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EXHIBIT 3.2

                     AMERICAN ORIENTAL BIOENGINEERING, INC.
                                    * * * * *
                                     BY-LAWS
                                    * * * * *

                                    ARTICLE I
                                     OFFICES

Section 1. The registered office shall be in 6100 Neil Road, Suite 500, the City
of Reno, Nevada.

Section 2. The corporation may also have offices at such other places both
within and without the State of Nevada as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. TIME AND PLACE. A meeting of stockholders for any purpose
may be held at such time and place within or without the State of Nevada as the
Board of Directors may fix from time to time or as may be fixed by the written
consent of a majority of the stockholders entitled to vote thereat.

         Section 2. ANNUAL MEETING. The annual meeting of stockholders shall be
held at such place, within or without the State of Nevada, as the Board of
Directors may, from time to time, fix. Whenever the Board of Directors shall
fail to fix such place, the meetings shall be held at the principal executive
office of the Corporation. At such meetings Directors shall be elected, reports
of the affairs of the Corporation shall be considered, and any other business
may be transacted as may properly come before the meeting.

         Section 3. NOTICE OF ANNUAL MEETING. Written notice of each annual
meeting shall be given to each stockholder entitled to vote thereat, not less
than ten (10) nor more than sixty (60) days before each annual meeting, and
shall specify the place, the day and hour of such meeting, and shall state other
matters, if any, that may be expressly required by law.

         Section 4. SPECIAL MEETINGS. Special meetings of the stockholders may
be called for any purpose or purposes, unless otherwise prescribed by law or by
the Articles of Incorporation, by the Chairman of the Board or the President,
and shall be called by the President or Secretary at the written request of a
majority of the Board of Directors or of stockholders owning fifty percent (50%)
of the shares of capital stock of the Corporation issued, outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 5. NOTICE OF SPECIAL MEETINGS. Except in special cases where
other express provisions are made by law, notice of such special meetings shall
be given in the same manner as is required for notice of the annual meetings of
stockholders. Notice of any special meeting shall specify in addition to the
place, date and hour of such meeting, the general nature of the business to be
transacted. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

         Section 6. CONDUCT OF BUSINESS. Such person as the Board of Directors
may designate, or, in the absence of such a person, the highest ranking officer
of the Corporation who is present, shall call to order any meeting of the
stockholders and act as chairman of the meeting. The chairman of the meeting
shall determine the order of business and procedure at the meeting.


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         Section 7. LIST OF STOCKHOLDERS. The officer in charge of the stock
ledger of the Corporation or the transfer agent shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting, at
a place within the city where the meeting is to be held, which place, if other
than the place of meeting, shall be specified in the notice of the meeting. The
list shall also be produced and kept at the place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present in
person thereat.

         Section 8. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action. If no record date if fixed, the record date shall be as provided by law.

         Section 9. QUORUM. The presence in person or representation by proxy of
the holders of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote shall be necessary to, and shall
constitute a quorum for, the transaction of business at all meetings of the
stockholders, except as otherwise provided by law or by the Articles of
Incorporation. The stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders, to leave less than a
quorum.

         Section 10. ADJOURNMENTS. Any stockholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in the absence of a quorum, no other
business may be transacted at the meeting. Notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote thereat if the
adjournment is for more than thirty (30) days, or if, after the adjournment, a
new record date is fixed for the adjourned meeting. Except as provided above, if
the time and place of the adjourned meeting are announced at the meeting at
which the adjournment is taken, no further notice of the adjourned meeting need
be given. The adjourned meeting may transact any business which could properly
be considered at the original meeting. If a quorum is present at the original
meeting, it is not necessary for the transaction of business that a quorum be
present at the adjourned meeting.

         Section 11.  VOTING.

         a. At any meeting of stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Articles of Incorporation, each stockholder of record
shall be entitled to one vote for each share of capital stock registered in his
name on the books of the Corporation.

         b. All elections shall be determined by a majority vote, and, except as
otherwise provided by law or the Articles of Incorporation, all other matters
shall be determined by a majority vote of the shares present in person or
represented by proxy and voting on such other matters.

         c. All voting, except on the election of directors, may be by show of
hands (or voice if such meeting is pursuant to Section 14 below) or by ballot,
provided, however, that upon demand therefor by a stockholder entitled to vote
or by his proxy, a ballot vote shall be taken.

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         Section 12. ACTION BY CONSENT. Any action required or permitted by law
or by the Articles of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice, and without a vote, if a
written consent, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present or represented by proxy and
voted. Such written consent shall be filed with the minutes of the meetings of
stockholders. Prompt notice of the taking of corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing thereto.

         Section 13. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent, and filed with the Secretary of the Corporation; provided, that no such
proxy shall be valid after the expiration of three (3) years from the date of
its execution, unless the person executing it specifies therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

         Section 14. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATION EQUIPMENT.
Stockholders may participate in a meeting by means of a conference telephone or
similar communications equipment by which all stockholders participating in the
meeting can hear and be heard by each other. To the extent permitted by law,
with respect to the relevant meeting, such participation in a meeting by
telephonic or similar equipment shall constitute presence in person within the
United States (regardless of the location from where the communication
originates) by a stockholder.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. NUMBER AND TENURE. The number of directors that shall be
neither more than fifteen (15) nor fewer than one (1). The number may be
increased and/or decreased from time to time by the Board of Directors and the
stockholders within the limits permitted above, by the Articles of Incorporation
and the law. The Directors shall be elected at the annual meeting or a special
meeting of stockholders, except as provided in Section 2 of this Article, and
each Director shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

         Section 2. VACANCIES. All vacancies, including those caused by an
increase in the number of directors, may be filled by a majority of the
remaining directors though less than a quorum. When one or more directors shall
give notice of his or their resignation to the board, effective at a future
date, the board shall have power to fill such vacancy or vacancies to take
effect when such resignation or resignations shall become effective, each
director so appointed to hold office during the remainder of the term of office
of the resigning director or directors.

         Section 3. REMOVAL OR RESIGNATION. Except as otherwise provided by law
or the Articles of Incorporation, any Director or the entire Board of Directors
may be removed, with or without cause, by not less than two-thirds of the voting
power of the issued and outstanding stock entitled to voting power then entitled
to vote at an election of Directors. Any Director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, the resignation shall take effect upon
delivery to the Board of Directors or the designated officer. It shall not be
necessary for a resignation to be accepted before it becomes effective.

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          Section 4. POWERS. The business and affairs of the Corporation shall
be managed by or under the direction of its Board of Directors which shall
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Articles of Incorporation or by these by-laws
directed or required to be exercised or done by the stockholders. Without
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the Directors shall have the following powers, to
wit:

         FIRST: To select and remove all the other officers, agents and
employees of the Corporation, prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation, or with these
by-laws, fix their compensation and require from them security for faithful
service.

         SECOND: To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefore not inconsistent
with law, the Articles of Incorporation or these by-laws, as they may deem best.

         THIRD: To change from time to time the registered office of the
Corporation from one location to another within Nevada as provided in Article I,
Section 1 hereof; to fix and locate from time to time one or more subsidiary
offices of the Corporation within or without the State of Nevada, as provided in
Article I, Section 2, hereof; to designate any place within or without the State
of Nevada for the holding of any stockholders' meeting or meetings; and to
adopt, make and use a corporate seal, and to prescribe the form of certificates
of stock and to alter the form of such seal and of such certificates from time
to time, as in their judgment they may deem best, provided such seal and such
certificates shall at all times comply with the provisions of law.

         FOURTH: To authorize the issuance of authorized shares of stock of the
Corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts or
securities cancelled, or tangible or intangible property actually received, or
in the case of shares issued as a dividend, against amounts transferred from
surplus to stated capital.

         FIFTH: To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidence of debt and securities therefor.

         SIXTH. To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine.

         SEVENTH. To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plan and such insurance, retirement or other benefit
plan for directors, officers and agents of the Corporation and its subsidiaries
as it may determine.

         Section 5. REGULAR ANNUAL MEETINGS. The first meeting of each newly
elected Board of Directors shall be held immediately following the adjournment
of the annual meeting of stockholders and at the place thereof (unless same is
not in the United States). No notice of such meeting shall be necessary to the
Directors in order to constitute the meeting legally. In the event such meeting
is not so held, the meeting may be held at such time and place within the United
States as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.

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         Section 6. REGULAR MEETINGS. The Board of Directors of the Corporation
or any committee thereof may hold regular meetings either within or without the
State of Nevada. Regular meetings of the Board of Directors may be held without
notice at such time and at such place within the United States as shall from
time to time be determined by the Board of Directors.

         Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
or any committee thereof may be called by the Chairman of the Board or the
President, and the President or the Secretary shall call a special meeting upon
request of one (1) Director or upon the request of stockholders holding not less
than fifty percent (50%) of the voting power of the Corporation. If given
personally, by facsimile, telephone or by telegram, the notice shall be given at
least the day prior to the meeting. Notice may be given by mail if it is mailed
at least three (3) days before the meeting. The notice need not specify the
business to be transacted. All of such meeting shall take place within the
United States.

         Section 8. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATION EQUIPMENT.
The Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment by which all Directors
participating in the meeting can hear and be heard by each other. To the extent
permitted by law, with respect to the relevant meeting, such participation in a
meeting by telephonic or similar equipment shall constitute presence in person
within the United States (regardless of the location from where the
communication originates) by a Director.

         Section 9. QUORUM. At meetings of the Board of Directors, a majority of
the Directors at that time in office shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
articles of incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 10. COMPENSATION. The Directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director, as may from time to time be determined by the Board of Directors. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of any committees
may be allowed like reimbursement and compensation for attending committee
meetings.

         Section 11. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting if a written consent to such action
is signed by all members of the Board of Directors or of any committee of the
Board of Directors, as the case may be, and such written consent is filed with
the minutes of its proceedings.

         Section 12. COMMITTEES. By resolution of the Board of Directors, the
Board of Directors shall have the authority to form any committees for whatever
purpose. A committee may consist of as few as one member. A committee may
exercise all the powers of the Board of Directors except as prohibited by law.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors may provide that a committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership or merger. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.

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                                   ARTICLE IV
                                    OFFICERS

         Section 1. OFFICERS. The Officers of the Corporation shall be a
President and a Secretary. The Corporation may also have, at the discretion of
the Board of Directors, one Chief Executive Officer, one or more Vice
Presidents, one Chief Financial Officer, one or more Treasurers, one or more
Assistant Secretaries, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. One person may hold two or
more offices. All Officers shall exercise the powers and perform the duties as
set forth in these by-laws or as shall from time to time be determined by the
Board of Directors.

         Section 2. ELECTION. The Officers of the Corporation, except such
Officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the Board of Directors,
and each shall hold his office until he shall resign or shall be removed or
disqualified to serve, or his successor shall be elected and qualified.

         Section 3. SUBORDINATE OFFICER, ETC. The Board of Directors may appoint
such other Officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the By-laws or as the Board of Directors from time to time
determine.

         Section 4. REMOVAL AND RESIGNATION. Any Officer may be removed, either
with or without cause, by a majority of the Directors at the time in office, at
any annual regular or special meeting of the Board, or by an Officer upon whom
such power of removal may be conferred by the Board of Directors.

         Any Officer may resign at any time by giving written notice to the
Board of Directors, to the President, or to the Secretary of the Corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or any later time specified therein; the acceptance of such resignation shall
not be necessary to make it effective.

         Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed by the by-laws for regular appointments to such office.

         Section 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer,
subject to the control of the Board of Directors, shall have general
supervision, direction and control of the business and subordinate Officers of
the Corporation. He shall have the general powers and full duties of management
usually vested in the office of the Chief Executive Officer of a corporation,
including, but not limited to, the power in the name of the Corporation and on
its behalf to execute any and all stock certificates, deeds, mortgages,
contracts, agreements, and other instruments in writing, and shall have such
other powers and duties as may be prescribed by the Board of Directors or the
by-laws.

         Section 7. PRESIDENT. The President shall, subject to the control of
the Board of Directors, have general supervision, direction and control of the
business and subordinate Officers of the Corporation. He shall have the general
powers and full duties of management usually vested in the office of the
President of a corporation, including, but not limited to, the power in the name
of the Corporation and on its behalf to execute any and all stock certificates,
deeds, mortgages, contracts, agreements, and other instruments in writing, and
shall have such other powers and duties as may be prescribed by the Board of
Directors or the By-laws.

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         Section 8. VICE PRESIDENT. Each Vice President, if any, shall perform
such duties as the Board of Directors shall prescribe. In the absence of the
President or in the event of his inability or refusal to act, the Vice President
designated by the Board of Directors shall perform the duties and exercise the
powers of the President.

         Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a
book of Minutes at such place as the Board of Directors may order, of all
meetings of Directors and stockholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at Directors' meetings, and the number of
shares present or represented at stockholders' meetings and the proceedings
thereof.

         The Secretary shall keep or cause to be kept, at such place as the
Board of Directors may order, a share register, or a duplicate share register,
showing the names of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the Board of Directors required by the
By-laws or by law to be given, and he shall keep the seal of the Corporation in
safe custody and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the by-laws.

         Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall,
subject to the control of the Board of Directors, the President and Chief
Executive Officer, if any, have general supervision, direction and control of
the finances of the corporation and shall have the general powers and full
duties of management usually vested in the office of the Chief Financial Officer
of a corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or the By-laws.

         Section 11. TREASURER. Subject to the power and responsibilities vested
in the Chief Financial Officer, if any, the Treasurer shall keep and maintain or
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation. The books of account shall be open
to inspection by any Director at all reasonable items. The Treasurer shall
deposit all monies and other valuables in the name of and to the credit of the
Corporation with such depositories as may be designated by the Board of
Directors, and he shall render to the President and Directors whenever they
request it an account of all transactions and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the Bylaws.

         Section 10. ASSISTANT SECRETARY. During the absence or disability of
the Secretary, or as directed by the Board of Directors, the Assistant Secretary
shall have all the powers and functions of the Secretary.

         Section 11. COMPENSATION. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving a salary because he is also a Director
of the Corporation.

                                    ARTICLE V
                AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

         Section 1. AFFILIATED TRANSACTIONS. No contract or transaction between
the Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or Officers are Directors or
Officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the Director or Officer is present at or participates
in the meeting of the Board of Directors or committee thereof that authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:

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         a. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorized
the contract or transaction by the affirmative vote of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or

         b. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by the vote of the stockholders; or

         c. The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved, or ratified by the Board of Directors, a
committee thereof, or the stockholders.

         Section 2. DETERMINING QUORUM. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorized the contract or
transaction.

                                   ARTICLE VI
                  LIABILITY TO CORPORATION AND INDEMNIFICATION

         Section 1. LIABILITY TO CORPORATION. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a Director or Officer of the Corporation in
good faith, if such person (i) exercised or used the same degree of diligence,
care, and skill as an ordinarily prudent man would have exercised or used under
the circumstances in the conduct of his own affairs, or (ii) took, or omitted to
take, such action in reliance upon advice of counsel for the Corporation, or
upon statements made or information furnished by Officers or employees of the
Corporation which he had reasonable grounds to believe to be true, or upon a
financial statement of the Corporation provided by a person in charge of its
accounts or certified by a public accountant or a firm of public accountants.

         Section 2. INDEMNIFICATION. The Corporation shall indemnify its
Officers and Directors to the greatest extent permitted by the laws of Nevada.

                                   ARTICLE VII
                              CERTIFICATES OF STOCK

         Section 1.  FORM AND SIGNATURE

         a. Every stockholder shall be entitled to have a certificate, signed by
the President or the Chairman of the Board or a Vice President and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation.
Whenever any certificate is countersigned or otherwise authenticated by a
transfer agent or transfer clerk, and by a registrar, then a facsimile of the
signatures of the officers or agents of the corporation may be printed or
lithographed upon such certificate in lieu of the actual signatures. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of

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death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be an officer or officers of such corporation.

         b. All stock certificates representing shares of capital stock that are
subject to restrictions on transfer or to other restrictions may have imprinted
thereon any notation to that effect determined by the Board of Directors.

         Section 2. REGISTRATION OF TRANSFER. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, the Corporation or its transfer agent shall issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.

         Section 3.  REGISTERED STOCKHOLDERS.

         a. Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its capital stock to receive dividends or other
distributions and to vote or consent as such owner, and, in the case of stock
not paid in full, to hold liable for calls and assessments any person who is
registered on its books as the owner of shares of its capital stock. The
Corporation shall not be bound to recognize any equitable or legal claim to, or
interest in, such shares on the part of any other person.

         b. If a stockholder desires that notices and/or dividends be sent to a
name or address other than the name or address appearing on the stock ledger
maintained by the Corporation, or its transfer agent or registrar, if any, the
stockholder shall have the duty to notify the Corporation, or its transfer agent
or registrar, if any, in writing of his desire and specify the alternate name or
address to be used.

         Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may direct that a new certificate be issued to replace any certificate
theretofore issued by the Corporation that, it is claimed, has been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing the issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require, to
give the Corporation a bond in such sum, or other security in such form, as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen,
or destroyed, and to accept such other terms and conditions as the Board of
Directors may require.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         Section 1. DIVIDENDS. Subject to the provisions of law and the Articles
of Incorporation, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors and may be paid in cash,
in property, or in shares of the Corporation's capital stock.

         Section 2. RESERVES. The Board of Directors shall have full power,
subject to the provisions of law and the Articles of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the stockholders
of the Corporation. The Board of Directors, in its sole discretion, may fix a
sum that may be set aside or reserved over and above the paid-in capital of the
Corporation as a reserve for any proper purpose, and may, from time to time,
increase, diminish, or vary such amount.

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         Section 3. FISCAL YEAR. The fiscal year of the corporation initially
shall terminate at the end of a calendar year, and subsequently shall be
determined from time to time by the Board of Directors.

         Section 4. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation, and the words "Corporate
Seal" and " Nevada".

         Section 5. CORPORATE RECORDS. The Corporation may keep its stock
ledger, books of account and minutes of proceedings of the stockholders, the
Board of Directors and the committees of the Board of Directors, either within
or without the State of Nevada, as the Board of Directors may from time to time
determine.

         Section 6. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the Corporation, shall be signed or endorsed by such person or
persons in such manner as, from time to time, shall be determined by resolution
of the Board of Directors.

         Section 7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman
of the Board, President, Secretary and Treasurer of the Corporation are each
authorized to vote, represent and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted to said
officers to vote or represent on behalf of the Corporation any and all shares
held by the Corporation in any other corporation or corporations may be
exercised either by such officers in person or by any person authorized to do so
by proxy or power of attorney duly executed by said officers.

         Section 8. NOTICE. Whenever, under the provisions of law or of the
Articles of Incorporation or of these by-laws, notice is required to be given to
any director, stockholder, officer or agent, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such person, at his address as it appears on the records of the corporation,
with the requisite postage thereon prepaid, or by telegram or facsimile (to the
telex or facsimile number appearing on the records of the corporation, as
applicable) and such notice shall be deemed to be given at the time when the
same shall be deposited in the United States mail, delivered to the telegraph
office, or upon receipt of confirmation of delivery of such fax is received, as
the case may be. Notice to directors may also be given by telephone. Whenever
any notice is required to be given under the provisions of law or the Articles
of Incorporation or of these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 1. POWER OF STOCKHOLDERS. New By-laws may be adopted, or these
By-laws may be amended or repealed, by the majority vote of the outstanding
shares of the Corporation, or by the written consent of the holders of such
shares.

         Section 2. POWER OF DIRECTORS. The Directors may amend these By-laws by
majority vote.

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I, THE UNDERSIGNED, being the secretary of AMERICAN ORIENTAL BIOENGINEERING,
INC., DO HEREBY CERTIFY the foregoing to be the By-laws of said corporation, as
adopted at a meeting of the directors held on the 7th day of May, 2002.

                                                             ------------------
                                                                    , Secretary

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