AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement") is made and
entered into as of July 14, 2005 and Amended and Restated as of
January 13, 2006, by and between On The Go Healthcare, Inc.,
a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the
"Purchaser").

        This Agreement is made pursuant to the Security and Purchase Agreement,
dated as of the date hereof, by and among the Purchaser, the Company (as
amended, modified or supplemented from time to time, the "Security Agreement"),
and pursuant to the Notes and the Warrants referred to therein.


        The Company and the Purchaser hereby agree as follows:


1. Definitions.  Capitalized terms used and not otherwise defined herein that
   are defined in the Security Agreement shall have the meanings given such
   terms in the Security Agreement.  As used in this Agreement, the following
   terms shall have the following meanings:

        "Commission" means the Securities and Exchange Commission.

        "Common Stock" means shares of the Company's common stock, par
        value $0.001 per share.

        "Effectiveness Date" means, (i) with respect to the Registration
        Statement required to be filed in connection with the Minimum Borrowing
        Note and the Term Note issued on the initial funding date under the
        Security Agreement and the Warrants issued on such initial funding
        date, a date no later than one hundred twenty (120) days following
        such initial funding date and (ii) with respect to each additional
        Registration Statement required to be filed hereunder, a date no later
        than thirty (30) days following the applicable Filing Date.

        "Effectiveness Period" has the meaning set forth in Section 2(a).

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
        and any successor statute.

        "Filing Date" means, subject to Section 2(a) below, with respect to
        (1) the Registration Statement which is required to be filed in
        connection with the shares of Common Stock issuable upon conversion
        of the Minimum Borrowing Note and the Term Note made on the initial
        funding date, the date which is thirty (30) days after the amended
        and restated date hereof, (2) the Registration Statement required to
        be filed in connection with the shares of Common Stock issuable to
        the Holder upon exercise of a Warrant, the date which is thirty (30)
        days after the restatement of such Warrant, and (3) the Registration
        Statement required to be filed in connection with the shares of
        Common Stock issuable to the Holder as a result of adjustments to
        the Fixed Conversion Price (as such term is defined in each Note)
        or the Exercise Price (as such term is defined in the Warrant), as
        the case may be, made pursuant to Section 2.5 of the Revolving Note,
        Section 3.5 of the Minimum Borrowing Notes, Section 3.6 of the Term
        Note, Section 4 of the Warrant or otherwise, thirty (30) days after
        the occurrence of such event or the date of the adjustment of the
        Fixed Conversion Price or Exercise Price, as the case may be.
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        "Holder" or "Holders" means the Purchaser or any of its affiliates or
        transferees to the extent any of them hold Registrable Securities,
        other then those purchasing Registrable Securities in a market
        transaction.

        "Indemnified Party" has the meaning set forth in Section 5(c).

        "Indemnifying Party" has the meaning set forth in Section 5(c).

        "Proceeding" means an action, claim, suit, investigation or proceeding
        (including, without limitation, an investigation or partial
        proceeding, such as a deposition), whether commenced or threatened.

        "Prospectus" means the prospectus included in a Registration Statement
        (including, without limitation, a prospectus that includes any
        information previously omitted from a prospectus filed as part of an
        effective registration statement in reliance upon Rule 430A
        promulgated under the Securities Act), as amended or supplemented by
        any prospectus supplement, with respect to the terms of the offering
        of any portion of the Registrable Securities covered by such
        Registration Statement, and all other amendments and supplements to
        the Prospectus, including post-effective amendments, and all material
        incorporated by reference or deemed to be incorporated by reference
        in such Prospectus.

        "Registrable Securities" means the shares of Common Stock issued upon
        the conversion of the Minimum Borrowing Note, the Term Note and
        issuable upon exercise of the Warrants.

        "Registration Statement" means each registration statement required to
        be filed hereunder, including the Prospectus therein, amendments and
        supplements to such registration statement or Prospectus, including
        pre- and post-effective amendments, all exhibits thereto, and all
        material incorporated by reference or deemed to be incorporated by
        reference in such registration statement.

        "Rule 144" means Rule 144 promulgated by the Commission pursuant to
        the Securities Act, as such Rule may be amended from time to time,
        or any similar rule or regulation hereafter adopted by the
        Commission having substantially the same effect as such Rule.

        "Rule 415" means Rule 415 promulgated by the Commission pursuant to
        the Securities Act, as such Rule may be amended from time to time,
        or any similar rule or regulation hereafter adopted by the Commission
        having substantially the same effect as such Rule.

        "Securities Act" means the Securities Act of 1933, as amended, and any
        successor statute.

        "Security Agreement" has the meaning given to such term in the
        Preamble hereto.

        "Trading Market" means any of the NASD Over The Counter Bulletin
        Board, NASDAQ SmallCap Market, the NASDAQ National Market, the
        American Stock Exchange or the New York Stock Exchange

        "Warrants" means the Common Stock purchase warrants issued in
        connection with the Security Agreement, whether on the date thereof
        or thereafter.

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<PAGE>


2. Registration.

        (a) On or prior to each Filing Date, the Company shall prepare and
        file with the Commission a Registration Statement covering the
        Registrable Securities for a selling stockholder resale offering
        to be made on a continuous basis pursuant to Rule 415.  The Company
        shall be required to file no more than two Registration Statements
        registering a Minimum Borrowing Note pursuant to this Agreement.
        The Company shall not be required to prepare or file a Registration
        Statement for less than $500,000 in Registrable Securities.  Each
        Registration Statement shall be on Form S-3 (except if the Company
        is not then eligible to register for resale the Registrable
        Securities on Form S-3, in which case such registration shall be
        on another appropriate form in accordance herewith).  The Company
        shall cause each Registration Statement to become effective and
        remain effective as provided herein.  The Company shall use its
        reasonable commercial efforts to cause each Registration Statement
        to be declared effective under the Securities Act as promptly as
        possible after the filing thereof, but in any event no later than
        the Effectiveness Date.  The Company shall use its reasonable
        commercial efforts to keep each Registration Statement continuously
        effective under the Securities Act until the date which is the
        earlier date of when (i) all Registrable Securities covered by
        such Registration Statement have been sold or (ii) all Registrable
        Securities covered by such Registration Statement may be sold
        immediately without registration under the Securities Act and
        without volume restrictions pursuant to Rule 144(k), as determined
        by the counsel to the Company pursuant to a written opinion letter
        to such effect, addressed and acceptable to the Company's transfer
        agent and the affected Holders (each, an "Effectiveness Period").


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<PAGE>



        (b) Within three business days of the Effectiveness Date, the Company
        shall cause its counsel to issue a blanket opinion in the form
        attached hereto as Exhibit A, to the transfer agent stating that
        the shares are subject to an effective registration statement and can
        be reissued free of restrictive legend upon notice of a sale by the
        Purchaser and confirmation by the Purchaser that it has complied with
        the prospectus delivery requirements, provided that the Company has
        not advised the transfer agent orally or in writing that the opinion
        has been withdrawn. Copies of the blanket opinion required by this
        Section 2(c) shall be delivered to the Purchaser within the time frame
        set forth above.

3. Registration Procedures.  If and whenever the Company is required by the
   provisions hereof to effect the registration of any Registrable Securities
   under the Securities Act, the Company will, as expeditiously as possible:

        (a) prepare and file with the Commission a Registration Statement
            with respect to such Registrable Securities, respond as promptly
            as possible to any comments received from the Commission, and use
            its best efforts to cause such Registration Statement to become
            and remain effective for the Effectiveness Period with respect
            thereto, and promptly make available to the Purchaser copies of
            all filings and Commission letters of comment relating thereto;

        (b) prepare and file with the Commission such amendments and
            supplements to such Registration Statement and the Prospectus
            used in connection therewith as may be necessary to comply with
            the provisions of the Securities Act with respect to the
            disposition of all Registrable Securities covered by such
            Registration Statement and to keep such Registration Statement
            effective until the expiration of the Effectiveness Period
            applicable to such Registration Statement;

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<PAGE>


        (c) make available to the Purchaser such number of copies of the
            Registration Statement and the Prospectus included therein
            (including each preliminary Prospectus) as the Purchaser
            reasonably may request to facilitate the public sale or
            disposition of the Registrable Securities covered by such
            Registration Statement;

        (d) use its commercially reasonable efforts to register or qualify
            the Purchaser's Registrable Securities covered by such
            Registration Statement under the securities or "blue sky"
            laws of such jurisdictions within the United States as the
            Purchaser may reasonably request, provided, however, that the
            Company shall not for any such purpose be required to qualify
            generally to transact business as a foreign corporation in any
            jurisdiction where it is not so qualified or to consent to
            general service of process in any such jurisdiction;

        (e) list the Registrable Securities covered by such Registration
            Statement with any securities exchange on which the Common
            Stock of the Company is then listed;

        (f) immediately notify the Purchaser at any time when a Prospectus
            relating thereto is required to be delivered under the Securities
            Act, of the happening of any event of which the Company has
            knowledge as a result of which the Prospectus contained in such
            Registration Statement, as then in effect, includes an untrue
            statement of a material fact or omits to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;
            and

        (g) make available for inspection by the Purchaser and any attorney,
            accountant or other agent retained by the Purchaser, all publicly
            available, non-confidential financial and other records,
            pertinent corporate documents and properties of the Company,
            and cause the Company's officers, directors and employees to
            supply all publicly available, non-confidential information
            reasonably requested by the attorney, accountant or agent of
            the Purchaser.

        The Holder acknowledges that information provided pursuant to this
        section and elsewhere in this Agreement may constitute material,
        non-public information.  While in possession of such information,
        the Holders, including their principals and affiliates, will not
        trade in the Company's securities or violate the securities laws of
        any jurisdiction, absent an exemption from applicable securities
        law.  Additionally, the Holders agree to keep such information
        confidential and to provide such further confidentiality agreements
        as reasonably requested by the Company.

4. Registration Expenses.  All expenses relating to the Company's compliance
   with Sections 2 and 3 hereof, including, without limitation, all
   registration and filing fees, printing expenses, fees and disbursements
   of counsel and independent public accountants for the Company, fees and
   expenses (including reasonable counsel fees) incurred in connection with
   complying with state securities or "blue sky" laws, fees of the NASD,
   transfer taxes, fees of transfer agents and registrars, fees of, and
   disbursements incurred by, one counsel for the Holders are called
   "Registration Expenses". All selling commissions applicable to the
   sale of Registrable Securities, including any fees and disbursements
   of any special counsel to the Holders beyond those included in
   Registration Expenses, are called "Selling Expenses."  The Company
   shall only be responsible for all Registration Expenses.

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<PAGE>


5. Indemnification.

        (a) In the event of a registration of any Registrable Securities
            under the Securities Act pursuant to this Agreement, the Company
            will indemnify and hold harmless each Holder, and its officers,
            directors and each other person, if any, who controls such Holder
            within the meaning of the Securities Act, against any losses,
            claims, damages or liabilities, joint or several, to which such
            Holder, or such persons may become subject under the Securities
            Act or otherwise, insofar as such losses, claims, damages or
            liabilities (or actions in respect thereof) arise out of or are
            based upon any untrue statement or alleged untrue statement of
            any material fact contained in any Registration Statement under
            which such Registrable Securities were registered under the
            Securities Act pursuant to this Agreement, any preliminary
            Prospectus or final Prospectus contained therein, or any amendment
            or supplement thereof, or arise out of or are based upon the
            omission or alleged omission to state therein a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading, and will reimburse such Holder, and each
            such person for any reasonable legal or other expenses incurred by
            them in connection with investigating or defending any such loss,
            claim, damage, liability or action; provided, however, that the
            Company will not be liable in any such case if and to the extent
            that any such loss, claim, damage or liability arises out of or is
            based upon an untrue statement or alleged untrue statement or
            omission or alleged omission so made in conformity with information
            furnished by or on behalf of the Purchaser or any such person in
            writing specifically for use in any such document.

        (b) In the event of a registration of the Registrable Securities under
            the Securities Act pursuant to this Agreement, the Purchaser will
            indemnify and hold harmless the Company, and its officers,
            directors and each other person, if any, who controls the Company
            within the meaning of the Securities Act, against all losses,
            claims, damages or liabilities, joint or several, to which the
            Company or such persons may become subject under the Securities
            Act or otherwise, insofar as such losses, claims, damages or
            liabilities (or actions in respect thereof) arise out of or are
            based upon any untrue statement or alleged untrue statement of
            any material fact which was furnished in writing by the Purchaser
            to the Company expressly for use in (and such information is
            contained in) the Registration Statement under which such
            Registrable Securities were registered under the Securities Act
            pursuant to this Agreement, any preliminary Prospectus or final
            Prospectus contained therein, or any amendment or supplement
            thereof, or arise out of or are based upon the omission or alleged
            omission to state therein a material fact required to be stated
            therein or necessary to make the statements therein not misleading,
            and will reimburse the Company and each such person for any
            reasonable legal or other expenses incurred by them in connection
            with investigating or defending any such loss, claim, damage,
            liability or action, provided, however, that the Purchaser will
            be liable in any such case if and only to the extent that any
            such loss, claim, damage or liability arises out of or is based
            upon an untrue statement or alleged untrue statement or omission
            or alleged omission so made in conformity with information
            furnished in writing to the Company by or on behalf of the
            Purchaser specifically for use in any such document.
            Notwithstanding the provisions of this paragraph, the Purchaser
            shall not be required to indemnify any person or entity in excess
            of the amount of the aggregate net proceeds received by the
            Purchaser in respect of Registrable Securities in connection with
            any such registration under the Securities Act.

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<PAGE>


        (c) Promptly after receipt by a party entitled to claim
            indemnification hereunder (an "Indemnified Party") of notice of
            the commencement of any action, such Indemnified Party shall, if
            a claim for indemnification in respect thereof is to be made
            against a party hereto obligated to indemnify such Indemnified
            Party (an "Indemnifying Party"), notify the Indemnifying Party
            in writing thereof, but the omission so to notify the
            Indemnifying Party shall not relieve it from any liability
            which it may have to such Indemnified Party other than under
            this Section 5(c) and shall only relieve it from any liability
            which it may have to such Indemnified Party under this
            Section 5(c) if and to the extent the Indemnifying Party is
            prejudiced by such omission. In case any such action shall be
            brought against any Indemnified Party and it shall notify the
            Indemnifying Party of the commencement thereof, the
            Indemnifying Party shall be entitled to participate in and, to
            the extent it shall wish, to assume and undertake the defense
            thereof with counsel satisfactory to such Indemnified Party,
            and, after notice from the Indemnifying Party to such
            Indemnified Party of its election so to assume and undertake
            the defense thereof, the Indemnifying Party shall not be liable
            to such Indemnified Party under this Section 5(c) for any legal
            expenses subsequently incurred by such Indemnified Party in
            connection with the defense thereof; if the Indemnified Party
            retains its own counsel, then the Indemnified Party shall pay
            all fees, costs and expenses of such counsel, provided, however,
            that, if the defendants in any such action include both the
            Indemnified Party and the Indemnifying Party and the Indemnified
            Party shall have reasonably concluded that there may be reasonable
            defenses available to it which are different from or additional
            to those available to the Indemnifying Party or if the interests
            of the Indemnified Party reasonably may be deemed to conflict
            with the interests of the Indemnifying Party, the Indemnified
            Party shall have the right to select one separate counsel and
            to assume such legal defenses and otherwise to participate in
            the defense of such action, with the reasonable expenses and
            fees of such separate counsel and other expenses related to
            such participation to be reimbursed by the Indemnifying Party
            as incurred.

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<PAGE>


        (d) In order to provide for just and equitable contribution in the
            event of joint liability under the Securities Act in any case in
            which either (i) the Purchaser, or any officer, director or
            controlling person of the Purchaser, makes a claim for
            indemnification pursuant to this Section 5 but it is judicially
            determined (by the entry of a final judgment or decree by a court
            of competent jurisdiction and the expiration of time to appeal
            or the denial of the last right of appeal) that such
            indemnification may not be enforced in such case notwithstanding
            the fact that this Section 5 provides for indemnification in
            such case, or (ii) contribution under the Securities Act may be
            required on the part of the Purchaser or such officer, director
            or controlling person of the Purchaser in circumstances for
            which indemnification is provided under this Section 5; then,
            and in each such case, the Company and the Purchaser will
            contribute to the aggregate losses, claims, damages or liabilities
            to which they may be subject (after contribution from others)
            in such proportion so that the Purchaser is responsible only for
            the portion represented by the percentage that the public offering
            price of its securities offered by the Registration Statement
            bears to the public offering price of all securities offered by
            such Registration Statement, provided, however, that, in any such
            case, (A) the Purchaser will not be required to contribute any
            amount in excess of the public offering price of all such
            securities offered by it pursuant to such Registration Statement;
            and (B) no person or entity guilty of fraudulent misrepresentation
            (within the meaning of Section 10(f) of the Act) will be
            entitled to contribution from any person or entity who was
            not guilty of such fraudulent misrepresentation.

6. Representations and Warranties.

        (a) The Company has timely filed all proxy statements, reports,
            schedules, forms, statements and other documents required to be
            filed by it under the Exchange Act(collectively, the "SEC
            Reports").  Each SEC Report was, at the time of its filing,
            in substantial compliance with the requirements of its respective
            form and none of the SEC Reports, nor the financial statements
            (and the notes thereto) included in the SEC Reports, as of their
            respective filing dates, contained any untrue statement of a
            material fact or omitted to state a material fact required to
            be stated therein or necessary to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading.  The financial statements of the Company included
            in the SEC Reports comply as to form in all material respects
            with applicable accounting requirements and the published rules
            and regulations of the Commission or other applicable rules and
            regulations with respect thereto.  Such financial statements have
            been prepared in accordance with generally accepted accounting
            principles ("GAAP") applied on a consistent basis during the
            periods involved (except (i) as may be otherwise indicated in
            such financial statements or the notes thereto or (ii) in the
            case of unaudited interim statements, to the extent they may
            not include footnotes or may be condensed) and fairly present
            in all material respects the financial condition, the results of
            operations and the cash flows of the Company and its subsidiaries,
            on a consolidated basis, as of, and for, the periods presented
            in each such SEC Report.

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<PAGE>


        (b) The Common Stock is quoted for trading on the NASD Over The
            Counter Bulletin Board and satisfies all requirements for the
            continuation of such quotation, and the Company shall do all
            things necessary for the continuation of such quotation.  The
            Company has not received any notice that its Common Stock will
            no longer be quoted on the NASDAQ Over The Counter Bulletin Board
            (except for prior notices which have been fully remedied) or that
            the Common Stock does not meet all requirements for the
            continuation of such listing

        (c) Neither the Company, nor any of its affiliates, nor any person
            acting on its or their behalf, has directly or indirectly made
            any offers or sales of any security or solicited any offers to
            buy any security under circumstances that would cause the
            offering of the Securities pursuant to the Security Agreement
            to be integrated with prior offerings by the Company for purposes
            of the Securities Act which would prevent the Company from selling
            the Common Stock pursuant to Rule 506 under the Securities Act,
            or any applicable exchange-related stockholder approval provisions,
            nor will the Company or any of its affiliates or subsidiaries take
            any action or steps that would cause the offering of the Common
            Stock to be integrated with other offerings (other than such
            concurrent offering to the Purchaser).

        (d) The Warrants, the Notes and the shares of Common Stock which the
            Purchaser may acquire pursuant to the Warrants and the Notes are
            all restricted securities under the Securities Act as of the date
            of this Agreement.  The Company will not issue any stop transfer
            order or other order impeding the sale and delivery of any of the
            Registrable Securities at such time as such Registrable Securities
            are registered for public sale or an exemption from registration
            is available, except as required by law.

        (e) The Company understands the nature of the Registrable Securities
            issuable upon the conversion of each Note and the exercise of each
            Warrant and recognizes that the issuance of such Registrable
            Securities may have a potential dilutive effect.  The Company
            specifically acknowledges that its obligation to issue the
            Registrable Securities is binding upon the Company and
            enforceable regardless of the dilution such issuance may have on
            the ownership interests of other shareholders of the Company.

        (f) The Company has filed material agreements with the Commission
            as exhibits to a registration statement or to a form
            required to be filed by the Company under the Exchange Act.

        (g) The Company will at all times have authorized and reserved a
            sufficient number of shares of Common Stock for the full conversion
            of each Note and exercise of the Warrants.

        (h) The Company may require each selling Holder to furnish to the
            Company information regarding such Holder and the distribution of
            such Registrable Securities as is required by law to be disclosed
            in the Registration Statement, and the Company may exclude from
            such registration the Registrable Securities of any such Holder
            who unreasonably fails to furnish such information within a
            reasonable time after receiving such request.  The Holders warrant
            to promptly (1) respond to any Commission comments relating to
            the Holders and (2) providing any other information required by
            law or reasonable comments from the Staff of the Commission for
            disclosure in the Registration Statement.

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7. Miscellaneous.

        (a) Remedies.  In the event of a breach by the Company or by a Holder,
            of any of their respective obligations under this Agreement, each
            Holder or the Company, as the case may be, in addition to being
            entitled to exercise all rights granted by law and under this
            Agreement, including recovery of damages, will be entitled to
            specific performance of its rights under this Agreement.

        (b) No Piggyback on Registrations.  Except as and to the extent set
            forth on Schedule 7(b) hereto, neither the Company nor any of its
            security holders (other than the Holders in such capacity pursuant
            hereto) may include securities of the Company in any Registration
            Statement other than the Registrable Securities, and the Company
            shall not after the date hereof enter into any agreement providing
            any such right for inclusion of shares in the Registration Statement
            to any of its security holders..  Except as and to the extent
            specified in Schedule 7(b) hereto, the Company has not previously
            entered into any agreement granting any registration rights with
            respect to any of its securities to any Person that have not
            been fully satisfied.

        (c) Compliance.  Each Holder covenants and agrees that it will comply
            with the prospectus delivery requirements of the Securities Act as
            applicable to it in connection with sales of Registrable Securities
            pursuant to any Registration Statement.

        (d) Discontinued Disposition.  Each Holder agrees by its acquisition
            of such Registrable Securities that, upon receipt of a notice from
            the Company of the occurrence of a Discontinuation Event (as
            defined below), such Holder will forthwith discontinue disposition
            of such Registrable Securities under the applicable Registration
            Statement until such Holder's receipt of the copies of the
            supplemented Prospectus and/or amended Registration Statement or
            until it is advised in writing (the "Advice") by the Company that
            the use of the applicable Prospectus may be resumed, and, in either
            case, has received copies of any additional or supplemental filings
            that are incorporated or deemed to be incorporated by reference
            in such Prospectus or Registration Statement.  The Company may
            provide appropriate stop orders to enforce the provisions of this
            paragraph.  For purposes of this Agreement, a "Discontinuation
            Event" shall mean (i) when the Commission notifies the Company
            whether there will be a "review" of such Registration Statement
            and whenever the Commission comments in writing on such
            Registration Statement (the Company shall provide true and
            complete copies thereof and all written responses thereto to
            each of the Holders); (ii) any request by the Commission or any
            other Federal or state governmental authority for amendments or
            supplements to such Registration Statement or Prospectus or for
            additional information; (iii) the issuance by the Commission of

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            any stop order suspending the effectiveness of such Registration
            Statement covering any or all of the Registrable Securities or
            the initiation of any Proceedings for that purpose; (iv) the
            receipt by the Company of any notification with respect to the
            suspension of the qualification or exemption from qualification
            of any of the Registrable Securities for sale in any jurisdiction,
            or the initiation or threatening of any Proceeding for such
            purpose; and/or (v) the occurrence of any event or passage of
            time that makes the financial statements included in such
            Registration Statement ineligible for inclusion therein or any
            statement made in such Registration Statement or Prospectus or
            any document incorporated or deemed to be incorporated therein
            by reference untrue in any material respect or that requires any
            revisions to such Registration Statement, Prospectus or other
            documents so that, in the case of such Registration Statement or
            Prospectus, as the case may be, it will not contain any untrue
            statement of a material fact or omit to state any material fact
            required to be stated therein or necessary to make the statements
            therein, in light of the circumstances under which they were made,
            not misleading.

        (e) Piggy-Back Registrations.  If at any time during any Effectiveness
            Period there is not an effective Registration Statement covering
            all of the Registrable Securities required to be covered during
            such Effectiveness Period and the Company shall determine to
            prepare and file with the Commission a registration statement
            relating to an offering for its own account or the account of
            others under the Securities Act of any of its equity securities,
            other than on Form S-4 or Form S-8 (each as promulgated under the
            Securities Act) or their then equivalents relating to equity
            securities to be issued solely in connection with any acquisition
            of any entity or business or equity securities issuable in
            connection with stock option or other employee benefit plans,
            then the Company shall send to each Holder written notice of such
            determination and, if within fifteen (15) days after receipt of
            such notice, any such Holder shall so request in writing, the
            Company shall include in such registration statement all or any
            part of such Registrable Securities such Holder requests to be
            registered, to the extent the Company may do so without violating
            registration rights of others which exist as of the date of this
            Agreement, subject to customary underwriter cutbacks applicable
            to all holders of registration rights and subject to obtaining
            any required consent of any selling stockholder(s) to such
            inclusion under such registration statement.

        (f) Amendments and Waivers.  The provisions of this Agreement,
            including the provisions of this sentence, may not be amended,
            modified or supplemented, and waivers or consents to departures
            from the provisions hereof may not be given, unless the same
            shall be in writing and signed by the Company and the Holders
            of the then outstanding Registrable Securities.  Notwithstanding
            the foregoing, a waiver or consent to depart from the provisions
            hereof with respect to a matter that relates exclusively to the
            rights of certain Holders and that does not directly or indirectly
            affect the rights of other Holders may be given by Holders of at
            least a majority of the Registrable Securities to which such
            waiver or consent relates; provided, however, that the provisions
            of this sentence may not be amended, modified, or supplemented
            except in accordance with the provisions of the immediately
            preceding sentence.

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<PAGE>


        (g) Notices.  Any notice or request hereunder may be given to the
            Company or the Purchaser at the respective addresses set forth
            below or as may hereafter be specified in a notice designated
            as a change of address under this Section 7(g).  Any notice or
            request hereunder shall be given by registered or certified mail,
            return receipt requested, hand delivery, overnight mail, Federal
            Express or other national overnight next day carrier (collectively,
            "Courier") or telecopy (confirmed by mail).  Notices and requests
            shall be, in the case of those by hand delivery, deemed to have
            been given when delivered to any party to whom it is addressed,
            in the case of those by mail or overnight mail, deemed to have
            been given three (3) business days after the date when deposited
            in the mail or with the overnight mail carrier, in the case of a
            Courier, the next business day following timely delivery of the
            package with the Courier, and, in the case of a telecopy, when
            confirmed.  The address for such notices and communications
            shall be as follows:

        (h) If to the Company:          On The Go Healthcare, Inc.
                                        85 Corstate Avenue, Unit #1
                                        Concord, Ontario
                                        Canada L4K 4Y2
                                        Attention:Stuart Turk
                                        Facsimile:

        with a copy to:
                                        Trombly Business Law
                                        1163 Walnut Street, Suite 7
                                        Newton, MA  02459
                                        Attention:  Amy Trombly
                                        Facsimile:  (617) 243-0066

        If to a Purchaser:      To the address set forth under such Purchaser
                                name on the signature pages hereto.

        If to any other Person who is

        then the registered Holder:     To the address of such Holder as it
                                        appears in the stock transfer books
                                        of the Company

        or such other address as may be designated in writing hereafter in
        accordance with this Section 7(g) by such Person.

        (i) Successors and Assigns.  This Agreement shall inure to the benefit
            of and be binding upon the successors and permitted assigns of each
            of the parties and shall inure to the benefit of each Holder.
            The Company may not assign its rights or obligations hereunder
            without the prior written consent of each Holder.  Each Holder
            may assign their respective rights hereunder in the manner and
            to the Persons as permitted under the Notes and the Securities
            Purchase Agreement.

                                       12
<PAGE>


        (j) Execution and Counterparts.  This Agreement may be executed in
            any number of counterparts, each of which when so executed shall
            be deemed to be an original and, all of which taken together shall
            constitute one and the same agreement.  In the event that any
            signature is delivered by facsimile transmission, such signature
            shall create a valid binding obligation of the party executing
            (or on whose behalf such signature is executed) the same with
            the same force and effect as if such facsimile signature were
            the original thereof.

        (k) Governing Law, Jurisdiction and Waiver of Jury Trial.  THIS
            AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
            ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
            CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
            PRINCIPLES OF CONFLICTS OF LAW.  The Company hereby consents
            and agrees that the state or federal courts located in the County
            of New York, State of New York shall have exclusion jurisdiction
            to hear and determine any Proceeding between the Company, on the
            one hand, and the Purchaser, on the other hand, pertaining to
            this Agreement or to any matter arising out of or related to
            this Agreement; provided, that the Purchaser and the Company
            acknowledge 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
            Agreement shall be deemed or operate to preclude the Purchaser
            from bringing a Proceeding in any other jurisdiction to collect
            the 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 Purchaser.  The Company expressly
            submits and consents in advance to such jurisdiction in any
            Proceeding commenced in any such court, and the Company hereby
            waives any objection which it may have based upon lack of
            personal jurisdiction, improper venue or forum non conveniens.
            The Company hereby waives personal service of the summons,
            complaint and other process issued in any such Proceeding and
            agrees that service of such summons, complaint and other
            process may be made by registered or certified mail addressed
            to the Company at the address set forth in Section 7(g) 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.  The
            parties hereto desire that their 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, the parties hereto waive all rights to trial by
            jury in any Proceeding brought to resolve any dispute, whether
            arising in contract, tort, or otherwise between the Purchaser
            and/or the Company arising out of, connected with, related or
            incidental to the relationship established between then in
            connection with this Agreement.  If either party hereto shall
            commence a Proceeding to enforce any provisions of this
            Agreement, the Security Agreement or any other Ancillary
            Agreement, then the prevailing party in such Proceeding shall
            be reimbursed by the other party for its reasonable attorneys'
            fees and other costs and expenses incurred with the investigation,
            preparation and prosecution of such Proceeding.

                                       13
<PAGE>


        (l) Cumulative Remedies.  The remedies provided herein are cumulative
            and not exclusive of any remedies provided by law.

        (m) Severability.  If any term, provision, covenant or restriction of
            this Agreement is held by a court of competent jurisdiction to be
            invalid, illegal, void or unenforceable, the remainder of the
            terms, provisions, covenants and restrictions set forth herein
            shall remain in full force and effect and shall in no way be
            affected, impaired or invalidated, and the parties hereto shall
            use their reasonable efforts to find and employ an alternative
            means to achieve the same or substantially the same result as
            that contemplated by such term, provision, covenant or restriction.
            It is hereby stipulated and declared to be the intention of the
            parties that they would have executed the remaining terms,
            provisions, covenants and restrictions without including any of
            such that may be hereafter declared invalid, illegal, void or
            unenforceable.

        (n) Headings.  The headings in this Agreement are for convenience of
            reference only and shall not limit or otherwise affect the meaning
            hereof.



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


                                       14
<PAGE>




IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Registration Rights Agreement as of the date first written above.

                                        ON THE GO HEALTHCARE, INC.



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




                                        LAURUS MASTER FUND, LTD.

                                        By:/s/David Grin
                                        -------------------------
                                        Name:David Grin
                                        Title: Director

                                        Address for Notices:

                                        825 Third Avenue, 14th Floor
                                        New York, New York 10022
                                        Attention:  David Grin
                                        Facsimile:  212-541-4434



                                       15
<PAGE>



                                  EXHIBIT A


____________, 200___


[Continental Stock Transfer
& Trust Company
Two Broadway
New York, New York  10004
Attn:  William Seegraber]


Re:     On The Go Healthcare, Inc. Registration Statement on Form SB-2

Ladies and Gentlemen:

I have been counsel to On The Go Healthcare, Inc. (the "Company") in connection
with the preparation and  filing with the Securities and Exchange Commission
of a Registration  Statement on Form  SB-2, Registration No. 333-XXXXX (the
"Registration Statement")., I have been requested to render my opinion to you
in connection with the resale by the individuals or entities listed on
Schedule A attached hereto (the "Selling Stockholders"), of an aggregate
of __________ shares (the "Shares") of the Company's Common Stock.  I have
been notified by the Staff of the Securities and Exchange Commission that
the Registration Statement on Form SB-2 under the Securities Act of 1933,
as amended (the "Act"), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on [date].

In forming my opinion, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies.

Based upon the foregoing, upon request by the Selling Stockholders at any
time while the registration statement remains effective, it is my opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration
by the Selling Stockholders may be issued without restrictive legend.  I
will advise you if the registration statement is not available or effective
at any point in the future.

My opinion is limited to the Delaware General Corporation Law and federal
securities laws of the United States and I express no opinion with respect
to the laws of any other jurisdiction. No opinion is expressed herein with
respect to the qualification of the Shares under the securities or blue sky
laws of any state or any foreign jurisdiction.


Very truly yours,


[Company counsel]



                                       16
<PAGE>





                            Schedule A to Exhibit A



Selling Stockholder             R/N/O           Shares          Being Offered













SCHEDULE 7(b)

        The items below have been issued as indicated:

        Name of Shareholder            Date Issued     Stock Issued     Shares

        DAVID CHILDS                   05/09/05        RESTRICTED       10,000
        DOUG CLARK                     05/09/05        RESTRICTED       25,000
        TONY DIVERONICA                05/09/05        RESTRICTED        7,500
        JENNIFER GARDINER              05/26/05        RESTRICTED       25,000
        STEVEN GRYFE                   03/23/05        RESTRICTED        2,000
        THIRUSENTHIL NAVARATNARAJH     05/09/05        RESTRICTED        5,000
        JOHN PENTONY                   03/23/05        RESTRICTED       17,500
        CAROLINE PILGRIM               05/09/05        RESTRICTED        5,000
        FRANK ABATE                    05/26/05        RESTRICTED      100,000
        BRETT W GOLD                   05/26/05        RESTRICTED       75,000
                                       05/26/05        "C" Warrants     75,000
        AL KAU                         05/09/05        RESTRICTED       20,000
                                       05/09/05        "C" Warrants     50,000

        KEYSER MASON BALL LLP ITF      07/29/05        RESTRICTED      750,000
        KEYSER MASON BALL LLP ITF      07/29/05        RESTRICTED      250,000
        KEYSER MASON BALL LLP ITF      07/29/05        RESTRICTED      250,000
        NADAV ELITUV                   08/11/05        RESTRICTED       50,000
                                       08/11/05        "C" Warrants     50,000
        KEYSER MASON BALL LLP ITF      08/11/05        RESTRICTED      200,000
        NORM DROLET                    10/24/05        RESTRICTED       25,000
        ETTORE NACCARATO               10/24/05        RESTRICTED       25,000
        PASADENA CAPITAL PARTNERS      11/11/05        RESTRICTED       23,500
        DUTCHESS PRIVATE EQUITIES      12/01/05        RESTRICTED      180,000
        SHAZAMSTOCKS INC               12/15/05        RESTRICTED       30,000
        DUTCHESS PRIVATE EQUITIES      01/05/06        RESTRICTED      280,000
        ROCH BELISLE                   01/09/06        RESTRICTED        7,500
        NORM DROLET                    01/09/06        RESTRICTED      475,000
        BRIAN MC GILLIS                01/09/06        RESTRICTED       10,000
        ETTORE NACCARATO               01/09/06        RESTRICTED      475,000
        CARLOS VENTURA                 01/09/06        RESTRICTED      100,000
        ROBIN RICALIS                  01/09/06        RESTRICTED       37,500
        ZHOU WEI                       01/09/06        RESTRICTED        5,000

Shares that may be required for Dutchess Private Equities ELOC or any
subsequent financing Laurus waives their rights in.



                                       17
<PAGE>