Exhibit 10.0

                                                                  EXECUTION COPY

                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into
as of January 31, 2005 by and between Meditech  Pharmaceuticals,  Inc., a Nevada
corporation ("Assignor"), and East West Distributors, Inc., a Nevada corporation
("Assignee").

                              W I T N E S S E T H:

     WHEREAS, Assignor has agreed to sell, transfer,  convey, assign and deliver
to Assignee  all of its right,  title and interest in, to and under the personal
property  listed on Exhibit A hereto  (collectively,  the "Assigned  Rights") to
Assignee and  Assignee  has agreed to acquire the Assigned  Rights and to assume
any and all liabilities related to the Assigned Rights.

     WHEREAS,  Assignor  has agreed to transfer and has  transferred  all of its
right, title and interest in, to and under certain intellectual  property rights
to  Assignee,  and Assignee  has agreed to acquire  such  intellectual  property
rights and assume any and all liabilities related to such intellectual  property
rights pursuant to separate assignment agreements.

     WHEREAS, Assignor desires to sell, transfer,  convey, assign and deliver to
Assignee  all of its right,  title and  interest  in, to and under that  certain
Joint Venture  Agreement dated as of March 5, 2003, by and between  Assignor and
Elan Group  Limited of Australia  ("Elan"),  as amended (the  "Agreement"),  and
Assignee has agreed to acquire such rights under the Agreement and to assume any
and all liabilities related to the Agreement.

     WHEREAS,  Elan has  previously  consented in writing to the transfer of the
Agreement by Assignor to Assignee.

     NOW, THEREFORE, Assignor and Assignee hereby agree as follows:

     1.  Assignment  of Assigned  Rights and  Agreement.  For good and  valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Assignor hereby sells, transfers,  conveys, assigns and delivers to Assignee all
of its right,  title and interest  in, to and under the Assigned  Rights and the
Agreement free and clear of all encumbrances.

     2.  Assumption of  Obligations.  For good and valuable  consideration,  the
receipt and sufficiency of which is hereby acknowledged,  Assignee hereby agrees
to assume, perform and discharge all obligations relating to the Assigned Rights
and the Agreement.

     3. Further Assurances. Assignor and Assignee shall execute, acknowledge and
deliver  to the other  such  documents  and take such  other  actions  as may be
reasonably  necessary  to effect the  provisions  of  Paragraphs 1 and 2 of this
Agreement.

     4.  Assignment.  This  Agreement  shall be  binding  upon and  inure to the
benefit of the parties hereto and their respective successors and assigns.

     5.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Nevada.



     6. Heading;  Terms.  The headings in this Agreement are for the purposes of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of the
provisions hereof.

     7. Counterparts. This Agreement may be executed in one or more counterparts
each of which  shall be  deemed an  original,  and all of which  together  shall
constitute but one and the same instrument.













     IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement
as of the date set forth above.



                                                  MEDITECH PHARMACEUTICALS, INC.



                                                  BY
                                                    ----------------------------
                                                    Name:
                                                    Title:
                                                  EAST WEST DISTRIBUTORS, INC.



                                                  BY
                                                    ----------------------------
                                                    Name:
                                                    Title:













                                    EXHIBIT A
                                    ---------
                                Personal Property

1. Gateway Computer serial #1099922383
2. Gateway Computer serial #0021665578
3. Computer Desk - 3 tier