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 TERM 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 Five Hundred Thousand Dollars in lawful money of
the United States (US$500,000), together with any accrued and unpaid
interest hereon, on July 14, 2008 (the "Maturity Date") if not sooner
indefeasibly paid in full.   This Note amends and restates in its
entirety (and is given in substitution for and not in satisfaction of)
that certain $500,000 Secured Convertible Term 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 Company 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 Secured
Convertible Term Note (this "Note"):


ARTICLE I

CONTRACT RATE AND AMORTIZATION

1.1 Contract Rate.  Subject to Sections 4.2 and 5.10, 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
    (2.0%) (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.
    The Contract Rate shall not at any time be less
    than eight percent (8.0%).  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
<PAGE>


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")

1.3 Principal Payments.  Amortizing payments of the aggregate principal
    amount outstanding under this Note at any time (the "Principal Amount")
    shall be made by the Company on December 1, 2005 and on the first
    business day of each succeeding month thereafter through and including
    the Maturity Date (each, an "Amortization Date").  Subject to
    Article III below, commencing on the first Amortization Date, the
    Company shall make monthly payments to the Holder on each Repayment
    Date, each such payment in the amount of $15,625 together with any
    accrued and unpaid interest on such portion of the Principal Amount
    plus any and all other unpaid amounts which are then owing under this
    Note, the Purchase Agreement and/or any other Related Agreement
    (collectively, the "Monthly Amount").  Any outstanding Principal
    Amount together with any accrued and unpaid interest and any and
    all other unpaid amounts which are then owing by the Company to the
    Holder under this Note, the Purchase Agreement and/or any other
    Related Agreement shall be due and payable on the Maturity Date.

1.4 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.

                                       2
<PAGE>


1.5 Taxes.

        (a) If permissible by law, any and all payments by the Borrower
            hereunder, including any amounts received on a conversion or
            redemption of this 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, charged, levied,
            imposed or required to be deducted or withheld by any federal,
            state or provincial government or other political subdivision
            and any agency, department or other entity exercising executive,
            legislative judicial, regulatory or administrative functions of
            or  pertaining to such government ("Government Authority"), and
            all liabilities with respect thereto, excluding, for certainty,
            taxes imposed on net income or profit and capital, capital gains,
            sales or franchise taxes of the Holder (all such non-excluded
            taxes, levies, imposts, deductions, charges withholdings and
            liabilities, collectively or individually, "Taxes").  The Company
            covenants and agrees that if a 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 1.5) 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 Company hereby 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 Company further covenants and agrees that 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.

        (c) The Company 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 1.5) paid by the Holder, 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 the Holder makes written demand therefor specifying in
            reasonable detail the nature and amount of such Taxes or Other
            Taxes.

        (d) The obligations of the Company under this Section 1.5 shall
            survive the termination and the payment of this Note and all
            other amounts payable hereunder.

                                       3
<PAGE>


ARTICLE II

CONVERSION AND REDEMPTION

2.1 Payment of Monthly Amount.

        (a) Payment in Cash or Common Stock.  If the Monthly Amount (or a
            portion of such Monthly Amount if not all of the Monthly Amount
            may be converted into shares of Common Stock pursuant to
            Section 3.2) is required to be paid in cash pursuant to
            Section 2.1(b), then the Company shall pay the Holder an amount
            in cash equal to 100% of the Monthly Amount (or such portion of
            such Monthly Amount to be paid in cash) due and owing to the
            Holder on the Amortization Date.  If the Monthly Amount (or a
            portion of such Monthly Amount if not all of the Monthly Amount
            may be converted into shares of Common Stock pursuant to
            Section 3.2) is required to be paid in shares of Common Stock
            pursuant to Section 2.1(b), the number of such shares to be
            issued by the Company to the Holder on such Amortization Date
            (in respect of such portion of the Monthly Amount converted
            into shares of Common Stock pursuant to Section 2.1(b)), shall
            be the number determined by dividing (i) the portion of the
            Monthly Amount converted into shares of Common Stock, by (ii)
            the then applicable Fixed Conversion Price.  For purposes hereof,
            subject to Section 3.6 hereof, the initial "Fixed Conversion
            Price" means $.50.

        (b) Monthly Amount Conversion Conditions.  Subject to Sections
            2.1(a), 2.2, and 3.2 hereof, the Holder shall convert into shares
            of Common Stock all or a portion of the Monthly Amount due on
            each Amortization Date if the following conditions (the
            "Conversion Criteria") are satisfied: (i) the average closing
            price of the Common Stock as reported by Bloomberg, L.P. on the
            Principal Market for the five (5) trading days immediately
            preceding such Amortization Date shall be greater than or equal
            to one hundred fifteen percent (115%) of the Fixed Conversion
            Price and (ii) the amount of such conversion does not exceed
            twenty five percent (25%) of the aggregate dollar trading volume
            of the Common Stock for the period of twenty-two (22) trading
            days immediately preceding such Amortization Date.  If subsection
            (i) of the Conversion Criteria is met but subsection (ii) of the
            Conversion Criteria is not met as to the entire Monthly Amount,
            the Holder shall convert only such part of the Monthly Amount
            that meets subsection (ii) of the Conversion Criteria.  Any
            portion of the Monthly Amount due on an Amortization Date that
            the Holder has not been able to convert into shares of Common
            Stock due to the failure to meet the Conversion Criteria, shall
            be paid in cash by the Company at the rate of 100% of the Monthly
            Amount otherwise due on such Amortization Date, within three
            (3) business days of such Amortization Date.

                                       4
<PAGE>


2.2 No Effective Registration.  Notwithstanding anything to the contrary
    herein, none of the Company's obligations to the Holder may be converted
    into Common Stock unless (a) either (i) an effective current Registration
    Statement (as defined in the Registration Rights Agreement) covering the
    shares of Common Stock to be issued in connection with satisfaction of
    such obligations exists or (ii) an exemption from registration for resale
    of all of the Common Stock issued and issuable is available pursuant to
    Rule 144 of the Securities Act and (b) no Event of Default (as hereinafter
    defined) exists and is continuing, unless such Event of Default is cured
    within any applicable cure period or otherwise waived in writing by the
    Holder.

2.3 Optional Redemption in Cash.  The Company may prepay this Note ("Optional
    Redemption") by paying to the Holder a sum of money equal to one
    hundred thirty percent (130%) of the Principal Amount outstanding at
    such time 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 Purchase Agreement or any other Related Agreement (the
    "Redemption Amount") outstanding on the Redemption Payment Date (as
    defined below).  The Company 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) business 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 (as hereinafter
    defined) or for conversions elected to be made by the Holder pursuant
    to Section 3.3 during the Redemption Period.  The Redemption Amount
    shall be determined as if the 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 must be paid in
    good funds to the Holder.  In the event the Company fails to pay the
    Redemption Amount on the Redemption Payment Date as set forth herein,
    then such Redemption Notice will be null and void.

ARTICLE III

HOLDER'S CONVERSION RIGHTS

3.1 Optional Conversion.  Subject to the terms set forth in this
    Article III, the Holder shall have the right, but not the obligation, to
    convert all or any portion of the issued and outstanding Principal Amount
    and/or accrued interest and fees due and payable into fully paid and
    nonassessable shares of Common Stock at the Fixed Conversion Price.
    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 following notice to any Company
    upon the occurrence and during the continuance of an Event of Default,
    or upon 75 days prior notice to the Borrower.  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 Company.  The
    Holder shall be solely responsible for determining its ownership pursuant
    to this Section 3.2.

                                       5
<PAGE>


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 B hereto (appropriate completed)  ("Notice of Conversion")
        to the Company 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 Company within two (2) business days after the
        Conversion Date.  Each date on which a Notice of Conversion is
        delivered or telecopied to the Company 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
        Company 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 Company 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.

3.4 Late Payments.  The 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 Borrower shall pay late payments to the Holder for
    any late issuance of Conversion Shares in the form required pursuant to
    this Article II upon conversion of this Note, in the amount equal to
    $500 per business day after the Delivery Date.  The Borrower shall make
    any payments incurred under this Section in immediately available funds
    upon demand.

                                       6
<PAGE>


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.  In the event of any
    conversions of a portion of the outstanding Principal Amount pursuant to
    this Article III, such conversions shall be deemed to constitute
    conversions of the outstanding Principal Amount applying to Monthly
    Amounts for the remaining Amortization Dates in chronological order.

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 this Note 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.

                                       7
<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 Minimum Borrowing 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 the Registration Rights
    Agreement.

3.9 Issuance of New Note.  Upon any partial conversion of this Note, a new
    Note containing the same date and provisions of this Note shall, at the
    request of the Holder, be issued by the Borrower to the Holder for the
    principal balance of this Note and interest which shall not have been
    converted or paid.  Subject to the provisions of Article IV of this Note,
    the Company shall not pay any costs, fees or any other consideration to
    the Holder for the production and issuance of a new Note.

                                       8
<PAGE>


ARTICLE IV

EVENTS OF DEFAULT

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

4.2 Default Interest.  Following the occurrence and during the continuance of
    an Event of Default, the Company shall pay additional interest on this
    Note in an amount equal to two percent (2%) per month, and all outstanding
    obligations under this Note, the Purchase Agreement and each other
    Related Agreement, 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 demand repayment in
    full of all obligations and liabilities owing by Company to the Holder
    under this Note, the Purchase Agreement and/or any other Related Agreement
    and/or may elect, in addition to all rights and remedies of the Holder
    under the Purchase Agreement and the other Related Agreements and all
    obligations and liabilities of the Company under the Purchase Agreement
    and the other Related Agreements, to require the Company 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 this Note, the Purchase Agreement,
    and/or the other Related Agreements, then to accrued and unpaid interest
    due on this Note and then to the outstanding principal balance of this
    Note.  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.

                                       9
<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 Company at the address provided in the Purchase Agreement
    executed in connection herewith, and to the Holder at the address
    provided in the Purchase 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 Company 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 Company 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 the Company 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 Purchase Agreement.  The
    Company may not 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 Company shall pay the Holder 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) 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 EXCLUSIVE JURISDICTION TO HEAR AND
            DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE
            ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS
            NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER
            ARISING OUT OF OR RELATED TO THIS NOTE OR ANY OF THE RELATED
            AGREEMENTS; PROVIDED, THAT THE COMPANY 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 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.  THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN
            ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT 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 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 COMPANY AT THE ADDRESS SET FORTH
            IN THE PURCHASE 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.

                                       10
<PAGE>


        (c) THE COMPANY 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, THE COMPANY 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 THE COMPANY ARISING OUT OF, CONNECTED
            WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
            BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER RELATED
            AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

5.9 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.

5.10 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 Company to
     the Holder and thus refunded to the Company.

5.11 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.

5.12 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.

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 Judgment Currency.

        (a) If for the purpose of obtaining or enforcing judgment against one
            or more of 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 5.13 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 5.13(a)ii being
                    hereinafter referred to as the "Judgment Conversion
                    Date")

                                       11
<PAGE>


        (b) If in the case of any proceeding in the court of any jurisdiction
            referred to in Section 5.13(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
            (being in the case of one or more Borrower, the Company 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.

        (c) Any amount due from the Company 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



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



                                       12
<PAGE>


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



                                                ON THE GO HEALTHCARE, INC.

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

WITNESS: /s/Steven Gryfe
        --------------------





                                       13
<PAGE>




                                  Exhibit A

                            NOTICE OF CONVERSION


(To be executed by the Holder in order to convert all or part of

the Secured Convertible Term Note into Common Stock)

On The Go Healthcare, Inc.
85 Corstate Ave Unit #1
Concord, Ontario, L4K 4Y2

The undersigned hereby converts $_________ of the principal due on [specify
applicable Repayment Date] under the Secured Convertible Term Note dated as
of _________, 200__ (the "Note") issued by On The Go Healthcare, Inc.(the
"Company") by delivery of shares of Common Stock of the Company ("Shares")
on and subject to the conditions set forth in the Note.

1.      Date of Conversion      _______________________

2.      Shares To Be Delivered: _______________________


[HOLDER]

By:_______________________________
Name:_____________________________
Title:______________________________



                                       14
<PAGE>