THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS WARRANT 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.

        Right to Purchase up to 1,420,000 Shares of Common Stock of

                           ON THE GO HEALTHCARE, INC.

                (subject to adjustment as provided herein)

         AMENDED AND RESTATED FORM OF COMMON STOCK PURCHASE WARRANT

No. _________________                                Issue Date:  July 14, 2005


ON THE GO HEALTHCARE, INC., a corporation organized under the laws of the State
of Delaware (the "Company"), hereby certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject
to the terms set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time or from time to
time before 5:00 p.m., New York time, through the close of business
July 14, 2012 (the "Expiration Date"), up to 1,420,000 fully paid and
nonassessable shares of Common Stock (as hereinafter defined), $0.01 par value
per share, at the applicable Exercise Price per share (as defined below).
The number and character of such shares of Common Stock and the applicable
Exercise Price per share are subject to adjustment as provided herein.
This Warrant amends and restates in its entirety (and is given in substitution
for and not in satisfaction of) that certain Warrant to purchase 1,420,000
Shares of Common Stock of On The Go Healthcare, Inc. made by the Company in
favor of Holder on July 14, 2005 and amended and restated on January 13, 2006.

As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

        (a) The term "Company" shall include On The Go HealthCare, Inc. and
            any person or entity which shall succeed, or assume the
            obligations of, On The Go HealthCare, Inc. hereunder.

        (b) The term "Common Stock" includes (i) the Company's Common Stock,
            par value $0.001 per share; and (ii) any other securities into
            which or for which any of the securities described in the preceding
            clause (i) may be converted or exchanged pursuant to a plan of
            recapitalization, reorganization, merger, sale of assets or ot
            herwise.

        (c) The term "Other Securities" refers to any stock (other than Common
            Stock) and other securities of the Company or any other person
            (corporate or otherwise) which the holder of the Warrant at any
            time shall be entitled to receive, or shall have received, on the
            exercise of the Warrant, in lieu of or in addition to Common Stock,
            or which at any time shall be issuable or shall have been issued
            in exchange for or in replacement of Common Stock or Other
            Securities pursuant to Section 4 or otherwise.

                (i) The "Exercise Price" applicable under this Warrant shall
                    be $.65.

                                       1
<PAGE>


1.  Exercise of Warrant.

1.1 Number of Shares Issuable upon Exercise.  From and after the date hereof
    through and including the Expiration Date, the Holder shall be entitled
    to receive, upon exercise of this Warrant in whole or in part, by
    delivery of an original or fax copy of an exercise notice in the form
    attached hereto as Exhibit A (the "Exercise Notice"), shares of Common
    Stock of the Company, subject to adjustment pursuant to Section 4.

1.2 Company Acknowledgment.  The Company will, at the time of the exercise
    of this Warrant, upon the request of the holder hereof acknowledge in
    writing its continuing obligation to afford to such holder any rights
    to which such holder shall continue to be entitled after such exercise
    in accordance with the provisions of this Warrant. If the holder shall
    fail to make any such request, such failure shall not affect the
    continuing obligation of the Company to afford to such holder any
    such rights.

1.3 Trustee for Warrant Holders.  In the event that a bank or trust company
    shall have been appointed as trustee for the holders of this Warrant
    pursuant to Subsection 3.2, such bank or trust company shall have all
    the powers and duties of a warrant agent (as hereinafter described) and
    shall accept, in its own name for the account of the Company or such
    successor person as may be entitled thereto, all amounts otherwise
    payable to the Company or such successor, as the case may be, on
    exercise of this Warrant pursuant to this Section 1.

2.  Procedure for Exercise.

2.1 Delivery of Stock Certificates, Etc., on Exercise.  The Company agrees
    that the shares of Common Stock purchased upon exercise of this Warrant
    shall be deemed to be issued to the Holder as the record owner of such
    shares as of the close of business on the date on which this Warrant
    shall have been surrendered and payment made for such shares in
    accordance herewith.  As soon as practicable after the exercise of
    this Warrant in full or in part, and in any event within three (3)
    business days thereafter, the Company at its expense (including the
    payment by it of any applicable issue taxes) will cause to be issued
    in the name of and delivered to the Holder, or as such Holder (upon
    payment by such Holder of any applicable transfer taxes) may direct
    in compliance with applicable securities laws, a certificate or
    certificates for the number of duly and validly issued, fully paid and
    nonassessable shares of Common Stock (or Other Securities) to which
    such Holder shall be entitled on such exercise  pursuant to Section 1
    or otherwise.

2.2 Exercise.

        (a) Payment may be made in cash or by certified or official bank check
            payable to the order of the Company or other immediate funds equal
            to the applicable aggregate Exercise Price, for the number of
            Common Shares specified in such Exercise Notice (as such exercise
            number shall be adjusted to reflect any adjustment in the total
            number of shares of Common Stock issuable to the Holder per the
            terms of this Warrant) and the Holder shall thereupon be entitled
            to receive the number of duly authorized, validly issued,
            fully-paid and non-assessable shares of Common Stock (or Other
            Securities) determined as provided herein.

                                       2
<PAGE>


3.  Effect of Reorganization, Etc.; Adjustment of Exercise Price.

3.1 Reorganization, Consolidation, Merger, Etc.  In case at any time or from
    time to time, the Company shall (a) effect a reorganization, (b)
    consolidate with or merge into any other person, or (c) transfer all
    or substantially all of its properties or assets to any other person
    under any plan or arrangement contemplating the dissolution of the
    Company, then, in each such case,  as a condition to the consummation
    of such a transaction, proper and adequate provision shall be made by
    the Company whereby the Holder, on the exercise hereof as provided in
    Section 1 at any time after the consummation of such reorganization,
    consolidation or merger or the effective date of such dissolution, as
    the case may be, shall receive, in lieu of the Common Stock (or Other
    Securities) issuable on such exercise prior to such consummation or
    such effective date, the stock and other securities and property
    (including cash) to which such Holder would have been entitled upon
    such consummation or in connection with such dissolution, as the case
    may be, if such Holder had so exercised this Warrant, immediately
    prior thereto, all subject to further adjustment thereafter as
    provided in Section 4.

3.2 Dissolution.  In the event of any dissolution of the Company following
    the transfer of all or substantially all of its properties or assets, the
    Company, concurrently with any distributions made to holders of its Common
    Stock, shall at its expense deliver or cause to be delivered to the Holder
    the stock and other securities and property (including cash, where
    applicable) receivable by the Holder pursuant to Section 3.1, or, if
    the Holder shall so instruct the Company, to a bank or trust company
    specified by the Holder and having its principal office in New York, NY
    as trustee for the Holder.

3.3 Continuation of Terms.  Upon any reorganization, consolidation, merger or
    transfer (and any dissolution following any transfer) referred to in this
    Section 3, this Warrant shall continue in full force and effect and the
    terms hereof shall be applicable to the shares of stock and other
    securities and property receivable on the exercise of this Warrant after
    the consummation of such reorganization, consolidation or merger or the
    effective date of dissolution following any such transfer, as the case
    may be, and shall be binding upon the issuer of any such stock or other
    securities, including, in the case of any such transfer, the person
    acquiring all or substantially all of the properties or assets of the
    Company, whether or not such person shall have expressly assumed the
    terms of this Warrant as provided in Section 4.  In the event this
    Warrant does not continue in full force and effect after the
    consummation of the transactions described in this Section 3, then
    the Company's securities and property (including cash, where
    applicable) receivable by the Holder will be delivered to the Holder
    or the Trustee as contemplated by Section 3.2.

                                       3
<PAGE>


4.  Extraordinary Events Regarding Common Stock.  In the event that the
    Company shall (a) issue additional shares of the Common Stock as a dividend
    or other distribution on outstanding Common Stock or any preferred stock
    issued by the Company, (b) subdivide its outstanding shares of Common
    Stock, (c) combine its outstanding shares of the Common Stock into a
    smaller number of shares of the Common Stock, then, in each such event,
    the Exercise Price shall, simultaneously with the happening of such event,
    be adjusted by multiplying the then Exercise Price by a fraction, the
    numerator of which shall be the number of shares of Common Stock
    outstanding immediately prior to such event and the denominator of which
    shall be the number of shares of Common Stock outstanding immediately
    after such event, and the product so obtained shall thereafter be the
    Exercise Price then in effect. The Exercise Price, as so adjusted,
    shall be readjusted in the same manner upon the happening of any
    successive event or events described herein in this Section 4.  The
    number of shares of Common Stock that the holder shall thereafter, on
    the exercise hereof as provided in Section 1, be entitled to receive
    shall be adjusted to a number determined by multiplying the number of
    shares of Common Stock that would otherwise (but for the provisions of
    this Section 4) be issuable on such exercise by a fraction of which (a)
    the numerator is the Exercise Price that would otherwise (but for the
    provisions of this Section 4) be in effect, and (b) the denominator is
    the Exercise Price in effect on the date of such exercise (taking into
    account the provisions of this Section 4).

5.  Certificate as to Adjustments.  In each case of any adjustment or
    readjustment in the shares of Common Stock (or Other Securities) issuable
    on the exercise of this Warrant, the Company at its expense will promptly
    cause its Chief Financial Officer or other appropriate designee to compute
    such adjustment or readjustment in accordance with the terms of this
    Warrant and prepare a certificate setting forth such adjustment or
    readjustment and showing in detail the facts upon which such adjustment
    or readjustment is based, including a statement of (a) the consideration
    received or receivable by the Company for any additional shares of Common
    Stock (or Other Securities) issued or sold or deemed to have been issued
    or sold, (b) the number of shares of Common Stock (or Other Securities)
    outstanding or deemed to be outstanding, and (c) the Exercise Price and
    the number of shares of Common Stock to be received upon exercise of this
    Warrant, in effect immediately prior to such adjustment or readjustment
    and as adjusted or readjusted as provided in this Warrant.  The Company
    will forthwith mail a copy of each such certificate to the holder and any
    Warrant agent of the Company (appointed pursuant to Section 11 hereof).

6.  Reservation of Stock, Etc., Issuable on Exercise of Warrant.  The Company
    will at all times reserve and keep available, solely for issuance and
    delivery on the exercise of this Warrant, shares of Common Stock (or Other
    Securities) from time to time issuable on the exercise of this Warrant.

                                       4
<PAGE>


7.  Assignment; Exchange of Warrant.  Subject to compliance with applicable
    securities laws, this Warrant, and the rights evidenced hereby, may be
    transferred by any registered holder hereof (a "Transferor") in whole or
    in part.  On the surrender for exchange of this Warrant, with the
    Transferor's endorsement in the form of Exhibit B attached hereto (the
    "Transferor Endorsement Form") and together with evidence reasonably
    satisfactory to the Company demonstrating compliance with applicable
    securities laws, which shall include, without limitation, a legal opinion
    from the Transferor's counsel (at the Company's expense) that such
    transfer is exempt from the registration requirements of applicable
    securities laws, the Company at its expense (but with payment by the
    Transferor of any applicable transfer taxes) will issue and deliver to
    or on the order of the Transferor thereof a new Warrant of like tenor,
    in the name of the Transferor and/or the transferee(s) specified in such
    Transferor Endorsement Form (each a "Transferee"), calling in the aggregate
    on the face or faces thereof for the number of shares of Common Stock
    called for on the face or faces of the Warrant so surrendered by the
    Transferor.

8.  Replacement of Warrant.  On receipt of evidence reasonably satisfactory to
    the Company of the loss, theft, destruction or mutilation of this Warrant
    and, in the case of any such loss, theft or destruction of this Warrant, on
    delivery of an indemnity agreement or security reasonably satisfactory in
    form and amount to the Company or, in the case of any such mutilation, on
    surrender and cancellation of this Warrant, the Company at its expense
    will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9.  Registration Rights.  The Holder has been granted certain registration
    rights by the Company.  These registration rights are set forth in a
    Registration Rights Agreement entered into by the Company and Holder
    dated as of the date hereof, as the same may be amended, modified and/or
    supplemented from time to time.

10. Maximum Exercise.  Notwithstanding anything contained herein to the
    contrary, the Holder shall not be entitled to exercise this Warrant
    in connection with that number of shares of Common Stock which would
    exceed the difference between (i) 4.99% of the issued and 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 Securities Exchange Act of 1934,
    as amended, and Regulation 13d-3 thereunder.  The limitation described
    in the first sentence of this Section 10 shall automatically become
    null and void following notice to the Company upon the occurrence and
    during the continuance of an Event of Default (as defined in the
    Security and Purchase Agreement dated as of the date hereof among the
    Holder, the Company and various subsidiaries of the Company, as
    amended, modified, restated and/or supplemented from time to time),
    or upon 75 days prior notice to the Company.  The Holder shall be
    solely responsible for determining its ownership pursuant to this
    Section 10.  If the Holder delivers a notice to exercise its warrants,
    in whole or in part, to the Company, that notice shall be deemed a
    waiver of this Section 10. The Holder shall be solely responsible for
    determining its ownership pursuant to this Section 10.

11. Warrant Agent.  The Company may appoint an agent for the purpose of
    issuing Common Stock (or Other Securities) on the exercise of this Warrant
    pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and
    replacing this Warrant pursuant to Section 8, or any of the foregoing, and
    thereafter any such issuance, exchange or replacement, as the case may be,
    shall be made at such office by such agent.

                                       5
<PAGE>


12. Transfer on the Company's Books.  Until this Warrant is transferred on
    the books of the Company, the Company may treat the registered holder
    hereof as the absolute owner hereof for all purposes, notwithstanding
    any notice to the contrary.

13. Notices, Etc.  All notices and other communications from the Company to
    the Holder shall be mailed by first class registered or certified mail,
    postage prepaid, at such address as may have been furnished to the
    Company in writing by such Holder or, until any such Holder furnishes
    to the Company an address, then to, and at the address of, the last
    Holder who has so furnished an address to the Company.

14. Miscellaneous.  This Warrant and any term hereof may be changed, waived,
    discharged or terminated only by an instrument in writing signed by the
    party against which enforcement of such change, waiver, discharge or
    termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
    IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
    PRINCIPLES OF CONFLICTS OF LAWS.  ANY ACTION BROUGHT CONCERNING THE
    TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN STATE
    COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW
    YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
    PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK.  The
    individuals executing this Warrant on behalf of the Company agree to
    submit to the jurisdiction of such courts and waive trial by jury.
    The prevailing party shall be entitled to recover from the other party
    its reasonable attorneys' fees and costs.  In the event that any
    provision of this Warrant 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 Warrant.  The headings in this Warrant are for purposes of reference
    only, and shall not limit or otherwise affect any of the terms hereof.
    The invalidity or unenforceability of any provision hereof shall in no
    way affect the validity or enforceability of any other provision hereof.
    The Company acknowledges that legal counsel participated in the
    preparation of this Warrant 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 Warrant to
    favor any party against the other party.


15. Judgment Currency.

        (a) If for the purpose of obtaining or enforcing judgment against
            the Company in any court in any jurisdiction it becomes necessary
            to convert into any other currency (such other currency being
            hereinafter in this Section 15 referred to as the "Judgment
            Currency") an amount due in US dollars under this Warrant, 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 15(a)(ii) being
                     hereinafter referred to as the "Judgment Conversion
                     Date")

                                       6
<PAGE>


        (b) If in the case of any proceeding in the court of any jurisdiction
            referred to in Section 155(a)(ii) above, there is a change in the
            Exchange Rate prevailing between the Judgment Conversion Date and
            the date of actual payment of the amount due, the applicable
            party shall pay such adjusted amount as may be necessary to
            ensure that the amount paid in the Judgment Currency, when
            converted at the Exchange Rate prevailing on the date of payment,
            will produce the amount of US dollars which could have been
            purchased with the amount of Judgment Currency stipulated in the
            judgment or judicial order at the Exchange Rate prevailing on the
            Judgment Conversion Date.

        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 Warrant

         [BALANCE OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


                                       7
<PAGE>



IN WITNESS WHEREOF, the Company has executed this Amended and Restated Warrant
as of the date first written above.


                                                ON THE GO HEALTHCARE, INC.

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


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



                                       8
<PAGE>


                                  EXHIBIT A

                            FORM OF SUBSCRIPTION


                (To Be Signed Only On Exercise Of Warrant)



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

Attention: Chief Financial Officer

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):______
 ________ shares of the common stock covered by such warrant; or ________
the maximum number of shares of common stock covered by such warrant pursuant
to the cashless exercise procedure set forth in Section 2.The undersigned
herewith makes payment of the full Exercise Price for such shares at the price
per share provided for in such Warrant, which is $___________.  Such payment
takes the form of (check applicable box or boxes):________      $__________ in
lawful money of the United States; and/or________        the cancellation of
such portion of the attached Warrant as is exercisable for a total of _______
shares of Common Stock (using a Fair Market Value of $_______ per share for
purposes of this calculation); and/or________        the cancellation of such
number of shares of Common Stock as is necessary, in accordance with the
formula set forth in Section 2.2, to exercise this Warrant with respect to the
maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.The undersigned requests that the
certificates for such shares be issued in the name of, and delivered to
______________________________________________ whose address
is __________________________________________________________________________.
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "Securities Act") or pursuant to an
exemption from registration under the Securities Act.
Dated:




(Signature must conform to name of holder as specified on the face of the
Warrant)


Address:



                                       9
<PAGE>





                                  EXHIBIT B

                       FORM OF TRANSFEROR ENDORSEMENT

                (To Be Signed Only On Transfer Of Warrant)



For value received, the undersigned hereby sells, assigns, and transfers unto
the person(s) named below under the heading "Transferees" the right represented
by the within Warrant to purchase the percentage and number of shares of Common
Stock of On The Go HealthCare, Inc.into which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the
books of On The Go HealthCare, Inc.with full power of substitution in the
premises.

Transferees

Address

Percentage Transferred

Number

Transferred



Dated:


(Signature must conform to name of holder as specified on the face of
 the Warrant)


Address:





SIGNED IN THE PRESENCE OF:



(Name)

ACCEPTED AND AGREED:

[TRANSFEREE]

(Name)

                                       10
<PAGE>