[¨ 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 4,] [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:] [MAKE GOOD ESCROW AGREEMENT THIS MAKE GOOD ESCROW AGREEMENT WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE 1. Appointment of Escrow Agent. 2. Establishment of Escrow. 3. Representations of Make Good Pledgors. a. All of the Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances. 4. Disbursement of] [Party A: Beijing De-haier Technology Co. Ltd. (hereinafter referred as “Party A”) Party B: Beijing Dehaier Medical Technology Co., Ltd. (hereinafter referred as “Party B”) On September 23, 2008, Party A and Party B have achieved mutual agreements on the following items: Party A agrees to lease its land and buildings at 45 Yong An Road, Science Park, Changping District] [Party A: Bao Xian (hereinafter referred as “Party A”) (Bao Xian is the spouse of the Chief Executive Officer of Dehaier Medical Systems Limited) Party B: Beijing Dehaier Medical Technology Co., Ltd. (hereinafter referred as “Party B”) Party A and Party B have achieved mutual agreements on the following items: I Location 1223 Epoch Center, No. 31Zi Zhu Yuan Road,] [DISTRIBUTION AGREEMENT: PARTICULARS DISTRIBUTION AGREEMENT: This Distribution Agreement consists of the Particulars, the General Terms & Conditions and the Schedules A to E (“Distribution Agreement”). In case of inconsistencies between the Particulars, the Schedules and the General Terms & Conditions, the Particulars shall prevail over the Schedules and General Terms & Conditions. The Schedules shall prevail over other sales or] [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 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,] [Daniel Morris, Esq. February 4, 2010 Page 2 •]