Exhibit 2

                             DEBT EXCHANGE AGREEMENT

     Agreement made this 25th day of October, 2004, between Meditech
Pharmaceuticals, Inc. ("Meditech") and Petro-Med, Inc. ("Petro").

                                    RECITALS:

     A. Meditech is indebted to Petro due to cash advances made in the past
several years, in the principal amount of $3,610,000 and additional accrued
interest of $899,346 through September 30, 2004. Such indebtedness is due on
demand.

     B. Meditech is without funds to repay such debt which is due on demand.

     C. Petro and Meditech desire to resolve the indebtedness by effecting an
exchange of debt owed to Petro for shares of Meditech's common stock.

                                   AGREEMENTS:

     1. Exchange of Debt. Effective the date hereof, Petro hereby releases and
discharges Meditech and any endorsers and guarantors from any liability or
obligation to Petro, including the principal and interest due or advances from
Petro to Meditech.

     2. Issuance of Shares. In exchange for the cancellation of indebtedness,
Meditech will immediately issue to Petro 180,500,000 restricted shares of
Meditech common stock. Such stock is issued at an exchange price of $0.02 per
share for $3,610,000 principal amount of debt. All interest is hereby forgiven
and waived. The last quoted market price of the stock on the OTCBB on the day
this agreement was reached in principle was $0.015.

     3. Representations.

     a.   Each of the parties represents that it is authorized and empowered to
          execute this Agreement.

     b.   Petro represents that it is acquiring the shares of Meditech for
          investment and not with a view to any distribution of the shares to
          the public.

     c.   Petro represents that it is the owner of the indebtedness and has not
          assigned its right to repayment to any other party.

     4. Miscellaneous.

     a.   Governing Law. This Agreement shall be governed by, interpreted, and
          enforced in accordance with the laws of the State of Nevada, without
          regard to the principles of conflicts of laws.

     b.   No Benefit to Others. The agreements contained in this Agreement are
          for the sole benefit of the parties hereto and their respective
          successors, permitted assigns, heirs, executors, administrators, and







          legal representatives, and shall not be construed as conferring and
          are not intended to confer any rights on any other persons.

     c.   Amendments. This Agreement may be amended or modified only by an
          agreement in writing signed by all of the parties hereto.

     d.   Multiple Counterparts. This Agreement may be executed in multiple
          counterparts and all such separately signed copies shall be considered
          to be a single Agreement.

                            [Signature Page Follows]






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     IN WITNESS WHEREOF, the parties hereto, intended to be legally bound
hereby, have duly executed, or through their duly authorized officers have duly
executed, this Agreement effective as of the date first above written.



                               MEDITECH PHARMACEUTICALS, INC.


                              By:  /s/ Gerald N. Kern
                                 ----------------------------------------------
                                       Gerald N. Kern, President



                              PETRO-MED, INC.


                              By:  /s/ Gerald N. Kern
                                   --------------------------------------------
                              Name:    Gerald N. Kern
                                   --------------------------------------------
                              Title:   CEO
                                    -------------------------------------------


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