Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

         STOCK  PURCHASE   AGREEMENT,   dated  as  of  January  26,  2005  (this
"Agreement"),  by and  among  Gerald N. Kern and  Cynthia  S. Kern  ("Sellers");
HALTER CAPITAL  CORPORATION,  a Texas  corporation  ("Purchaser");  and MEDITECH
PHARMACEUTICALS, INC. a Nevada corporation ("Company").

                               W I T N E S S E T H

         WHEREAS,  Sellers desire to sell to Purchaser  1,416,593  shares of the
Company's  common stock,  par value $0.001 (the "Common  Stock") (the "Shares"),
representing  76.5% of the Company's issued and outstanding shares of the Common
Stock of the  Company,  on the terms  and  conditions  set  forth in this  Stock
Purchase Agreement ("Agreement"), and

         WHEREAS,  Purchaser  desires  to  buy  the  Shares  on  the  terms  and
conditions set forth herein, and

         WHEREAS the Company  joins in the  execution of this  Agreement for the
purpose  of  evidencing  its  consent  to  the  consummation  of  the  foregoing
transactions  and  for  the  purpose  of  making  certain   representations  and
warranties to and covenants and agreements with the Purchaser.

         NOW THEREFORE,  in consideration of the promises and respective  mutual
agreements herein  contained,  it is agreed by and between the parties hereto as
follows.

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

         1.1 Sale of the Shares.  Subject to the terms and conditions herein set
forth,  on the basis of the  representations,  warranties and agreements  herein
contained,  Sellers  agree to sell,  assign,  transfer and deliver the Shares to
Purchaser, and Purchaser agrees to purchase the Shares from the Sellers.

         1.2 The  Closing.  The  purchase of the Shares  shall take place at the
office of the  Purchaser in Frisco,  Texas or such other place as Purchaser  and
Sellers may mutually agree on or before  February 10, 2005.  Such date is herein
referred to as the "Closing Date".

         1.3  Instruments  of  Conveyance  and  Transfer.  At the Closing  Date,
Sellers shall deliver  certificates  representing  the Shares to Purchaser  duly
endorsed by the Sellers to the Purchaser,  in form and substance satisfactory to
Purchaser  ("Certificates"),  as shall be  effective  to vest in  Purchaser  all
right, title and interest in and to all of the Shares. See Article 8 below.

         1.4 Consideration and Payment for the Shares.

         (a)      In  consideration  for the Shares,  Purchaser shall pay to the
                  Sellers a total  purchase  price of two hundred fifty thousand
                  Dollars ($250,000) (the "Purchase Price").


<PAGE>

         (b)      The Purchase Price shall be payable $125,000 to Gerald M. Kern
                  and $125,000 to Cynthia S. Kern.

                                    ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The Sellers jointly and severally  represent,  warrant and undertake to
the Purchaser that, except as set forth in the Disclosure Schedule:

         2.1 Transfer of Title.  Sellers  shall  transfer  all right,  title and
interest  in and to the  Shares to the  Purchaser  free and clear of all  liens,
security interests, pledges, encumbrances,  charges,  restrictions,  demands and
claims,  of any  kind or  nature  whatsoever,  whether  direct  or  indirect  or
contingent.

         (a)      Due  Execution.  This  Agreement  has been duly  executed  and
                  delivered by the Sellers.

         (b)      Valid  Agreement.   This  Agreement   constitutes,   and  upon
                  execution   and  delivery   thereof  by  the   Sellers,   will
                  constitute,  a valid  and  binding  agreement  of the  Sellers
                  enforceable against the Sellers in accordance with its terms.

         (c)      Authorization.  The execution, delivery and performance by the
                  Sellers of this  Agreement  and the delivery by the Sellers of
                  the  Shares  have  been  duly and  validly  authorized  by the
                  Company,  and  no  further  consent  or  authorization  of the
                  Sellers,  the  Company,   its  Board  of  Directors,   or  its
                  stockholders is required.

         (d)      Sellers' Title to Shares; No Liens or Preemptive Rights; Valid
                  Issuance.  Sellers  have and at the Closing will have good and
                  valid  title  and  control  of the  Shares;  there  will be no
                  existing impediment or encumbrance to the sale and transfer of
                  such Shares to the Purchaser; and on delivery to the Purchaser
                  of the  Shares,  good and valid  title to all the Shares  will
                  pass to Purchaser and all of the Shares will be free and clear
                  of all taxes, liens,  security interests,  pledges,  rights of
                  first  refusal  or  other  preference  rights,   encumbrances,
                  charges,  restrictions,  demands, claims or assessments of any
                  kind or any nature  whatsoever  whether  direct,  indirect  or
                  contingent  and shall not be  subject  to  preemptive  rights,
                  tag-along rights, or similar rights of any of the stockholders
                  of the  Company.  The Shares  have been  legally  and  validly
                  issued in  compliance  with all  applicable  U.S.  federal and
                  state securities  laws, and are fully paid and  non-assessable
                  shares of the Company's  Common Stock; and the Shares have all
                  been issued under duly authorized  resolutions of the Board of
                  Directors  of the  Company.  At  the  Closing,  Sellers  shall
                  deliver to the Purchaser Certificates  representing the Shares
                  free and  clear of all  liens,  security  interests,  pledges,
                  encumbrances,  charges, restrictions, demands or claims in any
                  other party  whatsoever  with  appropriate  stock  powers with
                  medallion guarantees.



                                       2
<PAGE>

         2.2 No Governmental Action Required.  The execution and delivery by the
Sellers of this  Agreement  does not and will not, and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official.

         2.3  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by the Sellers and the Company of this Agreement does not
and will not, and the sale by the Sellers of the Shares and the  consummation of
the other  transactions  contemplated  by this  Agreement  does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation,  (ii) the articles of  incorporation or by-laws of
the Company or (iii) any agreement, judgment, injunction, order, decree or other
instrument  binding upon the Sellers or any of her or the Company's  assets,  or
result in the creation or imposition of any lien on any asset of the Sellers.

         2.4 Not a Voting Trust:  No Proxies.  None of the Shares are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar  instrument  with respect to the Shares.  Except as
provided in this  Agreement,  the Sellers are not a party to any agreement which
offers or grants to any  person  the right to  purchase  or  acquire  any of the
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree  which would,  as a result of the sale  contemplated  by this  Agreement,
impair, restrict or delay any voting rights with respect to the Shares.

         2.5 Survival of  Representations.  The  representations  and warranties
herein by the Sellers will be true and correct in all  material  respects on and
as of  the  Closing  Date  with  the  same  force  and  effect  as  though  said
representations  and  warranties had been made on and as of the Closing Date and
will survive the Closing Date as provided in Section 7.1(c).

         2.6 Adoption of Company's Representations. The Sellers adopt and remake
as their own each and every representation, warranty and undertaking made by the
Company in Article 3 below as if they had made such representations,  warranties
and undertakings to the Purchaser directly.

         2.7 Brokers. No broker,  finder or investment banker is entitled to any
brokerage,  finder's or other fee or commission  payable by the Purchaser or the
Company in connection with the transactions contemplated by this Agreement.

                                    ARTICLE 3
           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

         The Company represents,  warrants and undertakes to the Purchaser that,
except as set forth on the Disclosure Schedule:

         3.1 Due  Organization.  The Company is a  corporation  duly  organized,
validly  existing and in good standing under the laws of the State of Nevada (a)
with full power and authority to own, lease, use, and operate its properties and
to carry on its  business as and where now owned,  leased,  used,  operated  and
conducted.  The Company has no subsidiaries  other than East-West  Distributors,
Inc. The Company is not qualified to conduct business in any jurisdiction  other



                                       3
<PAGE>

than the States of Nevada and Texas,  and (b) all  actions  taken by the current
directors and stockholders of the Company have been valid and in accordance with
the laws of the State of Texas and all actions  taken by the  Company  have been
duly  authorized  by the current  directors and  stockholders  of the Company as
appropriate.

         3.2 (a) Company  Authority.  The Company  has all  requisite  corporate
power and  authority to enter into and perform this  Agreement and to consummate
the transactions contemplated herein.

         (b)      Due Authorization.  The execution, delivery and performance by
                  the  Company  of this  Agreement  has been  duly  and  validly
                  authorized  and no  further  consent or  authorization  of the
                  Company,  its  Board  of  Directors  or  its  stockholders  is
                  required.  The  Sellers  are not  disqualified  from acting as
                  directors with respect to the transactions contemplated hereby
                  by reason of their interest in the transactions.

         (c)      Valid  Execution.  This  Agreement  has been duly executed and
                  delivered by the Company.

         (d)      Binding  Agreement.  This  Agreement  constitutes,   and  upon
                  execution   and  delivery   thereof  by  the   Company,   will
                  constitute,  a valid and  binding  agreement  of the  Company,
                  enforceable  against the Company in accordance with its terms,
                  except as may be limited by applicable bankruptcy,  insolvency
                  or similar laws affecting  creditor's  rights generally or the
                  availability of equitable remedies.

         (e)      No  Violation  of  Corporate  Documents  or  Agreements.   The
                  execution  and  delivery of this  Agreement by the Company and
                  the  performance  by the parties  hereto of their  obligations
                  hereunder  will not cause,  constitute,  or  conflict  with or
                  result in (i) any breach or violation, or give rise to a right
                  of termination, cancellation or acceleration of any obligation
                  or to loss  of a  material  benefit  under,  or to  increased,
                  additional,  accelerated or guaranteed  rights or entitlements
                  of any person under any of the  provisions of, or constitute a
                  default  under,  any license,  indenture,  mortgage,  charter,
                  instrument, articles of incorporation, bylaw, judgment, order,
                  decision,  writ,  injunction,  or decree or other agreement or
                  instrument   or   proceeding  to  which  the  Company  or  its
                  stockholders  are a party, or by which they may be bound,  nor
                  will any  consents or  authorizations  of any party other than
                  those hereto by  required,  (ii) an event that would cause the
                  Company  to be liable  to any  party,  or (iii) an event  that
                  would result in the creation or imposition or any lien, charge
                  or  encumbrance  on  any  asset  of  the  Company  or  on  the
                  securities of the Company to be acquired by the Purchaser.

         3.3 Authorized Capital, No Preemptive Rights, No Liens;  Anti-Dilution.
As of the date  hereof,  the  authorized  capital of the Company is  400,000,000
shares of Common  Stock,  par value $0.001 per share,  and 25 million  shares of
Preferred Stock, par value $0.001.  The issued and outstanding  capital stock of
the  Company  is  1,851,855  shares of Common  Stock and no shares of  Preferred



                                       4
<PAGE>

Stock. All of the shares of capital stock are duly  authorized,  validly issued,
fully paid and  non-assessable.  No shares of capital  stock of the  Company are
subject  to  preemptive  rights or  similar  rights of the  stockholders  of the
Company or any liens or  encumbrances  imposed through the actions or failure to
act of the  Company,  or  otherwise.  As of the date  hereof  (i)  there  are no
outstanding  options,  warrants,   convertible  securities,   scrip,  rights  to
subscribe for, puts, calls, rights of first refusal,  tag-along agreements,  nor
any other agreements,  understandings,  claims or other commitments or rights of
any character  whatsoever  relating to, or securities or rights convertible into
or exchangeable for any shares of capital stock of the Company,  or arrangements
by which  the  Company  is or may  become  bound to issue  additional  shares of
capital stock of the Company,  and (ii) there are no agreements or  arrangements
under  which  the  Company  is  obligated  to  register  the  sale of any of its
securities   under  the   Securities  Act  of  1933,  and  (iii)  there  are  no
anti-dilution or price adjustment provisions contained in any security issued by
the Company (or in the Company's  articles of incorporation or by-laws or in any
agreement  providing  rights to security  holders) that will be triggered by the
transactions  contemplated  by this  Agreement.  The  Company has  furnished  to
Purchaser true and correct copies of the Company's articles of incorporation and
by-laws.

         3.4 No Governmental Action Required.  The execution and delivery by the
Company of this  Agreement  does not and will not, and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official.

         3.5  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by the Company of this  Agreement and the  performance by
the parties hereto of the transactions contemplated hereby does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation,  (ii) the Company's  articles of  incorporation or
bylaws, or (iii) any agreement,  judgment,  injunction,  order,  decree or other
instrument binding upon the Company or any its assets, or result in the creation
or  imposition  of any  lien on any  asset  of the  Company.  To the best of its
knowledge, the Company is in compliance with and conforms to all statutes, laws,
ordinances,  rules,  regulations,  orders,  restrictions  and  all  other  legal
requirements  of any  domestic  or  foreign  government  or any  instrumentality
thereof having  jurisdiction over the conduct of its businesses or the ownership
of its properties.

         3.6 Financial Statements.  (a) The Purchaser has received a copy of the
unaudited financial  statements of the Company for the fiscal year ended May 31,
2004 and the six months ended November 30, 2004  ("Financial  Statements").  The
Financial  Statements  fairly present the financial  condition of the Company at
the dates  indicated and its results of their  operations and cash flows for the
periods then ended and, except as indicated therein, reflect all claims against,
debts and  liabilities  of the  Company,  fixed or  contingent,  and of whatever
nature.  (b) Since November 30, 2004 (the "Balance Sheet Date"),  there has been
no material  adverse change in the assets or liabilities,  or in the business or
condition, financial or otherwise, or in the results of operations or prospects,
of the Company,  whether as a result of any  legislative  or regulatory  change,
revocation of any license or rights to do business,  fire, explosion,  accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation,  act of God,
public  force or  otherwise  and no  material  adverse  change in the  assets or
liabilities, or in the business or condition,  financial or otherwise, or in the
results of operation or prospects,  of the Company except in the ordinary course



                                       5
<PAGE>

of business.  (c) Since the Balance Sheet Date, the Company has not suffered any
damage,  destruction  or loss of  physical  property  (whether or not covered by
insurance)  affecting  its  condition  (financial  or  otherwise)  or operations
(present or prospective), nor has the Company issued, sold or otherwise disposed
of, or agreed to issue,  sell or otherwise  dispose of, any capital stock or any
other security of the Company and has not granted or agreed to grant any option,
warrant or other right to subscribe  for or to purchase any capital stock or any
other  security  of  the  Company  or  has  incurred  or  agreed  to  incur  any
indebtedness for borrowed money.

         3.7 No  Litigation.  The  Company  is not a party to any suit,  action,
arbitration,  or legal,  administrative,  or other  proceeding,  or  pending  or
threatened  governmental  investigation.  The  Company  is not  subject to or in
default with respect to any order, writ,  injunction,  or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.

         3.8 No Taxes.  The Company is not,  and will not become with respect to
any  periods  ending on or prior to the  Closing  Date,  liable for any  income,
sales, withholding,  franchise, excise, license, real or personal property taxes
(a "Tax") to any foreign,  United States  federal,  state or local  governmental
agencies  whatsoever.  All United States federal,  state,  county,  municipality
local  or  foreign  income  Tax  returns  and all  other  material  Tax  returns
(including  information returns) that are required, or have been required, to be
filed  by or on  behalf  of the  Company  have  been or will be  filed as of the
Closing  Date and all Taxes due  pursuant  to such  returns or  pursuant  to any
assessment  received by the Company  have been or will be paid as of the Closing
Date. The charges,  accruals and reserves on the books of the Company in respect
of taxes or other governmental  charges have been established in accordance with
the tax method of  accounting.  All returns that have been filed relating to Tax
are  true and  accurate  in all  material  respects.  No  audit,  action,  suit,
proceeding or other  examination  regarding taxes for which the Company may have
any  liability is currently  pending  against or with respect to the Company and
neither Sellers nor the Company has received any notice (formally or informally)
of any audit,  suit,  proceeding or other  examination.  No material  adjustment
relating to any Tax returns,  no closing or similar  agreement have been entered
into or  issued  or have  been  proposed  (formally  or  informally)  by any tax
authority  (insofar as such action  relate to  activities  or income of or could
result in liability of the Company for any Tax) and no basis exists for any such
actions.  The  Company  has not  changed  any  election,  adopted or changed any
accounting  method or period,  filed any amended return for any Tax, settled any
claim or assessment of any Tax, or surrendered  any right to claim any refund of
any Tax, or consented to any  extension or waiver of the statute of  limitations
for any Tax.  The  Company  has not had an  "ownership  change"  as that term is
defined in Section 382 of the Internal  Revenue Code of 1986,  as amended and in
effect.

         3.9 Conduct of the Business. From and after November 30, 2004 until the
Closing Date, except for the 1 for 1,000 reverse split and the conversion of all
of the Company's indebtedness into common stock:

         (a)      The  Company  has  continued  to be  operated in the usual and
                  ordinary  manner in which its business  has been  conducted in
                  the past and during such period.  The Company has not made any
                  expenditures  or  entered  into any  commitments  which,  when
                  compared to past  operations of its  business,  are unusual or
                  extraordinary  or outside  the scope of the  normal  course of
                  routine operations;



                                       6
<PAGE>

         (b)      The Company has kept in a normal state of repair and operating
                  efficiency  all  tangible   personal   property  used  in  the
                  operation of its business;

         (c)      The  Company has used its best  efforts to  maintain  the good
                  will associated with its business,  and the existing  business
                  relationships  with  its  agents,   customers,   lessors,  key
                  employees,  suppliers and other persons having  relations with
                  it;

         (d)      The Company has not entered  into any  contract,  agreement or
                  action,  or  relinquished or released any rights or privileges
                  under any contracts or agreements, the performance, violation,
                  relinquishment or release of which could, on the date on which
                  such contract or agreement was entered into, or such rights or
                  privileges  were  relinquished  or  released,   be  reasonably
                  foreseen to have a material adverse effect;

         (e)      The Company has not made, or agreed to make,  any  acquisition
                  of stock or assets of, or made loans to, any person not in the
                  ordinary course of business;

         (f)      The  Company has not sold or disposed of any assets or created
                  or permitted to exist any encumbrance on its assets except (x)
                  in the ordinary course of business and which could not, on the
                  date of such sale,  disposition,  creation or  permission,  be
                  reasonably  foreseen to have a material  adverse effect or (y)
                  as otherwise permitted by this Agreement;

         (g)      The  Company  has kept true,  complete  and  correct  books of
                  records and accounts  with respect to its  business,  in which
                  entries will be made of all transactions on a basis consistent
                  with past  practices and in accordance  with the tax method of
                  accounting consistently applied by the Company;

         (h)      The  Company  has paid  current  liabilities  as and when they
                  became due and has paid or incurred no fees and  expenses  not
                  in the ordinary course of its business;

         (i)      There has been no declaration, setting aside or payment of any
                  dividend or other distribution in respect of any Shares or any
                  other securities of the Company (whether in cash or in kind);

         (j)      The  Company  has  not  redeemed,  repurchased,  or  otherwise
                  acquired any of its  securities  or entered into any agreement
                  to do so;

         (k)      The  Company  has not made any loan to,  or  entered  into any
                  other  transaction with, any of its directors,  officers,  and
                  employees;

         (l)      The Company has not made or pledged to make any  charitable or
                  other  capital  contribution  outside the  ordinary  course of
                  business; and

         (m)      There  has not been any  other  occurrence,  event,  incident,
                  action,  failure to act or  transaction  outside the  ordinary
                  course of business that would have a material adverse effect.




                                       7
<PAGE>

         3.10 Liabilities.

                  (a) The Company has no liabilities or obligations,  and all of
         the Company's  previous  liabilities have been converted into shares of
         common stock or forgiven by the creditors prior to the date hereof.

                  (b)  Except as set  forth in the  Disclosure  Schedule,  since
         November 30, 2004, the Company has not:

                           (i) subjected to  encumbrance,  or agreed to do so to
                  any of its assets,  tangible or intangible other than purchase
                  money liens in the  ordinary  course of business on  equipment
                  used in the  conduct of business  and  incurred to finance the
                  purchase  price of the  equipment  involved  and  which do not
                  cover any other asset of the Company;

                           (ii) except as otherwise contemplated hereby, engaged
                  in any  transactions  affecting its business or properties not
                  in the  ordinary  course  of  business  consistent  with  past
                  practice or suffered  any  extraordinary  losses or waived any
                  rights of substantial  value except in the ordinary  course of
                  business; or

                           (iii) other than in the  ordinary  course of business
                  consistent with past practice,  granted or agreed to grant, or
                  paid or  agreed  to pay any  increase  in the  rate of  wages,
                  salaries,  bonuses  or  other  remuneration  of  any  officer,
                  director or consultant of the Company or any increase of 5% or
                  more  in  the  rate  of  wages,  salaries,  bonuses  or  other
                  remuneration of any non-officer/director or employee or become
                  a party to any employment  contract or arrangement with any of
                  its directors,  officers, consultants or employees or become a
                  party  to any  contract  or  arrangement  with  any  director,
                  officer,  consultant or employee providing for bonuses, profit
                  sharing payments,  severance pay or retirement benefits, other
                  than as set forth in any Exhibit or Schedule hereto.

         3.11 ERISA Compliance.

                  (a) The Company  maintains no "employee  benefit  plan" within
         the meaning of Section 3(3) of the Employee  Retirement Income Security
         Act of 1974  ("ERISA"),  under which the Company or any ERISA Affiliate
         has any current or future  obligation  or  liability or under which any
         employee  of the  Company  or any ERISA  Affiliate  has any  current or
         future right to benefits.

         3.12  Insurance.  The Disclosure  Schedule  includes a true and correct
list of all policies or binders of insurance of the Company in force, specifying
the insurer, policy number (or covering note number with respect to binders) and
amount thereof and describing each pending claim  thereunder.  Such policies are
in full force and  effect.  The  Company is not in default  with  respect to any
provisions contained in any such policy or binder, nor has it failed to give any
notice or present  any claim  under any such  policy or binder in due and timely
fashion. There are no outstanding unpaid claims under any such policy or binder,
or claims for  worker's  compensation.  The Company has not  received  notice of



                                       8
<PAGE>

cancellation or non-renewal of any such policy or binder.  The Company has never
been,  and is not now, the subject of any claim  relating to damage or injury in
excess of the Company's  then-current  product  liability policy limits or which
has been disclaimed by the Company's  insurer.  Such insurance will lapse on the
Closing Date.

         3.13 Compliance with Law. To the best of its knowledge, the Company has
complied  with,  and is not in violation of any provision of laws or regulations
of federal,  state or local government  authorities and agencies,  including any
environmental  laws  and  regulations.   There  are  no  pending  or  threatened
proceedings  against the Company by any federal,  state or local government,  or
any department, board, agency or other body thereof.

         3.14 Consents.  The Disclosure Schedule lists all consents ("Consents")
of third parties required to be obtained as a result of the change of control of
the Company hereby.

         3.15 Agreements.  Except as set forth in the Disclosure  Schedule,  the
Company is not a party to any material agreement, loan, credit, lease, sublease,
franchise,  license,  contract,  commitment  or  instrument  or  subject  to any
corporate  restriction.  The Disclosure Schedule identifies every loan or credit
agreement,  and every fully or partially  executory  agreement or purchase order
pursuant to which the Company is obligated to deliver goods or perform services,
pay for goods, services or other property, or repay any loan, including, without
limitation,   any  agreement  with  present  or  former   officers,   directors,
consultants,  agents, brokers, vendors,  customers and/or dealers of any nature.
True,  correct and complete copies of all such agreements have been delivered to
Purchaser.  Neither the Company nor any other party is in default under any such
agreement,  loan,  credit,  lease,  sublease,   franchise,   license,  contract,
commitment,  instrument or restriction.  No such instrument requires the consent
of any other  party  thereto  in order to  consummate  the  sales of the  Shares
hereby.

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Unless specifically stated otherwise, Purchaser represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

         4.1  Agreement's  Validity.  This  Agreement has been duly executed and
delivered by Purchaser and constitutes a legal,  valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
may be limited by applicable  bankruptcy,  insolvency or similar laws  affecting
creditors' rights generally or the availability of equitable remedies.

         4.2  Investment  Intent.  Purchaser is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any distribution of all or any part thereof.

         4.3 Restricted  Securities.  Purchaser understands that the Shares have
not been  registered  pursuant to the  Securities  Act or any  applicable  state
securities   laws,  that  the  Shares  will  be   characterized  as  "restricted
securities"  under  federal  securities  laws,  and  that  under  such  laws and
applicable  regulations  the  Shares  cannot be sold or  otherwise  disposed  of
without registration under the Securities Act or an exemption therefrom.




                                       9
<PAGE>

         4.4  Legend.  It  is  agreed  and  understood  by  Purchaser  that  the
Certificates  representing the Shares shall each  conspicuously set forth on the
face or back thereof a legend in substantially the following form:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED
         OR  HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
         STATEMENT AS TO THE  SECURITIES  UNDER SAID ACT OR PURSUANT TO
         AN  EXEMPTION  FROM  REGISTRATION  OR AN  OPINION  OF  COUNSEL
         SATISFACTORY  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
         REQUIRED.

         4.5 Disclosure of Information.  Purchaser acknowledges that it has been
furnished  with  information  regarding  the Company and its  business,  assets,
results of  operations,  and financial  condition to allow  Purchaser to make an
informed decision  regarding an investment in the Shares.  Purchaser  represents
that it has had an opportunity to ask questions of and receive  answers from the
Company  regarding the Company and its business,  assets,  results of operation,
and financial condition.

                                    ARTICLE 5
                            COVENANTS OF THE PARTIES

         5.1 General.  In case at any time after the Closing any further  action
is necessary or desirable to carry out the purposes of this  Agreement,  each of
the Parties will take such further action  (including the execution and delivery
of such further  instruments and documents) as any other Party may request,  all
at the sole cost and expense of the  requesting  Party  (unless  the  requesting
Party is  entitled  to  indemnification  therefor  under  Article 7 below).  The
Sellers agree that from and after the Closing, the Purchaser will be entitled to
review and  inspect all  documents,  books,  records  (including  Tax  records),
properties, agreements, field operations,  environmental records and compliance,
and  financial  data of any sort  relating  to the  Company,  and to discuss the
Company with its employees, customers and vendors. If for any reason the Closing
does not occur,  Purchaser agrees to maintain the confidentiality of and not use
for its benefit any information obtained about the Company in the course of such
review.

         5.2 Notices and Consents.  The Sellers will, and will cause the Company
to,  give any  notices to third  parties,  and the  Sellers  will use their best
efforts,  and will  cause the  Company  to use its best  efforts,  to obtain any
third-party  Consents that the  Purchaser may request.  Each of the Parties will
(and the  Sellers  will cause the  Company  to) give any  notices  to,  make any
filings  with,  and use its best efforts to obtain any required  authorizations,
Consents, and approvals of governmental bodies.

         5.3  Transition.  Sellers  will not take any action that is designed or
intended  to have the effect of  discouraging  any lessor,  licensor,  customer,
supplier,  or other business  associate of the Company from maintaining the same



                                       10
<PAGE>

business  relationships with the Company after the Closing as it maintained with
the Company prior to the Closing.  The Sellers will refer all customer inquiries
relating  to the  business of the  Company to the  Purchaser  from and after the
Closing.

         5.4   Distribution.   The  Company   shall   transfer  and  assign  all
intellectual  property rights owned by it and listed in the Disclosure  Schedule
to a wholly-owned subsidiary known as East-West Distributors, Inc. ("East-West")
Sellers  shall  remain as the officers and  directors of  East-West.  As soon as
feasible, the Company shall file with the Securities and Exchange Commission and
take all efforts to obtain effectiveness of such filing to cause the outstanding
shares of common stock of East-West to be distributed to all stockholders of the
Company other than the Purchasers.

                             ARTICLE 6 - THE CLOSING

         6.1  Contemporaneous  Closing.  The Closing of the transactions  hereby
shall occur  simultaneously with the execution of this Agreement.  The following
actins shall take place at or prior to the closing:

                  (a) The Disclosure shall be completed by Sellers and delivered
         to Purchaser.

                  (b) Sellers  shall  resign as officers  and  directors  of the
         Company.

                  (c) Sellers shall have obtained and delivered to Purchaser all
         Consents necessary to transfer and assign the Stock to Purchaser.

         6.2  Deliveries.  The  Closing  shall  occur  as  a  single  integrated
transaction, as follows.

         (a)      Delivery by Sellers. Sellers shall deliver to Purchaser:

                  (i)      The Shares;

                  (ii)     copies of  resolutions  by the Board of  Directors of
                           the Company approving the terms of this Agreement and
                           the execution of the Agreement by the Company.

                  (iii)    copies of all books,  records and documents  relating
                           to the Company,  including the corporate  records and
                           stock records of the Company;

                  (iv)     any   other   such    instruments,    documents   and
                           certificates  as  are  required  to be  delivered  by
                           Sellers  or  its  representatives   pursuant  to  the
                           provisions of this Agreement;

                  (v)      the Consents; and

                  (vi)     the Disclosure Schedule

         (b)      Delivery by Purchaser. Purchaser shall deliver to Sellers:



                                       11
<PAGE>

                  (i)      The Purchase Price in U.S.  currency by wire transfer
                           to a  bank  account  designated  in  writing  by  the
                           Sellers or by delivery of a certified check; and

                  (ii)     copies of  resolutions  of the Board of  Directors of
                           Purchaser  approving  the terms of the  Agreement and
                           the execution of this Agreement by the Purchaser.

         (c)      Post-Closing Actions

                  (i)      Immediately  upon  the  Closing  Date,  the  Board of
                           Directors  of the  Company  shall  resolve to appoint
                           Kevin  Halter and Kevin  Halter,  Jr. as directors of
                           the Company with immediate effect.

                  (ii)     Following  the  appointment  of such  persons  to the
                           Board  of  Directors  of the  Company,  and  10  days
                           following  the  filing of a  Schedule  14F-1 with the
                           SEC,  the  Sellers  shall  resign  from the  Board of
                           Directors and shall procure the  resignations  of all
                           other incumbent directors.

                                    ARTICLE 7
                                 INDEMNIFICATION

         7.1 Purchaser  Claims.  (a) Sellers  shall  indemnify and hold harmless
Purchaser, its successors and assigns, against, and in respect of:

                           (i) Any and all damages, losses, liabilities,  costs,
                  and  expenses  incurred or suffered by  Purchaser  that result
                  from, relate to, or arise out of:

                                    (A) Any  failure by Sellers to carry out any
                           covenant or agreement contained in this Agreement;

                                    (B) Any material misrepresentation or breach
                           of warranty by Sellers  contained in this  Agreement,
                           the   Disclosure   Schedule,   or  any   certificate,
                           furnished to Purchaser by Sellers pursuant hereto; or

                                    (C)  Any  claim  by  any   Person   for  any
                           brokerage or finder's fee or commission in respect of
                           the transactions  contemplated  hereby as a result of
                           Sellers'  dealings,  agreement,  or arrangement  with
                           such Person.

                           (ii) Any and all actions, suits, claims, proceedings,
                  investigations,    demands,   assessments,    audits,   fines,
                  judgments,  costs,  and  other  expenses  (including,  without
                  limitation,  reasonable  legal fees and expenses)  incident to
                  any of the foregoing  including  all such expenses  reasonably
                  incurred in mitigating any damages resulting to Purchaser from
                  any matter set forth in subsection (i) above.

                  (b) The amount of any  liability of Sellers under this Section
         7.1 shall be  computed  net of any tax  benefit to  Purchaser  from the



                                       12
<PAGE>

         matter giving rise to the claim for  indemnification  hereunder and net
         of any  insurance  proceeds  received by Purchaser  with respect to the
         matter out of which such liability arose.

                  (c) The representations and warranties of Sellers contained in
         this Agreement,  the Disclosure Schedule,  or any certificate delivered
         by or on behalf of Sellers  pursuant to this Agreement or in connection
         with  the   transactions   contemplated   herein   shall   survive  the
         consummation of the transactions contemplated herein and shall continue
         in full  force and  effect  for a period  until the  expiration  of any
         applicable statutes of limitation provided by law ("Survival  Period").
         Anything to the contrary notwithstanding,  the Survival period shall be
         extended  automatically to include any time period necessary to resolve
         a written claim for indemnification which was made in reasonable detail
         before  expiration of the Survival Period but not resolved prior to its
         expiration, and any such extension shall apply only as to the claims so
         asserted and not so resolved within the Survival Period.  Liability for
         any such item shall  continue  until such claim shall have been finally
         settled, decided, or adjudicated.

                  (d) Purchaser  shall provide  written notice to Sellers of any
         claim for  indemnification  under this Article as soon as  practicable;
         provided,  however,  that  failure to provide  such  notice on a timely
         basis shall not bar Purchaser's ability to assert any such claim except
         to the extent that Sellers are actually  prejudiced  thereby,  provided
         that such notice is received by Sellers during the applicable  Survival
         Period.   Purchaser  shall  make  commercially  reasonable  efforts  to
         mitigate any damages,  expenses,  etc. resulting from any matter giving
         rise to liability of Sellers under this Article.

         7.2  Defense  of  Third-Party  Claims.  With  respect  to any  claim by
Purchaser  under  Section  7.1,  relating  to a third  party  claim  or  demand,
Purchaser  shall provide  Sellers with prompt written notice thereof and Sellers
may defend, in good faith and at its expense,  by legal counsel chosen by it and
reasonably  acceptable to Purchaser any such claim or demand, and Purchaser,  at
its  expense,  shall have the right to  participate  in the  defense of any such
third party claim. So long as Sellers are defending in good faith any such third
party claim, Purchaser shall not settle or compromise such third party claim. In
any event  Purchaser  shall  cooperate in the  settlement or  compromise  of, or
defense against, any such asserted claim.

         7.3 Sellers Claims. Purchaser shall indemnify and hold harmless Sellers
against, and in respect of, any and all damages,  claims,  losses,  liabilities,
and  expenses,  including  without  limitation,   legal,  accounting  and  other
expenses,  which may arise  out of:  (a) any  material  breach or  violation  by
Purchaser  of any  covenant  set forth  herein or any  failure  to  fulfill  any
obligation  set forth herein,  including,  but not limited to, the obligation to
satisfy  the  Assumed  Liabilities;  (b)  any  material  breach  of  any  of the
representations  or warranties  made in this Agreement by Purchaser;  or (c) any
claim by any Person for any  brokerage or finder's fee or  commission in respect
of the  transactions  contemplated  hereby as a result of Purchaser's  dealings,
agreement, or arrangement with such Person.




                                       13
<PAGE>

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding  of the  parties  hereto  with  respect  to the  transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understanding  related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the  transactions  contemplated  hereby,  and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

         8.2 Notices. Any notice or communications  hereunder must be in writing
and given by depositing same in the United States mail addressed to the party to
be  notified,  postage  prepaid and  registered  or  certified  mail with return
receipt requested or by delivering same in person.  Such notices shall be deemed
to have been received on the date on which it is hand  delivered or on the third
business  day  following  the date on which it is to be mailed.  For  purpose of
giving notice, the addresses of the parties shall be:

                  If to Sellers:
                  --------------
                                    Gerald N. Kern and Cynthia S. Kern

                                    10105 E.Via Linda, #103
                                    Scottsdale, AZ 85258

                                    Fax: __________________

                  If to Purchaser or Company to:
                  ------------------------------

                                    Halter Capital Corporation
                                    2591 Dallas Parkway, Suite 102
                                    Frisco, Texas 75034
                                    Fax: (469)633-0099

         8.3 Governing  Law. This  Agreement  shall be governed in all respects,
including validity, construction,  interpretation and effect, by the laws of the
State of Texas (without regard to principles of conflicts of law).

         8.4  Consent to  Jurisdiction.  Each party  irrevocably  submits to the
exclusive jurisdiction of the appropriate state or federal court in the State of
Texas for the purposes of any suit,  action or other  proceeding  arising out of
this Agreement or any  transaction  contemplated  hereby or thereby.  Each party
agrees to commence any such action,  suit or  proceeding in Dallas,  Trxas.  The
parties  agree that any service of process to be made  hereunder  may be made by
certified mail, return receipt requested,  addressed to the party at the address
appearing in Section  9.2.  Such  service  shall be deemed to be completed  when
mailed and sent and received by  Telecopier.  Sellers and Purchaser  each waives
any objection  based on forum  non-conveniens.  Nothing in this paragraph  shall
affect the right of Sellers or  Purchaser  to serve  legal  process in any other
manner permitted by law.



                                       14
<PAGE>

         8.5 Counterparts.  This Agreement may be executed by the parties hereto
in separate  counterparts each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.

         8.6 Waivers and Amendments;  Non-Contractual Remedies;  Preservation of
Remedies.  This  Agreement may be amended,  superseded,  canceled,  renewed,  or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede,  cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms  hereof,  as the case may be. No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver  thereof,  nor shall any waiver on the part of any party of any such
right, power or privilege,  or any single or partial exercise of any such right,
power of privilege, preclude any further exercise thereof or the exercise of any
other right,  power or privilege.  The rights and remedies  herein  provided are
cumulative  and are not  exclusive of any rights or remedies  that any party may
otherwise  have at law or in equity.  The rights and remedies of any party based
upon,  arising out of or otherwise in respect of any  inaccuracy in or breach of
any representation,  warranty, covenant or agreement contained in this Agreement
shall in no way be limited  by the fact that the act,  omission,  occurrence  or
other  state of facts upon which any claim of any such  inaccuracy  or breach is
based may also be the subject of any other representation, warranty, covenant or
agreement  contained in this  Agreement (or in any other  agreement  between the
parties) as to which there is no inaccuracy or breach.

         8.7  Binding  Effect;  No  Assignment,   No  Third-Party  Rights.  This
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their  respective  successors  and  permitted  assigns.  This  Agreement  is not
assignable without the prior written consent of each of the parties hereto or by
operation of law. This  Agreement is for the sole benefit of the parties  hereto
and their permitted  assigns,  and nothing herein,  expressed or implied,  shall
give or be construed to give to any person,  including any union or any employee
or former  employee  of  Sellers,  any legal or  equitable  rights,  benefits or
remedies of any nature  whatsoever,  including any rights of employment  for any
specified period, under or by reason of this Agreement.

         8.8 Further  Assurances.  Each party shall, at the request of the other
party,  at any time and from time to time  following  the Closing Date  promptly
execute and deliver,  or cause to be executed and delivered,  to such requesting
party all such further  instruments  and take all such further  action as may be
reasonably  necessary or  appropriate to carry out the provisions and intents of
this Agreement and of the instruments delivered pursuant to this Agreement.

         8.9 Severability of Provisions.  If any provision or any portion of any
provision of this  Agreement  or the  application  of any such  provision or any
portion  thereof  to any  person  or  circumstance,  shall  be held  invalid  or
unenforceable,  the  remaining  portion  of such  provision  and  the  remaining
provisions of the Agreement,  or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than  those  as to which  it is held  invalid  or  unenforceable,  shall  not be



                                       15
<PAGE>

affected  thereby and such  provision or portion of any  provision as shall have
been held invalid or  unenforceable  shall be deemed  limited or modified to the
extent  necessary  to make it valid  and  enforceable,  in no event  shall  this
Agreement be rendered void or unenforceable.

         8.10  Exhibits and  Schedules.  All exhibits  annexed  hereto,  and all
schedules referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein.  Any matter disclosed on any schedule referred
to herein shall be deemed also to have been  disclosed  on any other  applicable
schedule referred to herein.

         8.11  Captions.  All  section  titles  or  captions  contained  in this
Agreement  or in any schedule or exhibit  annexed  hereto or referred to herein,
and the table of contents to this Agreement, are for convenience only, shall not
be  deemed  a part of this  Agreement  and  shall  not  affect  the  meaning  or
interpretation  of this  Agreement.  All references  herein to sections shall be
deemed  references  to such parts of this  Agreement,  unless the context  shall
otherwise require.

         8.12  Expenses.   Except  as  otherwise   expressly  provided  in  this
Agreement,  whether or not the Closing Date occurs,  each party hereto shall pay
its own expenses  incidental to the preparation of this Agreement,  the carrying
out  of  the  provisions   hereof  and  the  consummation  of  the  transactions
contemplated.  For the avoidance of doubt, any fees and expenses incurred by the
Sellers or the Company in connection  with entering into this  Agreement and the
transactions  contemplated  hereby  after  January  1, 2005 shall be paid by the
Sellers and not the Company.

         8.13 Public Announcements. The parties agree to consult with each other
before  issuing any press  release or making any public  statement or completing
any  public  filing  with  respect  to  this   Agreement  or  the   transactions
contemplated  hereby and,  except as may be required  by  applicable  law or any
listing  agreement with any national  securities  exchange or quotation  system,
will not issue any such press release or make any such public statement prior to
consultation.

         8.14  Non-confidentiality.  Notwithstanding  Section 8.13, the Company,
Sellers and Purchaser,  and each employee,  representative or other agent of the
same (collectively the "Covered Parties"),  may disclose to any and all persons,
without  limitation  of any kind,  the tax  treatment  and tax  structure of the
transaction  and all  materials  of any kind  (including  opinions  or other tax
analyses)  that are provided to a Covered  Party  relating to such tax treatment
and tax structure.

         8.15 Release.  Sellers,  for themselves and their other family members,
heirs,  successors,  and assigns  (collectively the "Releasing  Parties") hereby
release,  acquit,  and  forever  discharge  any and all  claims  and  demands of
whatever kind or character,  whether vicarious,  derivative,  or direct, whether
contingent  or  liquidated,  or  whether  known  or  unknown,  that he or  they,
individually,  collectively,  or  otherwise,  have or may have or  assert or may
assert  against the Company;  the  Purchaser,  any  subsidiary,  affiliated,  or
related company, or other related entity; or any officer,  director,  fiduciary,
agent,  employee,  representative,   insurer,  attorney,  accountant,  financial
advisor, consultant, partner, or shareholder of the Company or Purchaser; or any
successors  and assigns of the Company,  the  Purchaser  or the other  entities,
companies,  partnerships,  persons  or  parties  just  named  (collectively  the
"Released  Parties") based upon any theory of federal,  state or local statutory
or common law, the breach of any provision of any contract (express or implied),
or with  respect to any facts or  circumstances  that exist with  respect to the
relationship  among the  Company  or the  Releasing  Parties,  whether  known or
unknown, through the date of execution of this Agreement.

                          ***Signature Page Follows***



                                       16
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.



                                                   /s/ Gerald N. Kern
                                                  ------------------------------
                                                  Gerald N. Kern

                                                   /s/ Cynthia S. Kern
                                                  ------------------------------
                                                  Cynthia S. Kern



                                                  HALTER CAPITAL CORPORATION



                                                  By: /s/ Kevin B. Halter
                                                     ---------------------------
                                                     Kevin B. Halter, President



                                                  MEDITECH PHARMACEUTICALS, INC.



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





                                       17