OFFER TO LEASE


B E T W E E N:

1112396 ONTARIO LIMITED

                                    (Hereinafter called the Landlord)

                                 - and -

On The Go Healthcare, Inc.

                                    (Hereinafter called the Tenant)

1.      The Tenant hereby agrees to and with the Landlord to lease premises
consisting of 1 Unit(s) known as Unit(s) #1 part of the building municipally
known as 85 Corstate Ave, Concord, Ontario.  Unit(s) #1 consist(s) of
approximately 6,500 square feet


2.      The premises are to be used for OFFICE AND MANUFACTURING ONLY.
Such space to be used only in accordance with the applicable by-law(s)
governing commercial and warehouse space and in accordance with the submitted
plan approved by the City of Vaughan.


3.      The terms shall be for Fifteen (15) months commencing the 1st day of
November, 2002, and continuing until the 31th day of January, 2004, at
a rental rate as hereinafter set forth:

                     10,000 shares of Common Stock/per month

All rental shall be payable in advance as soon as the shares are registered
under the Securities Act.

4.      This lease is a net lease and the Tenant shall be responsible for
its pro rata share of all expenses and without limiting the generality of
the foregoing those expenses exclusive to it and those shared in common
with other building occupants including but not limited to water, heat,
hydro, administrative costs, management fees, realty taxes, outside maintenance
and building insurance including all costs of maintaining, repairing,replacing,
upkeep, servicing and including, other costs and expenses which are defined in
the Landlord's lease (except for structural repairs and items of a capital
nature).  All Tenants are responsible for arrangement and payment of their
own garbage disposal bin.  These common area costs are currently fixed at $N/A
per square foot per year.

4a      Changes in Taxes: If by law regulation or otherwise, all or any part
of any tax, assessment, local improvement, license fee, excise or other charge
is made payable by the Landlord, or if the mode of collecting such tax,
assessment, local improvement, license fee, excise or other charge is so
altered so as to make the Landlord liable therefore, in whole or in part,
instead of the Tenant, or if all or any part of the taxes payable by the
Tenant, including any business taxes, is imposed, levied, assessed or charged
upon or on account of the premises or the lands upon which they are situate,
the Tenant will repay to the Landlord, from time to time, within seven (7)
days after demand, the amount payable by the Landlord from time to time a
result of such change, as determined by the Landlord in a fair and reasonable
manner, and the Tenant will indemnify and save the Landlord harmless from
any cost or expense in respect thereof.


<PAGE>

- 2 -


5.      Submitted herewith is the Tenant's cheque for $0.00 payable to the
Landlord as a deposit to be held by the Landlord pending completion or other
termination of the agreement resulting from the acceptance of this Offer and
to be accredited as follows:

a)  $0.00   on account of base rent and TMI for the first month of the
term of the said lease;

b)  $  0.00   on account of tax calculated at 7%


6.      Vacant possession of the premises shall be delivered to the Tenant
on the 1st day of November, 2002, however, if the completion of the leased
premises should be delayed for any reason except the willful neglect of the
Landlord, then the Tenant agrees to grant the Landlord a three (3) month
 extension of time to substantially complete the unit(s) for occupancy and
the occupancy date shall be extended accordingly.


7.      Prior to the 1st day of November, 2002, or within thirty (30) days
from the execution of this agreement, whichever shall first occur, the
Tenant shall execute and deliver to the Landlord a lease of the said premises
in the Landlord's standard form, a copy of which is annexed hereto.  The
only changes and amendments to be made to the lease are those set out in
this Offer.


8.      It is understood and agreed that when the Tenant is not in default
under the terms of this lease, the Tenant shall have the option to renew the
lease upon its termination for a further TWO (2) years upon the same terms
and conditions save and except for rental which shall be negotiated at the
time provided that the Tenant delivers a notice in writing to the Landlord
of its intention to exercise such option no later than six (6) months prior
to the termination of the lease.


9.      The Tenant may make any necessary alterations and improvements to said
premises, at his own expense, subject to the Landlord's written consent, and
such consent shall not be unreasonably withheld.   The Tenant may, however,
make any necessary minor internal improvements to said premises, at his own
expense, without the Landlord's consent.


10      The Tenant will register and open their accounts with the Consumers Gas
and Hydro Utilities immediately upon occupancy.


11.     The Tenant shall have the right to assign or sublease the premises in
whole or in part upon obtaining the written consent of the Landlord, such
consent not to be unreasonably withheld.  All legal costs incurred by the
Landlord to provide such consent is to be paid by the Tenant.  Any rental
received by the Tenant as a result of such sublease in an amount in excess
of the rental payable by the Tenant to the Landlord herein shall be paid
forthwith upon receipt by the Tenant to the Landlord whether in form of
cash, cheque or trade.


12.     The Tenant shall have the use of the parking lot and other common areas
of the building in common with other tenants and all common areas located on the
lands surrounding the premises and appurtenant thereto as shown.

<PAGE>

- 3 -

13.     The Tenant acknowledges and agrees that the Landlord shall have the
right to Promulgate reasonable rules and regulations to regulate the use of
the common outside areas and facilities about the building of which the
demised premises form part, including but without limiting the generality
of the foregoing, the regulation of parking thereon, and the Tenants shall
upon written notice from the Landlord, within five (5) days, furnish to the
Landlord the current provincial license number of any vehicles owned or used
by employees or persons connected with the Tenant.  The Tenant agrees that
for its benefit and welfare, and for the benefit and welfare of tenants
occupying other premises shown on the plan , and using the said common
outside areas and facilities, such reasonable rules and regulations shall
form part of this lease and shall be binding upon the Tenant.


14.     The Landlord shall not be liable for any damage to any property at any
time upon the demised premises arising form gas, steam, water, rain or snow,
which may leak into, issue or flow from any part of the said building, or from
the gas, water, steam or drainage pipes or plumbing works of the same or from
any other place or quarter or for and damage caused by attributable to the
condition or arrangement of any electric or other wires in the said building.


15.     The Landlord agrees to pay for normal water consumed on the said
premises but in the event of any abnormal consumption of water either by reason
of the character of the business carried on by the Tenant or by the use of
mechanical or other contrivances the Tenant consents to the installation of
a water meter at his own expense, if necessary, and further agrees to pay for
the excess water consumedon the said premises.


16.     The tenant agrees at his own expense to replace any plate glass or
other glass that has been broken or removed during the term of the lease or
of any renewal thereof and will during the said term keep the plate glass
fully insured in some company approved by the Landlord.


17.     The Landlord has the right to re-enter the said premises when the
Tenant is in default in the payment of any base or additional rent whether
lawfully demanded or not and such default shall continue for a period of
three (3) consecutive days; or

          The Tenant shall be in default of any of its covenants, obligations
or agreements under this Offer to Lease or any tem or condition of the to be
signed lease (other than its covenant to pay Rent) and such default shall
continue for a period of ten (10) consecutive days after written notice by
the Landlord to the Tenant Specifying with reasonable particularity the
nature of such default and requiring same to be remedied.

Then and in any of such cases the then current month's rent together with the
rent for the three (3) months next ensuing shall immediately become due and
payable and at the option of the Landlord, the Term shall become forfeited
and void.


18.     The Tenant shall have the right to put a facial sign on his premises
provided approval in writing is first obtained from the Landlord and the City
of Vaughan.


19.     The Tenant shall deliver to the Landlord, prior to the Tenant's taking
possession of the premises, twelve (12) post-dated cheques each in an amount
equal to the monthly rental plus the additional rental payments required under
this lease.  One month prior to the first and subsequent anniversaries of the
lease, the Tenant agrees to deliver twelve (12) post-dated cheques to the
Landlord.

<PAGE>

- 4 -

20.     On the occasion that a Cheque is returned NSF there will be an
assessment of $25.00 accompanied by a certified Cheque payable immediately.

21.     The tenant shall, upon request, provide the Landlord with such
information as to the tenant's financial standing and corporate organizations
the Landlord or the Landlord's mortgagee requires.  The Landlord shall have the
right to investigate the credit worthiness of the tenant. Failure of the tenant
to comply with the Landlord's request herein constitutes a default under this
Agreement and the Landlord is entitled to terminate this Agreement and all of
the rights of the tenant hereunder by written notice.

22.     Time shall be of the essence in this Offer and every part thereof.

23.     This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.

24.     All representations made by the Landlord or by any of its
representatives are set forth therein.  The Agreement resulting from
the acceptance of this Offer shall not be assigned by the Tenant without
the consent of the Landlord.

25.     The Tenant shall obtain an occupancy permit from the relevant
municipality prior to taking occupancy at his own expense.  Should an occupancy
permit be unobtainable prior to the date set for occupancy, due to non
compliance with the municipalities zoning by-laws then at the option of the
Landlord, this Agreement, and the Lease, if signed, Shall become null and void,
and the Tenant's deposit shall be forfeited in its entirety.  The Landlord
agrees to provide the Tenant with all of the plans and drawings required for
said permit, at the Tenant's expense.

26.     In the event that the Tenant takes possession of the demised premises
prior to the commencement date of the lease, then the Tenant shall pay the rent
hereby reserved and all other charges and additional rent attributable to the
demised premises as set forth herein from the date it takes possession of the
demised premises until the commencement date of the said lease.


DATED at Vaughan, this 31th day of January 2003.

IN WITNESS WHEREOF the corporate seal of the Tenant has been duly affixed
attested to by its proper officer(s) on that behalf.

                                    On The Go Healthcare, Inc.


                                    Per:   /s/ Stuart Turk
                                    ---------------------------------
WE HEREBY accept the above Offer.

DATED at Vaughan, Ontario, this 31th day of January 2003.

SIGNED, SEALED AND DELIVERED)
in the presence of:          )     1112396 ONTARIO LIMITED
                                 )
                                 )      Per:   /s/ illegible
                                     ---------------------------------

<PAGE>

Schedule  "c"

Landlord's Work



1- Design build of Unit # 1 as per architectural drawings.