Exhibit 4.30

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (the "Agreement"), dated as of January 16, 2007,
by and between On The Go Healthcare, Inc., a corporation organized under the
laws of State of Delaware, with its principal executive office at 85 Corstate
Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2 (the "Company"), and Dutchess
Private Equities Fund, Ltd., a Cayman Islands exempted company with its
principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116
(the "Holder").

Whereas, in connection with the Investment Agreement by and between the Company
and the Investor of this date (the "Investment Agreement"), the Company has
agreed to issue and sell to the Investor an indeterminate number of shares of
the Company's Common Stock, $.0001par value per share (the "Common Stock"),
to be purchased pursuant to the terms and subject to the conditions set forth
in the Investment Agreement; and

Whereas, to induce the Investor to execute and deliver the Investment
Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"),
and applicable state securities laws, with respect to the shares of Common
Stock issuable pursuant to the Investment Agreement.

Now therefore, in consideration of the foregoing promises and the mutual
covenants contained hereinafter and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
the Investor hereby agree as follows:

Section 1.  DEFINITIONS.

As used in this Agreement, the following terms shall have the following
meanings:

"Execution Date" means the date of this Agreement set forth above.

"Investor" means Dutchess Private Equities Fund, Ltd., a Cayman Islands
 exempted company

"Person" means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.

"Potential Material Event" means any of the following: (i) the possession by
the Company of material information not ripe for disclosure in the
Registration Statement, which shall be evidenced by determinations in good
faith by the Board of Directors of the Company that disclosure of such
information in the Registration Statement would be detrimental to the
business and affairs of the Company, or (ii) any material engagement or
activity by the Company which would, in the good faith determination of the
Board of Directors of the Company, be adversely affected by disclosure in
the Registration Statement at such time, which determination shall be
accompanied by a good faith determination by the Board of Directors of the
Company that the Registration Statement would be materially misleading absent
the inclusion of such information.

"Principal Market" shall mean The American Stock Exchange, National Association
of Securities Dealer's, Inc., Over-the-Counter electronic bulletin board, the
Nasdaq National Market or The Nasdaq SmallCap Market whichever is the principal
market on which the Common Stock of the Company is listed.

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"Register," "Registered," and "Registration" refer to the Registration effected
by preparing and filing one (1) or more Registration Statements in compliance
with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis ("Rule 415"), and
the declaration or ordering of effectiveness of such Registration Statement(s)
by the United States Securities and Exchange Commission (the "SEC").

"Registrable Securities" means (i) the shares of Common Stock issued or
issuable pursuant to the Investment Agreement, and (ii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any,
as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, which have not been (x) included in the
Registration Statement that has been declared effective by the SEC, or (y)
sold under circumstances meeting all of the applicable conditions of Rule 144
(or any similar provision then in force) under the 1933 Act.

"Registration Statement" means the registration statement of the Company filed
under the 1933 Act covering the Registrable Securities.

All capitalized terms used in this Agreement and not otherwise defined herein
shall have the same meaning ascribed to them as in the Investment Agreement.

Section 2.  REGISTRATION.

        (a)  The Company shall, within twenty-one (21) days of the date of this
             Agreement, file with the SEC the Registration Statement or
             Registration Statements (as is necessary) on Form SB-2 (or, if
             such form is unavailable for such a registration, on such other
             form as is available for such registration), covering the resale
             of all of the Registrable Securities, which Registration
             Statement(s) shall state that, in accordance with Rule 416
             promulgated under the 1933 Act, such Registration Statement also
             covers such indeterminate number of additional shares of Common
             Stock as may become issuable upon stock splits, stock dividends
             or similar transactions.  The Company shall initially register
             for resale 1,500,000 shares of Common Stock which would be
             issuable on the date preceding the filing of the Registration
             Statement based on the closing bid price of the Company's Common
             Stock on such date and the amount reasonably calculated that
             represents Common Stock issuable to other parties as set forth
             in the Investment Agreement except to the extent that the SEC
             requires the share amount to be reduced as a condition of
             effectiveness.  To the extent the SEC requires the Company to
             reduce the number of shares on the Registration Statement, the
             Company will not suffer any penalties or trigger any default
             provisions.  If the SEC will not allow the Company to register
             any shares pursuant to this Agreement, the Company and the Holder
             agree to attempt in good faith to restructure the Investment
             Agreement and this Agreement in order to proceed with the intent
             of such Agreements.  During the period of renegotiation, the
             Company will not suffer any adverse consequences under the
             Investment Agreement or the Registration Rights Agreement.

        (b)  The Company shall use all commercially reasonable efforts to
             have the Registration Statement(s) declared effective by the SEC
             within one hundred and twenty (120) calendar days after the
             Execution Date.

        (c)  The Company agrees not to include any other securities in the
             Registration Statement covering the Registrable Securities without
             Investor's prior written consent which Investor may not withhold.


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Section 3.  RELATED OBLIGATIONS.

At such time as the Company is obligated to prepare and file the Registration
Statement with the SEC pursuant to Section 2(a), the Company will effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, with respect thereto, the Company shall
have the following obligations:


        (a)  The Company shall use all commercially reasonable efforts to cause
             such Registration Statement relating to the Registrable Securities
             to become effective within one hundred and twenty (120) days after
             the Execution Date and shall keep such Registration Statement
             effective until the earlier to occur of  the date on which (A)
             the Investor shall have sold all the Registrable Securities; or
             (B) the Investor has no right to acquire any additional shares
             of Common Stock under the Investment Agreement (the "Registration
             Period").  The Registration Statement (including any amendments
             or supplements thereto and prospectuses contained therein) shall
             not contain any untrue statement of a material fact or omit to
             state a material fact required to be stated therein, or necessary
             to make the statements therein, in light of the circumstances in
             which they were made, not misleading. The Company shall use all
             commercially reasonable efforts to respond to all SEC comments
             within seven (7) business days from receipt of such comments by
             the Company. The Company shall use all commercially reasonable
             efforts to cause the Registration Statement relating to the
             Registrable Securities to become effective no later than five
             (5)  business days after notice from the SEC that the Registration
             Statement may be declared effective.  The Investor agrees to
             provide all information which it is required by law to provide
             to the Company, including the intended method of disposition of
             the Registrable Securities, and the Company's obligations set
             forth above shall be conditioned on the receipt of such
             information.

        (b)  The Company shall prepare and file with the SEC such amendments
             (including post-effective amendments) and supplements to the
             Registration Statement and the prospectus used in connection
             with such Registration Statement, which prospectus is to be filed
             pursuant to Rule 424 promulgated under the 1933 Act, as may be
             necessary to keep such Registration Statement effective during
             the Registration Period, and, during such period, comply with
             the provisions of the 1933 Act with respect to the disposition
             of all Registrable Securities of the Company covered by such
             Registration Statement until such time as all of such Registrable
             Securities shall have been disposed of in accordance with the
             intended methods of disposition by the Investor thereof as set
             forth in such Registration Statement.  In the event the number
             of shares of Common Stock covered by the Registration Statement
             filed pursuant to this Agreement is at any time insufficient to
             cover all of the Registrable Securities, the Company shall amend
             such Registration Statement, or file a new Registration Statement
             (on the short form available therefor, if applicable), or both,
             so as to cover all of the Registrable Securities, in each case,
             as soon as practicable, but in any event within thirty (30)
             calendar days after the necessity therefor arises (based on the
             then Purchase Price of the Common Stock and other relevant factors
             on which the Company reasonably elects to rely), assuming the
             Company has sufficient authorized shares at that time, and if
             it does not, within thirty (30) calendar days after such shares
             are authorized.  The Company shall use commercially reasonable
             efforts to cause such amendment and/or new Registration Statement
             to become effective as soon as practicable following the filing
             thereof.

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        (c)  The Company shall make available to the Investor whose Registrable
             Securities are included in any Registration Statement and its
             legal counsel without charge (i) promptly after the same is
             prepared and filed with the SEC at least one (1) copy of such
             Registration Statement and any amendment(s) thereto, including
             financial statements and schedules, all documents incorporated
             therein by reference and all exhibits, the prospectus included
             in such Registration Statement (including each preliminary
             prospectus) and, with regards to such Registration Statement(s),
             any correspondence by or on behalf of the Company to the SEC or
             the staff of the SEC and any correspondence from the SEC or the
             staff of the SEC to the Company or its representatives; (ii) upon
             the effectiveness of any Registration Statement, the Company shall
             make available copies of the prospectus, via EDGAR, included in
             such Registration Statement and all amendments and supplements
             thereto; and (iii) such other documents, including copies of any
             preliminary or final prospectus, as the Investor may reasonably
             request from time to time in order to facilitate the disposition
             of the Registrable Securities.

        (d)  The Company shall use commercially reasonable efforts to (i)
             register and qualify the Registrable Securities covered by the
             Registration Statement under such other securities or "blue sky"
             laws of such states in the United States as the Investor
             reasonably requests; (ii) prepare and file in those jurisdictions,
             such amendments (including post-effective amendments) and
             supplements to such registrations and qualifications as may be
             necessary to maintain the effectiveness thereof during the
             Registration Period; (iii) take such other actions as may be
             necessary to maintain such registrations and qualifications in
             effect at all times during the Registration Period, and (iv) take
             all other actions reasonably necessary or advisable to qualify the
             Registrable Securities for sale in such jurisdictions; provided,
             however, that the Company shall not be required in connection
             therewith or as a condition thereto to (x) qualify to do business
             in any jurisdiction where it would not otherwise be required to
             qualify but for this Section 3(d), or (y) subject itself to
             general taxation in any such jurisdiction.  The Company shall
             promptly notify the Investor who holds Registrable Securities of
             the receipt by the Company of any notification with respect to
             the suspension of the registration or qualification of any of
             the Registrable Securities for sale under the securities or
             "blue sky" laws of any jurisdiction in the United States or
             its receipt of actual notice of the initiation or threatening
             of any proceeding for such purpose.

        (e)  As promptly as practicable after becoming aware of such event,
             the Company shall notify Investor in writing of the happening of
             any event as a result of which the prospectus included in the
             Registration Statement, as then in effect, includes an untrue
             statement of a material fact or omission to state a material
             fact required to be stated therein or necessary to make the
             statements therein, in light of the circumstances under which
             they were made, not misleading ("Registration Default") and
             use all diligent efforts to promptly prepare a supplement or
             amendment to such Registration Statement and take any other
             necessary steps to cure the Registration Default (which, if
             such Registration Statement is on Form S-3, may consist of
             a document to be filed by the Company with the SEC pursuant
             to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
             defined below) and to be incorporated by reference in the
             prospectus) to correct such untrue statement or omission,

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             and make available copies of such supplement or amendment
             to the Investor. The Company shall also promptly notify the
             Investor (i) when a prospectus or any prospectus supplement
             or post-effective amendment has been filed, and when the
             Registration Statement or any post-effective amendment has
             become effective (the Company will prepare notification of
             such effectiveness which shall be delivered to the Investor
             on the same day of such effectiveness and by overnight mail),
             additionally, the Company will promptly provide to the Investor,
             a copy of the effectiveness order prepared by the SEC once it
             is received by the Company; (ii) of any request by the SEC for
             amendments or supplements to the Registration Statement or
             related prospectus or related information, (iii) of the Company's
             reasonable determination that a post-effective amendment to the
             Registration Statement would be appropriate, (iv) in the event
             the Registration Statement is no longer effective, or (v) if the
             Registration Statement is stale as a result of the Company's
             failure to timely file its financials or otherwise. The Company
             acknowledges that its failure to cure the Registration Default
             within ten (10) business days will cause the Investor to suffer
             damages in an amount that will be difficult to ascertain.
             Accordingly, the parties agree that it is appropriate to include
             a provision for liquidated damages.  The parties acknowledge and
             agree that the liquidated damages provision set forth in this
             section represents the parties' good faith effort to quantify
             such damages and, as such, agree that the form and amount of
             such liquidated damages are reasonable and will not constitute
             a penalty.  It is the intention of the parties that interest
             payable under any of the terms of this Agreement shall not
             exceed the maximum amount permitted under any applicable law.
             If a law, which applies to this Agreement, which sets the
             maximum interest amount, is finally interpreted so that the
             interest in connection with this Agreement exceeds the permitted
             limits, then: (1) any such interest shall be reduced by the amount
             necessary to reduce the interest to the permitted limit; and (2)
             any sums already collected (if any) from the Company which exceed
             the permitted limits will be refunded to the Company.  The
             Investor may choose to make this refund by reducing the amount
             that the Company owes under this Agreement or by making a direct
             payment to the Company.  If a refund reduces the amount that
             the Company owes the Investor, the reduction will be treated as
             a partial payment.

        (f)  The Company shall use all commercially reasonable efforts to
             prevent the issuance of any stop order or other  suspension of
             effectiveness of the Registration Statement, or the suspension
             of the qualification of any of the Registrable Securities for
             sale in any jurisdiction and, if such an order or suspension is
             issued,  to obtain the withdrawal of such order or suspension at
             the earliest possible moment and to notify the Investor holding
             Registrable Securities being sold of the issuance of such order
             and the  resolution thereof or its receipt of actual notice of
             the initiation or threat of any proceeding concerning the
             effectiveness of the registration statement.

        (g)  The Company shall permit the Investor and one (1) legal counsel,
             designated by the Investor, to review and comment upon the
             Registration Statement and all amendments and supplements thereto
             at least one (1)  calendar day prior to their filing with the SEC.
             However, any postponement of a filing of a Registration Statement
             or any postponement of a request for acceleration or any
             postponement of the effective date or effectiveness of a

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             Registration Statement by written request of the Investor
             (collectively, the "Investor's Delay") shall not act to trigger
             any penalty of any kind, or any cash amount due or any in-kind
             amount due the Investor from the Company under any and all
             agreements of any nature or kind between the Company and the
             Investor.  The event(s) of an Investor's Delay shall act to
             suspend all obligations of any kind or nature of the Company
             under any and all agreements of any nature or kind between the
             Company and the Investor.

        (h)  At the request of the Investor, the Company's counsel shall
             furnish to the Investor an opinion letter confirming the
             effectiveness of the registration statement.  Such opinion
             letter shall be issued as of the date of the effectiveness of
             the registration statement and be in form suitable to the
             Investor.

        (i)  The Company shall hold in confidence and not make any disclosure
             of information concerning the Investor unless (i) disclosure of
             such information is necessary to comply with federal or state
             securities laws, (ii) the disclosure of such information is
             necessary to avoid or correct a misstatement or omission in any
             Registration Statement, (iii) the release of such information is
             ordered pursuant to a subpoena or other final, non-appealable
             order from a court or governmental body of competent jurisdiction,
             or (iv) such information has been made generally available to
             the public other than by disclosure in violation of this Agreement
             or any other agreement.  The Company agrees that it shall, upon
             learning that disclosure of such information concerning the
             Investor is sought in or by a court or governmental body of
             competent jurisdiction or through other means, give prompt written
             notice to the Investor and allow the Investor, at the Investor's
             expense, to undertake appropriate action to prevent disclosure
             of, or to obtain a protective order covering such information.

        (j)  The Company shall use all commercially reasonable efforts to
             maintain designation and quotation of all the Registrable
             Securities covered by any Registration Statement on the Principal
             Market.  If, despite the Company's commercially reasonable
             efforts, the Company is unsuccessful in satisfying the preceding
             sentence, it shall use commercially reasonable efforts to cause
             all the Registrable Securities covered by any Registration
             Statement to be listed on each other national securities exchange
             and automated quotation system, if any, on which securities of
             the same class or series issued by the Company are then listed,
             if any, if the listing of such Registrable Securities is then
             permitted under the rules of such exchange or system.  The Company
             shall pay all fees and expenses in connection with satisfying its
             obligation under this Section 3(j).

        (k)  The Company shall cooperate with the Investor to facilitate the
             prompt preparation and delivery of certificates representing the
             Registrable Securities to be offered pursuant to the Registration
             Statement and enable such certificates to be in such denominations
             or amounts, as the case may be, as the Investor may reasonably
             request (and after any sales of such Registrable Securities by the
             Investor, such certificates not bearing any restrictive legend).

        (l)  The Company shall provide a transfer agent for all the Registrable
             Securities not later than the effective date of the first
             Registration Statement filed pursuant hereto.

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        (m)  If requested by the Investor, the Company shall (i) as soon as
             reasonably practical incorporate in a prospectus supplement or
             post-effective amendment such information as the Investor
             reasonably determines should be included therein relating to the
             sale and distribution of Registrable Securities, including,
             without limitation, information with respect to the offering of
             the Registrable Securities to be sold in such offering; (ii)
             make all required filings of such prospectus supplement or
             post-effective amendment as soon as reasonably possible after
             being notified of the matters to be incorporated in such
             prospectus supplement or post-effective amendment; and (iii)
             supplement or make amendments to any Registration Statement if
             reasonably requested by the Investor.

        (n)  The Company shall use all commercially reasonable efforts to
             cause the Registrable Securities covered by the applicable
             Registration Statement to be registered with or approved by such
             other governmental agencies or authorities as may be necessary to
             facilitate the disposition of such Registrable Securities.

        (o)  The Company shall otherwise use all commercially reasonable
             efforts to comply with all applicable rules and regulations of
             the SEC in connection with any registration hereunder.

        (p)  Within one (1) business day after the Registration Statement
             which includes Registrable Securities is declared effective by the
             SEC, the Company shall deliver to the transfer agent for such
             Registrable Securities, with copies to the Investor, confirmation
             that such Registration Statement has been declared effective by
             the SEC.

        (q)  The Company shall take all other reasonable actions necessary to
             expedite and facilitate disposition by the Investor of Registrable
             Securities pursuant to the Registration Statement.


Section 4.  OBLIGATIONS OF THE INVESTOR.

        (a)  At least five (5) calendar days prior to the first anticipated
             filing date of the Registration Statement  the Company shall
             notify the Investor in writing of the information the Company
             requires from the Investor for the Registration Statement.  It
             shall be a condition precedent to the obligations of the Company
             to complete the registration pursuant to this Agreement with
             respect to the Registrable Securities and the Investor agrees
             to furnish to the Company that information regarding itself,
             the Registrable Securities and the intended method of disposition
             of the Registrable Securities as shall reasonably be required
             to effect the registration of such Registrable Securities and
             the Investor shall execute such documents in connection with such
             registration as the Company may reasonably request.  The Investor
             covenants and agrees that, in connection with any sale of
             Registrable Securities by it pursuant to the Registration
             Statement, it shall comply with the "Plan of Distribution"
             section of the then current prospectus relating to such
             Registration Statement.

        (b)  The Investor, by its acceptance of the Registrable Securities,
             agrees to cooperate with the Company as reasonably requested by
             the Company in connection with the preparation and filing of any
             Registration Statement hereunder, unless the Investor has
             notified the Company in writing of an election to exclude all
             of the Investor's Registrable Securities from such Registration
             Statement.

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        (c)  The Investor agrees that, upon receipt of written notice from the
             Company of the happening of any event of the kind described in
             Section 3(f) or the first sentence of 3(e), the Investor will
             immediately discontinue disposition of Registrable Securities
             pursuant to any Registration Statement(s) covering such
             Registrable Securities until the Investor's receipt of the
             copies of the supplemented or amended prospectus contemplated
             by Section 3(f) or the first sentence of 3(e)

Section 5.  EXPENSES OF REGISTRATION.

All expenses, other than underwriting discounts and commissions and other
than as set forth in the Investment Agreement, incurred in connection with
registrations including comments, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing
and qualifications fees, printing and accounting fees, and fees and
disbursements of counsel for the Company or for the Investor shall be
paid by the Company.

Section 6.  INDEMNIFICATION.

In the event any Registrable Securities are included in the Registration
Statement under this Agreement:


        (a)  To the fullest extent permitted by law, the Company, under this
             Agreement, will, and hereby does, indemnify, hold harmless and
             defend the Investor who holds Registrable Securities, the
             directors, officers, partners, employees, counsel, agents,
             representatives of, and each Person, if any, who controls,
             any Investor within the meaning of the 1933 Act or the
             Securities Exchange Act of 1934, as amended (the "1934 Act")
             (each, an "Indemnified Person"), against any losses, claims,
             damages, liabilities, judgments, fines, penalties, charges,
             costs, attorneys' fees, amounts paid in settlement or expenses,
             joint or several (collectively, "Claims"), incurred in
             investigating, preparing or defending any action, claim, suit,
             inquiry, proceeding, investigation or appeal taken from the
             foregoing by or before any court or governmental, administrative
             or other regulatory agency, body or the SEC, whether pending
             or threatened, whether or not an indemnified party is or may be
             a party thereto ("Indemnified Damages"), to which any of them
             may become subject insofar as such Claims (or actions or
             proceedings, whether commenced or threatened, in respect
             thereof) arise out of or are based upon: (i) any untrue
             statement or alleged untrue statement of a material fact in
             the Registration Statement or any post-effective amendment
             thereto or in any filing made in connection with the
             qualification of the offering under the securities or other
             "blue sky" laws of any jurisdiction in which the Investor has
             requested in writing that the Company register or qualify the
             Shares ("Blue Sky Filing"), or the omission or alleged omission
             to state a material fact required to be stated therein or
             necessary to make the statements therein, in light of the
             circumstances under which the statements therein were made,
             not misleading, (ii) any untrue statement or alleged untrue
             statement of a material fact contained in the final prospectus
             (as amended or supplemented, if the Company files any amendment
             thereof or supplement thereto with the SEC) or the omission or
             alleged omission to state therein any material fact necessary

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             to make the statements made therein, in light of the circumstances
             under which the statements therein were made, not misleading,
             or (iii) any violation or alleged violation by the Company of
             the 1933 Act, the 1934 Act, any other law, including, without
             limitation, any state securities law, or any rule or regulation
             thereunder relating to the offer or sale of the Registrable
             Securities pursuant to the Registration Statement (the matters
             in the foregoing clauses (i) through (iii) being, collectively,
             "Violations").  Subject to the restrictions set forth in
             Section 6(c) the Company shall reimburse the Investor and each
             such controlling person, promptly as such expenses are incurred
             and are due and payable, for any reasonable legal fees or other
             reasonable expenses incurred by them in connection with
             investigating or defending any such Claim. Notwithstanding
             anything to the contrary contained herein, the indemnification
             agreement contained in this Section 6(a): (i) shall not apply
             to a Claim arising out of or based upon a Violation which is due
             to the inclusion in the Registration Statement of the
             information furnished to the Company by any Indemnified Person
             expressly for use in connection with the preparation of the
             Registration Statement or any such amendment thereof or
             supplement thereto; (ii) shall not be available to the extent
             such Claim is based on (a) a failure of the Investor to deliver
             or to cause to be delivered the prospectus made available by
             the Company or (b) the Indemnified Person's use of an incorrect
             prospectus despite being promptly advised in advance by the
             Company in writing not to use such incorrect prospectus;
             (iii) any claims based on the manner of sale of the Registrable
             Securities by the Investor or of the Investor's failure to
             register as a dealer under applicable securities laws; (iv) any
             omission of the Investor to notify the Company of any material
             fact that should be stated in the Registration Statement or
             prospectus relating to the Investor or the manner of sale; and
             (v) any amounts paid in settlement of any Claim if such settlement
             is effected without the prior written consent of the Company,
             which consent shall not be unreasonably withheld.  Such indemnity
             shall remain in full force and effect regardless of any
             investigation made by or on behalf of the Indemnified Person
             and  shall survive the resale of the Registrable Securities by
             the Investor pursuant to the Registration Statement.

        (b)  In connection with any Registration Statement in which Investor
             is participating, the Investor agrees to severally and jointly
             indemnify, hold harmless and defend, to the  same extent and in
             the same manner as is set forth in Section 6(a), the Company, each
             of its  directors, each of its officers who signs the
             Registration Statement, each Person, if any, who controls the
             Company within the meaning of the 1933 Act or the 1934 Act and
             the Company's agents (collectively and together with an
             Indemnified Person, an "Indemnified Party"), against any Claim
             or Indemnified Damages to which any of them may become subject,
             under the 1933 Act, the 1934 Act or otherwise, insofar as such
             Claim or Indemnified Damages arise out of or are based upon
             any Violation, in each case to the extent, and only to the
             extent, that such Violation is due to the inclusion in the
             Registration Statement of the written information furnished to
             the Company by the Investor expressly for use in connection with
             such Registration Statement; and, subject to Section 6(c), the
             Investor will reimburse any legal or other expenses reasonably
             incurred by them in connection with investigating or defending
             any such Claim; provided, however, that the indemnity agreement

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             contained in this Section 6(b) and the agreement with respect
             to contribution contained in Section 7 shall not apply to amounts
             paid in settlement of any Claim if such settlement is effected
             without the prior written consent of the Investor, which consent
             shall not be unreasonably withheld; provided, further, however,
             that the Investor shall only be liable under this Section 6(b)
             for  that amount of a Claim or Indemnified Damages as does not
             exceed the net proceeds to such Investor as a result of the sale
             of Registrable Securities pursuant to such Registration Statement.
             Such indemnity shall remain in full force and effect regardless
             of any investigation made by or on behalf of such Indemnified
             Party and shall survive the resale of the Registrable Securities
             by the Investor pursuant to the Registration Statement.
             Notwithstanding anything to the contrary contained herein,
             the indemnification agreement contained in this Section 6(b)
             with respect to any preliminary prospectus shall not inure to
             the benefit of any Indemnified Party if the untrue statement or
             omission of material fact contained in the preliminary prospectus
             were corrected on a timely basis in the prospectus, as then
             amended or supplemented.  This indemnification provision shall
             apply separately to each Investor and liability hereunder shall
             not be joint and several.

        (c)  Promptly after receipt by an Indemnified Person or Indemnified
             Party under this Section 6 of notice of the commencement of any
             action or proceeding (including any governmental action or
             proceeding) involving a Claim, such Indemnified Person or
             Indemnified Party shall, if a Claim in respect thereof is to be
             made against any indemnifying party under this Section 6, deliver
             to the indemnifying party a written notice of the commencement
             thereof, and the indemnifying party shall have the right to
             participate in, and, to the extent the indemnifying party so
             desires, jointly with any other indemnifying party similarly
             noticed, to assume control of the defense thereof with counsel
             mutually satisfactory to the indemnifying party and the
             Indemnified Person or the Indemnified Party, as the case may be;
             provided, however, that an Indemnified Person or Indemnified
             Party shall have the right to retain its own counsel with the
             fees and expenses to be paid by the indemnifying party, if, in
             the reasonable opinion of counsel retained by the Indemnified
             Person or Indemnified Party, the representation by counsel of
             the Indemnified Person or Indemnified Party and the indemnifying
             party would be inappropriate due to actual or potential
             differing interests between such Indemnified Person or Indemnified
             Party and any other party represented by such counsel in such
             proceeding.  The indemnifying party shall pay for only one (1)
             separate legal counsel for the Indemnified Persons or the
             Indemnified Parties, as applicable, and such counsel shall
             be selected by the Investor, if the Investor are entitled to
             indemnification hereunder, or the Company, if the Company is
             entitled to indemnification hereunder, as applicable.  The
             Indemnified Party or Indemnified Person shall cooperate fully
             with the indemnifying party in connection with any negotiation
             or defense of any such action or Claim by the indemnifying
             party and shall furnish to the indemnifying party all
             information reasonably available to the Indemnified Party or
             Indemnified Person which relates to such action or Claim.
             The indemnifying party shall keep the Indemnified Party or
             Indemnified Person fully apprised at all times as to the
             status of the defense or any settlement negotiations with
             respect thereto.  No indemnifying party shall be liable for
             any settlement of any action, claim or proceeding effected

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             without its written consent, provided, however, that the
             indemnifying party shall not unreasonably withhold, delay or
             condition its consent. No indemnifying party shall, without
             the consent of the Indemnified Party or Indemnified Person,
             consent to entry of any judgment or enter into any settlement
             or other compromise which does not include as an unconditional
             term thereof the giving by the claimant or plaintiff to such
             Indemnified Party or Indemnified Person of a release from all
             liability in respect to such Claim.  Following indemnification
             as provided for hereunder, the indemnifying party shall be
             subrogated to all rights of the Indemnified Party or Indemnified
             Person with respect to all third parties, firms or corporations
             relating to the matter for which indemnification has been made.
             The failure to deliver written notice to the indemnifying party
             within a reasonable time of the commencement of any such action
             shall not relieve such indemnifying party of any liability to the
             Indemnified Person or Indemnified Party under this Section 6,
             except to the extent that the indemnifying party is prejudiced
             in its ability to defend such action.

        (d)  The indemnity agreements contained herein shall be in addition
             to (i) any cause of action or similar right of the Indemnified
             Party or Indemnified Person against the indemnifying party or
             others, and (ii) any liabilities the indemnifying party may be
             subject to pursuant to the law.

Section 7.  CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under
Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set forth
in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any seller of Registrable Securities who was
not guilty of fraudulent misrepresentation; and (iii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such Registrable
Securities.

Section 8.      REPORTS UNDER THE 1934 ACT.

With a view to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or regulation of
the SEC that may at any time permit the Investor to sell securities of the
Company to the public without registration ("Rule 144"), provided that the
Investor holds any Registrable Securities are eligible for resale under
Rule 144 (k), the Company agrees to:

        (a) make and keep public information available, as those terms are
            understood and  defined in Rule 144;

        (b) file with the SEC in a timely manner all reports and other
            documents required of the Company under the 1933 Act and the 1934
            Act so long as the Company remains subject to such requirements
            (it being understood that nothing herein shall limit the Company's
            obligations under Section 5(c) of the Investment Agreement) and the
            filing of such reports and other documents is required for the
            applicable provisions of Rule 144; and

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        (c) furnish to the Investor, promptly upon request, (i) a written
            statement by the Company that it has complied with the reporting
            requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a
            copy of the most recent annual or quarterly report of the Company
            and such other reports and documents so filed by the Company,
            and (iii) such other information as may be reasonably requested
            to permit the Investor to sell such securities pursuant to
            Rule 144 without registration.

Section 9.  NO ASSIGNMENT OF REGISTRATION RIGHTS.

The rights and obligations under this Agreement shall not be assignable.

Section 10.  AMENDMENT OF REGISTRATION RIGHTS.

The provisions of this Agreement may be amended only with the written consent
of the Company and Investor.

Section 11.  MISCELLANEOUS.

        (a)  Any notices or other communications required or permitted to be
        given under the terms of this Agreement that must be in writing will
        be deemed to have been delivered (i) upon receipt, when delivered
        personally; (ii) upon receipt, when sent by facsimile (provided a
        confirmation of transmission is mechanically or electronically
        generated and kept on file by the sending party); or (iii) one (1)
        day after deposit with a nationally recognized overnight delivery
        service, in each case properly addressed to the party to receive the
        same.  The addresses and facsimile numbers for such communications
        shall be:

        If to the Company:

        On The Go Healthcare, Inc.
        85 Corstate Avenue, Unit #1
        Concord, Ontario, Canada  L4K 4Y2
        Telephone: (905) 760-2987
        Facsimile: (905) 660-5738

If to the Investor:

        Dutchess Private Equities Fund, Ltd.
        50 Commonwealth Ave, Suite 2
        Boston, MA 02116
        Telephone: (617) 301-4700
        Facsimile:  (617) 249-0947

Each party shall provide five (5) business days prior notice to the other party
of any change in address, phone number or facsimile number.

        (b)  Failure of any party to exercise any right or remedy under this
             Agreement or otherwise, or delay by a party in exercising such
             right or remedy, shall not operate as a waiver thereof.

        (c)  This Agreement and the Transaction Documents constitute the
             entire agreement among the parties hereto with respect to the
             subject matter hereof and thereof.  There are no restrictions,
             promises, warranties or undertakings, other than those set
             forth or referred to herein and therein.

        (d)  This Agreement and the Transaction Documents supersede all
             prior agreements and understandings among the parties hereto
             with respect to the subject matter hereof and thereof.

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<PAGE>

        (e)  The headings in this Agreement are for convenience of reference
             only and shall not limit or otherwise affect the meaning hereof.
             Whenever required by the context of this Agreement, the singular
             shall include the plural and masculine shall include the feminine.
             This Agreement shall not be construed as if it had been prepared
             by one of the parties, but rather as if all the parties had
             prepared the same.

        (f)  This Agreement may be executed in two or more identical
             counterparts, each of which shall be deemed an original but all
             of which shall constitute one and the same agreement.  This
             Agreement, once executed by a party, may be delivered to the
             other party hereto by facsimile transmission of a copy of this
             Agreement bearing the signature of the party so delivering this
             Agreement.

        (g)  Each party shall do and perform, or cause to be done and
             performed, all such further acts and things, and shall execute
             and deliver all such other agreements, certificates, instruments
             and documents, as the other party may reasonably request in
             order to carry out the intent and accomplish the purposes of
             this Agreement and the consummation of the transactions
             contemplated hereby.

        (h)  In case any provision of this Agreement is held by a court of
             competent jurisdiction to be excessive in scope or otherwise
             invalid or unenforceable, such provision shall be adjusted rather
             than voided, if possible, so that it is enforceable to the
             maximum extent possible, and the validity and enforceability of
             the remaining provisions of this Agreement will not in any way be
             affected or impaired thereby.


Section 12.  DISPUTES SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW

All disputes arising under this agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts, without
regard to principles of conflict of laws.  The parties to this agreement will
submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration
Association ("AAA").  The arbitrator shall be selected by application of the
rules of the AAA, or by mutual agreement of the parties, except that such
arbitrator shall be an attorney admitted to practice law in the Commonwealth
of Massachusetts.  No party to this agreement will challenge the jurisdiction
or venue provisions as provided in this section.  Nothing contained herein
shall prevent the party from obtaining an injunction.

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*.*.*

SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT

Your signature on this Signature Page evidences your agreement to be bound by
the terms and conditions of the Investment Agreement and the Registration
Rights Agreement as of the date first written above.

The undersigned signatory hereby certifies that he has read and understands
the Registration Rights Agreement, and the representations made by the
undersigned in this Registration Rights Agreement are true and accurate,
and agrees to be bound by its terms.


        DUTCHESS PRIVATE EQUITIES FUND, LTD.,




By:     /s/Douglas H. Leighton
        ------------------------------------
        Douglas H. Leighton, Director



        ON THE GO HEALTHCARE, INC.


By:     /s/Stuart Turk
        ------------------------------------
        Stuart Turk, CEO

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