ON THE GO HEALTHCARE, INC.
                            PLACEMENT AGENT AGREEMENT

Dated as of: February 27, 2004.

The undersigned, On The Go Healthcare, Inc., (the "COMPANY"), hereby agrees
with Charleston Capital Securities, Inc. (the "PLACEMENTAGENT") and Dutchess
Private Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as
follows:

1.      OFFERING. The Company hereby engages the Placement Agent to act as its
        exclusive placement agent in connection with the Investment Agreement
        dated the date hereof (the "INVESTMENT AGREEMENT") pursuant to which
        the Company shall issue and sell to the Investor, from time to time,
        and the Investor shall purchase from the Company (the "OFFERING") up
        to Five Million Dollars ($5,000,000) of the Company's Common Stock,
        par value $0.0001 per share (the "COMMON STOCK"), at price per share
        equal to the Purchase Price, as that term is defined in the Investment
        Agreement. Pursuant to the terms hereof, the Placement Agent shall
        render consulting services to the Company with respect to the
        Investment Agreement and shall be available for consultation in
        connection with the advances to be requested by the Company pursuant
        to the Investment Agreement. All capitalized terms used herein and
        not otherwise defined herein shall have the same meaning ascribed
        to them as in the Investment Agreement. The Investor will be
        granted certain registration rights with respect to the Common
        Stock as more fully set forth in the Registration Rights Agreement
        between the Company and the Investor dated the date hereof
        (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed
        and delivered in connection with the Offering, including, but not
        limited, to this Agreement, the Investment Agreement, and the
        Registration Rights Agreement, are referred to sometimes hereinafter
        collectively as the "OFFERING MATERIALS." The Company's Common
        Stock is sometimes referred to hereinafter as the "SECURITIES." The
        Placement Agent shall not be obligated to sell any Securities and
        this Offering by the Placement Agent shall be solely on a "best
        efforts basis."

2.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.
        A. The Placement Agent represents, warrants and covenants as follows:

        (i)     The Placement Agent has the necessary power to enter into this
        Agreement and to consummate the transactions contemplated hereby.

        (ii)    The execution and delivery by the Placement Agent of this
        Agreement and the consummation of the transactions contemplated herein
        will not result in any violation of, or be in conflict with, or
        constitute a default under, any agreement or instrument to which the
        Placement Agent is a party or by which the Placement Agent or its
        properties are bound, or any judgment, decree, order or, to the
        Placement Agent's knowledge, any statute, rule or regulation applicable
        to the Placement Agent. This Agreement when executed and delivered by
        the Placement Agent, will constitute the legal, valid and binding
        obligations of the Placement Agent, enforceable in accordance with
        their respective terms, except to the extent that (a) the
        enforceability hereof or thereof may be limited by bankruptcy,
        insolvency, reorganization, moratorium or similar laws from time
        to time in effect and affecting the rights of creditors generally,
        (b) the enforceability hereof or thereof is subject to general
        principles of equity, or (c) the indemnification provisions hereof
        or thereof may be held to be in violation of public policy.

                                      1
<PAGE>

        (iii)   Upon receipt and execution of this Agreement the Placement
        Agent will promptly forward copies of this Agreement to the Company
        or its counsel and the Investor or its counsel.

        (iv)    The Placement Agent will not take any action that it reasonably
        believes would cause the Offering to violate the provisions of the
        Securities Act of 1933, as amended (the "1933 ACT"), the Securities
        Exchange Act of 1934 (the "1934 ACT"), the respective rules and
        regulations promulgated there under (the "RULES AND REGULATIONS")
        or applicable "Blue Sky" laws of any state or jurisdiction.

        (v)     The Placement Agent will use all reasonable efforts to
        determine (a) whether the Investor is an Accredited Investor and
        (b) that any information furnished by the Investor is true and
        accurate.  The Placement Agent shall have no obligation to insure
        that (x) any check, note, draft or other means of payment for the
        Common Stock will be honored, paid or enforceable against the
        Investor in accordance with its terms, or (y) subject to the
        performance of the Placement Agent's obligations and the accuracy
        of the Placement Agent's representations and warranties hereunder,
        (1) the Offering is exempt from the registration requirements of
        the 1933 Act or any applicable state "Blue Sky" law or (2) the
        Investor is an Accredited Investor.

        (vi)    The Placement Agent is a member of the National Association
        of Securities Dealers, Inc., and is a broker-dealer registered as
        such under the 1934 Act and under the securities laws of the states
        in which the Securities will be offered or sold by the Placement
        Agent unless an exemption for such state registration is available
        to the Placement Agent. The Placement Agent is in compliance with
        all material rules and regulations applicable to the Placement Agent
        generally and applicable to the Placement Agent's participation in the
        Offering.

3.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

A.      The Company represents and warrants as follows:

        (i)     The execution, delivery and performance of each of this
        Agreement, the Investment Agreement and the Registration Rights
        Agreement has been or will be duly and validly authorized by the
        Company and is, or with respect to this Agreement, the Investment
        Agreement and the Registration Rights Agreement will be, a valid
        and binding agreement of the Company, enforceable in accordance
        with its respective terms, except to the extent that (a) the
        enforceability hereof or thereof may be limited by bankruptcy,
        insolvency, reorganization, moratorium or similar laws from time to
        time in effect and affecting the rights of creditors generally, (b)
        the enforceability hereof or thereof is subject to general
        principles of equity or (c) the indemnification provisions hereof
        or thereof may be held to be in violation of public policy. The
        Securities to be issued pursuant to the transactions contemplated
        by this Agreement and the Investment Agreement have been duly
        authorized and, when issued and paid for in accordance with (x) this
        Agreement, the Equity Line of Agreement and the certificates/
        instruments representing such Securities, (y) will be valid and
        binding obligations of the Company, enforceable in accordance with
        their respective terms, except to the extent that (1) the
        enforceability thereof may be limited by bankruptcy, insolvency,
        reorganization, moratorium or similar laws from time to time in
        effect and affecting the rights of creditors generally, and (2)
        the enforceability thereof is subject to general principles of
        equity. All corporate action required to be taken for the
        authorization, issuance and sale of the Securities has been duly
        and validly taken by the Company.

                                      2
<PAGE>


        (ii) The Company has a duly authorized, issued and outstanding
        capitalization as set forth herein and in the Investment Agreement.
        The Company is not a party to or bound by any instrument, agreement
        or other arrangement providing for it to issue any capital stock,
        rights, warrants, options or other securities, except for this
        Agreement, the agreements described herein and as described in the
        Investment Agreement, dated the date hereof and the agreements
        described therein. All issued and outstanding securities of the
        Company, have been duly authorized and validly issued and are
        fully paid and non-assessable; the holders thereof have no rights
        of rescission or preemptive rights with respect thereto and are
        not subject to personal liability solely by reason of being security
        holders; and none of such securities were issued in violation of the
        preemptive rights of any holders of any security of the Company.
        As of the date hereof, the authorized capital stock of the Company
        consists of 100,000,000 shares of Common Stock, par value $0.0001 per
        share of which 44,543,500 shares of Common Stock are issued and
        outstanding

        (iii)   The Common Stock to be issued in accordance with this
        Agreement and the Investment Agreement has been duly authorized
        and when issued and paid for in accordance with this Agreement, the
        Investment Agreement and the certificates/instruments representing
        such Common Stock, will be validly issued, fully-paid and
        non-assessable; the holders thereof will not be subject to personal
        liability solely by reason of being such holders; such Securities
        are not and will not be subject to the preemptive rights of any
        holder of any security of the Company.



4.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

A.      The Investor represents, warrants and covenants as follows:

        (i)     The Investor has the necessary power to enter into this
        Agreement and to consummate the transactions contemplated hereby.

        (ii)    The execution and delivery by the Investor of this Agreement
        and the consummation of the transactions contemplated herein will
        not result in any violation of, or be in conflict with, or constitute
        a default under, any agreement or instrument to which the Investor is
        a party or by which the Investor or its properties are bound, or any
        judgment, decree, order or, to the Investor's knowledge, any statute,
        rule or regulation applicable to the Investor. This Agreement when
        executed and delivered by the Investor, will constitute the legal,
        valid and binding obligations of the Investor, enforceable in
        accordance with their respective terms, except to the extent that
        (a) the enforceability hereof or thereof may be limited by
        bankruptcy, insolvency, reorganization, moratorium or similar
        laws from time to time in effect and affecting the rights of
        creditors generally, (b) the enforceability hereof or thereof is
        subject to general principles of equity, or (c) the indemnification
        provisions hereof or thereof may be held to be in violation of public
        policy.

        (iii)   The Investor will promptly forward copies of any and all
        due diligence questionnaires compiled by the Investor to the Placement
        Agent.

                                      3
<PAGE>


5.      CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

        The Company covenants and agrees at its expense and without any expense
        to the Placement Agent as follows:

A.      To advise the Placement Agent of any material adverse change in the
        Company's financial condition, prospects or business or of any
        development materially affecting the Company or rendering untrue
        or misleading any material statement in the Offering Materials
        occurring at any time as soon as the Company is either informed or
        becomes aware thereof.

B.      To use its commercially reasonable efforts to cause the Common Stock
        issuable in connection with the Equity Line of Credit to be qualified
        or registered for sale on terms consistent with those stated in the
        Registration Rights Agreement and under the securities laws of such
        jurisdictions as the Placement Agent and the Investor shall reasonably
        request. Qualification, registration and exemption charges and fees
        shall be at the sole cost and expense of the Company.

C.      Upon written request, to provide and continue to provide the Placement
        Agent and the Investor copies of all quarterly financial statements and
        audited annual financial statements prepared by or on behalf of the
        Company, other reports prepared by or on behalf of the Company for
        public disclosure and all documents delivered to the Company's
        stockholders.

D.      To deliver, during the registration period of the Equity Line Credit
        Agreement, to the Placement Agent upon the Placement Agent's request,

        (i)     within forty five (45) days, a statement of its income for each
        such quarterly period, and its balance sheet and a statement of changes
        in stockholders' equity as of the end of such quarterly period, all in
        reasonable detail, certified by its principal financial or accounting
        officer;

        (ii)    within ninety (90) days after the close of each fiscal year, its
        balance sheet as of the close of such fiscal year, together with a
        statement of income, a statement of changes in stockholders' equity
        and a statement of cash flow for such fiscal year, such balance sheet,
        statement of income, statement of changes in stockholders' equity and
        statement of cash flow to be in reasonable detail and accompanied by a
        copy of the certificate or report thereon of independent auditors if
        audited financial statements are prepared; and

        (iii)   a copy of all documents, reports and information furnished to
        its stockholders at the time that such documents, reports and
        information are furnished to its stockholders.

E.      To comply with the terms of the Offering Materials.

F.      To ensure that any transactions between or among the Company, or any of
        its officers, directors and affiliates be on terms and conditions that
        are no less favorable to the Company, than the terms and conditions
        that would be available in an "arm's length" transaction with an
        independent third party.


                                      4
<PAGE>


6.      INDEMNIFICATION.

A.      The Company hereby agrees that it will indemnify and hold the Placement
        Agent and each officer, director, shareholder, employee or
        representative of the Placement Agent and each person controlling,
        controlled by or under common control with the Placement Agent within
        the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
        or the SEC's Rules and Regulations promulgated there under (the "Rules
        and Regulations"), harmless from and against any and all loss, claim,
        damage, liability, cost or expense whatsoever (including, but not
        limited to, any and all reasonable legal fees and other expenses and
        disbursements incurred in connection with investigating, preparing to
        defend or defending any action, suit or proceeding, including any
        inquiry or investigation, commenced or threatened, or any claim
        whatsoever or in appearing or preparing for appearance as a witness
        in any action, suit or proceeding, including any inquiry, investigation
        or pretrial proceeding such as a deposition) to which the Placement
        Agent or such indemnified person of the Placement Agent may become
        subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
        or any other federal or state law or regulation, common law or
        otherwise, arising out of or based upon (i) any untrue statement or
        alleged untrue statement of a material fact contained in (a) Section 4
        of this Agreement, (b) the Offering Materials (except those written
        statements relating to the Placement Agent given by an indemnified
        person for inclusion therein), (c) any application or other document
        or written communication executed by the Company or based upon written
        information furnished by the Company filed in any jurisdiction in order
        to qualify the Common Stock under the securities laws thereof, or any
        state securities commission or agency; (ii) the omission or alleged
        omission from documents described in clauses (a), (b) or (c) above of
        a material fact required to be stated therein or necessary to make
        the statements therein not misleading; or (iii) the breach of any
        representation, warranty, covenant or agreement made by the Company
        in this Agreement. The Company further agrees that upon demand by an
        indemnified person, at any time or from time to time, it will promptly
        reimburse such indemnified person for any loss, claim, damage,
        liability, cost or expense actually and reasonably paid by the
        indemnified person as to which the Company has indemnified such person
        pursuant hereto. Notwithstanding the foregoing provisions of this
        Paragraph 6(A), any such payment or reimbursement by the Company of
        fees, expenses or disbursements incurred by an indemnified person in
        any proceeding in which a final judgment by a court of competent
        jurisdiction (after all appeals or the expiration of time to appeal)
        is entered against the Placement Agent or such indemnified person
        based upon specific finding of fact that the Placement Agent or such
        indemnified person's gross negligence or willful misfeasance will be
        promptly repaid to the Company.

B.      The Placement Agent hereby agrees that it will indemnify and hold the
        Company and each officer, director, shareholder, employee or
        representative of the Company, and each person controlling, controlled
        by or under common control with the Company within the meaning of
        Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
        and Regulations, harmless from and against any and all loss, claim,
        damage, liability, cost or expense whatsoever (including, but not
        limited to, any and all reasonable legal fees and other expenses and
        disbursements incurred in connection with investigating, preparing to
        defend or defending any action, suit or proceeding, including any
        inquiry or investigation, commenced or threatened, or any claim
        whatsoever or in appearing or preparing for appearance as a witness
        in any action, suit or proceeding, including any inquiry, investigation
        or pretrial proceeding such as a deposition) to which the Company or
        such indemnified person of the Company may become subject under the
        1933 Act, the 1934 Act, the Rules and Regulations, or any other
        federal or state law or regulation, common law or otherwise, arising
        out of or based upon (i) the conduct of the Placement Agent or its
        officers, employees or representatives in its acting as Placement
        Agent for the Offering or (ii) the material breach of any
        representation, warranty, covenant or agreement made by the Placement
        Agent in this Agreement (iii) any false or misleading information
        provided to the Company by one of the Placement Agent's indemnified
        persons.


                                      5
<PAGE>



C.      The Investor hereby agrees that it will indemnify and hold the
        Placement Agent and each officer, director, shareholder, employee or
        representative of the Placement Agent, and each person controlling,
        controlled by or under common control with the Placement Agent within
        the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
        Act or the Rules and Regulations, harmless from and against any and
        all loss, claim, damage, liability, cost or expense whatsoever
        (including, but not limited to, any and all reasonable legal fees
        and other expenses and disbursements incurred in connection with
        investigating, preparing to defend or defending any action, suit or
        proceeding, including any inquiry or investigation, commenced or
        threatened, or any claim whatsoever or in appearing or preparing for
        appearance as a witness in any action, suit or proceeding, including
        any inquiry, investigation or pretrial proceeding such as a deposition)
        to which the Placement Agent or such indemnified person of the
        Placement Agent may become subject under the 1933 Act, the 1934 Act,
        the Rules and Regulations, or any other federal or state law or
        regulation, common law or otherwise, arising out of or based upon (i)
        the conduct of the Investor or its officers, employees or
        representatives in its acting as the Investor for the Offering or
        (ii) the material breach of any representation, warranty, covenant or
        agreement made by the Investor in the Offering Materials (iii) any
        false or misleading information provided to the Placement Agent by one
        of the Investor's indemnified persons.

D.      The Placement Agent hereby agrees that it will indemnify and hold the
        Investor and each officer, director, shareholder, employee or
        representative of the Investor, and each person controlling, controlled
        by or under common control with the Investor within the meaning of
        Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
        and Regulations, harmless from and against any and all loss, claim,
        damage, liability, cost or expense whatsoever (including, but not
        limited to, any and all reasonable legal fees and other expenses and
        disbursements incurred in connection with investigating, preparing to
        defend or defending any action, suit or proceeding, including any
        inquiry or investigation, commenced or threatened, or any claim
        whatsoever or in appearing or preparing for appearance as a witness
        in any action, suit or proceeding, including any inquiry,
        investigation or pretrial proceeding such as a deposition) to which
        the Investor or such indemnified person of the Investor may become
        subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
        or any other federal or state law or regulation, common law or
        otherwise, arising out of or based upon (i) the conduct of the
        Placement Agent or its officers, employees or representatives in its
        acting as the Placement Agent for the Offering or (ii) the material
        breach of any representation, warranty, covenant or agreement made by
        the Placement Agent in this Agreement (iii) any false or misleading
        information provided to the Investor by one of the Placement Agent's
        indemnified persons.

                                      6
<PAGE>


E.      Promptly after receipt by an indemnified party of notice of
        commencement of any action covered by Section 6(A), (B), (C) or (D),
        the party to be indemnified shall, within five (5) business days,
        notify the indemnifying party of the commencement thereof; the omission
        by one (1) indemnified party to so notify the indemnifying party shall
        not relieve the indemnifying party of its obligation to indemnify any
        other indemnified party that has given such notice and shall not
        relieve the indemnifying party of any liability outside of this
        indemnification if not materially prejudiced thereby. In the event
        that any action is brought against the indemnified party, the
        indemnifying party will be entitled to participate therein and, to
        the extent it may desire, to assume and control the defense thereof
        with counsel chosen by it which is reasonably acceptable to the
        indemnified party. After notice from the indemnifying party to such
        indemnified party of its election to so assume the defense thereof,
        the indemnifying party will not be liable to such indemnified party
        under such Section 6(A), (B), (C), or (D) for any legal or other
        expenses subsequently incurred by such indemnified party in connection
        with the defense thereof, but the indemnified party may, at its own
        expense, participate in such defense by counsel chosen by it, without,
        however, impairing the indemnifying party's control of the defense.
        Subject to the proviso of this sentence and notwithstanding any other
        statement to the contrary contained herein, the indemnified party or
        parties shall have the right to choose its or their own counsel and
        control the defense of any action, all at the expense of the
        indemnifying party if, (i) the employment of such counsel shall have
        been authorized in writing by the indemnifying party in connection
        with the defense of such action at the expense of the indemnifying
        party, or (ii) the indemnifying party shall not have employed counsel
        reasonably satisfactory to such indemnified party to have charge of
        the defense of such action within a reasonable time after notice of
        commencement of the action, or (iii) such indemnified party or parties
        shall have reasonably concluded that there may be defenses available
        to it or them which are different from or additional to those available
        to one or all of the indemnifying parties (in which case the
        indemnifying parties shall not have the right to direct the defense
        of such action on behalf of the indemnified party or parties), in any
        of which events such fees and expenses of one additional counsel shall
        be borne by the indemnifying party; provided, however, that the
        indemnifying party shall not, in connection with any one action or
        separate but substantially similar or related actions in the same
        jurisdiction arising out of the same general allegations or
        circumstance, be liable for the reasonable fees and expenses of more
        than one separate firm of attorneys at any time for all such
        indemnified parties. No settlement of any action or proceeding against
        an indemnified party shall be made without the consent of the
        indemnifying party.

F.      In order to provide for just and equitable contribution in
        circumstances in which the indemnification provided for in Section 6(A)
        or 7(B) is due in accordance with its terms but is for any reason held
        by a court to be unavailable on grounds of policy or otherwise, the
        Company and the Placement Agent shall contribute to the aggregate
        losses, claims, damages and liabilities (including legal or other
        expenses reasonably incurred in connection with the investigation
        or defense of same) which the other may incur in such proportion so
        that the Placement Agent shall be responsible for such percent of the
        aggregate of such losses, claims, damages and liabilities as shall
        equal the percentage of the gross proceeds paid to the Placement
        Agent and the Company shall be responsible for the balance; provided,
        however, that no person guilty of fraudulent misrepresentation within
        the meaning of Section 11(f) of the 1933 Act shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation. For purposes of this Section 6(F), any person
        controlling, controlled by or under common control with the Placement
        Agent, or any partner, director, officer, employee, representative
        or any agent of any thereof, shall have the same rights to contribution
        as the Placement Agent and each person controlling, controlled by
        or under common control with the Company within the meaning of
        Section 15 of the 1933 Act or Section 20 of the 1934 Act and each
        officer of the Company and each director of the Company shall
        have the same rights to contribution as the Company. Any party
        entitled to contribution will, promptly after receipt of notice of

                                      7
<PAGE>


        commencement of any action, suit or proceeding against such party
        in respect of which a claim for contribution may be made against the
        other party under this Section 6(D), notify such party from whom
        contribution may be sought, but the omission to so notify such party
        shall not relieve the party from whom contribution may be sought from
        any obligation they may have hereunder or otherwise if the party from
        whom contribution may be sought is not materially prejudiced thereby.
        The indemnity and contribution agreements contained in this Section 6
        shall remain operative and in full force and effect regardless of any
        investigation made by or on behalf of any indemnified person or any
        termination of this Agreement.

7.      PAYMENT OF EXPENSES. The Company hereby agrees to bear all of the
        expenses in connection with the Offering, including, but not limited
        to the following: filing fees, printing and duplicating costs,
        advertisements, postage and mailing expenses with respect to the
        transmission of Offering Materials, registrar and transfer agent
        fees, and expenses, fees of the Company's counsel and accountants,
        issue and transfer taxes, if any.

8.      CONDITIONS OF CLOSING. The Closing shall be held at the offices of the
        Investor or its counsel. The obligations of the Placement Agent
        hereunder shall be subject to the continuing accuracy of the
        representations and warranties of the Company herein as of the
        date hereof and as of the Date of Closing (the "Closing Date") with
        respect to the Company as if it had been made on and as of such
        Closing Date; the accuracy on and as of the Closing Date of the
        statements of the officers of the Company made pursuant to the
        provisions hereof; and the performance by the Company on and as
        of the Closing Date of its covenants and obligations hereunder and
        to the following further conditions:

A.      Upon the effectiveness of a registration statement covering the
        Investment Agreement, the Placement Agent shall receive the opinion
        of Counsel to the Company, dated as of the date thereof, which opinion
        shall be in form and substance reasonably satisfactory to the
        Investor, their counsel and the Placement Agent.

B.      At or prior to the Closing, the Placement Agent shall have been
        furnished such documents, certificates and opinions as it may
        reasonably require for the purpose of enabling them to review or
        pass upon the matters referred to in this Agreement and the Offering
        Materials, or in order to evidence the accuracy, completeness or
        satisfaction of any of the representations, warranties or conditions
        herein contained.


                                      8
<PAGE>



C.      At and prior to the Closing, (i) there shall have been no material
        adverse change nor development involving a prospective change in the
        condition or prospects or the business activities, financial or
        otherwise, of the Company from the latest dates as of which such
        condition is set forth in the Offering Materials; (ii) there shall
        have been no transaction, not in the ordinary course of business
        except the transactions pursuant to the Securities Purchase Agreement
        entered into by the Company which has not been disclosed in the
        Offering Materials or to the Placement Agent in writing; (iii) except
        as set forth in the Offering Materials, the Company shall not be in
        default under any provision of any instrument relating to any
        outstanding indebtedness for which a waiver or extension has not
        been otherwise received; (iv) except as set forth in the Offering
        Materials, the Company shall not have issued any securities (other
        than those to be issued as provided in the Offering Materials) or
        declared or paid any dividend or made any distribution of its capital
        stock of any class and there shall not have been any change in the
        indebtedness (long or short term) or liabilities or obligations of
        the Company (contingent or otherwise) and trade payable debt; (v) no
        material amount of the assets of the Company shall have been pledged
        or mortgaged, except as indicated in the Offering Materials; and (v) no
        action, suit or proceeding, at law or in equity, against the Company
        or affecting any of its properties or businesses shall be pending or
        threatened before or by any court or federal or state commission,
        board or other administrative agency, domestic or foreign, wherein
        an unfavorable decision, ruling or finding could materially adversely
        affect the businesses, prospects or financial condition or income of
        the Company, except as set forth in the Offering Materials. D. At
        Closing, the Placement Agent shall receive a certificate of the
        Company signed by an executive officer and chief financial officer,
        dated as of the applicable Closing, to the effect that the conditions
        set forth in subparagraph (C) above have been satisfied and that, as
        of the applicable closing, the representations and warranties of the
        Company set forth herein are true and correct.

10.     PLACEMENT AGENT FEE: The Company agrees to pay Charleston Capital
        Securities, Inc., a registered broker dealer, a maximum of $10,000 as
        a fee payable from 1% (one percent) of the Put Amount on each draw.

11.     MISCELLANEOUS. A. This Agreement may be executed in any number of
        counterparts, each of which shall be deemed to be an original, but all
        which shall be deemed to be one and the same instrument. B. Any notice
        required or permitted to be given hereunder shall be given in writing
        and shall be deemed effective when deposited in the United States mail,
        postage prepaid, or when received if personally delivered or faxed
        (upon confirmation of receipt received by the sending party), addressed
        as follows:


                                      9
<PAGE>



If to Placement Agent, to:

       Charleston Capital Securities, Inc.
       Ara Proudian - President
       216 East 45th st, 9th floor
       New York, NY 10017

       Phone 212 244 1555.




       If to the Company, to:

       On The Go Healthcare, Inc.
       Stuart Turk
       85 Corstate Ave, Unit 1
       Concord, ON, Canada L4K 4Y2
       Tel:    905-760-2987
       Fax:    905-660-5738



       If to the Investor:

       Dutchess Private Equities fund, LP
       312 Stuart St.
       Boston, MA  02116
       Tel:    (617) 960-3582
       Fax:    (617) 960-3772

       or to such other address of which written notice is given to the others.

C.      This Agreement shall be governed by and construed in all respects under
        the laws of the State of Delaware without reference to its conflict of
        laws rules or principles. Any suit, action, proceeding or litigation
        arising out of or relating to this Agreement shall be brought and
        prosecuted in such federal or state court or courts located within
        the Commonwealth of Massachusetts as provided by law. The parties
        hereby irrevocably and unconditionally consent to the jurisdiction
        of each such court or courts located within the Commonwealth of
        Massachusetts and to service of process by registered or certified
        mail, return receipt requested, or by any other manner provided by
        applicable law, and hereby irrevocably and unconditionally waive any
        right to claim that any suit, action, proceeding or litigation so
        commenced has been commenced in an inconvenient forum.

D.      This Agreement and the other agreements referenced herein contain the
        entire understanding between the parties hereto and may not be modified
        or amended except by a writing duly signed by the party against whom
        enforcement of the modification or amendment is sought.

E.      If any provision of this Agreement shall be held to be invalid or
        unenforceable, such invalidity or unenforceability shall not affect
        any other provision of this Agreement.

        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      10
<PAGE>



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


COMPANY:



On The Go Healthcare, Inc.


/s/Stuart Turk
-------------------------------
Name: Stuart Turk
Title:  CEO

PLACEMENT AGENT:


/s/Ara Proudian
-------------------------------
Name: Ara Proudian
Title: President




INVESTOR:

DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY IT'S GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC


/s/Douglas H. Leighton
-------------------------------
Name: Douglas H. Leighton
Title: A Managing Member



                                      11
<PAGE>