[¨ 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]

[¨ 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 •]