THIS AGREEMENT ("Agreement") is made on this 15th day of June 2004

BETWEEN:   On The Go Healthcare, Inc. a company duly constituted under the
           laws of the State of Delaware, and, having its head office at
           85 Corstate Ave, Unit #1 Concord, Ontario, Canada L4K 4Y2
           (hereinafter referred to as "OTG")

    AND:   964434 Ontario inc., a company duly constituted under the laws of
           Ontario and its address of  P.O. Box 949 Thornhill, Ontario L4J 8G7
           (hereinafter referred to as the "Consultant")

WHEREAS,   OTG is desirous to integrate its electronic data technology with
           the vital baby's systems and communicate with its customers
           (the "Objective"); and

WHEREAS,   The Consultant is willing to provide EDI technology development
           services to the Company.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

In this Agreement, unless the context otherwise requires:

1.1 Agreement - means this agreement dated as of the date hereof, as well as
    any rider, amendment, modification or intervention which might be made or
    added thereto in writing, with mutual consent of the parties; the Agreement
    is also sometimes designated by the expressions "hereof", "herein" and
    "hereunder";

1.2 Personnel - means any persons engaged by the Consultant acting as agent
    for OTG.

ARTICLE 2: RESPONSIBILITIES OF OTG

2.1 Pay directly all purchases or contracts for hardware and software entered
    into by the Consultant on behalf of OTG with the prior written approval
    of OTG.

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ARTICLE 3: RESPONSIBILITIES OF the Consultant

3.1 Engage all necessary Personnel as per the directives of OTG.

3.2 Supervise newly engaged Personnel if needed.

3.3 Assist and develop EDI links with the Company's existing order processing
    systems and accounting systems as needed to function with mass retailers
    and other customers as required by the Company from time to time

ARTICLE 4: TERM OF AGREEMENT, TERMINATION

4.1 The Initial Term of this Agreement shall be for Six (6) months from the
    Effective Date of this Agreement.

4.2 In the event that either party materially or repeatedly defaults in the
    performance of any of its duties or obligations under this Agreement and,
    within thirty (30) days after written notice is  given to the defaulting
    party specifying the default, (i) such default is not substantially cured,
    or (ii) the defaulting party  does not obtain the approval of the other
    party to a plan to remedy  the default, then the party not in default may
    terminate this  Agreement by giving written notice to the defaulting party.

4.3 If either party becomes or is declared insolvent or bankrupt, is the
    subject of any proceedings relating to its liquidation, insolvency or for
    the appointment of a receiver or similar officer for it, makes a general
    assignment for the benefit of all or substantially all of it creditors, or
    enters into an agreement for the composition, extension or readjustment of
    all or substantially all of its obligations, then the other party, within
    the conditions of applicable law, may immediately terminate this Agreement
    by giving written notice.

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ARTICLE 5: CONFIDENTIALITY

5.1 During the term of this Agreement, and for a period of three (3) years
    after the expiration of the term of this Agreement, proprietary or
    confidential information ("Information") of any kind pertaining to both
    parties' businesses, and all written material marked by ether party as
    "Confidential" or "Proprietary" shall be treated by the other party as
    secret and confidential and accorded the same protection as the parties
    give to their own Information of a similar nature. Verbally disclosed
    Information, which is to be treated as confidential or proprietary, by
    a party shall be confirmed as such in writing by the party within thirty
    (30) days of such disclosure.

5.2 Notwithstanding the foregoing, confidential Information does not include
    information

        which:

                * has been  published  or is otherwise  readily  available to
                  the public  other  than by breach  of  this  Agreement;

                * has been  rightfully  received  by the  receiving  party from
                  a third party without breach of any confidentiality
                  obligations;

                * has  been  independently  developed  by the  receiving
                  party's personnel  without access  to,  or use  of,  the
                  other party's Confidential  Information;

                * was known to the  receiving  party  prior to its first
                  receipt  from the other party and which the receiving party
                  has documented prior to the date hereof; or

                * is required to be disclosed by law whether  under an order
                  of a  court or  government, tribunal or other legal  process.
                  In such cases, the receiving party must immediately notify
                  the other party of the disclosure requirement, in order to
                  allow the other party a reasonable opportunity to obtain a
                  court order to protect its rights, or otherwise to protect
                  the confidential nature of the Confidential Information.

ARTICLE 6: FEES and CHARGES

6.1 The parties agree that the activities undertaken and services provided to
    OTG shall be paid by the issuance of seven hundred and fifty thousand
    (750,000) common shares of On The Go Healthcare, Inc to the Consultant
    and one million two hundred and fifty thousand (1,250,000) options at
    $0.05 that will expire July 30, 2005.

All pre-approved charges related to the purchase of equipment shall bill the
costs directly to OTG.

6.3 All charges in this agreement are stated in legal currency of the Canada.

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ARTICLE 7: TAXES

     OTG shall assume responsibility for, and hold the Consultant harmless
     from all taxes, duties, or similar liabilities arising under this
     Agreement, under any present or future tax laws, except for the
     personal income tax of the Consultant.

ARTICLE 8: LIABILITY, INDEMNITY, WARRANTIES

8.1 OTG shall indemnify the Consultant and hold it harmless against and in
    respect to any and all claims, damages, losses, costs, expenses,
    obligations, liabilities, actions, suits, including without limitation,
    interest and penalties, reasonable attorneys' fees and costs and all
    amounts paid in settlement of any claim, action or suit that may be
    asserted against OTG or the Consultant or that OTG or the Consultant
    shall incur or suffer, that arise out of, result from or relate to:
    (a) the non-fulfillment of any agreement, covenant or obligation of
    OTG in connection with this Agreement; (b) any breach of any
    representation or warranty made by OTG hereunder.

8.2 The Consultant warrants that it will perform its obligations under
    this Agreement in a professional and workmanlike manner. In the event
    the Consultant is liable to OTG on account of the Consultant's performance
    or nonperformance of its obligations under this Agreement, whether arising
    by negligence or otherwise, (i) the amount of damages recoverable against
    the Consultant for all events, act or omissions will not exceed in the
    aggregate the Charges paid by OTG for the last twelve (12) months and
    (ii) in no event will the Consultant be responsible for any indirect,
    consequential, incidental or punitive damages of any party, including
    third parties, or for lost profits. In connection with the conduct of
    any litigation with third parties relating to any liability of the
    Consultant to OTG or to such third parties, the Consultant will have all
    rights to accept or reject settlement offers and to participate in such
    litigation. OTG and the Consultant expressly acknowledge that the
    limitations contained in this Section have been the subject of active
    and complete negotiation between the parties and represent the parties'
    agreement.

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ARTICLE 9: EXCUSABLE DELAY

9.1 If either party is unable to perform any of its obligations hereunder
    due to Force Majeure, the failure to perform by such party shall not
    constitute a basis for termination or default under this Agreement
    provided that notice thereof is given to the other party within seven
    (7) days after the party becomes aware of such event. OTG shall not be
    required to make any payment to the Consultant pursuant to Article 7
    during the period of the Consultant's inability, as a result of an event
    of Force Majeure, to provide the Services and Facilities.

9.2 For the purposes of this Agreement, Force Majeure shall be understood to
    be any cause beyond the reasonable control of the non-performing party
    and without its fault or negligence and includes, without limiting the
    generality of the foregoing, acts of God or of a public enemy, acts of
    any Government or any State or Territory, or any agency thereof, in its
    sovereign capacity, fires, floods, epidemic, quarantine restrictions,
    unusually severe weather conditions, extraordinary vehicle traffic
    conditions, or mechanical malfunctions.

ARTICLE 10:  NOTICES

    Any notice or communication under this Agreement shall be in writing and
    shall be hand delivered, given by fax or sent by registered mail return
    receipt requested, postage prepaid, to the other party's designated
    representative, receiving such communication at the address specified
    herein, or such other address or person as either party may in the future
    specify to the other party. Such notice shall be deemed to be received
    upon delivery or, by fax, on the next business day following transmission
    provided electronic evidence of transmission is produced at point of
    origin or, if mailed, on the fourth business day following the date of
    mailing.

                      If to The Consultant:

                      964434 Ontario inc.
                      P.O. Box 949
                      Thornhill, Ontario
                      L4J 8G7

                      If to OTG:

                      On The Go Healthcare, Inc.
                      85 Corstate Ave
                      Unit #1
                      Concord, Ontario, Canada
                      L4K 4Y2
                      Attention: Stuart Turk

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ARTICLE 11:  MISCELLANEOUS

11.1 Neither party may assign or transfer all or any part of its rights under
     this Agreement, without the prior written consent of the other, except
     when assigning all of their rights  and obligations to any legal entity
     controlling, controlled by, or under common control with it, but with
     thirty (30) days' prior notice to the other party.

11.2 The Consultant can assign this Agreement or any obligations hereunder
     to a third party. If any obligations of the Consultant are assigned to
     a subcontractor, the Consultant will   remain responsible for such
     obligations under this Agreement.

11.3 This Agreement is not intended to create, nor shall it be construed to
     be, a joint venture, association, partnership, franchise, or other form
     of business relationship. Neither party shall have, nor hold itself out
     as having, any right, power or authority to assume, create, or incur any
     expenses, liability, or obligation on behalf of the other party, except
     as expressly provided herein.

11.4 If any provision of this Agreement is held invalid, illegal or
     unenforceable in any respect, such provision shall be treated as
     severable, leaving the remaining provisions unimpaired, provided that
     such does not materially prejudice either party in their respective
     rights and obligations contained in the valid terms, covenants, or
     conditions.

11.5 There are no intended third party beneficiaries to this Agreement.

11.6 The failure of either party to require the performance of any of the
     terms of this agreement or the waiver by either party of any default under
     this Agreement shall not prevent a subsequent enforcement of such term,
     nor be deemed a waiver of any subsequent breach.

11.7 This Agreement may not be modified, supplemented, or amended or default
     hereunder waived except upon the execution and delivery of a written
     agreement signed by the authorized representative of each party.

11.8 Both parties represent and warrant that each has the full authority to
     perform its obligations under this Agreement and that the person executing
     this Agreement has the authority to bind it.

11.9 This Agreement shall be governed by and construed in accordance with the
     laws of the Province of Ontario and the applicable federal laws of Canada
     therein, and the parties irrevocably submit to the jurisdiction of the
     courts of the Province of Ontario, city of Toronto.

11.10 The Parties have requested that this Agreement and all documents and
      communications pursuant to or in connection with this Agreement be drawn
      up in the English language.

11.11 This Agreement constitutes the final and full terms of understanding
      between the parties and supersedes all previous agreements,
      understandings, negotiations, and promises, whether written or oral,
      between the parties with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year
set forth below.




On The Go Healthcare, Inc.


/s/Stuart Turk                              /s/ Nadav Elituv
--------------------------------            -----------------------------------
Signature                                   Signature

Stuart Turk, President, CEO                 Nadav Elituv, President
             Chairman & Director


June 15, 2004                               June 15, 2004
--------------------------------            -----------------------------------
Date                                        Date


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