THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO ON THE GO HEALTHCARE, INC.
THAT SUCH REGISTRATION IS NOT REQUIRED.


    AMENDED AND RESTATED SECURED CONVERTIBLE MINIMUM BORROWING NOTE

FOR VALUE RECEIVED, ON THE GO HEALTHCARE, INC., a Delaware corporation (the
"Borrower") promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate
Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "Holder") or its
registered assigns or successors in interest, on order, the sum of Two
Million five Hundred Thousand Dollars ($2,500,000), or, if different, the
aggregate principal amount of all Loans (as defined in the Security Agreement
referred to below), together with any accrued and unpaid interest hereon,
on July 14, 2008 (the "Maturity Date") if not sooner paid. This Note amends
and restates in its entirety (and is given in substitution for and not in
satisfaction of) that certain $2,500,000 Secured Convertible Minimum
Borrowing Note made by the Company in favor of Holder on July 14, 2005
and amended and restated on January 13, 2006.



Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Security and Purchase Agreement between the
Borrower and the Holder dated as of the date hereof (as amended, modified
and/or supplemented from time to time, the "Security Agreement").

The following terms shall apply to this Amended and Restated  Minimum
Borrowing Note (this "Note"):

                                  Article I

CONTRACT RATE

1.1 Contract Rate.  Subject to Sections 4.2 and 5.11, interest payable on the
    outstanding principal amount of this Note (the "Principal Amount") shall
    accrue at a rate per annum equal to the "prime rate" published in The Wall
    Street Journal from time to time (the "Prime Rate"), plus two percent (2%)
    (the "Contract Rate").  The Contract Rate shall be increased or decreased
    as the case may be for each increase or decrease in the Prime Rate in an
    amount equal to such increase or decrease in the Prime Rate; each change
    to be effective as of the day of the change in the Prime Rate.  Subject to
    The Contract Rate shall not at any time be less than eight
    percent (8%).  Interest shall be (i) calculated on the basis of a 360 day
    year, and (ii) payable monthly, in arrears, commencing on August 1, 2005
    on the first business day of each consecutive calendar month thereafter
    through and including the Maturity Date and on the Maturity Date, whether
    by acceleration or otherwise.

1.2 Contract Rate Payments.  The Contract Rate shall be
    calculated on the last business day of each calendar month hereafter (other
    than for increases or decreases in the Prime Rate which shall be calculated
    and become effective in accordance with the terms of Section 1.1) until
    the Maturity Date (each a "Determination Date")
                                       1
<PAGE>


1.3 Currency.  All principal, interest and other amounts owing under this
    Note, the Security Agreement or any Ancillary Agreement that, in accordance
    with their terms, are to be paid in cash shall be paid in US dollars.
    All amounts denominated in other currencies shall be converted to the
    US dollar equivalent amount in accordance with the Exchange Rate on the
    date of calculation. "Exchange Rate" means, in relation to any amount of
    currency to be converted into US dollars pursuant to this Note, the
    Security Agreement or any Ancillary Agreement, the US dollar exchange
    rate as published in the Wall Street Journal on the relevant date of
    calculation.

1.4 Taxes.

        (a) If permissible by law, any and all payments by the Borrower
            hereunder, including any amounts received on a conversion or
            redemption of the Note and any amounts on account of interest
            or deemed interest, shall be made free and clear of and without
            deduction for any and all present or future taxes, levies,
            imposts, deductions, charges or withholdings, and all liabilities
            with respect thereto, excluding taxes imposed on net income or
            franchise taxes of the Holder by the jurisdiction in which such
            person is organized or has its principal office (all such
            non-excluded taxes, levies, imposts, deductions, charges
            withholdings and liabilities, collectively or individually,
            "Taxes").  If the Borrower shall be required to deduct any
            Taxes from or in respect of any sum payable hereunder to the
            Holder, (i) the sum payable shall be increased by the amount
            (an "additional amount") necessary so that after making all
            required deductions (including deductions applicable to additional
            sums payable under this Section 1.4) the Holder shall receive an
            amount equal to the sum it would have received had no such
            deductions been made, (ii) the Borrower shall make such deductions
            and (iii) the Borrower shall pay the full amount deducted to the
            relevant governmental authority in accordance with applicable law.

        (b) In addition, the Borrower agrees to pay to the relevant
            governmental authority in accordance with applicable law any
            present or future stamp or documentary taxes or any other excise
            or property taxes, charges or similar levies that arise from any
            payment made hereunder or from the execution, delivery or
            registration of, or otherwise with respect to, this Note ("Other
            Taxes").  The Borrower shall deliver to the Holder official
            receipts, if any, in respect of any Taxes or Other Taxes payable
            hereunder promptly after payment of such Taxes or Other Taxes or
            other evidence of payment reasonably acceptable to the Holder.

                                       2
<PAGE>


        (c) The Borrower hereby indemnifies and agrees to hold the Holder
            harmless from and against Taxes and Other Taxes (including, without
            limitation, Taxes and Other Taxes imposed on any amounts payable
            under this Section 1.4) paid by such person, whether or not such
            Taxes or Other Taxes were correctly or legally asserted.  Such
            indemnification shall be paid within ten (10) days from the date on
            which any such person makes written demand therefor specifying in
            reasonable detail the nature and amount of such Taxes or Other
            Taxes.

        (d) The obligations of the Borrower under this Section 1.4 shall
            survive the termination of this Note and the payment of this Note
            and all other amounts payable hereunder.

                                  Article II

LOANS; PAYMENTS UNDER THIS NOTE

2.1 Loans.  All Loans evidenced by this Note shall be made in accordance with
    the terms and provisions of the Security Agreement.

2.2 No Effective Registration.  Notwithstanding anything to the contrary
    herein, the Holder shall not be required to accept shares of Common Stock
    as payment following a conversion by the Holder if there fails to exist
    an effective current Registration Statement (as defined in the
    Registration Rights Agreement) covering the shares of Common Stock to
    be issued, or if an Event of Default hereunder exists and is continuing,
    unless such requirement is otherwise waived in writing by the Holder in
    whole or in part at the Holder's option.

2.3 Optional Redemption in Cash.  The Borrower will have the option of
    prepaying this Note ("Optional Redemption") by paying to the Holder a sum
    of money equal to one hundred thirty percent (130%) of the principal amount
    of this Note together with accrued but unpaid interest thereon and any
    and all other sums due, accrued or payable to the Holder arising under
    this Note, the Security Agreement, or any other Ancillary Agreement (the
    "Redemption Amount") outstanding on the Redemption Payment Date (as
    defined below).  The Borrower shall deliver to the Holder a written notice
    of redemption (the "Notice of Redemption") specifying the date for such
    Optional Redemption (the "Redemption Payment Date"), which date shall be
    seven (7) days after the date of the Notice of Redemption (the "Redemption
    Period").  A Notice of Redemption shall not be effective with respect to
    any portion of this Note for which the Holder has previously delivered a
    Notice of Conversion (defined below) pursuant to Section 3.1, or for
    conversions elected to be made by the Holder pursuant to Section 3.1
    during the Redemption Period.  The Redemption Amount shall be determined
    as if such Holder's conversion elections had been completed immediately
    prior to the date of the Notice of Redemption.  On the Redemption Payment
    Date, the Redemption Amount (plus any additional interest and fees
    accruing on the Notes during the Redemption Period) must be irrevocably
    paid in full in immediately available funds to the Holder.  In the event
    the Borrowers fail to pay the Redemption Amount on the Redemption Payment
    Date, then such Redemption Notice shall be null and void.

                                       3
<PAGE>


                                  Article III

CONVERSION RIGHTS AND FIXED CONVERSION PRICE

3.1 Optional Conversion. Subject to the terms of this Article III, the Holder
    shall have the right, but not the obligation, at any time until the
    Maturity Date, or during an Event of Default (as defined in Article IV),
    and, subject to the limitations set forth in Section 3.2 hereof, to convert
    all or any portion of the outstanding Principal Amount and/or accrued
    interest and fees due and payable into fully paid and nonassessable shares
    of the Common Stock at the Fixed Conversion Price.  For purposes hereof,
    subject to Section 3.6 hereof, the initial "Fixed Conversion Price"
    means $.50.  The shares of Common Stock to be issued upon such conversion
    are herein referred to as the "Conversion Shares."

3.2 Conversion Limitation.  Notwithstanding anything contained herein to the
    contrary, the Holder shall not be entitled to convert pursuant to the terms
    of this Note an amount that would be convertible into that number of
    Conversion Shares which would exceed the difference between (i) 4.99% of
    the outstanding shares of Common Stock and (ii) the number of shares of
    Common Stock beneficially owned by the Holder.  For purposes of the
    immediately preceding sentence, beneficial ownership shall be determined
    in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
    thereunder.  The Conversion Shares limitation described in this Section 3.2
    shall automatically become null and void without any notice to any
    Borrower upon the occurrence and during the continuance of an Event of
    Default, or upon 75 days prior notice to the Company.  Notwithstanding
    anything contained herein to the contrary, the provisions of this
    Section 3.2 are irrevocable and may not be waived by the Holder or any
    Borrower. The Holder shall be solely responsible for determining its
    ownership pursuant to this Section 3.2.

3.3 Mechanics of Holder's Conversion.  In the event that the Holder elects
    to convert this Note into Common Stock, the Holder shall give notice of
    such election by delivering an executed and completed notice of conversion
    in substantially the form of Exhibit A hereto (appropriately completed)
    ("Notice of Conversion") to the Borrower and such Notice of Conversion
    shall provide a breakdown in reasonable detail of the Principal Amount,
    accrued interest and fees that are being converted.  On each Conversion
    Date (as hereinafter defined) and in accordance with its Notice of
    Conversion, the Holder shall make the appropriate reduction to the
    Principal Amount, accrued interest and fees as entered in its records
    and shall provide written notice thereof to the Borrower within two (2)
    Business Days after the Conversion Date.  Each date on which a Notice
    of Conversion is delivered or telecopied to the Borrower in accordance
    with the provisions hereof shall be deemed a Conversion Date (the
    "Conversion Date").  Pursuant to the terms of the Notice of Conversion,
    the Borrower will issue instructions to the transfer agent accompanied
    by an opinion of counsel within one (1) Business Day of the date of the
    delivery to the Borrower of the Notice of Conversion and shall cause the
    transfer agent to transmit the certificates representing the Conversion
    Shares to the Holder by crediting the account of the Holder's designated
    broker with the Depository Trust Corporation ("DTC") through its Deposit
    Withdrawal Agent Commission ("DWAC") system within three (3) Business
    Days after receipt by the Borrower of the Notice of Conversion (the
    "Delivery Date").  In the case of the exercise of the conversion rights
    set forth herein the conversion privilege shall be deemed to have been
    exercised and the Conversion Shares issuable upon such conversion shall
    be deemed to have been issued upon the date of receipt by the Borrower
    of the Notice of Conversion.  The Holder shall be treated for all
    purposes as the record holder of the Conversion Shares, unless the
    Holder provides the Borrower written instructions to the contrary.

                                       4
<PAGE>


3.4 Late Payments.  Each Borrower understands that a delay in the delivery
    of the Conversion Shares in the form required pursuant to this Article
    beyond the Delivery Date could result in economic loss to the Holder.
    As compensation to the Holder for such loss, in addition to all other
    rights and remedies which the Holder may have under this Note, applicable
    law or otherwise, the Borrowers shall, jointly and severally, pay late
    payments to the Holder for any late issuance of Conversion Shares in the
    form required pursuant to this Article III upon conversion of this Note,
    in the amount equal to $500 per Business Day after the Delivery Date.
    The Borrowers shall, jointly and severally, make any payments incurred
    under this Section in immediately available funds upon demand.

3.5 Conversion Mechanics.  The number of shares of Common Stock to be issued
    upon each conversion of this Note shall be determined by dividing that
    portion of the principal and interest and fees to be converted, if any,
    by the then applicable Fixed Conversion Price.

3.6 Adjustment Provisions. The Fixed Conversion Price and number and kind
    of shares or other securities to be issued upon conversion determined
    pursuant to Section 3.1 shall be subject to adjustment from time to time
    upon the occurrence of certain events during the period that this
    conversion right remains outstanding, as follows:

        (a) Reclassification.  If the Borrower at any time shall, by
            reclassification or otherwise, change the Common Stock into the
            same or a different number of securities of any class or classes,
            this Note, as to the unpaid Principal Amount and accrued interest
            thereon, shall thereafter be deemed to evidence the right to
            purchase an adjusted number of such securities and kind of
            securities as would have been issuable as the result of such
            change with respect to the Common Stock (i) immediately prior
            to or (ii) immediately after such reclassification or other
            change at the sole election of the Holder.

        (b) Stock Splits, Combinations and Dividends.  If the shares of Common
            Stock are subdivided or combined into a greater or smaller number
            of shares of Common Stock, or if a dividend is paid on the Common
            Stock or any preferred stock issued by the Borrower in shares of
            Common Stock, the Fixed Conversion Price shall be proportionately
            reduced in case of subdivision of shares or stock dividend or
            proportionately increased in the case of combination of shares,
            in each such case by the ratio which the total number of shares
            of Common Stock outstanding immediately after such event bears
            to the total number of shares of Common Stock outstanding
            immediately prior to such event.

                                       5
<PAGE>



3.7 Reservation of Shares.  During the period the conversion right exists,
    the Borrower will reserve from its authorized and unissued Common Stock
    a sufficient number of shares to provide for the issuance of Conversion
    Shares upon the full conversion of this Note the Secured Convertible Term
    Note and the Warrant.  The Borrower represents that upon issuance, the
    Conversion Shares will be duly and validly issued, fully paid and
    non-assessable.  The Borrower agrees that its issuance of this Note
    shall constitute full authority to its officers, agents, and transfer
    agents who are charged with the duty of executing and
    issuing stock certificates to execute and issue the necessary certificates
    for the Conversion Shares upon the conversion of this Note.

3.8 Registration Rights.  The Holder has been granted registration rights with
    respect to the Conversion Shares as set forth in a Registration Rights
    Agreement.

                                       6
<PAGE>


                                  Article IV

EVENTS OF DEFAULT AND DEFAULT RELATED PROVISIONS

4.1 Events of Default.  The occurrence of an Event of Default under the
    Security Agreement shall constitute an event of default ("Event of
    Default") hereunder.

4.2 Default Interest.  Following the occurrence and during the continuance
    of an Event of Default, the Borrowers shall, jointly and severally,
    pay additional interest on the outstanding principal balance of this
    Note in an amount equal to two percent (2%) per month, and all
    outstanding Obligations, including unpaid interest, shall continue
    to accrue interest at such additional interest rate from the date of
    such Event of Default until the date such Event of Default is cured
    or waived.

4.3 Default Payment.  Following the occurrence and during the continuance
    of an Event of Default, the Holder, at its option, may elect, in
    addition to all rights and remedies of the Holder under the Security
    Agreement and the Ancillary Agreements and all obligations of each
    Borrower under the Security Agreement and the Ancillary Agreements,
    to require the Borrowers, jointly and severally, to make a Default
    Payment ("Default Payment").  The Default Payment shall be 130% of
    the outstanding principal amount of the Note, plus accrued but unpaid
    interest, all other fees then remaining unpaid, and all other amounts
    payable hereunder.  The Default Payment shall be applied first to any
    fees due and payable to the Holder pursuant to the Notes and/or the
    Ancillary Agreements, then to accrued and unpaid interest due on the
    Notes, the Security Agreement and then to the outstanding principal
    balance of the Notes.  The Default Payment shall be due and payable
    immediately on the date that the Holder has exercised its rights
    pursuant to this Section 4.3.

                                  Article V

MISCELLANEOUS

5.1 Conversion Privileges.  The conversion privileges set forth in
    Article III shall remain in full force and effect immediately from the
    date hereof until the date this Note is indefeasibly paid in full and
    irrevocably terminated.

5.2 Cumulative Remedies.  The remedies under this Note shall be cumulative.

5.3 Failure or Indulgence Not Waiver.  No failure or delay on the part of
    the Holder hereof in the exercise of any power, right or privilege
    hereunder shall operate as a waiver thereof, nor shall any single or
    partial exercise of any such power, right or privilege preclude other
    or further exercise thereof or of any other right, power or privilege.
    All rights and remedies existing hereunder are cumulative to, and not
    exclusive of, any rights or remedies otherwise available.

                                       7
<PAGE>


5.4 Notices.  Any notice herein required or permitted to be given shall
    be in writing and shall be deemed effectively given: (a) upon personal
    delivery to the party notified, (b) when sent by confirmed telex or
    facsimile if sent during normal business hours of the recipient, if
    not, then on the next business day, (c) five days after having been
    sent by registered or certified mail, return receipt requested,
    postage prepaid, or (d) one day after deposit with a nationally
    recognized overnight courier, specifying next day delivery, with
    written verification of receipt.  All communications shall be sent to
    the Borrower at the address provided for such Borrower in the Security
    Agreement executed in connection herewith, and to the Holder at the
    address provided in the Security Agreement for such Holder, with a copy
    to John E. Tucker, Esq., 825 Third Avenue, 14th Floor, New York, New
    York 10022, facsimile number (212) 541-4434, or at such other address
    as the respective Borrower or the Holder may designate by ten days
    advance written notice to the other parties hereto.  A Notice of
    Conversion shall be deemed given when made to the Borrower pursuant
    to the Purchase Agreement.

5.5 Amendment Provision.  The term "Note" and all references thereto, as
    used throughout this instrument, shall mean this instrument as
    originally executed, or if later amended or supplemented, then as so
    amended or supplemented, and any successor instrument as such successor
    instrument may be amended or supplemented.

5.6 Assignability.  This Note shall be binding upon each Borrower and its
    successors and assigns, and shall inure to the benefit of the Holder
    and its successors and assigns, and may be assigned by the Holder in
    accordance with the requirements of the Security Agreement.  No
    Borrower may assign any of its obligations under this Note without the
    prior written consent of the Holder, any such purported assignment
    without such consent being null and void.

5.7 Cost of Collection.  In case of any Event of Default under this Note,
    the Borrowers shall, jointly and severally, pay the Holder's reasonable
    costs of collection, including reasonable attorneys' fees.

5.8 Governing Law, Jurisdiction and Waiver of Jury Trial.

        (a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
            ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
            TO PRINCIPLES OF CONFLICTS OF LAW.

        (b) EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
            COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL
            HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
            DISPUTES BETWEEN ANY BORROWER, ON THE ONE HAND, AND THE HOLDER,
            ON THE OTHER HAND, PERTAINING TO THIS NOTE, THE SECURITY AGREEMENT
            OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING
            OUT OF OR RELATED TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF
            THE OTHER ANCILLARY AGREEMENTS; PROVIDED, THAT EACH BORROWER
            ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
            HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE
            OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL
            BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR
            TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE

                                       8
<PAGE>


            OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
            THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
            FAVOR OF THE HOLDER.  EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS
            IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
            ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH
            IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
            VENUE OR FORUM NON CONVENIENS.  EACH BORROWER HEREBY WAIVES
            PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED
            IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
            COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
            MAIL ADDRESSED TO THE BORROWERAT THE ADDRESS SET FORTH IN THE
            SECURITY AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
            COMPLETED UPON THE EARLIER OF THE COMPANY'S ACTUAL RECEIPT
            THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
            POSTAGE PREPAID.

        (c) EACH BORROWER DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE
            APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST
            COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
            ARBITRATION, EACH BORROWER HERETO WAIVES ALL RIGHTS TO TRIAL BY
            JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
            DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
            THE HOLDER, AND/OR ANY BORROWER ARISING OUT OF, CONNECTED WITH,
            RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN
            THEM IN CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, ANY
            OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR
            THERETO.

5.9 Judgment Currency.

        (a) If for the purpose of obtaining or enforcing judgment against the
            Borrower in any court in any jurisdiction it becomes necessary to
            convert into any other currency (such other currency being
            hereinafter in this Section 5.9 referred to as the "Judgment
            Currency") an amount due in US dollars under this Note, the
            conversion shall be made at the Exchange Rate prevailing on the
            business day immediately preceding:

                (i) the date actual payment of the amount due, in the case of
                    any proceeding in the courts of New York or in the courts
                    of any other jurisdiction that will give effect to such
                    conversion being made on such date: or

                (ii) the date on which the foreign court determines, in the
                     case of any proceeding in the courts of any other
                     jurisdiction (the date as of which such conversion is
                     made pursuant to this Section 5.9(a)(ii) being hereinafter
                     referred to as the "Judgment Conversion Date")

        (b) If in the case of any proceeding in the court of any jurisdiction
            referred to in Section 5.9(a)(a)(ii) above, there is a change in
            the Exchange Rate prevailing between the Judgment Conversion Date
            and the date of actual payment of the amount due, the applicable
            party shall pay such adjusted amount as may be necessary to ensure
            that the amount paid in the Judgment Currency, when converted at
            the Exchange Rate prevailing on the date of payment, will produce
            the amount of US dollars which could have been purchased with the
            amount of Judgment Currency stipulated in the judgment or judicial
            order at the Exchange Rate prevailing on the Judgment Conversion
            Date.

                                       9
<PAGE>


        (c) Any amount due from the Borrower under this provision shall be
            due as a separate debt and shall not be affected by judgment
            being obtained for any other amounts due under or in respect
            of this Note.

5.10 Severability.  In the event that any provision of this Note is invalid or
     unenforceable under any applicable statute or rule of law, then such
     provision shall be deemed inoperative to the extent that it may conflict
     therewith and shall be deemed modified to conform with such statute or
     rule of law.  Any such provision which may prove invalid or unenforceable
     under any law shall not affect the validity or enforceability of any other
     provision of this Note.

5.11 Maximum Payments.  Nothing contained herein shall be deemed to establish
     or require the payment of a rate of interest or other charges in excess
     of the maximum permitted by applicable law.  In the event that the rate
     of interest required to be paid or other charges hereunder exceed the
     maximum rate permitted by such law, any payments in excess of such
     maximum rate shall be credited against amounts owed by the Borrower
     to the Holder and thus refunded to the Borrower.

5.12 Security Interest.  The Holder has been granted a security interest in
     certain assets of the Borrower as more fully described in the Security
     Agreement and pursuant to each of the Master Security Agreement, the
     Subsidiary Guarantee, and the Stock Pledge Agreement, each dated as of
     the date hereof.

5.13 Registered Obligation.  This Note is intended to be a registered
     obligation within the meaning of Treasury Regulation Section
     1.871-14(c)(1)(i) and the Company (or its agent) shall register
     this Note (and thereafter shall maintain such registration) as to
     both principal and any stated interest.  Notwithstanding any document,
     instrument or agreement relating to this Note to the contrary, transfer
     of this Note (or the right to any payments of principal or stated
     interest thereunder) may only be effected by (i) surrender of this
     Note and either the reissuance by the Company of this Note to the new
     holder or the issuance by the Company of a new instrument to the new
     holder, or (ii) transfer through a book entry system maintained by the
     Company (or its agent), within the meaning of Treasury Regulation
     Section 1871-14(c)(1)(i)(B).


5.14 Construction.  Each party acknowledges that its legal counsel
     participated in the preparation of this Note and, therefore, stipulates
     that the rule of construction that ambiguities are to be resolved against
     the drafting party shall not be applied in the interpretation of this
     Note to favor any party against the other.



[Balance of page intentionally left blank; signature page follows]


                                       10
<PAGE>



IN WITNESS WHEREOF, each Borrower has caused this Amended and Restated Secured
Convertible Minimum Borrowing Note to be signed in its name effective as
of this 14th day of July, 2005.




                                        ON THE GO HEALTHCARE, INC.



                                        By:/s/Stuart Truk
                                        --------------------------
                                        Name: Stuart Truk
                                        Title:CEO

I/We have authority to bind the corporation.



                                       11
<PAGE>



                                  EXHIBIT A

                             NOTICE OF CONVERSION

 (To be executed by the Holder in order to convert the Secured Convertible
  Minimum Borrowing Note)



The undersigned hereby elects to convert $_________ of the principal and
$_________ of the interest due on the Secured Convertible Minimum Borrowing
Note dated as of _________, 200__ (the "Note") issued by On The Go Healthcare
Inc. (the "Company") into shares of Common Stock of the Company in accordance
with the terms and conditions set forth in the Note, as of the date written
below.



Date of Conversion:

Conversion Price:

Shares To Be Delivered:

Signature:

Print Name:

Address:

Holder  DWAC instructions



                                       12
<PAGE>