SC 13D

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                         Meditech Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $0.001 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    584913305
                                    ---------
                                 (CUSIP Number)

                                     Deli Du
                             c/o James M. Rae, Esq.
                      Stairs Dillenbeck Finley, 29th Floor
                               330 Madison Avenue
                               Tel. (212) 697 2700
- --------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                     and Communications) - with copies to -

                               James M. Rae, Esq.
                            Stairs Dillenbeck Finley
                         330 Madison Avenue, 29th Floor
                               New York, NY 10017

                                 March 31, 2005
                      -------------------------------------
             (Date of Event which Requires Filing of this Statement)




If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. []

Note: Schedules filed in paper format shall include a SIGNED ORIGINAL AND FIVE
COPIES of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 584913 30 5

(1)  Names of reporting persons: Deli DU
I.R.S. Identification Nos. of above persons
(entities only).
(2) Check the appropriate box if a member of a group                    (a)

(see instructions)
                                                                        (b)X

(3) SEC use only.
(4) Source of funds (see instructions). PF
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e). N/A
(6) Citizenship or place of organization. The People's Republic of China Number
of shares beneficially owned by each reporting person with:
(7) Sole voting power. 18,879,747 shares
(8) Shared voting power. N/A
(9) Sole dispositive power. 18,879,747
(10) Shared dispositive power. N/A
(11) Aggregate amount beneficially owned by each reporting person.
18,879,747 shs.
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions). N/A                                                 X
(13) Percent of class represented by amount in Row (11). 51.2%
(14) Type of reporting person (see instructions). IN




CUSIP No. 584913 30 5

(1)  Names of reporting persons: Qian WANG
I.R.S. Identification Nos. of above persons
(entities only).
(2) Check the appropriate box if a member of a group                    (a)

(see instructions)
                                                                        (b)X
(3) SEC use only.
(4) Source of funds (see instructions). PF
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e). N/A
(6) Citizenship or place of organization. The People's Republic of China Number
of shares beneficially owned by each reporting person with:
(7) Sole voting power. 1,440,000 shares
(8) Shared voting power. N/A
(9) Sole dispositive power. 1,440,000 shares
(10) Shared dispositive power. N/A
(11) Aggregate amount beneficially owned by each reporting person. 1,440,000
shs.
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions). N/A
(13) Percent of class represented by amount in Row (11). 3.9%
(14) Type of reporting person (see instructions). IN





CUSIP No. 584913 30 5

(1)  Names of reporting persons: Yunchun WANG
I.R.S. Identification Nos. of above persons
(entities only).
(2) Check the appropriate box if a member of a group                    (a)

(see instructions)
                                                                        (b)X
(3) SEC use only.
(4) Source of funds (see instructions). PF
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e). N/A
(6) Citizenship or place of organization. The People's Republic of China Number
of shares beneficially owned by each reporting person with:
(7) Sole voting power. 1,920,000 shares
(8) Shared voting power. N/A
(9) Sole dispositive power. 1,920,000 shares
(10) Shared dispositive power. N/A
(11) Aggregate amount beneficially owned by each reporting person.
1,920,000 shs.
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented by amount in Row (11). 5.2%
(14) Type of reporting person (see instructions). IN




CUSIP No. 584913 30 5

(1)  Names of reporting persons: Yousu LIN
I.R.S. Identification Nos. of above persons
(entities only).
(2) Check the appropriate box if a member of a group                    (a)

(see instructions)
                                                                        (b)X
(3) SEC use only.
(4) Source of funds (see instructions). PF
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e). N/A
(6) Citizenship or place of organization. The People's Republic of China Number
of shares beneficially owned by each reporting person with:
(7) Sole voting power. 1,440,000 shares
(8) Shared voting power. N/A
(9) Sole dispositive power. 1,440,000 shares
(10) Shared dispositive power. N/A
(11) Aggregate amount beneficially owned by each reporting person.
1,440,000 shs.
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented by amount in Row (11). 3.9%
(14) Type of reporting person (see instructions). IN




CUSIP No. 584913 30 5

(1)  Names of reporting persons: DELI SOLAR HOLDING LTD.
I.R.S. Identification Nos. of above persons
(entities only).
(2) Check the appropriate box if a member of a group                    (a)

(see instructions)
                                                                        (b)X
(3) SEC use only.
(4) Source of funds (see instructions). WC
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e). N/A
(6) Citizenship or place of organization. THE BRITSH VIRGIN ISLANDS Number of
shares beneficially owned by each reporting person with:
(7) Sole voting power. None
(8) Shared voting power. None
(9) Sole dispositive power. 320,253 shares
(10) Shared dispositive power. None
(11) Aggregate amount beneficially owned by each reporting person. 320,253 shs.
(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions).
(13) Percent of class represented by amount in Row (11). 0.1%
(14) Type of reporting person (see instructions). CO





Schedule 13D
- ------------

This Statement on Schedule 13D("Statement")relates to the common stock (par
value $0.001 each)(the "Common Stock"), of Meditech Parmaceuticals, Inc., a
Nevada corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 558 Lime Rock Road, Lime Rock CT 06039.
- --------------------------------------------------------------------------------
Item 1.  Security and Issuer.

Security:         Common Stock, $0.001 par value.
Issuer:           Meditech Pharmaceuticals, Inc.
                  558 Lime Rock Road, Lime Rock CT 06039
- --------------------------------------------------------------------------------
Item 2.  Identity and Background.

(a)  This Statement is jointly filed by Deli Solar Holding Ltd., a corporation
organized under the laws of the British Virgin Islands ("Deli (BVI)"), Deli DU
("Mr. Du"), Yousu LIN ("Dr. Lin"), Yunchun WANG ("Dr. Y. Wang") and Qian WANG
("Dr. Q. Wang"), (collectively the "Reporting Persons")

(b)  The business address of Deli Solar Holding Ltd. and Mr. Du is c/o Deli
Solar Energy Heating Co. Ltd., Bazhou City, South Beijing Development Zone, P.
R. China 065700; the address of Dr. Y. Wang is Room 2-202, Building 111, Nanhu,
Zhongyuan; the address of Dr. Q. Wang is Room 120-9-301, Wangjing Hua Yuan,
Chaoyang District, Beijing, P. R. China; and the address of Dr. Lin is 88 St.
Johns Avenue, Gordon NSW, Australia 2072.

(c)  (i) Mr. Du is Chairman and CEO of Deli Solar Energy Heating Co. Ltd., a
company duly organized and registered with the Bazhou Bureau of Industry and
Commerce in The People's Republic of China ("PRC") engaged in the manufacture
and sale of water heaters and boilers in the PRC, founded by Mr. DU in 1997
("Deli Solar (PRC)"). As of March 31, 2005, Deli Solar (PRC) became an indirect
wholly-owned subsidiary of Issuer, a holding company in which he is its
President and CEO.

     (ii) Dr. Lin is a Director of Greenstone Investment and Consultants Co.
Ltd., RmC2-1201, Sunshine Plaza, 68 An Li Road, Chao Yang District Beijing, PRC
100101.

     (ii) Dr. Q. Wang is a Director of Greenstone Investment and Consultants Co.
Ltd., RmC2-1201, Sunshine Plaza, 68 An Li Road, Chao Yang, District Beijing, PRC
100101.

     (iii) Dr Y. Wang is Chief Representative and Financial Analyst for
Greenstone Investment and Consultants Co. Ltd., Rm2C2-1201, Sunshine Plaza, 68
An Li road, Chao Yang District, Beijing, PRC 100101

(d)  During the past five (5) years none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)  During the past five (5) years none of the Reporting Persons has been a
party to any civil proceeding as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

(f)  Mr. DU, Dr. Lin, Dr. Y. Wang and Dr. Q. Wang are citizens of The People's
Republic of China.



Item 3.  Source and Amount of Funds or Other Consideration.

Until March 31, 2005, Mr. Du, Dr. Lin, Dr. Y. Wang and Dr. Q Wang had owned of
record and beneficially eighty percent (80%), six percent (6%), eight percent
(8%) and six percent (6%), respectively, of the issued and outstanding share
capital of Deli (BVI), which in turn owned and continues to own all the
outstanding equity of Deli Solar (PRC). As of March 31, 2005, these individual
Reporting Persons exchanged their equity holdings in Deli (BVI) for 24,425,84
shares of the common stock of Issuer; and of those shares, effective of the same
date, they simultaneously transferred a total of 728,037 shares to third parties
for services rendered. On March 31, 2005, Mr. Du, acting on behalf of Deli
(BVI), also bought record ownership of 320,253 shares of Issuer's common stock
for $500,000 with funds provided by Deli (BVI).

Item 4.  Purpose of Transaction.

(a)On March 31, 2005, simultaneously with the Reporting Persons' acquisition of
Issuer's shares, the Issuer sold to a group of private accredited investors
("Investors")a total of 9,853,470 shares of its common stock (par value $0.001
each), with warrants attached (to acquire 8 shares for every ten (10) shares
purchased at $0.642 per share), for a total consideration of $5,748,015. The
Issuer plans to use these funds for the working capital needs and expansion of
its subsidiary Deli Solar (PRC). Following the exchange of shares of Deli (BVI)
by the individual Reporting Persons, and the sale of Issuer's shares of common
stock to the Investors, the Reporting Persons held 65.1% of the record and
beneficial ownership of Issuer's common stock.

(b) The Issuer has taken action (described in a recently filed SEC Form 8-K) to
authorize divestiture of its wholly-owned subsidiary, East West Distributors,
Inc. by making a distribution of that subsidiary's stock to Issuer's
shareholders of record as of February 17, 2005. In that manner the Issuer shall
have "spun off" what remains of its pharmaceutical business.

(c) N/A

(d) Upon the change of control of Issuer on March 31, 2005, with the exception
of Mr. Kevin Halter, Jr. the existing directors resigned, as did the incumbent
officers. Mr. John D. Kuhns, president of the investment firm of Kuhns Brothers,
Inc., became a second director and Mr. Du was appointed President and CEO. Mr.
Jianmin Li, CFO of Deli (PRC), was appointed Secretary/Treasurer and CFO of
Issuer. It is anticipated that after a proper ten days' notice has been given to
the shareholders of the event, Mr. Halter will resign as director and at least
two (2) additional directors will then be appointed - one selected by Mr. Du and
another by the Investors.

(e) As of March 31, 2005, the capitalization of the Issuer has been increased by
investment of $5,748,015 by the Investors.

(f) There is no contemplated future change in the Issuer's corporate structure,
other than a planned reverse 1:6 reverse split of the Issuer's common stock.

(g) There is no change contemplated in the Issuer's charter or bylaws which may
impede the acquisition of control of the Issuer by any person.

(h)(i) There is no contemplated action to cause any of Issuer's securities to be
delisted from a national securities exchange or cease to be quoted in an
inter-dealer quotation system of any registered national securities association,
or to cause a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.



Item 5.     Interest in Securities of the Issuer.

(a)  (i) As of the date of this Statement, Deli (BVI) is the beneficial owner of
320,253 shares of Issuer's common stock, constituting 0.1% of the outstanding
shares of that class.
     (ii) As of the date of this Statement, Mr. Du is the beneficial owner of
18,879,747 shares of Issuer's common stock, constituting 52.1% of the
outstanding shares of that class.
     (iii) As of the date of this Statement, Dr. Q. Wang is the beneficial owner
of 1,440,000 shares of Issuer's common stock, constituting 3.9% of the
outstanding shares of that class.
     (iv) As of the date of this Statement, Dr. Y. Wang is the beneficial owner
of 1,920,000 shares of Issuer's common stock, constituting 5.2% of the
outstanding shares of that class.
     (v) As of the date of this Statement, Dr. Lin is the beneficial owner of
1,440,000 shares of Issuer's common stock, constituting 3.9% of the outstanding
shares of that class.
     (vi) As of the date of this Statement, the Reporting Persons as a group
within the meaning of section 13(d)(3) of the Act held beneficial ownership of
24,018,000 shares of the Issuer's common stock, constituting 65.1% of the
outstanding shares of that class.

(b)  (i) As of the date of this Statement, Deli (BVI) has the sole power to
direct the vote of 320,253 shares of Issuer's shares of common stock and sole
power to direct the disposition of that number of Issuer's shares of common
stock.
     (ii) As of the date of this Statement, Mr. Du has the sole power to vote
and dispose of 18,879,747 shares of Issuer's common stock.
     (iii) As of the date of this Statement, Dr. Y. Wang has the sole power to
vote and dispose of 1,920,000 shares of Issuer's common stock.
     (iv) As of the date of this Statement, Dr. Q. Wang has the sole power to
vote and dispose of 1,440,000 shares of Issuer's common stock.
     (v) As of the date of this Statement, Dr. Lin has the sole power to vote
and dispose of 1,440,000 share of Issuer's common stock.

(c)  (i) As of March 31, 2005, simultaneously with his exchange of shares of
capital stock of Deli (BVI) for shares of common stock of Issuer, Mr. Du
transferred 582,340 shares of Issuer's commons stock to financial advisors for
services rendered, netting him 18,879,747 shares of Issuer's common stock in the
overall transaction.
     (ii) As of March 31, 2005, simultaneously with his exchange of shares of
capital stock of Deli (BVI) for shares of common stock of Issuer Dr. Lin
transferred 43,682 shares of common stock of Issuer to financial advisors for
services rendered, netting him 1,440,000 shares of Issuer's common stock in the
overall transaction.
     (iii) As of March 31, 2005, simultaneously with his exchange of shares of
capital stock of Deli (BVI) for shares of common stock of Issuer Dr. Y. Wang
transferred 58,243 shares of common stock of Issuer to financial advisors for
services rendered, netting him 1,920,000 of Issuer's common stock in the overall
transaction.
     (iv) As of March 31, 2005, simultaneously with his exchange of shares of
capital stock of Deli (BVI) for shares of common stock of Issuer Dr. Q. Wang
transferred 43,682 shares of common stock of Issuer to financial advisors for
services rendered, netting him 1,440,000 of Issuer's common stock.

(d) N/A

(e) N/A



Item 6. Contacts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.

     Each of the individual Reporting Persons had an understanding to cause the
transfer of the shares of Issuer common stock to certain finder's in the amounts
referenced in Item 5(c) above contingent upon the referenced exchange of shares
of stock of Deli (BVI) for shares of Issuer's common stock. These transfers took
place as of March 31, 2005 simultaneously with the exchange by Reporting Persons
for Issuer's shares of common stock and the investment by the Investors. (See
Item 4(a) above.)


Item 7. Material to be filed as Exhibits.

     (a) Stock Contribution Agreement dated as of March 30, 2005, by and between
Issuer and Mr Du, filed as Exhibit A.

     (b) Stock Purchase Agreement dated as of March 30, 2005, by an among Halter
Capital Corporation, Mr. Du and the Issuer, filed as Exhibit B.

                                   SIGNATURES

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.


Date: April 18, 2005               Deli Solar Holding Ltd.

                                   By /s/James M. Rae
                                      ---------------
                                      James M. Rae, hereunto duly
                                      authorized.

                                   /s/ Deli Du
                                   -----------
                                   By /s/ James M. Rae
                                      ----------------
                                      James M. Rae, hereunto duly
                                      authorized

                                   /s/Yousu Lin
                                   ------------
                                   By /s/ James M. Rae
                                      ----------------
                                      James M. Rae, hereunto duly
                                      authorized

                                   /s/ Yunchun Wang
                                   ----------------
                                   By /s/ James M. Rae
                                      ----------------
                                      James M. Rae, hereunto duly
                                      authorized

                                   /s/ Qian Wang
                                   -------------
                                   By /s/ James M. Rae
                                      ----------------
                                      James M. Rae, hereunto duly
                                      authorized

EX-99.(A)

                                                                       Exhibit A

                          STOCK CONTRIBUTION AGREEMENT

         STOCK CONTRIBUTION AGREEMENT, dated as of March 28, 2005 (this
"Agreement"), by and between MEDITECH PHARMACEUTICALS, INC., a company
incorporated under the laws of the State of Nevada, having an office and address
at 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034 (the "Company"), and DELI
DU, an individual having an address at ________________________________________
("Purchaser").


                               W I T N E S S E T H

         WHEREAS, Purchaser approached the Company's Board of Directors
independently and without solicitation on the part of the Company or anyone
connected with the Company with an offer to purchase control of the Company; and

         WHEREAS, certain representations were made by Purchaser which induced
the Company's Board of Directors to sell a controlling interest to Purchaser by
the issuance of newly issued shares in order to enhance shareholder value; and

         WHEREAS, based upon said representations, the Company's Board of
Directors desire to issue to Purchaser and his Designees (hereinafter defined),
an aggregate of 24,000,000 shares of the Company's common stock (the "Shares"),
representing approximately ____% of the Company's resulting issued and
outstanding shares of the common stock of the Company, on the terms and
conditions set forth in this Stock Purchase Agreement (the "Agreement"); and

         WHEREAS, Purchaser desires to buy the Shares on the terms and
conditions set forth herein.

         NOW, THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows.


                                   ARTICLE 1
                             EXCHANGE OF THE SHARES

         1.1 Issuance of the Shares. Upon the execution of this Agreement,
subject to the terms and conditions herein set forth, on the basis of the
representations, warranties and agreements herein contained, the Company will
issue and deliver the Shares to Purchaser and his Designees who are listed on
attached Schedule A (the "Designees"), who shall purchase the Shares from the
Company.

         1.2 The Closing. The purchase of the Shares shall take place by means
of facsimile exchange of counterpart signature pages between counsel to the
parties, with originally executed documents to be delivered via overnight
delivery, on or before March 30, 2005. Such date is herein referred to as the
"Closing Date".

         1.3 Instruments of Conveyance and Transfer. At the Closing Date, Seller
shall deliver a certificate or certificates representing the Shares to Purchaser
and his Designees, in form and substance satisfactory to Purchaser
("Certificates"), as shall be effective to vest in




Purchaser and his Designees in the amounts set forth on Schedule A all right,
title and interest in and to all of the Shares.

         1.4 Consideration and Payment for the Shares. In consideration for the
Shares, Purchaser shall convey or cause to be conveyed to Seller 100% of the
issued and outstanding stock of Deli Solar Holding, Ltd., a British Virgin
Islands company ("DSH").


                                   ARTICLE 2
           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

         The Company represents, warrants and undertakes to Purchaser the
following::

         2.1 Due Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada (a)
with full power and authority to own, lease, use, and operate its properties and
to carry on its business as and where now owned, leased, used, operated and
conducted. The Company has one subsidiary, East-West Distributors, Inc.
("East-West"). All actions taken by the current directors and stockholders of
the Company have been valid and in accordance with the laws of the State of
Nevada, and all actions taken by the Company have been duly authorized by the
current directors and stockholders of the Company as appropriate.

         2.2  (a) Company Authority. The Company has all requisite corporate
         power and authority to enter into and perform this Agreement and to
         consummate the transactions contemplated herein.

              (b) Due Authorization. The execution, delivery and performance by
         the Company of this Agreement has been duly and validly authorized and
         no further consent or authorization of the Company, its Board of
         Directors or its stockholders is required.

              (c) Valid Execution. This Agreement has been duly executed and
         delivered by the Company.

              (d) Binding Agreement. This Agreement constitutes, and upon
         execution and delivery thereof by the Company, will constitute, a valid
         and binding agreement of the Company, enforceable against the Company
         in accordance with its terms, except as may be limited by applicable
         bankruptcy, insolvency or similar laws affecting creditors' rights
         generally or the availability of equitable remedies.

              (e) No Violation of Corporate Documents or Agreements. The
         execution and delivery of this Agreement by the Company and the
         performance by the parties hereto of their obligations hereunder will
         not cause, constitute, or conflict with or result in (i) any breach or
         violation, or give rise to a right of termination, cancellation or
         acceleration of any obligation or to loss of a material benefit under,
         or to increased, additional, accelerated or guaranteed rights or
         entitlements of any person under any of the provisions of, or
         constitute a default under, any license, indenture, mortgage, charter,
         instrument, articles of incorporation, bylaw, judgment, order,
         decision, writ, injunction, or decree or other agreement or instrument
         or proceeding to which the Company or its stockholders are a party, or
         by which they may be bound, nor will any consents or authorizations of


                                       2



         any party other than those hereto by required, (ii) an event that would
         cause the Company to be liable to any party, or (iii) an event that
         would result in the creation or imposition or any lien, charge or
         encumbrance on any asset of the Company or on the securities of the
         Company to be acquired by Purchaser.

         2.3 Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution.
As of the date hereof, the authorized capital of the Company is 400,000,000
shares of Common Stock, and 25,000,000 shares of preferred stock, both with a
par value of $0.001. The issued and outstanding capital stock of the Company is
2,156,855 shares of Common Stock and no shares of preferred stock. All of the
shares of capital stock are duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Company are subject to
preemptive rights or similar rights of the stockholders of the Company or any
liens or encumbrances imposed through the actions or failure to act of the
Company, or otherwise. As of the date hereof, except as set forth in the
Disclosure Schedule, (i) there are no outstanding options, warrants, convertible
securities, scrip, rights to subscribe for, puts, calls, rights of first
refusal, tag-along agreements, nor any other agreements, understandings, claims
or other commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of capital
stock of the Company, or arrangements by which the Company is or may become
bound to issue additional shares of capital stock of the Company, and (ii) there
are no agreements or arrangements under which the Company is obligated to
register the sale of any of its securities under the Securities Act and (iii)
there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in the Company's articles of incorporation or
by-laws or in any agreement providing rights to security holders) that will be
triggered by the transactions contemplated by this Agreement. The Company has
furnished to Purchaser true and correct copies of the Company's articles of
incorporation and by-laws.

         2.4 No Governmental Action Required. The execution and delivery by the
Company of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official,
including but not limited to, the Securities and Exchange Commission ("SEC"),
the National Association of Securities Dealers, Inc. ("NASD"), and any state
securities commission, except such actions or filings that have been undertaken
or made prior to the date hereof and that will be in full force and effect (or
as to which all applicable waiting periods have expired) on and as of the date
hereof or which are not required to be filed on or prior to the Closing Date.

         2.5 Compliance with Applicable Law and Corporate Documents. The
execution and delivery by the Company of this Agreement and the performance by
the parties hereto of the transactions contemplated hereby does not and will not
contravene or constitute a default under or violation of (i) any provision of
applicable law or regulation, (ii) the Company's articles of incorporation or
bylaws, or (iii) any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or any its assets, or result in the creation
or imposition of any lien on any asset of the Company. The Company is in
compliance with and conforms to all statutes, laws, ordinances, rules,
regulations, orders, restrictions and all other legal requirements of any
domestic or foreign government or any instrumentality thereof having
jurisdiction over the conduct of its businesses or the ownership of its
properties.

                                       3


         2.6 SEC Reports. Through the date hereof, the Company has filed all
forms, reports and documents with the Commission required to be filed by it
pursuant to Sections 12 and 13 of the Securities Exchange Act of 1934 ("SEC
Reports"). True and complete copies of the required SEC Reports have been made
available to Purchaser. Such SEC Reports, at the time filed, complied in all
material respects with the requirements of the federal and state securities laws
and the rules and regulations of the Commission thereunder applicable to such
SEC Reports. None of the SEC Reports, including without limitation, any
financial statements or schedules included therein, contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
they were made, not misleading.

         2.7 Financial Statements.

              (a) Purchaser has received a copy of the audited financial
         statements of the Company for the fiscal year ended May 31, 2004 and
         the unaudited six months ended November 30, 2004 ("Financial
         Statements"), and the related statements of income and retained
         earnings for the period then ended. The Financial Statements have been
         prepared in accordance with generally accepted accounting principles
         consistently followed by the Company throughout the periods indicated.
         Such Financial Statements fairly present the financial condition of the
         Company at the dates indicated and its results of their operations and
         cash flows for the periods then ended and, except as indicated therein,
         reflect all claims against, debts and liabilities of the Company, fixed
         or contingent, and of whatever nature.

              (b) Since November 30, 2004 (the "Balance Sheet Date"), there has
         been no material adverse change in the assets or liabilities, or in the
         business or condition, financial or otherwise, or in the results of
         operations or prospects, of the Company, whether as a result of any
         legislative or regulatory change, revocation of any license or rights
         to do business, fire, explosion, accident, casualty, labor trouble,
         flood, drought, riot, storm, condemnation, act of God, public force or
         otherwise and no material adverse change in the assets or liabilities,
         or in the business or condition, financial or otherwise, or in the
         results of operation or prospects, of the Company, except in the
         ordinary course of business.

              (c) Since the Balance Sheet Date, the Company has not suffered any
         damage, destruction or loss of physical property (whether or not
         covered by insurance) affecting its condition (financial or otherwise)
         or operations (present or prospective), nor has the Company issued,
         sold or otherwise disposed of, or agreed to issue, sell or otherwise
         dispose of, any capital stock or any other security of the Company and
         has not granted or agreed to grant any option, warrant or other right
         to subscribe for or to purchase any capital stock or any other security
         of the Company or has incurred or agreed to incur any indebtedness for
         borrowed money.

         2.8 Litigation. The Company is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending or
threatened governmental investigation. The Company is not subject to or in
default with respect to any order, writ, injunction, or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.


                                       4


         2.9 No Taxes. The Company is not, and will not become with respect to
any periods ending on or prior to the Closing Date, liable for any income,
sales, withholding, franchise, excise, license, real or personal property taxes
(a "Tax") to any foreign, United States federal, state or local governmental
agencies whatsoever. All United States federal, state, county, municipality
local or foreign income Tax returns and all other material Tax returns
(including information returns) that are required, or have been required, to be
filed by or on behalf of the Company have been or will be filed as of the
Closing Date and all Taxes due pursuant to such returns or pursuant to any
assessment received by the Company have been or will be paid as of the Closing
Date. The charges, accruals and reserves on the books of the Company in respect
of taxes or other governmental charges have been established in accordance with
GAAP. All returns that have been filed or lodged relating to Tax are true and
accurate in all material respects. No audit, action, suit, proceeding or other
examination regarding taxes for which the Company may have any liability is
currently pending against or with respect to the Company and neither Seller or
Company has received any notice (formally or informally) of any audit, suit,
proceeding or other examination. No material adjustment relating to any Tax
returns, no closing or similar agreement have been entered into or issued or
have been proposed (formally or informally) by any tax authority (insofar as
such action relate to activities or income of or could result in liability of
the Company for any Tax) and no basis exists for any such actions. The Company
has not changed any election, adopted or changed any accounting method or
period, filed any amended return for any Tax, settled any claim or assessment of
any Tax, or surrendered any right to claim any refund of any Tax, or consented
to any extension or waiver of the statute of limitations for any Tax.

         2.10 Material Agreements. Except as set forth in the Disclosure
Schedule, the Company is not a party to any contract, agreement, arrangement,
understanding, lease (whether written or oral) or order that would subject it to
any obligations or restrictions of any nature whatsoever after the closing of
the transactions contemplated by this Agreement. Without limiting the generality
of the foregoing, except as set forth in the Disclosure Schedule:

              (a) The Company does not have any employees or agents.

              (b) The Company has no employment contracts or agreements with any
         of its officers, directors, or with any consultants, employees or other
         such parties.

              (c) The Company has no stockholder contracts or agreements.

              (d) The Company is not in default under any contract or any other
         document.

              (e) The Company has no written or oral contracts with any third
         party, except a transfer agent agreement with the Securities Transfer
         Corporation.

              (f) The Company has no outstanding powers of attorney and no
         obligations concerning the performance of Seller concerning this
         Agreement.

              (g) The Company is not required to hold and does not hold any
         Permits ("Permits" means all licenses, franchises, grants,
         authorizations, permits, easements, variances, exemptions, consents,
         certificates, orders and approvals necessary to own, lease and operate
         the properties, of, and to carry on the business of the Company).

                                       5


              (h) Neither the Company nor, to the Company's knowledge, any
         employee or agent of the Company has made any payments of funds of the
         Company, or received or retained any funds, in each case in violation
         of any law, rule or regulation or of a character required to be
         disclosed by the Company in any of the SEC Reports.

              (i) There are no outstanding judgments or UCC financing statements
         or UCC securities interests filed against the Company or any of its
         properties.

              (j) The Company has no debt, loans, or obligations of any kind, to
         any of its directors, officers, stockholders or employees or third
         parties that will not be satisfied at the Closing Date.

              (k) The Company does not own or lease any real estate or any
         interests in real estate, plant or equipment.

              (l) The Company has no outstanding provisions for indemnification
         of any person with respect to liabilities relating to any current or
         former business of the Company or any predecessor person.

         2.11 No Liabilities. The Company will not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due that are not reflected on its financial
statements.

         2.12 OTC Listing. The Company is currently listed on the OTC Bulletin
Board under the trading symbol "MDPM".

         2.13 Compliance with Law. To the best of its knowledge, the Company has
complied with, and is not in violation of any provision of laws or regulations
of federal, state or local government authorities and agencies. There are no
pending or threatened proceedings against the Company by any federal, state or
local government, or any department, board, agency or other body thereof.

         2.14 Corporate Documents Effective. The articles of incorporation, as
amended, and the bylaws of the Company, as provided to Purchaser are, in full
force and effect and all actions of the Board of Directors or stockholders
required to accomplish same have been taken.

         2.15 No Stockholder Approval Required. The acquisition of the Shares by
Purchaser from Seller does not require the approval of the stockholders of the
Company under the Nevada Revised Statutes ("NRS"), the Company's articles of
incorporation or bylaws, or any other requirement of law.

         2.16 No Dissenters' Rights. The acquisition of the Shares by Purchaser
from Seller and the other transactions contemplated by this Agreement will not
give rise to any dissenting stockholders' rights under the NRS, the Company's
articles of incorporation or bylaws, or otherwise.

         2.17 Not Subject to Voting Trust. None of the Shares are or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar


                                       6


instrument with respect to such Shares. The Company is not a party to any
agreement that offers or grants to any person the right to purchase or acquire
any of the securities to be issued pursuant to this Agreement. There is no
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the transfer of the Shares to Purchaser, impair, restrict or
delay any voting rights with respect to the Shares.

         2.18 Prior Offerings. All issuances by the Company of shares of Common
Stock in past transactions have been legally and validly effected, and all of
such shares of Common Stock are fully paid and non-assessable. All of the
offerings of the Company's Common Stock were conducted in strict accordance with
the requirements of Regulation D, Rules 504 and 506, as applicable, in full
compliance with the requirements of the Securities Act of 1933 and in full
compliance with and according to the requirements of the NRS and the Company's
articles of incorporation and bylaws.

         2.19 True Representations. The information heretofore furnished by the
Company to Purchaser for purposes of or in connection with this Agreement or any
transaction contemplated hereby does not, and all such information hereafter
furnished by Seller or the Company to Purchaser will not (in each case taken
together and on the date as of which such information is furnished), contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein, in the light of the
circumstances under which they are made, not misleading.

         2.20 Complete Books and Records. The Certificates and all corporate
records and documents of Company (which have been made available for inspection
by Purchaser prior to the date hereof) are true and complete in all respects.

         2.21 Complete Stockholder List. The list of stockholders of the Company
and their respective holdings of shares in the Company to be delivered to
Purchaser at the Closing Date is complete, true, accurate and complete in all
respects.

         2.22 Conduct of the Business. From and after November 30, 2004 until
the Closing Date, except for the 1-for-1,000 reverse split on January 11, 2005
and the conversion of all of the Company's indebtedness into common stock:

              (a) The Company has continued to be operated in the usual and
         ordinary manner in which its business has been conducted in the past
         and during such period. The Company has not made any expenditures or
         entered into any commitments which, when compared to past operations of
         its business, are unusual or extraordinary or outside the scope of the
         normal course of routine operations;

              (b) The Company has kept in a normal state of repair and operating
         efficiency all tangible personal property used in the operation of its
         business;

              (c) The Company has used its best efforts to maintain the good
         will associated with its business, and the existing business
         relationships with its agents, customers, lessors, key employees,
         suppliers and other persons having relations with it;


                                       7


              (d) The Company has not entered into any contract, agreement or
         action, or relinquished or released any rights or privileges under any
         contracts or agreements, the performance, violation, relinquishment or
         release of which could, on the date on which such contract or agreement
         was entered into, or such rights or privileges were relinquished or
         released, be reasonably foreseen to have a material adverse effect;

              (e) The Company has not made, or agreed to make, any acquisition
         of stock or assets of, or made loans to, any person not in the ordinary
         course of business;

              (f) The Company has not sold or disposed of any assets or created
         or permitted to exist any encumbrance on its assets except (x) in the
         ordinary course of business and which could not, on the date of such
         sale, disposition, creation or permission, be reasonably foreseen to
         have a material adverse effect or (y) as otherwise permitted by this
         Agreement;

              (g) The Company has kept true, complete and correct books of
         records and accounts with respect to its business, in which entries
         will be made of all transactions on a basis consistent with past
         practices and in accordance with the tax method of accounting
         consistently applied by the Company;

              (h) The Company has paid current liabilities as and when they
         became due and has paid or incurred no fees and expenses not in the
         ordinary course of its business;

              (i) Except for the action by the Company to effect a distribution
         to its stockholders of record on February 2, 2005 of its equity
         interest in East West Distributors, Inc ("East-West") there has been no
         declaration, setting aside or payment of any dividend or other
         distribution in respect of any Shares or any other securities of the
         Company (whether in cash or in kind);

              (j) The Company has not redeemed, repurchased, or otherwise
         acquired any of its securities or entered into any agreement to do so;

              (k) The Company has not made any loan to, or entered into any
         other transaction with, any of its directors, officers, and employees;

              (l) The Company has not made or pledged to make any charitable or
         other capital contribution outside the ordinary course of business; and

              (m) There has not been any other occurrence, event, incident,
         action, failure to act or transaction outside the ordinary course of
         business that would have a material adverse effect.


                                   ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER


                                       8


         Unless specifically stated otherwise, Purchaser represents and warrants
that the following are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

         3.1 Agreement's Validity. This Agreement has been duly executed and
delivered by Purchaser and constitutes a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.

         3.2 Investment Intent. Purchaser is acquiring the Shares for his own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof, except (i) in
an offering covered by a registration statement filed with the Commission under
the Securities Act covering the Shares, or (ii) pursuant to an applicable
exemption under the Securities Act.

         3.3 Restricted Securities. Purchaser understands that the Shares have
not been registered pursuant to the Securities Act or any applicable state
securities laws, that the Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
applicable regulations the Shares cannot be sold or otherwise disposed of
without registration under the Securities Act or an exemption therefrom. In this
connection, Purchaser represents that he is familiar with Rule 144 promulgated
under the Securities Act, as currently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. Stop transfer
instructions may be issued to the transfer agent for securities of the Company
(or a notation may be made in the appropriate records of the Company) in
connection with the Shares.

         3.4 Legend. It is agreed and understood by Purchaser that the
Certificates representing the Shares shall each conspicuously set forth on the
face or back thereof a legend in substantially the following form:

          THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
          IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
          SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM
          REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
          SUCH REGISTRATION IS NOT REQUIRED.

         3.5 Disclosure of Information. Purchaser acknowledges that he has been
furnished with information regarding the Company and its business, assets,
results of operations, and financial condition to allow Purchaser to make an
informed decision regarding an investment in the Shares. Purchaser represents
that he has had an opportunity to ask questions of and receive answers from the
Company regarding the Company and its business, assets, results of operation,
and financial condition.

                                       9


         3.6 Affirmation of No Solicitation. Purchaser affirms that he was not
solicited by Seller to enter into this Agreement and further affirms that he
approached the Company's Board of Directors with an offer to purchase control of
the Company on an unsolicited basis.

         3.7 Due Organization. DSH is a corporation duly organized, validly
existing and in good standing under the laws of the British Virgin Islands (a)
with full power and authority to own, lease, use, and operate its properties and
to carry on its business as and where now owned, leased, used, operated and
conducted. All actions taken by the current directors and stockholders of DSH
have been valid and in accordance with the laws of the British Virgin Islands,
and all actions taken by DSH have been duly authorized by the current directors
and stockholders of DSH as appropriate.

         3.8 (a) Authority. Purchaser has all requisite corporate power and
authority to enter into and perform this Agreement and to consummate the
transactions contemplated herein.

              (b) Due Authorization. The execution, delivery and performance by
         Purchaser of this Agreement has been duly and validly authorized and no
         further consent or authorization of Purchaser or any other person is
         required.

              (c) Valid Execution. This Agreement has been duly executed and
         delivered by Purchaser.

              (d) Binding Agreement. This Agreement constitutes, and upon
         execution and delivery thereof by the Company, will constitute, a valid
         and binding agreement of Purchaser, enforceable against Purchaser in
         accordance with its terms.

              (e) No Violation of Corporate Documents or Agreements. The
         execution and delivery of this Agreement by Purchaser and the
         performance by the parties hereto of their obligations hereunder will
         not cause, constitute, or conflict with or result in (i) any breach or
         violation, or give rise to a right of termination, cancellation or
         acceleration of any obligation or to loss of a material benefit under,
         or to increased, additional, accelerated or guaranteed rights or
         entitlements of any person under any of the provisions of, or
         constitute a default under, any license, indenture, mortgage, charter,
         instrument, articles of incorporation, bylaw, judgment, order,
         decision, writ, injunction, or decree or other agreement or instrument
         or proceeding to which Purchaser is a party, or by which he may be
         bound, nor will any consents or authorizations of any party other than
         those hereto by required, (ii) an event that would cause Purchaser to
         be liable to any party, or (iii) an event that would result in the
         creation or imposition or any lien, charge or encumbrance on any asset
         of Purchaser or on the securities of the Company to be acquired by
         Purchaser.

         3.9 No Governmental Action Required. The execution and delivery by
Purchaser of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official,
except such actions or filings that have been undertaken or made prior to the
date hereof and that will be in full force and effect (or as to which all

                                       10


applicable waiting periods have expired) on and as of the date hereof or which
are not required to be filed on or prior to the Closing Date.

         3.10 Compliance with Applicable Law and Corporate Documents. The
execution and delivery by Purchaser of this Agreement and the performance by the
parties hereto of the transactions contemplated hereby does not and will not
contravene or constitute a default under or violation of (i) any provision of
applicable law or regulation, (ii) DSH's articles of incorporation or bylaws, or
(iii) any agreement, judgment, injunction, order, decree or other instrument
binding upon DSH or any its assets, or result in the creation or imposition of
any lien on any asset of DSH. DSH is in compliance with and conforms to all
statutes, laws, ordinances, rules, regulations, orders, restrictions and all
other legal requirements of any domestic or foreign government or any
instrumentality thereof having jurisdiction over the conduct of its businesses
or the ownership of its properties.

         3.11 Litigation. Neither DSH nor Purchaser is a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or pending
or threatened governmental investigation. Purchaser is not subject to or in
default with respect to any order, writ, injunction, or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.

         3.12 Compliance with Law. To the best of his knowledge, Purchaser and
DSH have complied with, and are not in violation of any provision of laws or
regulations of federal, state or local government authorities and agencies.
There are no pending or threatened proceedings against Purchaser or DSH by any
federal, state or local government, or any department, board, agency or other
body thereof.

         3.13 True Representations. The information heretofore furnished by
Purchaser to the Company for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by Purchaser to the Company will not (in each case taken together and
on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.


                                   ARTICLE 4
            CLOSING, DELIVERY OF DOCUMENTS AND POST CLOSING COVENANTS

         4.1 Closing. The Closing Date shall be held on or before March 30,
2005. The Closing Date shall occur as a single integrated transaction, as
follows. Prior to Closing:

              (a) A group of accredited investors selected by Purchaser shall
         have contributed the sum of at least $6,000,000 to the Company in
         exchange for a total of 10,285,740 shares of the Company's restricted
         common stock. Each subscriber of shares shall execute a subscription
         agreement and be provided with appropriate disclosure information about
         the Company. For each 60 shares sold in the placement, the subscriber
         may also receive a warrant to purchase 48 shares of common stock for an
         exercise price of $0.64166 per share.


                                       11


              (b) The Board of Directors of the Company shall have resolved to
         effect a dividend of the outstanding shares of common stock of the
         Company's subsidiary. East-West Distributors, Inc. ("East-West") to and
         only to those stockholders of record of the Company on February 2,
         2005. Distribution of such dividends will occur as soon as possible
         after an Information Statement by East-West shall be cleared by the
         SEC. All costs in connection with such dividend and SEC filings shall
         be borne by East-West.

              (c) Purchaser shall have purchased 331,596 shares of common stock
         from Halter Capital Corporation pursuant to that certain Stock Purchase
         Agreement between the parties.

         4.2 Delivery by the Company. The Company shall deliver to Purchaser:

              (a) copies of board resolutions by the Board of Directors of the
         Company approving the terms of this Agreement, the execution of the
         Agreement by the Company, the assignment and assumption of the
         Company's assets and liabilities to East-West, and the distribution of
         the outstanding shares of East-West to the Company's stockholders of
         record on February 2, 2005;

              (b) copies of all books, records and documents relating to the
         Company;

              (c) a certified copy of the list of the Company's stockholders and
         their respective holdings of shares in the Company as of the Closing
         Date;

              (d) any other such instruments, documents and certificates as are
         required to be delivered by the Company or its representatives pursuant
         to the provisions of this Agreement; and

              (e) the Certificates to Purchaser as directed by Purchaser.

         4.3 Delivery by Purchaser. Purchaser shall deliver to the Company:

              (a) any other such instruments, documents and certificates as are
         required to be delivered by the Purchaser or its representatives
         pursuant to the provisions of this Agreement; and

         4.4 Post-Closing Actions.

              (a) Immediately upon the Closing Date, the Board of Directors of
         the Company shall resolve to appoint __________________ as director of
         the Company with immediate effect.

              (b) All existing directors of the Company will resign ten (10)
         days following the filing by the Company of a Form 14F with the SEC.

              (c) Within two (2) business days following Closing, Seller and
         Purchaser and each newly appointed executive officer and director of
         the Company shall file a Form 3


                                       12


         or Form 4 with the SEC pursuant to Section 16 of the Securities
         Exchange Act of 1934 (the "34 Act").

              (d) Within four (4) business days following Closing, the Company
         shall file a Form 8-K with the SEC, disclosing the change of control,
         issuance of shares, change of management, and Form 10-equivalent
         information about the newly acquired business. Audited financial
         statements of the acquired business will be filed by amendment as soon
         as practicable thereafter, and in no event more than seventy-one (71)
         days after the initial Form 8-K filing.

              (e) Within ten (10) days after Closing, Purchaser and each holder
         of common stock of five percent (5%) of the Company's outstanding
         common stock will file a Schedule 13D or 13G, as appropriate,
         containing all information requested thereby.


                                   ARTICLE 5
                                  MISCELLANEOUS

         5.1 Waiver. Any term, provision, covenant, representation, warranty or
condition of this Agreement may be waived, but only by a written instrument
signed by the party entitled to the benefits thereof. The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any provision hereof shall in no manner
operate as a waiver of or affect such part's right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or waiver of any other
condition of the breach of any other term, provision, covenant, representation
or warranty. No modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.

         5.2 Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

         5.3 Notices. Any notice or communications hereunder must be in writing
and given by depositing same in the United States mail addressed to the party to
be notified, postage prepaid and registered or certified mail with return
receipt requested or by delivering same in person. Such notices shall be deemed
to have been received on the date on which it is hand delivered or on the third
business day following the date on which it is to be mailed. For purpose of
giving notice, the addresses of the parties shall be the ones set forth in the
Preamble.


                                       13


         5.4 Governing Law. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the laws of the
State of Nevada (without regard to principles of conflicts of law).

         5.5 Consent to Jurisdiction. Each party irrevocably submits to the
exclusive jurisdiction of the appropriate state or federal court in the State of
Nevada for the purposes of any suit, action or other proceeding arising out of
this Agreement or any transaction contemplated hereby or thereby.

         5.6 Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         5.7 Survival. The representations and warranties set forth in Articles
2 and 3 shall not survive the Closing.

         5.8 Binding Effect; No Assignment, No Third-Party Rights. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. This Agreement is not
assignable without the prior written consent of each of the parties hereto or by
operation of law. This Agreement is for the sole benefit of the parties hereto
and their permitted assigns, and nothing herein, expressed or implied, shall
give or be construed to give to any person, including any union or any employee
or former employee of Seller, any legal or equitable rights, benefits or
remedies of any nature whatsoever, including any rights of employment for any
specified period, under or by reason of this Agreement.

         5.9 Further Assurances. Each party shall, at the request of the other
party, at any time and from time to time following the Closing Date promptly
execute and deliver, or cause to be executed and delivered, to such requesting
party all such further instruments and take all such further action as may be
reasonably necessary or appropriate to carry out the provisions and intents of
this Agreement and of the instruments delivered pursuant to this Agreement.

         5.10 Severability of Provisions. If any provision or any portion of any
provision of this Agreement or the application of any such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the remaining
provisions of the Agreement, or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and such provision or portion of any provision as shall have
been held invalid or unenforceable shall be deemed limited or modified to the
extent necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.

         5.11 Exhibits and Schedules. All exhibits annexed hereto, and all
schedules referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein. Any matter disclosed on any schedule referred
to herein shall be deemed also to have been disclosed on any other applicable
schedule referred to herein.

         5.12 Captions. All section titles or captions contained in this
Agreement or in any schedule or exhibit annexed hereto or referred to herein,
and the table of contents to this


                                       14


Agreement, are for convenience only, shall not be deemed a part of this
Agreement and shall not affect the meaning or interpretation of this Agreement.
All references herein to sections shall be deemed references to such parts of
this Agreement, unless the context shall otherwise require.

         5.13 Expenses. Except as otherwise expressly provided in this
Agreement, whether or not the Closing Date occurs, each party hereto shall pay
its own expenses incidental to the preparation of this Agreement, the carrying
out of the provisions hereof and the consummation of the transactions
contemplated.

         5.14 Public Announcements. The parties agree to consult with each other
before issuing any press release or making any public statement or completing
any public filing with respect to this Agreement or the transactions
contemplated hereby and, except as may be required by applicable law or any
listing agreement with any national securities exchange or quotation system,
will not issue any such press release or make any such public statement prior to
consultation.

                          ***Signature Page Follows***




                                       15



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.


                                        ----------------------------------------
                                        DELI DU


                                        MEDITECH PHARMACEUTICALS, INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------






                                       16



                                   SCHEDULE A

                                      NUMBER OF SHARES         NUMBER OF SHARES
                                 CONTRIBUTED OF DELI SOLAR     OF COMPANY TO BE
         NAME                        HOLDING LTD. (BVI)             ISSUED*

DU Deli (Purchaser)                   800,000 shares
WANG Qian (Designee)                  60,000 shares
WANG Yunchun (Designee)               80,000 shares
LIN Yousu (Designee)                  60,000 shares

*Of these shares each of Purchaser and Designees will be transferring pro rata a
total of ______ restricted shares (i.e., Du- _____ shs.; Wang Qian - _______
shs.; Wang Yunchun _____ shs.; and Lin - _____ shs.) to certain intermediaries
representing 2% of the resulting issued and outstanding shares of the Company's
common stock following the transactions referenced in ARTICLE 4 of this
Agreement. Following such transfers the shareholdings of the Purchase and
Designees shall be ____________________.

EX-99.(B)

                                                                       Exhibit B

                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT, dated as of March 30, 2005 (this
"Agreement"), by and among HALTER CAPITAL CORPORATION, a Texas corporation
("Seller"), DELI DU, an individual ("Purchaser"), and MEDITECH PHARMACEUTICALS,
INC., a Nevada corporation ("Company").


                               W I T N E S S E T H

         WHEREAS, Seller desires to sell to Purchaser 320,253 shares of the
Company's common stock, par value $0.001 (the "Common Stock") (the "Shares"),
representing approximately 14.8% of the Company's issued and outstanding shares
of the Common Stock of the Company prior to the transactions referred to in
Subsection 6.1(e) and (f) below, on the terms and conditions set forth in this
Stock Purchase Agreement ("Agreement"); and

         WHEREAS, Purchaser desires to buy the Shares on the terms and
conditions set forth herein; and

         WHEREAS, the Company joins in the execution of this Agreement for the
purpose of evidencing its consent to the consummation of the foregoing
transactions and for the purpose of making certain representations and
warranties to and covenants and agreements with Purchaser.

         NOW, THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows.

                                   ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

         1.1 Sale of the Shares. Subject to the terms and conditions herein set
forth, on the basis of the representations, warranties and agreements herein
contained, Seller agrees to sell, assign, transfer and deliver the Shares to
Purchaser, and Purchaser agrees to purchase the Shares from Seller.

         1.2 The Closing. The closing (the "Closing") of the purchase of the
Shares and the other transactions referred to in Section 6.1 hereof shall take
place by means of facsimile signatures on counterpart copies exchanged between
counsel to the parties with original documents to follow via overnight delivery,
on or before March 31, 2005, with originally executed documents thereafter to be
delivered via overnight delivery. The date of the Closing is herein referred to
as the "Closing Date".

         1.3 Instruments of Conveyance and Transfer. At the Closing Date, Seller
shall deliver certificates representing the Shares to Purchaser duly endorsed by
Seller to Purchaser, in form and substance satisfactory to Purchaser
("Certificates"), as shall be effective to vest in Purchaser all right, title
and interest in and to all of the Shares. See Article 6 below.

         1.4 Consideration and Payment for the Shares. In consideration for the
Shares, Purchaser shall pay to Seller a total purchase price of Five Hundred
Thousand Dollars ($500,000) (the "Purchase Price"), payable by wire transfer to
an account of Seller, the




coordinates of which shall be supplied to Purchaser not later than three
business days prior to the Closing.


                                   ARTICLE 2
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents, warrants and undertakes to Purchaser that, except as
set forth in the Disclosure Schedule:

         2.1 Transfer of Title. Seller shall transfer all right, title and
interest in and to the Shares to Purchaser free and clear of all liens, security
interests, pledges, encumbrances, charges, restrictions, demands and claims, of
any kind or nature whatsoever, whether direct or indirect or contingent.

         2.2 Execution and Delivery

              (a) Due Execution. This Agreement has been duly executed and
         delivered by Seller.

              (b) Valid Agreement. This Agreement constitutes, and upon
         execution and delivery thereof by Seller, will constitute, a valid and
         binding agreement of Seller enforceable against Seller in accordance
         with its terms.

              (c) Authorization. The execution, delivery and performance by
         Seller of this Agreement and the delivery by Seller of the Shares have
         been duly and validly authorized by the Company, and no further consent
         or authorization of Seller, the Company, its Board of Directors, or its
         stockholders is required.

              (d) Seller's Title to Shares; No Liens or Preemptive Rights; Valid
         Issuance. Seller has and at the Closing will have good and valid title
         and control of the Shares; there will be no existing impediment or
         encumbrance to the sale and transfer of such Shares to Purchaser; and
         on delivery to Purchaser of the Shares, good and valid title to all the
         Shares will pass to Purchaser and all of the Shares will be free and
         clear of all taxes, liens, security interests, pledges, rights of first
         refusal or other preference rights, encumbrances, charges,
         restrictions, demands, claims or assessments of any kind or any nature
         whatsoever, whether direct, indirect or contingent and shall not be
         subject to preemptive rights, tag-along rights, or similar rights of
         any of the stockholders of the Company. The Shares have been legally
         and validly issued in compliance with all applicable U.S. federal and
         state securities laws, and are fully paid and non-assessable shares of
         the Company's Common Stock, and the Shares have all been issued under
         duly authorized resolutions of the Board of Directors of the Company.
         At the Closing, Seller shall deliver to Purchaser Certificates
         representing the Shares free and clear of all liens, security
         interests, pledges, encumbrances, charges, restrictions, demands or
         claims in any other party whatsoever with appropriate stock powers with
         medallion guarantees.

         2.3 No Governmental Action Required. The execution and delivery by
Seller of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby

                                       2


will not, require any action by or in respect of, or filing with, any
governmental body, agency or governmental official.

         2.4 Compliance with Applicable Law and Corporate Documents. The
execution and delivery by Seller and the Company of this Agreement does not and
will not, and the sale by Seller of the Shares and the consummation of the other
transactions contemplated by this Agreement does not and will not contravene or
constitute a default under or violation of (i) any provision of applicable law
or regulation, (ii) the articles of incorporation or by-laws of the Company or
(iii) any agreement, judgment, injunction, order, decree or other instrument
binding upon Seller or any of its or the Company's assets, or result in the
creation or imposition of any lien on any asset of Seller.

         2.5 Not a Voting Trust: No Proxies. None of the Shares is or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to the Shares. Except as
provided in this Agreement, Seller is not a party to any agreement which offers
or grants to any person the right to purchase or acquire any of the Shares.
There is no applicable local, state or federal law, rule, regulation, or decree
which would, as a result of the sale contemplated by this Agreement, impair,
restrict or delay any voting rights with respect to the Shares.

         2.6 Survival of Representations. The representations and warranties
herein by Seller will be true and correct in all material respects on and as of
the Closing Date with the same force and effect as though said representations
and warranties had been made on and as of the Closing Date and will survive the
Closing Date as provided in Section 7.1(c).

         2.7 Adoption of Company's Representations. Seller adopts and remakes as
its own each and every representation, warranty and undertaking made by the
Company in Article 3 below as if it had made such representations, warranties
and undertakings to Purchaser directly.

         2.8 Brokers. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission payable by Purchaser or the
Company in connection with the transactions contemplated by this Agreement.

         2.9 Incumbency. The incumbency on the Closing Date of the officers and
directors of the Company is as set forth in Section 6.2(xi) below.


                                   ARTICLE 3
           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

         The Company represents, warrants and undertakes to Purchaser that,
except as set forth on the Disclosure Schedule:

         3.1 No Governmental Action Required. The execution and delivery by the
Company of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official.


                                       3


         3.2 Compliance with Applicable Law and Corporate Documents. The
execution and delivery by the Company of this Agreement and the performance by
the parties hereto of the transactions contemplated hereby does not and will not
contravene or constitute a default under or violation of (i) any provision of
applicable law or regulation, (ii) the Company's articles of incorporation or
bylaws, or (iii) any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or any its assets, or result in the creation
or imposition of any lien on any asset of the Company. To the best of its
knowledge, the Company is in compliance with and conforms to all statutes, laws,
ordinances, rules, regulations, orders, restrictions and all other legal
requirements of any domestic or foreign government or any instrumentality
thereof having jurisdiction over the conduct of its businesses or the ownership
of its properties.


                                   ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Unless specifically stated otherwise, Purchaser represents and warrants
that the following are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

         4.1 Agreement's Validity. This Agreement has been duly executed and
delivered by Purchaser and constitutes a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.

         4.2 Investment Intent. Purchaser is acquiring the Shares for his own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof.

         4.3 Restricted Securities. Purchaser understands that the Shares have
not been registered pursuant to the Securities Act or any applicable state
securities laws, that the Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
applicable regulations the Shares cannot be sold or otherwise disposed of
without registration under the Securities Act or an exemption therefrom.

         4.4 Legend. It is agreed and understood by Purchaser that the
Certificates representing the Shares shall each conspicuously set forth on the
face or back thereof a legend in substantially the following form:

          THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
          IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
          SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM
          REGISTRATION OR AN OPINION OF COUNSEL


                                       4


          SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

         4.5 Disclosure of Information. Purchaser acknowledges that it has been
furnished with the following information regarding the Company: (i) corporate
minutes since June 1, 1994; (ii) copies of federal corporate income tax returns
on Forms 1120A and1120 covering tax years ended May 31, 2000 - 2004; (iii) Stock
Split Audit Report dated February 22, 2005, and (iv) copies of Articles of
Incorporation filed March 21, 1983 and amendments thereto. In addition,
Purchaser represents that it has had an opportunity to ask questions of and
receive answers from the Company regarding the Company and its business, assets,
results of operation, and financial condition.


                                   ARTICLE 5
                            COVENANTS OF THE PARTIES

         5.1 General. In case at any time after the Closing any further action
is necessary or desirable to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party may request, all
at the sole cost and expense of the requesting Party (unless the requesting
Party is entitled to indemnification therefor under Article 7 below). Seller
agrees that from and after the Closing, Purchaser will be entitled to review and
inspect all documents, books, records (including Tax records), properties,
agreements, field operations, environmental records and compliance, and
financial data of any sort relating to the Company, and to discuss the Company
with its employees, customers and vendors. If for any reason the Closing does
not occur, Purchaser agrees to maintain the confidentiality of and not use for
its benefit any information obtained about the Company in the course of such
review.

         5.2 Notices and Consents. Seller will, and will cause the Company to,
give any notices to third parties, and Seller will use its best efforts, and
will cause the Company to use its best efforts, to obtain any third-party
Consents that Purchaser may request. Each of the Parties will (and Seller will
cause the Company to) give any notices to, make any filings with, and use its
best efforts to obtain any required authorizations, Consents, and approvals of
governmental bodies.

         5.3 Transition. Seller will not take any action that is designed or
intended to have the effect of discouraging any lessor, licensor, customer,
supplier, or other business associate of the Company from maintaining the same
business relationships with the Company after the Closing as it maintained with
the Company prior to the Closing. Seller will refer all customer inquiries
relating to the business of the Company to Purchaser from and after the Closing.

         5.4 Piggy-Back Registration Rights. For a period of two years, the
Company will permit Seller to include all of Seller's remaining shares of the
Company's common stock held by it on the Closing Date in any registration of
shares undertaken by the Company in a registration statement filed with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended, except as to any registration statement prepared and filed on SEC Form
S-4 or S-8 or comparable SEC form. The Company will pay all expenses in
connection with the


                                       5


preparation and filing of such registration statements other than underwriting
commissions and discounts.


                            ARTICLE 6 - THE CLOSING

         6.1 Contemporaneous Closing. The Closing of the transactions hereby
shall occur simultaneously with the execution of this Agreement. The following
actions shall take place at or prior to the closing:

              (a) The Company has transferred and assigned all intellectual
         property rights owned by it and listed in the Disclosure Schedule to
         its wholly-owned subsidiary East-West. All existing officers and
         directors of East-West shall remain as such officers and directors.

              (b) The Disclosure Schedule shall be completed by Seller and
         delivered to Purchaser.

              (c) Seller's affiliates shall resign as officers of the Company.

              (d) Seller shall have obtained and delivered to Purchaser all
         Consents necessary to transfer and assign the Stock to Purchaser.

              (e) Purchaser and certain of his designees shall have contributed
         to the Company 100% of the outstanding common stock of Deli Solar
         Holdings, Ltd., a British Virgin Islands company, in exchange for
         24,407,784 restricted shares of the Company, pursuant to the terms of
         that certain Stock Contribution Agreement being executed between the
         parties contemporaneously with the execution hereof.

              (f) Purchaser, and a group of accredited investors selected by
         Purchaser, shall have contributed the sum of at least $5,748,015 to the
         Company in consideration for the issuance of total of 9,853,740 shares
         of the Company's restricted common stock in a private placement
         transaction exempt from registration under SEC Regulation D. Each
         subscriber for shares shall execute a subscription agreement and be
         provided with appropriate disclosure information about the Company. For
         each 10 shares sold in the placement, the subscriber may also receive
         warrant rights to purchase 8 shares of common stock for an exercise
         price of $3.85/6 per share.

              (g) The Board of Directors of the Company shall have resolved to
         effect a dividend of the outstanding shares of common stock of
         East-West Distributors to, and only to, those stockholders of record of
         the Company on February 17, 2005. Distribution of such dividend will
         occur as soon as possible after an Information Statement by East-West
         shall be cleared by the Securities and Exchange Commission. All costs
         in connection with such dividend and SEC filings shall be borne by
         East-West.

         6.2 Deliveries. The Closing shall occur as a single integrated
transaction, as follows.

              (a) Delivery by Seller. Seller shall, as condition precedent to
         Purchaser's obligations hereunder, deliver to Purchaser:


                                       6


                   (i) Certificate evidencing the Shares duly endorsed or with
              executed stock powers to effect transfer Purchaser;

                   (ii) copies of resolutions by the Board of Directors of the
              Company, certified by its Secretary, approving the terms of this
              Agreement, the execution of the Agreement by the Company, the
              action to be taken by the Company hereunder, including the action
              set forth in Subsection 6.1(g) above; and

                   (iii) copies of all books, records and documents relating to
              the Company, including the corporate records and stock records of
              the Company, and all other material relating to the Company then
              in its possession or control;

                   (iv) any other such instruments, documents and certificates
              as are required to be delivered by Seller or its representatives
              pursuant to the provisions of this Agreement;

                   (v) the Consents;

                   (vi) the Disclosure Schedule;

                   (vii) releases signed by Steven Kern, Gerald Kern and Cynthia
              Kern dated not earlier than February 15, 2005 whereby each
              releases the Company from any and all indebtedness and other
              liabilities, substantially in the form of release set forth in
              Section 8.15 below;

                   (viii) a copy, certified by the Company's Secretary, of the
              executed assignment and assumption agreement between the Company
              and its subsidiary East West Distributors, accompanied by a
              statement and description (which Seller shall include as part to
              the Disclosure Statement referenced in Subsection 6.1(a) above) of
              the liabilities so assumed in sufficient detail for the Purchaser
              reasonably to assess the extent of secondary liabilities, if any,
              by the Company thereunder; and the reasonable satisfaction by
              Purchaser that the quantum of risk to the Company with respect to
              such liabilities is not material.

                   (ix) the resignations of Pam Halter and Wendy Whiteman as
              members of the Company's Board of Directors; and the undated
              resignation of Kevin Halter, Jr. as a member of the Company's
              Board of Directors to be executed by him prior to Closing to be
              held in escrow by counsel for the Company and to be released 10
              days after the filing of the SEC Schedule 14F.

                                       7


                   (x) a certificate of the Secretary of the Company setting
              forth the incumbency of the officers and directors of the Company
              at the time next preceding the Closing to be as follows:

                    Directors: Pam Halter, Kevin Halter, Jr. and Wendy Whiteman

                    Officers: President and CEO - Kevin Halter, Jr.; Secretary -
                    Pam Halter.

              (b) Delivery by Purchaser. Purchaser shall deliver to Seller the
         Purchase Price in U.S. currency by wire transfer to a bank account
         designated in writing by Seller at least three (3) business days prior
         to the Closing Date.

              (c) Post-Closing Actions.

                   (i) Immediately upon the Closing Date, the Board of Directors
              of the Company shall resolve to appoint John D. Kuhns as a
              director of the Company with immediate effect.

                   (ii) All existing directors will resign ten (10) days
              following the filing by the Company of a Form 14F with the SEC.

                   (iii) Within ten (10) days following Closing, Seller and
              Purchaser and each newly appointed executive officer and director
              of the Company and each 10% beneficial shareholder of the Company
              shall file a Form 3 with the SEC pursuant to Section 16 of the
              Securities Exchange Act of 1934 (the "34 Act").

                   (iv) Within four (4) business days following Closing, the
              Purchaser shall cause the Company to file a Form 8-K with the SEC,
              disclosing the change of control, issuance of shares, change of
              management, change of accountants, information about the
              newly-acquired business and as otherwise required by the
              provisions of the Form pursuant to Rule 15(c)2-11 promulgated
              under the '34 Act. Audited financial statements of the acquired
              business will be filed by amendment as soon as practicable
              thereafter, and in no event more than seventy-one (71) days after
              the initial Form 8-K filing.

                   (v) Within ten (10) days after Closing, Seller and each
              holder of common stock of five percent (5%) of the Company's
              outstanding common stock will file a Schedule 13D or 13G, as
              appropriate, containing all information required thereby.

                   (vi) Seller shall prepare at its expense a completed SEC Form
              10QSB by the Company covering the quarter annual period ended
              February 28, 2005.


                                       8


                   (vii) Seller shall cooperate in all respects to facilitate
              the Company's distribution to its shareholders of record on
              February 17, 2005 of its equity interest in East West Distributors
              referred to in Section 4.1 (d) of the Stock Contribution
              Agreement, and shall hold the Company harmless from all expenses
              outstanding that may be associated with the preparation and filing
              of an SEC Form 10 or comparable filing required under the `34 Act
              in connection with such distribution, including expense resulting
              form the preparation and filing of any amendments to such filings.


                                   ARTICLE 7
                                 INDEMNIFICATION

         7.1 Purchaser Claims.

              (a) Seller shall indemnify and hold harmless Purchaser, its
         successors and assigns, against, and in respect of:

                   (i) Any and all damages, losses, liabilities, costs, and
              expenses incurred or suffered by Purchaser that result from,
              relate to, or arise out of:

                         (A) Any failure by Seller to carry out any covenant or
              agreement contained in this Agreement;

                         (B) Any material misrepresentation or breach of
              warranty by Seller contained in this Agreement, the Disclosure
              Schedule, or any certificate, furnished to Purchaser by Seller
              pursuant hereto; or

                         (C) Any claim by any Person for any brokerage or
              finder's fee or commission in respect of the transactions
              contemplated hereby as a result of Seller's dealings, agreement,
              or arrangement with such Person.

                   (ii) Any and all actions, suits, claims, proceedings,
              investigations, demands, assessments, audits, fines, judgments,
              costs, and other expenses (including, without limitation,
              reasonable legal fees and expenses) incident to any of the
              foregoing including all such expenses reasonably incurred in
              mitigating any damages resulting to Purchaser from any matter set
              forth in subsection (i) above.

              (b) The amount of any liability of Seller under this Section 7.1
         shall be computed net of any tax benefit to Purchaser from the matter
         giving rise to the claim for indemnification hereunder and net of any
         insurance proceeds received by Purchaser with respect to the matter out
         of which such liability arose.

              (c) The representations and warranties of Seller contained in this
         Agreement, the Disclosure Schedule, or any certificate delivered by or
         on behalf of Seller pursuant to this Agreement or in connection with
         the transactions contemplated herein shall survive the consummation of
         the transactions contemplated herein and shall continue in full force
         and effect for a period until the expiration of any applicable statutes
         of limitation


                                       9


         provided by law ("Survival Period"). Anything to the contrary
         notwithstanding, the Survival period shall be extended automatically
         to include any time period necessary to resolve a written claim for
         indemnification which was made in reasonable detail before expiration
         of the Survival Period but not resolved prior to its expiration, and
         any such extension shall apply only as to the claims so asserted and
         not so resolved within the Survival Period. Liability for any such
         item shall continue until such claim shall have been finally settled,
         decided, or adjudicated.

              (d) Purchaser shall provide written notice to Seller of any claim
         for indemnification under this Article as soon as practicable;
         provided, however, that failure to provide such notice on a timely
         basis shall not bar Purchaser's ability to assert any such claim except
         to the extent that Seller is actually prejudiced thereby, provided that
         such notice is received by Seller during the applicable Survival
         Period. Purchaser shall make commercially reasonable efforts to
         mitigate any damages, expenses, etc. resulting from any matter giving
         rise to liability of Seller under this Article.

         7.2 Defense of Third-Party Claims. With respect to any claim by
Purchaser under Section 7.1, relating to a third-party claim or demand,
Purchaser shall provide Seller with prompt written notice thereof and Seller may
defend, in good faith and at its expense, by legal counsel chosen by it and
reasonably acceptable to Purchaser any such claim or demand, and Purchaser, at
its expense, shall have the right to participate in the defense of any such
third-party claim. So long as Seller is defending in good faith any such
third-party claim, Purchaser shall not settle or compromise such third-party
claim. In any event Purchaser shall cooperate in the settlement or compromise
of, or defense against, any such asserted claim.

         7.3 Seller Claims. Purchaser shall indemnify and hold harmless Seller
against, and in respect of, any and all damages, claims, losses, liabilities,
and expenses, including without limitation, legal, accounting and other
expenses, which may arise out of: (a) any material breach or violation by
Purchaser of any covenant set forth herein or any failure to fulfill any
obligation set forth herein, including, but not limited to, the obligation to
satisfy the Assumed Liabilities; (b) any material breach of any of the
representations or warranties made in this Agreement by Purchaser; or (c) any
claim by any Person for any brokerage or finder's fee or commission in respect
of the transactions contemplated hereby as a result of Purchaser's dealings,
agreement, or arrangement with such Person.

         7.4 Limitations. No party shall bear any liability to the other unless
all claims brought under this Article shall equal or exceed $50,000, and then
only to the extent of such claims in excess of $50,000.


                                   ARTICLE 8
                                  MISCELLANEOUS

         8.1 Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has


                                       10


been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

         8.2 Notices. Any notice or communications hereunder must be in writing
and given by depositing same in the United States mail addressed to the party to
be notified, postage prepaid and registered or certified mail with return
receipt requested or by delivering same in person. Such notices shall be deemed
to have been received on the date on which it is hand delivered or on the third
business day following the date on which it is to be mailed. For purpose of
giving notice, the addresses of the parties shall be:

         If to Seller:      Halter Capital Corporation

                            2591 Dallas Parkway, Suite 102
                            Frisco, Texas 75034
                            Fax: (469) 633-0099

         If to Purchaser or to the Company:

                            Deli Solar (USA), Inc.

                            c/o James M .Rae, Esq.

                            Stairs Dillenbeck Finley & Rendon
                            330 Madison Avenue, 29th Floor
                            New York, New York 10017

         8.3 Governing Law. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the laws of the
State of Nevada (without regard to principles of conflicts of law).

         8.4 Consent to Jurisdiction. Each party irrevocably submits to the
jurisdiction of the appropriate state or federal courts in the State of Nevada
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby or thereby.

         8.5 Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         8.6 Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies. This Agreement may be amended, superseded, canceled, renewed, or
extended, and the terms hereof may be waived, only by a written instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede, cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms hereof, as the case may be. No delay on the


                                       11


part of any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any such right, power or privilege, or any single or partial exercise of any
such right, power of privilege, preclude any further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation, warranty, covenant or agreement contained in this
Agreement shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy
or breach is based may also be the subject of any other representation,
warranty, covenant or agreement contained in this Agreement (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.

         8.7 Binding Effect; No Assignment, No Third-Party Rights. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. This Agreement is not
assignable without the prior written consent of each of the parties hereto or by
operation of law. This Agreement is for the sole benefit of the parties hereto
and their permitted assigns, and nothing herein, expressed or implied, shall
give or be construed to give to any person, including any union or any employee
or former employee of Seller, any legal or equitable rights, benefits or
remedies of any nature whatsoever, including any rights of employment for any
specified period, under or by reason of this Agreement.

         8.8 Further Assurances. Each party shall, at the request of the other
party, at any time and from time to time following the Closing Date promptly
execute and deliver, or cause to be executed and delivered, to such requesting
party all such further instruments and take all such further action as may be
reasonably necessary or appropriate to carry out the provisions and intents of
this Agreement and of the instruments delivered pursuant to this Agreement.

         8.9 Severability of Provisions. If any provision or any portion of any
provision of this Agreement or the application of any such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the remaining
provisions of the Agreement, or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and such provision or portion of any provision as shall have
been held invalid or unenforceable shall be deemed limited or modified to the
extent necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.

         8.10 Exhibits and Schedules. All exhibits annexed hereto, and all
schedules referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein. Any matter disclosed on any schedule referred
to herein shall be deemed also to have been disclosed on any other applicable
schedule referred to herein.

         8.11 Captions. All section titles or captions contained in this
Agreement or in any schedule or exhibit annexed hereto or referred to herein,
and the table of contents to this Agreement, are for convenience only, shall not
be deemed a part of this Agreement and shall not


                                       12


affect the meaning or interpretation of this Agreement. All references herein to
sections shall be deemed references to such parts of this Agreement, unless the
context shall otherwise require.

         8.12 Expenses. Except as otherwise expressly provided in this
Agreement, whether or not the Closing Date occurs, each party hereto shall pay
its own expenses incidental to the preparation of this Agreement, the carrying
out of the provisions hereof and the consummation of the transactions
contemplated.

         8.13 Public Announcements. The parties agree to consult with each other
before issuing any press release or making any public statement or completing
any public filing with respect to this Agreement or the transactions
contemplated hereby and, except as may be required by applicable law or any
listing agreement with any national securities exchange or quotation system,
will not issue any such press release or make any such public statement prior to
consultation.

         8.14 Non-confidentiality. Notwithstanding Section 8.13, the Company,
Seller and Purchaser, and each employee, representative or other agent of the
same (collectively the "Covered Parties"), may disclose to their respective tax
accountants, legal advisors and taxing governmental authorities, without
limitation of any kind, the tax treatment and tax structure of the transaction
and all materials of any kind (including opinions or other tax analyses) that
are provided to a Covered Party relating to such tax treatment and tax
structure.

         8.15 Release. Seller, for itself and its affiliates, successors, and
assigns (collectively the "Releasing Parties") hereby release, acquit, and
forever discharge any and all claims and demands of whatever kind or character,
whether vicarious, derivative, or direct, whether contingent or liquidated, or
whether known or unknown, that it or they, individually, collectively, or
otherwise, have or may have or assert or may assert against the Company;
Purchaser, any subsidiary, affiliated, or related company, or other related
entity; or any officer, director, fiduciary, agent, employee, representative,
insurer, attorney, accountant, financial advisor, consultant, partner, or
shareholder of the Company or Purchaser; or any successors and assigns of the
Company, Purchaser or the other entities, companies, partnerships, persons or
parties just named (collectively the "Released Parties") based upon any theory
of federal, state or local statutory or common law, the breach of any provision
of any contract (express or implied), or with respect to any facts or
circumstances that exist with respect to the relationship among the Company or
the Releasing Parties, whether known or unknown, through the date of execution
of this Agreement.


                          ***Signature Page Follows***



                                       13



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.

                                      HALTER CAPITAL CORPORATION

                                      By:
                                         ------------------------------------
                                            Kevin Halter, President



                                      ---------------------------------------
                                      DELI DU


                                      MEDITECH PHARMACEUTICALS, INC.

                                      By:
                                         ------------------------------------
                                            Kevin Halter, Jr. President





                                       14




                              DISCLOSURE STATEMENT

                (SEE SUBSECTIONS 6.1(A) AND 6.2(A) OF AGREEMENT)