[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED March 3,] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com _______________, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 People’s Republic of China Re: Dehaier Medical Systems Limited] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 People’s Republic of China Re: Dehaier Medical Systems Limited Dear Sir:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Ladies and Gentlemen: Based upon and] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Ladies and Gentlemen: Based upon and] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:] [Approval to Change the date of Repayment of Loan Contract No. 0023, Year 2009 Based on the Loan contract signed between Industrial and Commercial Bank of China Limited and Beijing Dehaier Technology Company Limited dated on May 5 2009, the principal of the loan is RMB 10,000,000, with repayments due on November 20, 2009, March 20, 2010 and May 20,] [Loss Absorption Agreement This Loss Absorption Agreement (hereinafter referred to as this “Agreement”) is entered into among the following parties in Beijing as of March 3, 2010: Party A: Beijing Dehaier Medical Technology Company Limited Party B: Beijing Dehaier Technology Company Limited Party C: Ping Chen Party D: Bao Xian Party E: Weibing Yang Party F: Jian Sun Party G:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 3, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption “Experts” in the Prospectus. New York,] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Dear Sirs, “PRC” We are qualified lawyers of the People’s Republic of China (the “Company” “Registration Statement” “SEC” “Securities Act” “Shares” We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under the laws of] [Daniel Morris, Esq. March 3, 2010 Page 2 Assembly, page 3 2.]

[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED February 16,] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com _______________, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 People’s Republic of China Re: Dehaier Medical Systems Limited] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 People’s Republic of China Re: Dehaier Medical Systems Limited Dear Sir:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com February 16, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Ladies and Gentlemen:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com February 16, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Ladies and Gentlemen:] [February 16, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 People’s Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: The statements made in the Registration Statement, under the caption “Tax Matters Applicable] [Guarantee Contract (Personal use) Guarantor (Party A) Chen Ping ID card: 110108196309303771 Address: Bei Jing Hai Dian District Yong Ding Road # 85; Lender (Party B) Industrial and Commercial Bank of China Limited (Hai Dian Branch): Representative: Xu Tian Ling On May 5 th 2009, Beijing Dehaier Medical Technology Company Limited signed a loan contract with Party B. (Loan No.:] [Mortgage Contract Contract number: 2009-0021 Mortgagee: Industrial and Commercial Bank of China Limited (Hai Dian Branch) (Refer to Party A) Representative: Xu Tian Ling Fax/Telephone: 82886377 Mortgager: Beijing Dehaier Technology Company Limited (Refer to Party B) Legal Representative: Chen Ping Fax/Telephone: 80119150 In order to make sure the right of the credit of Party A, Party B provide Mortgage on] [Exihibit 10.23 INDEMNIFICATION AND GUARANTEE AGREEMENT This Indemnification Agreement (the “Agreement”) is made as of the 12 th day of February, 2010 by and between Mr. Chen Ping (“Mr. Chen”) and Beijing Dehaier Technology Company Limited (“BTL”). WHEREAS, on May 5, 2009, Beijing Dehaier Medical Technology Company Limited (“BDL”) entered into a loan agreement (the “Loan”) with the Industrial and] [Description of Terms of Oral Loan Contract Beijing Dehaier Technology Company Limited (“BTL”) has pledged its property at 45 Yong An Road, Science Park, Changping District, Beijing, 102200, as collateral for Beijing Dehaier Medical Technology Company Limited’s (“BDL”) loan contract with the Industrial and Commercial Bank of China Limited (Hai Dian Branch). In exchange, BDL has orally agreed to advance] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 15, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption “Experts” in the Prospectus. New York,] [Daniel Morris, Esq. February 16, 2010 Page 2 The referenced website is not Dehaier’s current website and had last been in use in 2006. Dehaier does not reference this website anywhere in the registration statement. As this is not Dehaier’s current website some of the information on the website was inaccurate or outdated. Dehaier has now made efforts to correct]