casualty loss, whether or not covered by insurance, affecting any of the
     properties or assets of the Company or any other properties or assets of
     the Company which could, individually or in the aggregate, have or result
     in a Material Adverse Effect, (xii) made any material change in the nature
     or operations of the business of the Company or (xiii) entered into any
     agreement or commitment to do any of the foregoing.

              (g) (i) The execution and delivery by the Company of this
     Agreement and the other Transaction Documents and the consummation of the
     transactions contemplated hereby will not (A) result in the violation of
     any provision of the Certificate of Incorporation or By-laws of the
     Company, (B) result in any violation of any law, statute, rule, regulation,
     order, writ, injunction, judgment or decree of any court or governmental
     authority to or by which the Company or any of its Subsidiaries is bound or
     (C) conflict with, or result in a breach or violation of, any of the terms
     or provisions of, or constitute (with due notice or lapse of time or both)
     a default under, any lease, loan agreement, mortgage, security agreement,
     trust indenture or other agreement to which the Company or any of its
     Subsidiaries is a party or by which it is bound or to which any of its
     properties or assets is subject, nor result in the creation or imposition
     of any Lien upon any of the properties or assets of the Company or any of
     its Subsidiaries, in the cases of clauses (B) and (C) above, only to the
     extent such conflict, breach, violation, default or Lien reasonably could,
     individually or in the aggregate, have or result in a Material Adverse
     Effect.

                                      -10-
<PAGE>

              (ii) No consent, approval, license, permit, order or authorization
     of, or registration, declaration or filing with, any court, administrative
     agency or commission or other governmental authority remains to be obtained
     or is otherwise required to be obtained by the Company in connection with
     the authorization, execution and delivery of this Agreement or the
     consummation of the transactions contemplated hereby, including, without
     limitation the issue and sale of the Units, except filings as may be
     required to be made by the Company with (A) the SEC, (B) the American Stock
     Exchange and the Archipelago Exchange and (C) state "blue sky" or other
     securities regulatory authorities.

              (h) The Company and its Subsidiaries have all licenses, permits
     and other governmental authorizations currently required for the conduct of
     its current business and the ownership of its properties and is in all
     respects complying therewith, except where the failure to have such
     licenses, permits and other governmental authorizations would not have a
     Material Adverse Effect.

              (i) Except as disclosed in the SEC Documents, there are no claims,
     actions, suits, investigations or proceedings pending or, to the Company's
     knowledge, threatened against the Company and its Subsidiaries or their
     respective assets, or any director or officer of the Company or any of its
     Subsidiaries, in such person's capacity as an officer or director of the
     Company or any of its Subsidiaries, at law or in equity, by or before any
     governmental authority, or by or on behalf of any third party.

              (j) The Company is not, and following the Closing of the Offering
     will not be, an "investment company" within the meaning of that term under
     the Investment Company Act of 1940, as amended, and the rules and
     regulations of the SEC thereunder.

              (k) Neither the Company nor any of its Subsidiaries is (i) in
     default under or in violation of any indenture, loan or credit agreement or
     any other agreement or instrument to which it is a party of by which it or
     any of its properties is bound or (ii) in violation of any order, decree or
     judgment of any court, arbitrator or governmental body, the default under
     or violation of which could, individually or in the aggregate, have or
     result in a Material Adverse Effect.

              (l) Assuming that after the date hereof the Company files in a
     timely manner all reports required to be filed pursuant to Sections 13, 14
     and 15(d) of the Exchange Act, the Company will be eligible to use Form S-3
     to register the resale by the Investors and the Placement Agents of the
     Registrable Securities (as such term is defined in the Registration Rights
     Agreement) no later than July 1, 2006.

              (m) Except as disclosed on SCHEDULE 2.2(M), the Company has since
     December 31, 2004 been in compliance with the continuing listing or
     maintenance requirements of the American Stock Exchange or any other stock
     exchange or market on which the Common Stock is or has been listed (or on
     which it has been quoted). The Company shall use its best efforts to comply
     with the continuing listing and maintenance requirements of the American
     Stock Exchange or any other stock exchange or market on which the Common
     Stock is listed (or on which it is quoted) as soon as reasonably
     practicable.

              (n) The Company or its Subsidiaries have all trademarks,
     registered copyrights, service marks or trade names, permits, grants and
     licenses and all other intangible assets, properties and rights that are
     material and necessary to conduct of the business of the Company, and there
     are no other patents, trademarks, copyrights, service marks, trade names or
     other intangible assets, properties or rights that are material to or that
     are necessary for the conduct of the business of the Company (the
     "INTELLECTUAL PROPERTY"). The Company and its Subsidiaries, as the case may


                                      -11-
<PAGE>

     be, own all right, title and interest, or possesses adequate rights, in and
     to the Intellectual Property necessary to conduct the business of the
     Company and the Intellectual Property do not infringe on or conflict with
     the rights or intellectual property of third parties, and neither the
     Company, nor any of its Subsidiaries has received any notice contesting its
     right to use any such Intellectual Property. The Intellectual Property has
     not been and are not the subject of any pending or threatened litigation or
     claim of infringement, and the transactions contemplated hereby and by the
     other Transaction Documents will not adversely affect the right, title and
     interest of the Company in and to the Intellectual Property.

              (o) The Company and its Subsidiaries have obtained all permits,
     licenses and other authorizations which are required under Chinese and
     United States federal, state, provincial and local laws relating to
     pollution or protection of the environment, including laws related to
     emissions, discharges, releases or threatened releases of pollutants,
     contaminants or hazardous or toxic material or wastes into ambient air,
     surface water, ground water or land, or otherwise relating to the
     manufacture, processing, distribution, use, treatment, storage, disposal,
     transport or handling or pollutants, contaminants or hazardous or toxic
     materials or wastes ("ENVIRONMENTAL LAWS"), except where the failure to
     obtain such permits, license or authorizations would not, individually or
     in the aggregate, have or result in a Material Adverse Effect. The Company
     and its Subsidiaries are in compliance with all terms and conditions of the
     required permits, licenses and authorizations and are also in full
     compliance with all other limitations, restrictions, conditions and
     requirements contained in the Environmental Laws or contained in any plan,
     except where the failure to so comply would not have a Material Adverse
     Effect. The Company is not aware of, nor has the Company received notice
     of, any events, conditions, circumstances, actions or plans which may
     interfere with or prevent continued compliance or which would give rise to
     any liability under any Environmental Laws.

              (p) All material agreements to which the Company or any of its
     Subsidiaries is a party or by which any of them is bound and which are
     required to be filed by the Company pursuant to the Securities Act, the
     Exchange Act and the rules and regulations thereunder have been filed by
     the Company with the SEC. As of the date hereof, except as disclosed in the
     SEC Documents, and except for those agreements that by their terms are no
     longer in effect, each such agreement is in full force and effect and is
     binding on the Company and, to the Company's knowledge, is binding upon
     such other parties, in each case in accordance with its terms, and neither
     the Company nor, to the Company's knowledge, any other party thereto is in
     material breach of or material default under any such agreement. Except as
     disclosed in the SEC Documents, the Company has not received any written
     notice regarding the termination of any such agreements.

              (q) The Company has good title to all the properties and assets
     reflected as owned by it in the Financial Statements, subject to no Lien
     except (i) those, if any, reflected in such Financial Statements or (ii)
     those which are not material in amount and do not adversely affect the use
     made and intended to be made of such property by the Company. The Company
     holds its leased properties under valid and binding leases. Except as
     disclosed in the SEC Documents, the Company owns or leases all such
     properties as are necessary to its operations as now conducted.

              (r) The Company and its Subsidiaries maintain insurance of the
     types, against such losses and in the amounts and with such insurers as are
     customary in the Company's industry and otherwise reasonably prudent,
     including, but not limited to, insurance covering all real and personal
     property owned or leased by the Company against theft, damage, destruction,
     acts of vandalism and all other risks customarily insured against by
     similarly situated companies, all of which insurance is in full force and
     effect.

                                      -12-
<PAGE>

              (s) The Company and its Subsidiaries are in compliance in all
     material respects with all applicable laws and all orders of, and
     agreements with, any governmental authority applicable to the Company, any
     Subsidiary or any of their respective assets. The Company and the
     Subsidiaries have all permits, certificates, licenses, approvals and other
     authorizations required under applicable laws or necessary in connection
     with the conduct of their businesses, except where the failure to have such
     permits, certificates, licenses, approvals and other authorizations would
     not have a Material Adverse Effect.

              (t) Except as set forth on SCHEDULE 2.2(t), the Company and its
     Subsidiaries have filed or obtained extensions of all material United
     States federal, Chinese, British Virgin Islands, provincial, state, local
     and foreign income, excise, franchise, real estate, sales and use and other
     tax returns which it or they are required to file. All material federal,
     state, county, local, foreign or other income taxes which have become due
     or payable by the Company or any of its Subsidiaries (collectively,
     "TAXES"), have been paid in full or are adequately provided for in
     accordance with GAAP on the financial statements of the applicable person.
     No Liens arising from or in connection with Taxes have been filed and are
     currently in effect against the Company or any of its Subsidiaries, except
     for Liens for Taxes which are not yet due or which would not have a
     Material Adverse Effect. No audits or investigations are pending or, to the
     knowledge of the Company, threatened with respect to any tax returns or
     Taxes of the Company or any of its Subsidiaries.

              (u) The Company is in compliance in all material respects with all
     presently applicable provisions of the Employee Retirement Income Security
     Act of 1974, as amended, including the regulations and published
     interpretations thereunder ("ERISA"); no "reportable event" (as defined in
     ERISA) has occurred with respect to any "pension plan" (as defined in
     ERISA) for which the Company would have any material liability; the Company
     has not incurred and does not expect to incur any material liability under
     (i) Title IV of ERISA with respect to termination of, or withdrawal from,
     any "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue
     Code of 1986, as amended, including the regulations and published
     interpretations thereunder (the "CODE"); and each "pension plan" for which
     the Company would have any liability that is intended to be qualified under
     Section 401(a) of the Code is so qualified in all material respects and
     nothing has occurred, whether by action or by failure to act, which would
     cause the loss of such qualification.

              (v) The Company is not involved in any material labor dispute with
     its employees nor is any such dispute, to the Company's knowledge,
     threatened or imminent.

              (w) Assuming the truth of the Investor's representations and
     acknowledgments contained in Section 2.1 hereof, neither the Company nor
     any person acting on its behalf (other than Placement Agent, as to whom the
     Company makes no representations) has offered or sold the Securities by
     means of any general solicitation or general advertising within the meaning
     of Rule 502(c) under the Securities Act. The Company has not sold the
     Securities to anyone other than the Investors designated on the signature
     pages hereto. Each Share and Warrant Share certificate shall bear
     substantially the same legend set forth in Section 2.1(l) hereof for at
     least so long as required by the Securities Act.

              (x) Neither the Company nor any of its Subsidiaries, nor, to the
     knowledge of the Company, any director, officer, agent, employee or other
     person associated with or acting on behalf of the Company or any of its
     Subsidiaries, has (i) used any corporate funds for any unlawful
     contribution, gift, entertainment or other unlawful expense relating to
     political activity; (ii) made any direct or indirect unlawful payment to
     any foreign or domestic government official or employee from corporate
     funds; (iii) violated or is in violation of any provision of the U.S.
     Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate,
     payoff, influence payment, kickback or other unlawful payment.

                                      -13-
<PAGE>

              (y) Other than the Placement Agents and any subagents they may
     appoint, no finder, broker, agent, financial person or other intermediary
     has acted on behalf of the Company in connection with the sale of the Units
     by the Company or the consummation of this Agreement or any of the
     transactions contemplated hereby. The Company has not had any direct or
     indirect contact with any other placement agent (or similar firm) with
     respect to the offer of the Units by the Company to the Investor or the
     Investor's purchase of the Units.

              (z) The Company is in material compliance with the Sarbanes-Oxley
     Act of 2002 and all requirements under the Exchange Act, including the U.S.
     Foreign Corrupt Practices Act of 1977. Since the date of the Company's most
     recent quarterly report on Form 10-QSB, there have been no changes in
     internal controls over financial reporting or disclosure controls and
     procedures.

                                   SECTION 3
                             CONDITIONS FOR CLOSING

         3.1 CONDITIONS OF INVESTOR'S OBLIGATIONS AT CLOSING. The obligations of
each Investor under this Agreement are subject to the Company's fulfillment on
or before Closing of each of the following conditions:

              (a) REPRESENTATIONS AND WARRANTIES. Each of the representations
     and warranties of the Company contained in this Agreement which are
     qualified as to materiality must be true and correct in all respects and
     each of the representations and warranties of the Company contained in this
     Agreement which are not qualified as to materiality must be true and
     correct in all material respects as of the Closing Date, in each case, as
     if made on such date.

              (b) PERFORMANCE. The Company shall have performed and complied in
     all material respects with all agreements, covenants and conditions
     required to be performed and complied with by it under the Transaction
     Documents at or before the Closing.

              (c) NO SUSPENSION. No order suspending the use of the Transaction
     Documents or the SEC Documents or enjoining the offering or sale of the
     Securities shall have been issued, and no proceedings for that purpose or a
     similar purpose shall have been initiated or pending, or, to the best of
     the Company's knowledge, are contemplated or threatened nor has any order
     been issued halting the trading of the Company's Common Stock on the
     American Stock Exchange.

              (d) CAPITALIZATION. Immediately prior to the consummation of the
     Closing, the Company will have an authorized capitalization as set forth on
     SCHEDULE 2.2(C).

              (e) OFFICERS' CERTIFICATE. The Investors shall have received
     certificates of the Chief Executive Officer and Chief Financial Officer of
     the Company, dated as of the Closing Date, certifying in their capacity as
     officers of the Company, as to the fulfillment of the conditions set forth
     in subparagraphs (a), (b), (c) and (d) above.

              (f) NO MATERIAL ADVERSE CHANGE. At Closing, the Chief Executive
     Officer and the Chief Financial Officer of the Company shall have provided
     a certificate to the Placement Agents confirming that there have been no
     material adverse changes in the condition (financial or otherwise) or
     prospects of the Company from the date of the financial statements included
     in the Transaction Documents or the SEC Documents other than as set forth
     or contemplated in the Transaction Documents and the Purchase Agreement.

                                      -14-
<PAGE>

              (g) OPINION OF COUNSEL TO THE COMPANY. The Company shall have
     delivered to the Investor an opinion dated as of the Closing Date and
     addressed to the Investors from (A) Loeb & Loeb LLP, U.S. counsel for the
     Company, in substantially the form attached hereto as EXHIBIT B-1; (B)
     People's Republic of China counsel for the Company, in substantially the
     form attached hereto as EXHIBIT B-2; (C) British Virgin Islands counsel for
     the Company, in substantially the form attached hereto as EXHIBIT B-3; and
     (D) Beckley Singleton Chtd., Nevada counsel for the Company, in
     substantially the form attached hereto as EXHIBIT B-4.

              (h) REGISTRATION RIGHTS AGREEMENT. The Company shall have executed
     and delivered to the Investor the Registration Rights Agreement, in
     substantially the form attached as EXHIBIT C executed by the Company.

              (i) WARRANTS. Subject to the proration provisions of Section 1.2,
     the Company shall have executed and delivered to the Investor Warrants to
     purchase that number of shares of Common Stock equal to the number of Units
     purchased by such Investor multiplied by 0.3, pursuant to a Warrant dated
     the Closing Date, in substantially the form attached as EXHIBIT D (the
     "WARRANT"), executed by the Company.

              (j) STOCK CERTIFICATES. Subject to the proration provisions of
     Section 1.2, the Company shall have delivered to the Investor certificates
     representing that number of Shares equal to the number of Units purchased
     by such Investor.

              (k) NO INJUNCTIONS; ETC. No court or governmental injunction,
     order or decree prohibiting the purchase and sale of the Units will be in
     effect. There will not be in effect any law, rule or regulation prohibiting
     or restricting the sale or requiring any consent or approval of any person
     that has not been obtained to issue and sell the Units to the Investor.

              (l) WAIVERS AND CONSENTS. The Company shall have obtained, subject
     only to obtaining the Requisite Shareholder Approval and the filing of the
     Charter Amendment, .all consents and waivers necessary to execute and
     deliver this Agreement and the other Transaction Documents and to issue and
     deliver the Shares, the Warrants, and the Warrant Shares issuable thereon,
     and all consents and waivers shall be in full force and effect.

         3.2 CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING. The obligations
of the Company with respect to each Investor under this Agreement are subject to
such Investor's fulfillment on or before the Closing of each of the following
conditions by the Investor:

              (a) REPRESENTATIONS AND WARRANTIES. The representations and
     warranties of the Investor contained in Section 2.1 shall be true on and as
     of the Closing with the same effect as though such representations and
     warranties had been made on and as of the Closing Date.

              (b) PAYMENT OF PURCHASE PRICE. The Investor shall have delivered
     the purchase price and other documents required pursuant hereto.

              (c) REGISTRATION RIGHTS AGREEMENT. The Company shall have received
     from the Investor the Registration Rights Agreement, executed by the
     Investor.

              (d) INVESTOR QUALIFICATION QUESTIONNAIRE. The Company shall have
     received from the Investor a completed Questionnaire, executed by the
     Investor.

                                      -15-
<PAGE>

              (e) NO INJUNCTIONS; ETC. No court or governmental injunction,
     order or decree prohibiting the purchase and sale of the Units shall be in
     effect. There shall not be in effect any law, rule or regulation
     prohibiting or restricting the sale or requiring any consent or approval of
     any person that has not been obtained to issue and sell the Units to the
     Investor.

                                   SECTION 4
                      AFFIRMATIVE COVENANTS OF THE COMPANY

         4.1 The Company hereby covenants and agrees with the Investors as
follows:

              (a) CONDUCT OF THE COMPANY. Between the date hereof and the
     Closing Date, the Company shall, and shall cause each Subsidiary to:

              (i) preserve and maintain in full force and effect its existence
     and good standing under the laws of its jurisdiction of formation or
     organization;

              (ii) preserve and maintain in full force and effect all material
     rights, privileges, qualifications, applications, licenses and franchises
     necessary for the Company and the Subsidiaries to operate in the normal
     conduct of their respective businesses as presently and as proposed to be
     conducted;

              (iii) use its best efforts to preserve intact its business
     organization;

              (iv) conduct its business in the ordinary course in accordance
     with sound business practices, and keep its properties in good working
     order and condition (normal wear and tear excepted);

              (v) take all reasonable actions to protect and maintain the
     Company Intellectual Property, including, without limitation, prosecuting
     all pending applications for patents or for the registration of trademarks
     and copyrights and maintaining, to the extent permitted by law, each patent
     or registration owned by the Company or any Subsidiary;

              (vi) (A) comply in all material respects with all applicable laws,
     rules and regulations and with the directions of any governmental
     authority, and (B) not take any action designed to or that might reasonably
     be expected to cause or result in unlawful manipulation of the price of the
     Common Stock to facilitate the sale or resale of the Shares, the Warrants
     or the Warrant Shares in violation of applicable law;

              (vii) file or cause to be filed in a timely manner all reports,
     applications, estimates and licenses that shall be required by a
     governmental authority;

              (viii) conduct its business in a manner such that the
     representations and warranties of the Company contained in Section 2.2
     shall continue to be true and correct on and as of the Closing;

              (ix) use its best efforts to cause the conditions contained in
     Section 3.1 to be satisfied on or before the Closing Date; and

                                      -16-
<PAGE>

              (x) not issue, deliver, sell or authorize, or propose the
     issuance, delivery, sale or purchase of, any additional shares of capital
     stock, stock equivalents or any other security of the Company or any
     Subsidiary, other than (A) the issuance of Common Stock pursuant to the
     exercise of any warrants or options outstanding as of the date hereof and
     (B) the issuance of shares of Common Stock pursuant to the Company's option
     plans.

         4.2 DISCLOSURE. The Company covenants and agrees that neither it nor
any other person acting on its behalf will provide any Investor or its agents or
counsel with any information that the Company believes constitutes material
non-public information, unless prior thereto such Investor shall have executed a
written agreement regarding the confidentiality and use of such information. The
Company understands and confirms that each Investor shall be relying on the
foregoing covenant in effecting transactions in securities of the Company
subsequent to Closing or Termination of the Offering. In the event of a breach
of the foregoing covenant by the Company or any person acting on its or their
behalf, the Company shall, upon written notice of such breach, make public
disclosure of such material non-public information.

         4.3 RESERVATION OF COMMON STOCK; SHAREHOLDER APPROVAL AND CHARTER
AMENDMENT. The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock the maximum number of Shares and Warrant
Shares that may be issuable or deliverable hereunder and under all the Warrants.
The Company will take all action required to be taken under the Nevada General
Corporation Law and the Exchange Act, including the preparation, filing and
mailing of an information statement complying with Regulation 14C or a proxy
statement under Regulation 14A, to cause the Required Shareholder Approval to be
obtained and to file the Charter Amendment as promptly as practicable after the
date hereof. The Company will (i) as promptly as practicable, either convene a
meeting of shareholders for the purpose of obtaining the Requisite Shareholder
Approval and, in connection therewith, prepare, file with the SEC and distribute
to shareholders a proxy statement complying with Regulation 14A under the
Exchange Act or in lieu of a meeting, obtain the Requisite Shareholder Approval
through written consent in lieu of a meeting and, in connection therewith,
prepare, file with the SEC and distribute to shareholders an information
statement complying with Regulation 14C under the Exchange Act and (ii) file the
Charter Amendment with the Secretary of State of the State of Nevada within one
(1) business day after obtaining the Requisite Shareholder Approval.

         4.4 LISTING OF UNDERLYING SHARES AND RELATED MATTERS. Promptly
following the date hereof, the Company shall take all necessary action to cause
the Shares and the Warrant Shares to be listed on the American Stock Exchange
and the Archipelago Exchange no later than the Closing Date. Further, if the
Company applies to have its Common Stock or other securities traded on any other
principal stock exchange or market, it shall include in such application the
Shares and the Warrant Shares and will take such other action as is necessary to
cause such Common Stock to be so listed. The Company will use commercially
reasonable efforts to continue the listing and trading of its Common Stock on
the American Stock Exchange and the Archipelago Exchange and, in accordance,
therewith, will use commercially reasonable efforts to comply in all respects
with the Company's reporting, filing and other obligations under the bylaws or
rules of such market or exchange, as applicable.

         4.5 SECURITIES LAW FILINGS. For so long as the Investors and their
respective Affiliates in the aggregate hold any of the Shares, the Warrants or
the Warrant Shares, the Company agrees to file with the SEC in a timely manner
all reports and other documents required to be filed by the Company under the
Securities Act and Exchange Act.

         4.6 LEGENDS. The Company agrees that at such time as such legend
specified in Section 2.2(l) is no longer required to be printed on certificates
evidencing the Shares, the Warrants or the Warrant Shares (or any securities
issued in exchange therefor in connection with any merger, recapitalization,
reclassification or other similar transaction), the Company shall cause its


                                      -17-
<PAGE>

counsel to promptly issue a legal opinion addressed to the Company's transfer
agent if required by such transfer agent to effect the removal of such legend as
and when any Investor so requests, subject to the Investor providing any
documentation reasonably requested by the Company or its counsel. The Company
further agrees that at such time, it will, promptly following, and in any event
within ten (10) business days of, the delivery by a Investor to the Company or
the Company's transfer agent of a certificate representing Shares or Warrant
Shares issued with a restrictive legend, deliver or cause to be delivered to
such Investor a certificate representing such Shares or Warrant Shares that is
free from all restrictive and other legends.

         4.7 USE OF PROCEEDS. The Company shall use the net proceeds from the
sale of the Units for acquisitions and general working capital purposes.

         4.8 SECURITIES LAWS DISCLOSURE; PUBLICITY. By 8:30 a.m. the day
following the Closing Date, the Company will issue a press release disclosing
the material terms of the transactions contemplated hereby in accordance with
the applicable SEC rules and regulations.

                                   SECTION 5
                                   TERMINATION

         5.1 TERMINATION. This Agreement may be terminated prior to the Closing
as follows:

              (i) with respect to any individual Investor, in whole or in part,
     at any time on or prior to the Closing Date, by written notice given by the
     Company to Investor prior to Closing, provided that the Company returns to
     such Investor, without interest or deduction, all Proceeds paid by such
     Investor (for such terminated portion of Proceeds thereof);

              (ii) at the election of the Company or the Investor by written
     notice to the other parties hereto after 5:00 p.m., New York time, on
     December 31, 2005, if the Closing shall not have occurred on or prior to
     such date, unless such date is extended by the mutual written consent of
     the Company and the Investor; PROVIDED, HOWEVER, that the right to
     terminate this Agreement under this Section 5.1(ii) shall not be available
     (A) to any party whose breach of any representation, warranty, covenant or
     agreement under this Agreement has been the cause of, or resulted in, the
     failure of the Closing to occur on or before such date or (B) if the
     Closing has not occurred solely because any party hereto has not yet
     obtained a necessary approval from any governmental authority; or

              (iii) by either the Company or the Investor by written notice to
     the other parties hereto if any governmental authority shall have issued
     any injunction or other order prohibiting the consummation of the Closing
     and such injunction or order shall not be subject to appeal or shall have
     become final and nonappeable.

         5.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
Section 5.1, this Agreement shall become void and of no further force and effect
and none of the parties hereto shall have any liability in respect of such
termination; PROVIDED, HOWEVER, that such termination shall not relieve the
Company or any Investor of any liability for any breach or non-performance of,
or non-compliance with, this Agreement.

                                   SECTION 6
                   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
                           COVENANTS; INDEMNIFICATION

                                      -18-
<PAGE>

         6.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All of the
representations and warranties made herein shall survive the execution and
delivery of this Agreement until twenty-four (24) months following the Closing
Date, except for (a) Sections 2.2(a), 2.2(b), 2.2(c) and 2.2(d) which
representations and warranties shall survive the execution and delivery of this
Agreement and the Closing hereunder for the period of any applicable statute of
limitations or indefinitely if no statute of limitation applies, (b) 2.2(e),
2.2(u) and 2.2(w), which representations and warranties shall survive until the
third anniversary of the Closing Date, and (c) Section 2.2(s), which shall
survive until the later to occur of (i) the lapse of the statute of limitations
with respect to the assessment of any tax to which such representation and
warranty relates (including any extensions or waivers thereof) and (ii) sixty
(60) days after the final administrative or judicial determination of the taxes
to which such representation and warranty relates, and no claim with respect to
Section 2.2(s) may be asserted thereafter with the exception of claims arising
out of any fact, circumstance, action or proceeding to which the party asserting
such claim shall have given notice to the other parties to this Agreement prior
to the termination of such period of reasonable belief that a tax liability will
subsequently arise therefrom. Except as otherwise provided in this Agreement,
all such representations, warranties, covenants and agreements shall inure to
the benefit of the parties (subject to Section 6.2 below) and their respective
successors and assigns.

         6.2 INDEMNIFICATION.

              (i) The Company agrees to indemnify and hold harmless each
     Investor and its affiliates and its and their stockholders, directors,
     officers, employees and agents and each person who controls any of them
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act (collectively, the "INVESTOR INDEMNIFIED PARTIES" and each a
     "INVESTOR INDEMNIFIED PARTY"), and will reimburse such Investor Indemnified
     Party, from and against any and all loss, damage, liability, cost and
     expense to which such Investor Indemnified Party may become subject under
     the Securities Act or otherwise, insofar as such losses, damages,
     liabilities, costs or expenses that are in any manner based upon, relating
     to or arising out of in any manner based upon or relating to (A) any untrue
     representation, misstatement, omission, breach of warranty or failure to
     perform any covenants or agreement by the Company contained herein or in
     any of the other Transaction Documents or (B) any action instituted against
     any Investor Indemnified Party by any holder of any securities of the
     Company that is not an affiliate of such Investor Indemnified Party with
     respect to any of the transactions contemplated by this agreement or the
     Transaction Documents. The Company will also advance expenses to an
     Investor Indemnified Party as incurred to the fullest extent permitted
     under applicable law; PROVIDED, HOWEVER, that the Investor Indemnified
     Party agrees to repay such advances to the Company if it is ultimately
     determined that such Investor Indemnified Party is not entitled to
     indemnification.

              (ii) The Investor agrees to indemnify and hold harmless the
     Company and its affiliates and its and their stockholders, directors,
     officers, employees and agents and each person who controls any of them
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act (collectively, the "COMPANY INDEMNIFIED PARTIES" and each a
     "COMPANY INDEMNIFIED PARTY"), and will reimburse such Company Indemnified
     Party, from and against any and all loss, damage, liability, cost and
     expense to which such Company Indemnified Party may become subject under
     the Securities Act or otherwise, insofar as such losses, damages,
     liabilities, costs or expenses that are in any manner based upon, relating
     to or arising out of in any manner based upon or relating to any untrue
     representation, misstatement, omission, breach of warranty or failure to


                                      -19-
<PAGE>

     perform any covenants or agreement by the Investor contained herein or in
     any of the other Transaction Documents. The Investor will also advance
     expenses to a Company Indemnified Party as incurred to the fullest extent
     permitted under applicable law; PROVIDED, HOWEVER, that the Company
     Indemnified Party agrees to repay such advances to the Investor if it is
     ultimately determined that such Company Indemnified Party is not entitled
     to indemnification. Notwithstanding any other provisions of this Section
     6.2(ii), no Investor shall be required to indemnify any party in excess of
     the gross proceeds paid by such Investor for Units purchased pursuant to
     its respective Agreement.

              (iii) Promptly after receipt by the Company or the Investor, as
     the case may be (an "INDEMNIFIED PARTY") under this Section 6.2 of a notice
     of the commencement of any action (including any governmental action) such
     Indemnified Party will, if a claim in respect thereof is to be made against
     any indemnifying party hereunder, deliver to the indemnifying party a
     written notice of the commencement thereof. The failure to deliver written
     notice to the indemnifying party within a reasonable time of the
     commencement of any such action shall relieve such indemnifying party of
     any liability to the Indemnified Party under this Section 6.2 only to the
     extent prejudicial to its ability to defend such action, but the omission
     so to deliver written notice to the indemnifying party will not relieve it
     of any liability that it may have to an Indemnified Party otherwise than
     under this Agreement. The indemnifying party shall have the right to
     participate in, and, to the extent the indemnifying party so desires,
     jointly with any other indemnifying party similarly noticed, to assume
     control of the defense thereof with counsel mutually satisfactory to the
     parties; PROVIDED, HOWEVER, that an Indemnified Party shall have the right
     to retain its own counsel, with the reasonable fees and expenses to be paid
     by the indemnifying party, if in the reasonable determination of counsel
     for the Indemnified Party, representation of such Indemnified Party by the
     counsel obtained by the indemnifying party would be inappropriate due to
     actual or potential conflicting interests between such Indemnified Party
     and any other party represented by such counsel in such proceeding. After
     notice from the indemnifying party to such Indemnified Party of its
     election so to assume the defense thereof, the indemnifying party will not
     be liable to such Indemnified Party pursuant to the provisions of paragraph
     6.2(i) above for any legal or other expense subsequently incurred by such
     Indemnified Party in connection with the defense thereof other than
     reasonable costs of investigation, unless (A) the Indemnified Party shall
     have employed counsel in accordance with the provisions of the preceding
     sentence, (B) the indemnifying party shall not have employed counsel
     reasonably satisfactory to the indemnified party to represent the
     indemnified party within a reasonable time after the notice of the
     commencement of the action or (C) the indemnifying party has authorized in
     writing the employment of counsel for the Indemnified Party at the expense
     of the indemnifying party.

                                   SECTION 7
                                  MISCELLANEOUS

         7.1 MODIFICATION. Neither this Agreement nor any provisions hereof
should be modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is
sought.

                                      -20-
<PAGE>

         7.2 NOTICES. All notices and other communications required or permitted
hereunder must be in writing and, except as otherwise noted herein, must be
addressed as follows:


         if to the Company, to:

         American Oriental Bioengineering, Inc.
         90 Park Avenue
         17th Floor
         New York, New York 10016
         Attn:  Yanchun (Lily) Li
         Facsimile: (212) 786-7569

          and

         American Oriental Bioengineering, Inc.
         No. 12 Jiance Road
         Nangang District
         Harbin, China
         C1
         15008
         Attn:  Yanchun (Lily) Li


         with a copy to:

         Loeb & Loeb LLP
         345 Park Avenue
         New York, New York 10154
         Attn: Mitchell Nussbaum
         Facsimile: (212) 407-4990


         if to any Investor, to the address shown on such Investor's signature
         page, marked for attention as there indicated,

or to such other address as the party to whom notice is to be given may have
furnished to the other parties in writing in accordance with the provisions of
this Section 7.2. Any such notice or communication will be deemed to have been
received: (A) in the case of facsimile or personal delivery, on the date of such
delivery; and (B) in the case of nationally-recognized overnight courier, on the
next business day after the date sent. 7.3 EXECUTION. By the execution of the
signature page attached hereto, the parties hereby agree to be bound by all of
the terms and conditions of this Agreement. Any signature delivered by facsimile
transmission shall create a valid and binding obligation of the so party
executing with the same force and effect as if such facsimile signature page
were an original thereof.

         7.4 COUNTERPARTS. This Agreement may by executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
the parties, notwithstanding that all parties are not signatories to the same
counterpart.

         7.5 BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs
executors, administrators, successors, legal representatives and assigns. The
obligation of the Investors shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his heirs, executors,
administrators and successors.

                                      -21-
<PAGE>

         7.6 ENTIRE AGREEMENT. This instrument, together with the schedules and
exhibits hereto, contains the entire agreement of the parties, and there are no
representations, covenants or other agreements except as stated or referred to
herein.

         7.7 ASSIGNABILITY. This Agreement is not transferable or assignable by
the Investor.

         7.8 APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by
and construed under the internal laws of the State of New York without regard to
conflict of law rules. The parties hereby submit to the exclusive jurisdiction
of the courts of the State of New York located in New York County and the
Federal courts located in the Southern District of New York, with respect to any
action or legal proceeding commenced by either party with respect to this
Agreement or the Units. Each party irrevocably waives any objection it now has
or hereafter may have respecting the venue of any such action or proceeding or
the inconvenience of such forum, and each party consents to the service of
process in any such action or proceeding in the manner set forth for the
delivery of notices herein.

         7.9 WAIVER OF JURY TRIAL. The parties hereby waive their rights to a
trial by jury in any action or proceeding involving any matter arising out of or
relating to this Agreement or to the Units.

         7.10 REMEDIES. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of
Investor and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach or
obligations described in the foregoing sentence and hereby agree to waive in any
action for specific performance of any such obligation the defense that a remedy
at law would be adequate

         7.11 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions shall not in any way be affected or impaired
thereby and the parties will be attempt to agree upon a valid and enforceable
provision that is a reasonable substitute therefore, and upon so agreeing, shall
incorporate such substitute provision into this Agreement.

         7.12 EQUAL TREATMENT OF INVESTORS. The Company shall not pay or offer
to pay any Investor to amend to consent to a waiver or modification of any
provision of the Transaction Documents unless the same consideration is paid to
all Investors. For avoidance of doubt, this provision constitutes a separate
right granted to each Investor and shall not in any way be construed as action
in concert or action as a group by such Investor with any other Investor with
respect to the purchase, disposition or voting of the Shares, Warrants or
Warrant Shares.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
acceptance date by the Company indicated below:

                         [SIGNATURES ON FOLLOWING PAGE]


                                      -22-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE



/s/  Michel Clemence
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Blue Sky Securities Limited
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     208,334
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,000,003                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -23-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Mitchell P. Kopin
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Cranshire Capital, L.P.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     200,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $960,000                             Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -24-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE



/s/  Charles S. Lipson
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

C.S.L. Associates L.P.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     210,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,008,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -25-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE



/s/  Leslie Elliot & Carl Jacobs
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Palisades Master Fund, L.P
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     400,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,920,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -26-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE



/s/  Konrad Ackerman
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Alpha Capital AG
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     250,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,200,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -27-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Terry Feeney
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Millennium Partners, L.P
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     210,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,008,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -28-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Keith A. Goodman
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Nite Capital LP
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     208,333
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,000,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount

                                      -29-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Peter Charles St. George             & Allan William Moloney
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

SovGem Limited
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     250,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,200,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -30-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Samir Barakat                        /s/  Claudia Marseille
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Samir Barakat                             Claudia Marseille
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     320,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,536,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -31-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  David R. Holbrooke
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Advocates Rx Inc. Profit Sharing Plan
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     200,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $960,000                             Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -32-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Charles Cagnon
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Charles Cagnon
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


     100,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $480,000                             Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -33-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Todd Trabold
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Brasso Private Opportunity Holding
Fund Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


      50,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $240,000                             Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -34-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Todd Trabold
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Brasso Fund Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


      50,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $240,000                             Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount

                                      -35-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE



/s/  Evelyn J. Cann
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

RES Limited
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


      100,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $480,000                             Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -36-
<PAGE>


              STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  John Nusbaum
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Castlerigg Master Investments Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


      1,091,667
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $5,000,002                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount

                                      -37-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE

/s/  Yoan Roth
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Hudson Bay Fund LP
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        310,500
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,500,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -38-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Leslie Elliot & Carl Jacobson
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Double U Master Fund
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        104,167
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
       $500,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -39-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE

/s/  Thomas E. Sterling
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Merced Partners Limited Partnership
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        100,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
       $480,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -40-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Thomas E. Sterling
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Tamarack International, Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        100,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
       $480,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -41-
<PAGE>


               STOCK AND WARRANT PURCHASEAGREEMENT SIGNATURE PAGE

/s/  Steven W. Winters
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Gemini Master Fund, Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        100,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
       $480,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -42-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE

/s/  Scott M. Wallace
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Smithfield Fiduciary LLC
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        400,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,920,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -43-

<PAGE>


               STOCK AND WARRANT PURCHASEAGREEMENT SIGNATURE PAGE


/s/  Joshua Silverman
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Iroquois Master Fund Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        600,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $3,168,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -44-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Jonathan Glaser
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

JMG Triton Offshore Fund, Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        410,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,968,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -45-
<PAGE>

               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE

/s/  Jonathan Glaser
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

JMG Capital Partners, LP
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        410,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,968,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -46-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE

/s/  Andrew Pipa
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Morgan Stanley & Co., Inc.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


      4,020,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
    $19,296,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount



                                      -47-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Lars Lehonius
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Morgan Stanley & Co. International
Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        300,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,440,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -48-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Bruce Burnstein
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Omnicom Master Trust
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        250,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,200,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -49-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Daniel W. Pike
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

Pike Capital Partners, LP
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        400,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $1,920,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -50-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Brian H. Davidson
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

SF Capital Partners Ltd.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        430,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
     $2,064,000                           Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -51-
<PAGE>


               STOCK AND WARRANT PURCHASE AGREEMENT SIGNATURE PAGE


/s/  Gerald F. Stahlelcker
-------------------------------------     --------------------------------------
Signature of Investor                     Signature of Co-Investor

RG Capital Management, L.P.
-------------------------------------     --------------------------------------
Name of Investor                          Name of Co-Investor


-------------------------------------     --------------------------------------
Address of Investor                       Address of Co-Investor

-------------------------------------     --------------------------------------
Social Security or Taxpayer               Social Security or Taxpayer
Identification Number of Investor         Identification Number of Co-Investor


        200,000
-------------------------------------
Number of Units Purchased                 American Oriental Bioengineering, Inc.
at $4.80 per Unit
                                          /s/Yanchun Li
                                          --------------------------------------
                                          Name:  Yanchun Li
      $960,000                            Title: Chief Operating Officer
-------------------------------------     Date:  November 28, 2005
Total Purchase Price Amount


                                      -52-
<PAGE>

                                    EXHIBIT A


                      INVESTOR QUALIFICATION QUESTIONNAIRE

                            -INTENTIONALLY OMITTED -

                                      -53-
<PAGE>

                          EXHIBIT B-1, B-2, B-3 AND B-4

  OPINION OF LOEB & LOEB LLP, CHINESE COUNSEL, BVI- COUNSEL AND NEVADA COUNSEL


                            - INTENTIONALLY OMITTED -

                                      -54-
<PAGE>

                                    EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT


            - ATTACHED AS EXHIBIT 10.1 TO THIS FORM 8-K OF WHICH THIS
                            EXHIBIT C FORMS A PART -

                                      -55-
<PAGE>

                                    EXHIBIT D

                                 FORM OF WARRANT


- ATTACHED AS EXHIBIT 4.1 TO THIS FORM 8-K OF WHICH THIS EXHIBIT D FORMS A PART-

                                      -56-