THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS.  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 REVOLVING 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 means Five Million Dollars United States currency
(US$5,000,000), without duplication of any amounts owing by Companies
to Holder under the Minimum Borrowing Note (as defined in the Security
Agreement referred to below), 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  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 $5,000,000 Secured Revolving 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 Revolving
Note (this "Note"):

                                  Article I

CONTRACT RATE AND MINIMUM BORROWING NOTE

1.1 Contract Rate.  Subject to Sections 2.2 and 3.10, 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%) (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%).  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 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>


1.4 Taxes.

        (a) If permissible by law, any and all payments by the Borrower
            hereunder, including any amounts received on a conversion or
            redemption of 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
            thereof, 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").  Borrower hereby covenants and agrees that if  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 1.3) 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, Borrower 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").  Borrower hereby 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 1.3) 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 1.3 shall
            survive the termination and the payment of this Note and all
            other amounts payable hereunder.

                                       3
<PAGE>



                                  Article II

EVENTS OF DEFAULT AND DEFAULT RELATED PROVISIONS

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

2.2 Default Interest.  Following the occurrence and during the continuance
    of an Event of Default, the Company shall 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.

2.3 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 other Ancillary Agreements and all obligations and liabilities of the
    Borrower under the Security Agreement and the other Ancillary Agreements,
    to require the Borrower 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 , the Security Agreement and/or the Ancillary Agreements, then to
    accrued and unpaid interest due on the Notes 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 2.3.

                                  Article III
                                 MISCELLANEOUS

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

3.2 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.

                                       4
<PAGE>


3.3 Notices.  Any notice herein required or permitted to be given shall be in
    writing and shall be deemed effective 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
    for such Company 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 Company  or 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.

3.4 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.

3.5 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 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.

3.6 Cost of Collection.  In case of any Event of Default under this Note,
    the Company shall pay the Holder the Holder's reasonable costs of
    collection, including reasonable attorneys' fees.

3.7 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
            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

                                       5
<PAGE>


            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 COMPANY
            AT 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.

3.8 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 3.8 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 3.8 (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 3.8(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 Companies on a joint and several basis) 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.

                                       6
<PAGE>


        (c) Any amount jointly and severally due from the Companies 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.

3.9  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.

3.10 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 Companies to the Holder
     and thus refunded to the Companies.

3.11 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.

3.12 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).



3.13 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]



                                       7
<PAGE>



IN WITNESS WHEREOF, each Borrower has caused this Amended and Restated Secured
Revolving 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:

I/We have the authority to bind the corporation.



                                       8
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