Page 1
                                  Delaware

                     ----------------------------------
                               The First State

         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE
, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF DESIGNATION  OF " ON THE GO HEALTHCARE,INC.", FILED IN THIS OFFICE ON THE
FOURTEENTH DAY OF JULY A.D. 2004, AT  2:15 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.







                                      /s/ HARRIET SMITH WINDSOR
                          [SEAL]      -----------------------------------
                                      HARRIET SMITH WINDSOR, Secretary of State


3263360  8100                                      AUTHENTICATION:    3235519

040516626                                                   DATE:    07-15-04


<PAGE>







                      CERTIFICATE OF DESIGNATION

                SERIES A CONVERTIBLE PREFERRED STOCK

              ________________________________________
                          ($.01 Par Value)
                                of
                    ON THE GO HEALTHCARE, INC.

                  Pursuant to Section 151 of the
           General Corporation Law of the State of Delaware

              ________________________________________

     On The Go Healthcare, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

FIRST:      That pursuant to the authority conferred upon the Board of
            Directors by the Restated Certificate of Incorporation of the
            Corporation filed on July 12, 2004, the Board of Directors of the
            Corporation at a meeting of the Board of Directors on July 13,2004,
            adopted the following resolution creating a series of 400,000
            shares of Preferred Stock, $.01 par value per share, designated
            as Series A Convertible Preferred Stock:

RESOLVED:   That pursuant to the authority vested in the Board of Directors
            of this Corporation in accordance with the provisions of Article
            FOURTH of its Restated Certificate of Incorporation, a series of
            Preferred Stock of the Corporation (the "Series A Convertible
            Preferred Stock") be, and it hereby is, created, and that the
            designation and amount thereof and the voting powers, preferences
            and relative, participating, optional and other special rights of
            the shares of the Series A Convertible Preferred Stock, and the
            qualifications, limitations or restrictions thereof, shall be as
            follows:

Section 1.  Designation and Amount. The shares of such series shall be
            designated as "Series A Convertible Preferred Stock" and the number
            of shares constituting such series shall be 400,000. Such number of
            shares may be increased or decreased by resolution of the Board of
            Directors; provided, however, that no decrease shall reduce the
            number of shares of Series A Convertible Preferred Stock to a
            number less than the number of shares then outstanding plus the
            number of shares reserved for issuance upon the exercise of
            outstanding options, rights or warrants or upon the conversion
            of any outstanding securities issued by the Corporation convertible
            into Series A Convertible Preferred Stock.

Section 2.  Dividends and Distributions.

            (A) Subject to the rights of the holders of any shares of any
                series of Preferred Stock ranking prior and superior to the
                shares of Series A Convertible Preferred Stock with respect to
                dividends, the holders of shares of Series A Convertible
                Preferred Stock, in preference to the holders of Common Stock,
                $.0001 par value per share (the "Common Stock"), of the
                Corporation, and of any other junior stock, shall be entitled
                to receive, when, as and if declared by the Board of Directors,
                out of funds of the Corporation legally available for the
                payment of dividends, annual dividends payable in cash, in
                property, or in shares of the corporation's capital stock  on
                July 31 each year (referred to herein as an "Annual Dividend
                Payment Date"), commencing on the first Annual Dividend Payment
                Date after the first issuance of a share or fraction of a share
                of Series A Convertible Preferred Stock, in an amount per share
                (rounded to the nearest cent) equal to one (1) share of Common
                Stock.  Additionally, subject to the provision for adjustment
                hereinafter set forth, 100 times the aggregate per share
                amount of all cash dividends, and 100 times the aggregate per
                share amount (payable in kind) of all non-cash dividends or
                other distributions, other than a dividend payable in shares
                of Common Stock or a subdivision of the outstanding shares of
                Common Stock (by reclassification or otherwise), declared on
                the Common Stock since the immediately preceding Annual
                Dividend Payment Date, or, with respect to the first Annual
                Dividend Payment Date, since the first issuance of any share

<PAGE>

                or fraction of a share of Series A Convertible Preferred Stock.
                In the event the Corporation shall at any time declare or pay
                any dividend on Common Stock payable in shares of Common Stock
                or effect a subdivision, combination or consolidation of the
                outstanding Common Stock (by reclassification or otherwise than
                by payment of a dividend in shares of Common Stock) into a
                greater or lesser number of shares of Common Stock, then in
                each such case the amount to which holders of shares of
                Series A Convertible Preferred Stock were entitled immediately
                prior to such event shall be adjusted by multiplying such
                amount by a fraction, the numerator of which is the number of
                shares of Common Stock outstanding immediately after such event
                and the denominator of which is the number of shares of Common
                Stock that were outstanding immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
                Series A Convertible Preferred Stock as provided in paragraph
                (A) above immediately after it declares a dividend or
                distribution on the Common Stock (other than a dividend payable
                in shares of Common Stock) and the Corporation shall pay such
                dividend or distribution on the Series A Convertible Preferred
                Stock before the dividend or distribution declared on the
                Common Stock is paid or set apart.

            (C) Dividends shall begin to accrue and be cumulative on
                outstanding shares of Series A Convertible Preferred Stock from
                the Annual Dividend Payment Date next preceding the date of
                issue of such shares of Series A Convertible Preferred Stock,
                unless the date of issue of such shares is prior to the record
                date for the first Annual Dividend Payment Date, in which case
                dividends on such shares shall begin to accrue from the date of
                issue of such shares, or unless the date of issue is an Annual
                Dividend Payment Date or is a date after the record date for
                the determination of holders of shares of Series A Convertible
                Preferred Stock entitled to receive an annual dividend and
                before such Annual Dividend Payment Date, in either of which
                events such dividends shall begin to accrue and be cumulative
                from such Annual Dividend Payment Date. Accrued but unpaid
                dividends shall not bear interest. Dividends paid on the shares
                of Series A Convertible Preferred Stock in an amount less than
                the total amount of such dividends at the time accrued and
                payable on such shares shall be allocated pro rata on a
                share-by-share basis among all such shares at the time
                outstanding. The Board of Directors may fix a record date for
                the determination of holders of shares of Series A Convertible
                Preferred Stock entitled to receive payment of a dividend or
                distribution declared thereon, which record date shall be no
                more than 60 days prior to the date fixed for the payment
                thereof.

Section 3.  Voting Rights. The holders of shares of Series A Convertible
            Preferred Stock shall have the following voting rights:


            (A) Subject to the provision for adjustment hereinafter set forth,
                each share of Series A Convertible Preferred Stock shall entitle
                the holder thereof to 200 votes on all matters submitted to a
                vote of the stockholders of the Corporation (or the number of
                votes as shall be equal to the aggregate number of shares of
                Common Stock into which such holder's shares of Series A
                Convertible Preferred Stock are convertible, multiplied by 2,
                whichever is higher).  In the event the Corporation shall at
                any time declare or pay any dividend on Common Stock payable
                in shares of Common Stock or effect a subdivision, combination
                of consolidation of the outstanding Common Stock (by
                reclassification or otherwise than by payment of a dividend in
                shares of Common Stock) into a greater or lesser number of
                shares of Common Stock, then in each such case the number of
                votes per share to which holders of shares of Series A
                Convertible Preferred Stock were entitled immediately prior to
                such event shall be adjusted by multiplying such number by a
                fraction, the numerator of which is the number of shares of
                Common Stock outstanding immediately after such event and the
                denominator of which is the number of shares of Common Stock
                that were outstanding immediately prior to such event.

            (B) Except as otherwise provided herein, by law, or in any other
                Certificate of Designation creating a series of Preferred Stock
                or any similar stock, the holders of shares of Series A
                Convertible Preferred Stock, the holders of shares of Common
                Stock and any other capital stock of the Corporation having
                general voting rights shall vote together as one class on
                all matters submitted to a vote of stockholders of the
                Corporation.

<PAGE>

Section 4.  Certain Restrictions.

            (A) Whenever dividends on distributions payable on the Series A
                Convertible Preferred Stock as provided in Section 2 are in
                arrears, thereafter and until all accrued and unpaid dividends
                and distributions, whether or not declared, on shares of
                Series A Convertible Preferred Stock outstanding shall have
                been paid in full, the Corporation shall not:

                (i) declare or pay dividends on or make any other distributions
                    on any shares of stock ranking junior (either as to
                    dividends or upon liquidation, dissolution or winding up)
                    to the Series A Convertible Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
                    on any shares of stock ranking on a parity (either as to
                    dividends or upon liquidation, dissolution or winding up)
                    with the Series A Convertible Preferred Stock, except
                    dividends paid ratably on the Series A Convertible
                    Preferred Stock and all such parity stock on which
                    dividends are payable or in arrears in proportion to
                    the total amounts to which the holders of all such shares
                    are then entitled;

              (iii) redeem or purchase or otherwise acquire for consideration
                    shares of any stock ranking junior (either as to dividends
                    or upon liquidation, dissolution or winding up) to the
                    Series A Convertible Preferred Stock, provided that the
                    Corporation may at any time redeem, purchase or otherwise
                    acquire shares of any such junior stock in exchange for
                    shares of any stock of the Corporation ranking junior
                    (either as to dividends or upon dissolution, liquidation
                    or winding up) to the Series A Convertible Preferred
                    Stock;

               (iv) purchase or otherwise acquire for consideration any shares
                    of Series A Convertible Preferred Stock, or any shares of
                    stock ranking on a parity with the Series A Convertible
                    Preferred Stock, except in accordance with a purchase offer
                    made in writing or by publication (as determined by the
                    Board of Directors) to all holders of such shares upon such
                    terms as the Board of Directors, after consideration of
                    the respective annual dividend rates and other relative
                    rights and preferences of the respective series and
                    classes, shall determine in good faith will result in
                    fair and equitable treatment among the respective series
                    or classes.

            (B) The Corporation shall not permit any subsidiary of the
                Corporation to purchase or otherwise acquire for consideration
                any shares of stock of the Corporation unless the Corporation
                could, under paragraph (A) of this Section 4, purchase or
                otherwise acquire such shares at such time and in such manner.

Section 5.  Reacquired Shares. Any shares of Series A Convertible Preferred
            Stock purchased or otherwise acquired by the Corporation in any
            manner whatsoever shall be retired and cancelled promptly after
            the acquisition thereof. All such shares shall upon their
            cancellation become authorized but unissued shares of Preferred
            Stock and may be reissued as part of a new series of Preferred
            Stock to be created by resolution or resolutions of the Board of
            Directors, subject to the conditions and restrictions on issuance
            set forth herein.

Section 6.  Liquidation, Dissolution on Winding Up. (A) Upon any liquidation
            (voluntary or otherwise), dissolution or winding up of the
            Corporation, no distribution shall be made to the holders of
            shares of stock ranking junior (either as to dividends or upon
            liquidation, dissolution or winding up) to the Series A Convertible
            Preferred Stock unless, prior thereto, the holders of shares of
            Series A Convertible Preferred Stock shall have received payment
            of the greater of (i) $12.50 per share, or (ii) their pro rata
            share of the total value of the assets and funds of the Corporation
            to be distributed, assuming the conversion of Series A Convertible
            Preferred Stock to Common Stock.

            (B) In the event, however, that there are not sufficient assets
                available to permit payment in full of the Series A Liquidation
                Preference and the liquidation preferences of all other series
                of Preferred Stock, if any, which rank on a parity with the
                Series A Convertible Preferred Stock, then such remaining
                assets shall be distributed ratably to the holders of such
                parity shares in proportion to their respective liquidation
                preferences.

<PAGE>

            (C) In the event the Corporation shall at any time declare or pay
                any dividend on Common Stock payable in shares of Common Stock,
                or effect a subdivision, combination or consolidation of the
                outstanding Common Stock (by reclassification or otherwise than
                by payment of a dividend in shares of Common Stock) into a
                greater or lesser number of shares of Common Stock, then in
                each such case the Adjustment Number in effect immediately
                prior to such event shall be adjusted by multiplying such
                Adjustment Number by a fraction the numerator of which is the
                number of shares of Common Stock outstanding immediately after
                such event and the denominator of which is the number of shares
                of Common Stock that were outstanding immediately prior to such
                event.

            (D) Neither the consolidation, merger or other business combination
                of the Corporation with or into any other corporation the sale,
                lease, exchange or conveyance of all or any part of the
                property, assets or business of the Corporation shall be
                deemed to be a liquidation, dissolution or winding up of the
                Corporation for purposes of this Section 6.

Section 7.  Consolidation, Merger, etc. In case the Corporation shall enter
            into any consolidation, merger, combination or other transaction in
            which the shares of Common Stock are exchanged for or changed
            into other stock or securities, cash and/or any other property,
            then in any such case the shares of Series A Convertible Preferred
            Stock shall at the same time be similarly exchanged or changed in
            an amount per share (subject to the provision for adjustment
            hereinafter set forth) equal to 100 times the aggregate amount of
            stock, securities, cash and/or any other property (payable in
            kind), as the case may be, into which or for which each share
            of Common Stock is changed or exchanged. In the event the
            Corporation shall at any time declare or pay any dividend on Common
            Stock payable in shares of Common Stock, or effect a subdivision,
            combination or consolidation of the outstanding Common Stock (by
            reclassification or otherwise than by payment of a dividend in
            shares of Common Stock) into a greater or lesser number of shares
            of Common Stock, then in each such case the amount set forth in
            the preceding sentence with respect to the exchange or change of
            shares of Series A Convertible Preferred Stock shall be adjusted
            by multiplying such amount by a fraction the numerator of which
            is the number of shares of Common Stock outstanding immediately
            after such event and the denomination of which is the number of
            shares of Common Stock that were outstanding immediately prior
            to such event.

Section 8.  No Redemption. The shares of Series A Convertible Preferred Stock
            shall not be redeemable.

Section 9.  Ranking. The Series A Convertible Preferred Stock shall rank senior
            to all other series of the Corporation's Preferred Stock as to the
            payment of dividends and the distribution of assets, unless the
            terms of any such series shall provide otherwise.

Section 10. Amendment. The Restated Certificate of Incorporation of the
            Corporation shall not be further amended in any manner which would
            materially alter or change the powers, preferences or special rights
            of the Series A Convertible Preferred Stock so as to affect them
            adversely without the affirmative vote of the holders of at least
            seventy-five percent of the outstanding shares of Series A
            Convertible Preferred Stock, voting together as a single class.

Section 11. Fractional Shares. Series A Convertible Preferred Stock may be
            issued in fractions of a share which shall entitle the holder, in
            proportion to such holder's fractional shares, to exercise voting
            rights, receive dividends, participate in distributions and to have
            the benefit of all other rights of holders of Series A Convertible
            Preferred Stock.

Section 12. Conversion. The holders of the Series A Convertible Preferred Stock
            shall have the following rights with respect to the conversion of
            the Series A Convertible Preferred Stock into shares of Common
            Stock (the "Conversion Rights"):

<PAGE>

            (A) Conversion.  Subject to and in compliance with the provisions
                of this Section 12, any shares of Series A Convertible
                Preferred Stock may, at any time after July 31, 2005, at
                the option of the holder, be converted into fully paid and
                nonassessable shares of Common Stock (a "Conversion").  The
                number of shares of Common Stock to which a holder of
                Series A Convertible Preferred Stock shall be entitled upon
                a Conversion shall be the product obtained by multiplying
                the number of shares of Series A Convertible Preferred Stock
                being converted by one hundred (100).

            (B) Mechanics of the Conversion.  Upon a Conversion, the holder
                of  Series A Convertible Preferred Stock shall  surrender
                the  applicable  certificate  or certificates  therefore,
                duly endorsed, at the office of the Corporation or any transfer
                agent  for the  Series A Convertible Preferred Stock,  and,
                shall give written notice to the Corporation, of the Conversion
                and the  number  of  shares  of  Series A Convertible Preferred
                Stock being  converted.  Thereupon, the Corporation shall
                promptly issue and deliver to such holder a certificate or
                certificates for the number of shares of Common Stock to which
                such holder is entitled.  The Conversion shall be deemed to
                have been made at the close of business on the date of such
                surrender of the certificates representing the shares of
                Series A Convertible Preferred Stock to be converted.  The
                person entitled to receive the shares of Common Stock issuable
                upon a Conversion shall be treated for all purposes as the
                record holder of such shares of Common Stock on such date.

            (C) Adjustment for Reclassification, Exchange and Substitution.
                If at any  time or  from  time to time  after  the  Common
                Stock issuable upon the conversion of the Series A Convertible
                Preferred Stock  is changed into the same or a different number
                of  shares  of any class or  classes  of  stock,  whether
                by recapitalization,  reclassification  or  otherwise  (other
                than a transaction provided for elsewhere in this Section  12),
                in any such event each holder of Series A Convertible Preferred
                Stock  shall have the right, but not the obligation, thereafter
                to convert  such stock into the kind and amount of stock and
                other securities and property  receivable upon such
                recapitalization,  reclassification  or other  change by
                holders of the  maximum number of shares of Common  Stock
                into which such shares of Series A Convertible Preferred Stock
                could have been converted immediately prior to such
                recapitalization, reclassification or change,  all subject
                to further adjustment as provided herein or with respect to
                such other securities or property by the terms thereof.

            (D) Reorganizations, Mergers, Consolidations or Sales of Assets.
                If at any time or from time to time after the date of
                issuance  of the Series A Convertible Preferred Stock ,
                there is a capital  reorganization  of the Common  Stock
                (other than a transaction  provided for elsewhere in this
                Section 12), as a part of such capital  reorganization,
                provision  shall  be made so that the  holders  of the
                Series A Convertible Preferred Stock  shall  thereafter
                be entitled to receive upon  conversion of the Series A
                Convertible Preferred Stock  the number of shares of
                stock or other  securities or property of the  Corporation
                to which a holder of the  number  of  shares  of Common
                Stock deliverable   upon   conversion   would  have  been
                entitled  on  such  capital reorganization,  subject to
                adjustment in respect of such stock or securities by the
                terms thereof.

            (E) Fractional Shares.  Any fractional share resulting from the
                conversion of the Series A Convertible Preferred Stock shall
                be rounded up to the nearest whole share.

            (F) Reservation of Stock Issuable Upon Conversion.  The Corporation
                shall at all times reserve and keep available out of its
                authorized but unissued  shares of Common  Stock,  solely for
                the purpose of effecting  the conversion  of the  shares of
                the Series A Convertible Preferred Stock ,  such  number of its
                shares of Common Stock as shall from time to time be sufficient
                to effect the  conversion of all  outstanding  shares of the
                Series A Convertible Preferred Stock .  If at any time the
                number of authorized but unissued shares of Common Stock shall
                not be sufficient to effect the  conversion  of all then
                outstanding  shares  of the  Series  A Convertible Preferred
                Stock,  the Corporation  will  take such  corporate  action as
                may,  in the  opinion  of its counsel,  be necessary to
                increase its authorized but unissued  shares of Common Stock
                to such number of shares as shall be sufficient for such
                purpose.

<PAGE>

Section 13. Notices of Record Date.  Upon (i) any taking by the Corporation
            of a record  of the  holders  of any  class of  securities  for the
            purpose of  determining  the  holders  thereof  who are  entitled
            to receive any dividend or other  distribution,  or (ii) any sale
            of the  Corporation,  capital reorganization of the Corporation,
            any  reclassification or recapitalization of the  capital  stock
            of  the  Corporation,   or  any  voluntary  or  involuntary
            dissolution, liquidation or winding up of the Corporation, the
            Corporation shall mail to each  holder of Series A Convertible
            Preferred Stock  at least  twenty  (20) days  prior to the record
            date specified therein a notice specifying (A) the date on which
            any such record is to be taken for the  purpose of such  dividend
            or  distribution  and a description  of such  dividend or
            distribution,  (B) the date on which any such sale of the
            Corporation,  reorganization,  reclassification,  recapitalization,
            dissolution,  liquidation or winding up is expected to become
            effective, and (C) the date, if any, that is to be fixed as to
            when the holders of record of Common Stock (or other securities)
            shall be entitled to exchange their shares of Common Stock
            (or other  securities) for securities or other property
            deliverable  upon such    sale    of   the    Corporation,
            reorganization,    reclassification, recapitalization,
            dissolution, liquidation or winding up.

Section 14  Notices.  Any notice required by the provisions of this Certificate
            of Designation shall be in writing and shall be deemed  effectively
            given:  (i) upon personal delivery to the party to be notified,
            (ii) when sent by confirmed telex or facsimile if sent during
            normal  business  hours of the  recipient;  if not, then on the
            next business day,  (iii) three (3) days after having been sent
            by registered or certified mail, return receipt requested,
            postage prepaid,  or (iv) one (1) day after deposit with a
            nationally  recognized  overnight courier, specifying next day
            delivery,  with written verification of receipt. All notices
            shall be addressed to each holder of record at the address of
            such holder appearing on the books of the Corporation.

Section 15. No Impairment. The Corporation will not, by amendment of   its
            Restated Certificate   of   Incorporation   or   through   any
            reorganization, recapitalization,  transfer of assets,
            consolidation, merger, dissolution, issue or sale of securities
            or any other voluntary action,  avoid or seek to avoid the
            observance  or  performance  of any of the  terms to be  observed
            or  performed hereunder by the  Corporation  but will at all times
            in good faith assist in the carrying  out of all the  provisions
            of this Certificate of Designation and in the taking of all such
            action  as may be  necessary  or  appropriate  in  order  to
            protect  the Conversion Rights of the holder of the Series A
            Convertible Preferred Stock  against impairment.

IN WITNESS WHEREOF, said On The Go Healthcare has caused this Certificate
of Designation to be signed by its duly authorized officer
this 13  day of  July , 2004.



ON THE GO HEALTHCARE


/s/ Stuart Turk
-------------------------------------
Stuart Turk,
Chief Executive Officer and President


<PAGE>