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                                                                      EXHIBIT 14

                              AMENDED AND RESTATED
                                CODE OF ETHICS OF
                     AMERICAN ORIENTAL BIOENGINEERING, INC.
                 APPLICABLE TO DIRECTORS, OFFICERS AND EMPLOYEES

To promote the ethical conduct and integrity generally of the company, and to
promote accurate, fair and timely reporting of our company's financial results
and condition and other information we release to the public market and include
in reports we file with the SEC, all directors, officers and employees of the
company are bound by the following Code of Ethics, under which each agrees that
he or she shall:

         o        Act with honesty and integrity, avoiding actual or apparent
                  conflicts of interest in personal and professional
                  relationships, including disclosure to the Chairperson of the
                  Audit Committee of any material transaction or relationship
                  that reasonably could be expected to give rise to such a
                  conflict.

         o        Be prohibited from: personally taking advantage of business
                  opportunities that are discovered through the use of corporate
                  property, information or his or her position with the company;
                  using corporate property, information or his or her position
                  for personal gain; or competing against the company while an
                  employee.

         o        Provide information within the scope of his or her duties in a
                  manner which promotes full, fair, accurate, timely and
                  understandable disclosure in reports and documents that the
                  company files with, or submits to, government agencies and in
                  the company's other public communications.

         o        Comply with rules and regulations of foreign, federal, state,
                  provincial and local governments, and other appropriate
                  private and public regulatory agencies, including insider
                  trading laws.

         o        Act in good faith, responsibly, with due care, competence and
                  diligence, without misrepresenting material facts or allowing
                  one's independent judgment to be subordinated.

         o        Deal fairly with the company's customers, suppliers,
                  competitors and employees, and not take unfair advantage of
                  anyone through manipulation, concealment, abuse of privileged
                  information, misrepresentation of material facts, or any other
                  unfair dealings.

         o        Respect the confidentiality of information acquired in the
                  course of one's work except when authorized or otherwise
                  legally obligated to disclose it, and not use confidential
                  information acquired in the course of one's work for personal
                  advantage.

         o        Proactively promote and be an example of ethical behavior.


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         o        Achieve responsible use of and control over all assets and
                  resources employed or entrusted.

         o        Promptly report to the Chairperson of the Audit Committee any
                  conduct that the individual believes to be or would give rise
                  to a violation of law or business ethics or of any provision
                  of this Code of Ethics or the company's general Code of
                  Conduct.

It is against the company's policy to retaliate against any employee for good
faith reporting of violations of this Code. Violations of this Code of Ethics,
including failures to report potential violations by others, will be viewed as a
severe disciplinary matter that may result in personnel action, including
termination of employment. Any waiver of this Code for executive officers or
directors may be made only by the board of directors or an authorized committee
of the board of directors and must be promptly disclosed to stockholders.

If you believe that a violation of the Code of Ethics has occurred, please
contact the Chairperson of the Audit Committee.


Dated:   November 9, 2006