EXHIBIT 4.2

AMENDED CONVERTIBLE PROMISSORY NOTE

FACE AMOUNT                                                 $1,937,000
PRICE                                                       $1,550,000
INTEREST RATE                                               0% per month
NOTE NUMBER                                                 December - 2006-101
ISSUANCE DATE                                               December 6, 2006
MATURITY DATE                                               July 11, 2008

This Note replaces the Note issued on December 6, 2006. FOR VALUE RECEIVED, On
The Go Healthcare, Inc, a Delaware corporation (the "Company"), (OTC BB: OGOH)
hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, LTD. as
successor-in-interest to Dutchess Private Equities Fund, L.P. (the "Holder")
within the Maturity Date, or earlier, the Amount of One Million Nine Hundred
and Thirty-Seven Thousand Dollars ($1,937,000) U.S., in such amounts, at such
times and on such terms and conditions as are specified herein, and as may be
amended from time to time (this "Note").  Dutchess and the Company hereby
agree that, as of March 5, 2008, the principal balance on the Note is $632,500
and there is no accrued interest.


Article 1  Payment

Payments made by the Company in satisfaction of this Note (each a "Payment,"
and collectively, the "Payments") to the Holder shall be made monthly on the
tenth (10th) business day of each month, in an amount totaling one hundred
and twenty six thousand five hundred dollars ($126,500) per month ("Payment
Amount"). The Payment Amount will be paid in the Company's common stock
pursuant to a conversion as outlined in Section 1.1, herein, par value
$0.0001 per share (the "Common Stock"), or cash as set forth herein. Failure
to make Payments will constitute an Event of Default under this Note, subject
to opportunity to cure, and the Holder may seek to take actions as described
under Article 4 of this Note.

Notwithstanding any provision to the contrary in this Note, the Company may
pay in full to the Holder the Face Amount, or any balance remaining thereof,
in shares of Common Stock or cash at any time and from time to time without
penalty ("Prepayment").  Prepayments will be applied to the next payment due
on the payment schedule and subsequent payments afterwards.

After the effective date of this Note, if the Company receives in excess of
one million dollars ($1,000,000) in financing, debt or equity, be it from
the Holder or another source, including any sale, disposition or transfer of
assets except in the ordinary course of business, the Company must make a
Prepayment to the Holder when the aggregate amount of financing received by
the Company is in excess of one million dollars ($1,000,000) ("Threshold
Amount"). The calculation of the Threshold Amount will exclude all broker's
fees, commissions, inducement shares of stock or warrants and other expenses
of the financing or sale.  The Company agrees to pay one hundred percent
(100%) of any proceeds raised by the Company over the Threshold Amount
toward the Prepayment of the Note until the Face Amount is paid in full.
The payments shall be made to the Holder upon the Company's receipt of the
financing. Failure to do so will result in an Event of Default.

<PAGE>

Section 1.1 Method of Payment

        (a) Cash.
                a. The Company will pay the Holder, at its sole option, in
                   Common Stock pursuant to a conversion as set forth in
                   Section 1.1 (b), below.  Commencing on the eleventh (11th)
                   of the month until the tenth (10th) of the next month
                   ("Payment Period"), if the amount converted by the Holder
                   has a value less than the Payment Amount, the Company shall
                   immediately pay to the Holder in cash (each, a "Cash
                   Payment") the difference between the amount converted and
                   the Payment Amount on the tenth (10th) day of the month
                   wherein the Payment is due, and subtracting those amounts
                   converted into Common Stock by the Holder for the prior
                   Payment Period.

        (b) Conversion.

                (i)  Payment in satisfaction of the Note will be in shares of
                     Common Stock.  The number of shares of Common Stock
                     issuable upon the conversion of the Note shall be
                     determined pursuant to Section 1.1(e).

                (ii) In the event all or any portion of the Note remains
                     outstanding on the Maturity Date, the Holder shall retain
                     the sole right to request the Residual Amount, as defined
                     in Article 3, to be automatically converted into shares of
                     Common Stock, or due in cash, on such date.

        (c) Conversion Procedure. The Holder will convert into Common Stock the
            unpaid Face Amount of this Note.  Such conversion shall be
            effectuated by surrendering to the Company, or its attorney, the
            Note to be converted together with a facsimile or original of the
            signed notice of conversion (the "Notice of Conversion"). The date
            on which the Notice of Conversion is effective ("Conversion Date")
            shall be deemed to be the date on which the Holder has delivered
            to the Company a facsimile or original of the signed Notice of
            Conversion, as long as the original Note to be converted is
            received by the Company within five (5) business days thereafter.
            At such time that the original Note has been received by the
            Company, the Holder can elect whether a reissuance of the Note is
            warranted, or whether the Company can retain the Note as to a
            continual conversion by the Holder.  Notwithstanding the foregoing,
            if no Notice of Conversion is provided to the Company, the
            Conversion Date shall be deemed to be the date Payment would
            otherwise be due to Holder.

<PAGE>

        (d) Common Stock to be Issued. Upon the conversion of any Payment made
            in satisfaction of the Note, the Company shall instruct its
            transfer agent to issue stock certificates in such denominations
            to be specified at conversion representing the number of shares of
            Common Stock issuable upon such conversion, as applicable. In the
            event that the Common Stock underlying the Note is deemed sellable
            under Rule 144, the Company shall cause its counsel to issue a
            legal opinion to the Company's transfer agent promptly upon any
            such request, so long as the Holder provides the Company's counsel
            with all such information counsel reasonably and customarily
            requests to provide such opinion.  The Company is responsible to
            provide all costs associated with the issuance of the shares,
            including but not limited to the opinion letter, FedEx of the
            certificates and any other costs that arise. The Company shall act
            as registrar and shall maintain an appropriate ledger containing
            the necessary information with respect to the Note. The Company
            warrants that no instructions, other than these instructions, have
            been given or will be given to the transfer agent and that the
            Common Stock shall otherwise be freely resold, except as may be set
            forth herein or subject to applicable law.

        (e) Conversion Rate.  The Company will convert the Note at 80% (eighty
            percent) of the lowest closing best bid price of the Common Stock
            for the ten (10) Trading Days prior to the Conversion Date
            ("Conversion Price"). No fractional shares or scrip representing
            fractions of shares will be issued on conversion, but the number
            of shares issuable shall be rounded up or down, as the case may be,
            to the nearest whole share. Notwithstanding the foregoing, no
            single issuance of Common Stock shall exceed 4.99% of the total
            outstanding common stock of the Company at the time of each
            issuance.

        (f) Nothing contained in the Note shall be deemed to establish or
            require the payment of interest to the Holder at a rate in excess
            of the maximum rate permitted by governing law.  In the event
            that the rate of interest required to be paid exceeds the maximum
            rate permitted by governing law, the rate of interest required to
            be paid there under shall be automatically reduced to the maximum
            rate permitted under the governing law and such excess shall be
            returned with reasonable promptness by the Holder to the Company.

        (g) It shall be the Company's responsibility to take all necessary
            actions and to bear all such costs to issue the Common Stock
            as provided herein, including the responsibility and cost for
            delivery of an opinion letter to the transfer agent, if so
            required.  Holder shall be treated as a shareholder of record
            on the date Common Stock is issued to the Holder. If the Holder
            shall designate another person as the entity in the name of
            which the stock certificates issuable upon conversion of the
            Note are to be issued prior to the issuance of such certificates,
            the Holder shall provide to the Company evidence that either no
            tax shall be due and payable as a result of such transfer or that
            the applicable tax has been paid by the Holder or such person.
            Upon surrender of any Note that is to be converted in part, the
            Company shall issue to the Holder a new Note equal to the
            unconverted amount, if so requested in writing by the Holder.

<PAGE>

        (h) Within three (3) business days after receipt of the documentation
            referred to above in Section 1.1(c), the Company shall deliver a
            certificate, for the number of shares of Common Stock issuable
            upon the conversion. In the event the Company does not make
            delivery of the Common Stock as instructed by Holder within
            three (3) business days after the Conversion Date, then in such
            event the Company shall pay to the Holder one percent(1%) in
            cash of the dollar value of the Face Amount of the Note remaining
            after said conversion, compounded daily, per each day after the
            third (3rd) business day following the Conversion Date that the
            Common Stock is not delivered to the Holder.  The Company
            acknowledges that its failure to deliver the Common Stock within
            five (5) business days after the Conversion Date will cause the
            Holder to suffer damages in an amount that will be difficult to
            ascertain. Accordingly, the parties agree that it is appropriate
            to include in this Note 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.  The payment of liquidated
            damages shall not relieve the Company from its obligations to
            deliver the Common Stock pursuant to the terms of this Note.

        (i) The Company shall at all times reserve (or make alternative written
            arrangements for reservation or contribution of shares) and have
            available all Common Stock necessary to meet conversion of the
            Note by the Holder of the entire amount of the Note then
            outstanding. If, at any time the Holder submits a Notice of
            Conversion  or a Conversion Date arises and the Company does not
            have sufficient authorized but unissued shares of Common Stock
            (or alternative shares of Common Stock as may be contributed by
            stockholders of the Company) available to effect, in full, a
            conversion of the Note (a "Conversion Default," the date of such
            default being referred to herein as the "Conversion Default Date"),
            the Company shall issue to the Holder all of the shares of Common
            Stock which are available, and the Notice of Conversion as to any
            portions of the Note requested to be converted but not converted
            (the "Unconverted Note"), may be deemed null and void upon written
            notice sent by the Holder to the Company.  The Company shall
            provide notice of such Conversion Default ("Notice of Conversion
            Default") to the Holder, by facsimile within three (3) business
            days of such default (with the original delivered by overnight
            mail or two day courier), and the Holder shall give notice to the
            Company by facsimile within five (5) business days of receipt of
            the original Notice of Conversion Default (with the original
            delivered by overnight mail or two day courier) of its election
            to either nullify or confirm the Notice of Conversion.

<PAGE>

            The Company agrees to pay the Holder payments for a Conversion
            Default ("Conversion Default Payments") in the amount of (N/365)
            multiplied by 0.24 multiplied by the initial issuance price of
            the outstanding or tendered but Unconverted Note held by the Holder
            where N = the number of days from the Conversion Default Date to
            the date (the "Authorization Date") that the Company authorizes
            a sufficient number of shares of Common Stock to effect conversion
            of all remaining amounts under the Note.  The Company shall send
            notice ("Authorization Notice") to the Holder that additional
            shares of Common Stock have been authorized, the Authorization
            Date, and the amount of Holder's accrued Conversion Default
            Payments.  The accrued Conversion Default shall be paid in cash
            or shall be convertible into Common Stock at the conversion rate
            set forth in the first sentence of this paragraph, upon written
            notice sent by the Holder to the Company, which Conversion Default
            shall be payable as follows:  (i) in the event the Holder elects
            to take such payment in cash, cash payments shall be made to the
            Holder by the fifth (5th) day of the following calendar month, or
            (ii) in the event Holder elects to take such payment in stock, the
            Holder may convert such payment amount into Common Stock at the
            conversion rate set forth in the first sentence of this paragraph
            at any time after the fifth (5th) day of the calendar month
            following the month in which the Authorization Notice was received,
            until the expiration of the mandatory three (3) year conversion
            period.

            The Company acknowledges that its failure to maintain a sufficient
            number of authorized but unissued shares of Common Stock to effect
            in full a conversion of the Note will cause the Holder to suffer
            damages in an amount that will be difficult to ascertain.
            Accordingly, the parties agree that it is appropriate to include
            in this Note 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. The payment of liquidated damages shall not relieve
            the Company from its obligations to deliver the Common Stock
            pursuant to the terms of this Note.

        (j) If, by the third (3rd) business day after the Conversion Date of
            any portion of the Note to be converted (the "Delivery Date"), the
            transfer agent fails for any reason to deliver the Common Stock
            upon conversion by the Holder and after such Delivery Date, the
            Holder purchases, in an open market transaction or otherwise,
            shares of Common Stock (the "Covering Shares") solely in order to
            make delivery in satisfaction of a sale of Common Stock by the
            Holder (the "Sold Shares"), which delivery such Holder anticipated
            to make using the Common Stock issuable upon conversion
            (a "Buy-In"), the Company shall pay to the Holder, in addition to
            any other amounts due to Holder pursuant to this Note, and not in
            lieu thereof, the Buy-In Adjustment Amount (as defined below).
            The "Buy In Adjustment Amount" is the amount equal to the excess,
            if any, of (x) the Holder's total purchase price (including
            brokerage commissions, if any) for the Covering Shares over (y)
            the net proceeds (after brokerage commissions, if any) received
            by the Holder from the sale of the Sold Shares. The Company shall
            pay the Buy-In Adjustment Amount to the Holder in immediately
            available funds within five (5) business days of written demand
            by the Holder.  By way of illustration and not in limitation of
            the foregoing, if the Holder purchases shares of Common Stock
            having a total purchase price (including brokerage commissions)
            of $11,000 to cover a Buy-In with respect to shares of Common
            Stock it sold for net proceeds of $10,000 the Buy-In Adjustment
            Amount which the Company will be required to pay to the Holder
            will be $1,000.

<PAGE>

        (k) The Company shall defend, protect, indemnify and hold harmless
            the Holder and all of its shareholders, officers, directors,
            employees, counsel, and direct or indirect investors and any of
            the foregoing person's agents or other representatives
            (including, without limitation, those retained in connection
            with the transactions contemplated by this Note) (collectively,
            the "Section 1.1(k)Indemnitees") from and against any and all
            actions, causes of action, suits, claims, losses, costs,
            penalties, fees, liabilities and damages, and expenses in
            connection therewith (irrespective of whether any such
            Section 1.1(k) Indemnitee is a party to the action for which
            indemnification hereunder is sought), and including reasonable
            attorneys' fees and disbursements (the "Section 1.1(k)
            Indemnified Liabilities"), incurred by any Section 1.1(k)
            Indemnitee as a result of, or arising out of, or relating to
            (i) any misrepresentation or breach of any representation or
            warranty made by the Company in this Note or any other certificate,
            instrument or document contemplated hereby or thereby, (ii) any
            breach of any covenant, agreement, or obligation of the Company
            contained in this Note or any other certificate, instrument, or
            document contemplated hereby or thereby, (iii) any cause of action,
            suit, or claim brought or made against such Section 1.1(k)
            Indemnitee by a third party and arising out of or resulting from
            the execution, delivery, performance, or enforcement of this Note
            or any other certificate, instrument, or document contemplated
            hereby or thereby, (iv) any transaction financed or to be financed
            in whole or in part, directly or indirectly, with the proceeds of
            the issuance of the Common Stock underlying the Note
            ("Securities"), or (v) the status of the Holder or holder of the
            Securities as an investor in the Company, except insofar as any
            such  misrepresentation, breach or any untrue statement, alleged
            untrue statement, omission, or alleged omission is made in
            reliance upon and in conformity with written information furnished
            to the Company by the Holder or the investor which is
            specifically intended by the Holder or the investor to be
            relied upon by the Company, including for use in the preparation
            of any such registration statement, preliminary prospectus,  or
            prospectus, or is based on illegal trading of the Common Stock
            by the Holder or the investor. To the extent that the foregoing
            undertaking by the Company may be unenforceable for any reason,
            the Company shall make the maximum contribution to the payment
            and satisfaction of each of the Indemnified Liabilities that is
            permissible under applicable law. The indemnity provisions
            contained herein shall be in addition to any cause of action
            or similar rights the Holder may have, and any liabilities the
            Holder may be subject to.

Article 2  RESERVED

Article 3  Unpaid Amounts

In the event that on the Maturity Date the Company has any remaining amounts
unpaid on this Note (the "Residual Amount"), the Holder can exercise its right
to increase the Face Amount by ten percent (10%) as an initial penalty and two
and one-half percent (2.5%) of the Face Amount per month paid as liquidated
damages ("Liquidated Damages").  The Liquidated Damages will be compounded
daily. If the aforementioned occurs, the Company will be in Default and the
remedies as described in Article 4 may be taken at the Holder's discretion.
It is the intention and acknowledgement of both parties that the Liquidated
Damages not be deemed as interest.

<PAGE>

Article 4  Defaults and Remedies

Section 4.1  Events of Default.

An "Event of Default" or "Default" occurs if any of the following occur:

        (a) the Company does not make the Payment of the Face Amount of this
            Note within three (3) business days of the later of (i) receipt
            of a Notice of Conversion or (ii) a Payment Date; or, a balance
            on the Note exists on the Maturity Date, as applicable, upon
            redemption or otherwise;

        (b) the Company, pursuant to or within the meaning of any Bankruptcy
            Law (as hereinafter defined): (i) commences a voluntary case;
            (ii) consents to the entry of an order for relief against it in
            an involuntary case; (iii) consents to the appointment of a
            Custodian (as hereinafter defined) of it or for all or
            substantially all of its property; (iv) makes a general
            assignment for the benefit of its creditors; or (v) a court
            of  competent jurisdiction enters an order or decree under any
            Bankruptcy Law that:


              (A) is for relief against the Company in an involuntary case;

              (B) appoints a Custodian of the Company or for all or
                  substantially all of its property; or

              (C) orders the liquidation of the Company, and the order or
                  decree remains unstayed and in effect for ninety (90)
                  calendar days;

        (c) the Company's Common Stock is suspended or is no longer listed on
            any recognized exchange, including an electronic over-the-counter
            bulletin board, for in excess of fifteen (15) consecutive trading
            days;

        (d) the Company fails to comply with any of the Articles of this
            Note as outlined.  As used in this Section 4.1, the term
            "Bankruptcy Law" means Title 11 of the United States Code or any
            similar federal or state law for the relief of debtors.  The
            term "Custodian" means any receiver, trustee, assignee, liquidator
            or similar official under any Bankruptcy Law.

After two consecutive Events of Default, as outlined in this Note, the
Holder can exercise its right to increase the Face Amount of the Note by
ten percent (10%) as an initial penalty and for each Event of Default under
this Note.  In addition, the Holder may elect to increase the Face Amount
by two and one-half percent (2.5%) per month paid as a penalty for liquated
damages ("Liquidated Damages"). The Liquated Damages will be compounded daily.
It is the intention and acknowledgement of both parties that the Liquidated
Damages not be deemed as interest.

In the event of a Default hereunder, the Holder may elect to secure a portion
of the Company's assets not to exceed 200% of the Face Amount of the Note,
including, but not limited to: accounts receivable through February 28, 2008,
cash, marketable securities, equipment, building, land or inventory.  The
Holder may also elect to garnish revenue from the Company in an amount that
will repay the Holder for unpaid amounts due under this Note.

For each Event of Default, as outlined in this Note, the Holder can
exercise its right to increase the Face Amount of the Note by ten percent
(10%) as an initial penalty.  In addition, the Holder may elect to increase
the Residual Amount by two and one-half percent (2.5%) per month paid as a
penalty for Liquidated Damages.  The Liquidated Damages will be compounded
daily.  It is the intention and acknowledgement of both parties that the
Liquidated Damages not be deemed as interest.

<PAGE>

Article 5  Additional Financing

The Company shall not, neither directly nor indirectly, without the prior
written consent of Holder, offer Common Stock or file any registration
statement, (except those on Form S-8 or, in the case of an acquisition, on
Form S-4) for any securities (a "Subsequent Financing"), ending on the earlier
to occur of (i) Maturity Date or (ii) the date on which the full Face Amount
on the Note has been paid (each the "Lock Up Period") except with respect to
securities issued pursuant to Company's employee stock option plan or Common
Stock issued for acquisitions. Failure to do so will result in an Event of
Default and the Holder may elect to take the action outlined in Article 4.
The sole exceptions shall be any registration statements required to be filed
by the Company for previous financings completed by Laurus Funds.

Article 6  Mergers

The Company shall not consolidate or merge into, or transfer all or
substantially all of its assets to, any person, unless such person assumes in
writing the obligations of the Company under this Note and immediately after
such transaction no Event of Default exists. Any reference herein to the
Company shall refer to such surviving or transferee corporation and the
obligations of the Company shall terminate upon such written assumption.
Failure to do so will constitute an Event of Default under this Note
and the Holder may immediately seek to take actions as described under
Article 4 of this Note.

Article 7  Notice

Any notices, consents, waivers or other communications required or permitted
to be given under the terms of this Note must be in writing and 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:

        Stuart Turk
        85 Corstate Avenue, Unit #1
        Concord, Ontario, Canada L4K 4Y2
        Facsimile 905-760-2987

        Copy to:

        Amy Trombly, Esq.
        Trombly Business Law
        1320 Centre Street, Suite 202
        Newton, MA  02459
        Facsimile 617-243-0066


        If to the Holder:

        Dutchess
        Douglas Leighton
        50 Commonwealth Avenue, Suite 2
        Boston, MA  02116
        Phone   617-301-4700
        Facsimile 617-249-0947

<PAGE>

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

Article 8 Time

Where this Note authorizes or requires the payment of money or the performance
of a condition or obligation on a Saturday or Sunday or a holiday in which
the United States Stock Markets ("US Markets") are closed ("Holiday"), or
authorizes or requires the payment of money or the performance of a condition
or obligation within, before or after a period of time computed from a certain
date, and such period of time ends on a Saturday or a Sunday or a Holiday,
such payment may be made or condition or obligation performed on the next
succeeding business day, and if the period ends at a specified hour, such
payment may be made or condition performed, at or before the same hour of
such next succeeding business day, with the same force and effect as if made
or performed in accordance with the terms of this Note.  A "business day"
shall mean a day on which the US Markets are open for a full day or half day
of trading.

Article 9  No Assignment

This Note shall not be assigned.

Article 10 Rules of Construction.

In this Note, unless the context otherwise requires, words in the singular
number include the plural, and in the plural include the singular, and
words of the masculine gender include the feminine and the neuter, and
when the tense so indicates, words of the neuter gender may refer to any
gender.  The numbers and titles of sections contained in the Note are
inserted for convenience of reference only, and they neither form a part
of this Note nor are they to be used in the construction or interpretation
hereof.  Wherever, in this Note, a determination of the Company is required
or allowed, such determination shall be made by a majority of the Board of
Directors of the Company and, if it is made in good faith, it shall be
conclusive and binding upon the Company and the Holder.

Article 11 Governing Law

The validity, terms, performance and enforcement of this Note shall be
governed and construed by the provisions hereof and in accordance with the
laws of the Commonwealth of Massachusetts applicable to agreements that are
negotiated, executed, delivered and performed solely in the Commonwealth of
Massachusetts.


Article 12 Litigation

The parties to this Note will submit all disputes arising under this
Note 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 Note
will challenge the jurisdiction or venue provisions as provided in this
section.  Nothing in this section shall limit the Holder's right to obtain
an injunction for a breach of this Note from a court of law.

Article 13 RESERVED

<PAGE>

Article 14 Closing Costs

The Company paid fees associated with the transaction in the amount of
Ninety Thousand Dollars ($90,000) U.S. directly from the Closing of this Note.
No further fee is required for the amendment of this Note.

Article 15 Indemnification

In consideration of the Holder's execution and delivery of this Note and
the acquisition and funding by the Holder of the Note hereunder and in
addition to all of the Company's other obligations under the documents
contemplated hereby, the Company shall defend, protect, indemnify and hold
harmless the Holder and all of its shareholders, officers, directors,
employees, counsel, and direct or indirect investors and any of the
foregoing person's agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated
by this Note) (collectively, the "Indemnities") from and against any
and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "Indemnified Liabilities" ), incurred
by any Indemnitee as a result of, or arising out of, or relating to (i) any
misrepresentation or breach of any representation or warranty made by the
Company in the Note, or any other certificate, instrument or document
contemplated hereby or thereby (ii) any breach of any covenant, agreement or
obligation of the Company contained in the Note or any other certificate,
instrument or document  contemplated hereby or thereby, except insofar as any
such misrepresentation, breach or any untrue statement, alleged untrue
statement, omission or alleged omission is made in reliance upon and in
conformity with written information furnished to the Company by, or on behalf
of, the Holder or is based on illegal trading of the Common Stock by the
Holder. To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities that
is permissible under applicable law. The indemnity provisions contained herein
shall be in addition to any cause of action or similar rights the Holder may
have, and any liabilities the Holder may be subject to.


Article 16 Waiver

The Holder's delay or failure at any time or times hereafter to require strict
performance by Company of any undertakings, agreements or covenants shall not
waiver, affect, or diminish any right of the Holder under this Note to
demand strict compliance and performance herewith. Any waiver by the Holder of
any Event of Default shall not waive or affect any other Event of Default,
whether such Event of Default is prior or subsequent thereto and whether of
the same or a different type. None of the undertakings, agreements and
covenants of the Company contained in this Note, and no Event of Default,
shall be deemed to have been waived by the Holder, nor may this Note be
amended, changed or modified, unless such waiver, amendment, change or
modification is evidenced by an instrument in writing specifying such waiver,
amendment, change or modification and signed by the Holder.

Article 17 RESERVED

Article 18 RESERVED

Article 19 RESERVED

<PAGE>

Article 20 Transactions With Affiliates.

The Company shall not, and shall cause each of its Subsidiaries not to,
enter into, amend, modify or supplement, or permit any Subsidiary to enter
into, amend, modify or supplement, any agreement, transaction, commitment or
arrangement with any of its or any Subsidiary's officers, directors, persons
who were officers or directors at any time during the previous two years,
shareholders who beneficially own five percent(5%) or more of the Common Stock,
or affiliates or with any individual related by blood, marriage or adoption to
any such individual or with any entity in which any such entity or individual
owns a five percent (5%) or more beneficial interest (each a "Related Party")
during the Lock Up Period.  This Article 20 shall not apply to compensation
arrangements with officers and directors.

Article 21 Investor Shares

The Company  issued four hundred thousand (400,000) shares of unregistered,
restricted Common Stock to the Holder as an incentive for the investment
("Shares").  Provided however, the Incentive Shares issued were not to exceed
4.99% of the total outstanding of the Company's Common Stock at any time
("Maximum Deliverable Shares").  The Maximum Deliverable Shares shall be
delivered immediately to the Holder and shall carry piggyback registration
rights.  Any shares due to the Holder in excess of the Maximum Deliverable
Shares shall be issued to the Holder at such time when the Holder's total
aggregate shares are equal to or less than 2.5% of the total outstanding
shares of the Company ("Additional Incentive Shares").  Upon such time, the
Company will issue to the Holder, in whole or in part, the Additional
Incentive Shares.   In no instance shall the issuance of the Additional
Incentive shares, when combined with the total number of shares then held
by the Holder (including Incentive Shares held pursuant to the Prior Note(s)),
does not exceed 4.99% of the total outstanding Common Stock.  The Investor's
Shares shall be deemed fully earned as of the date hereof valued at sixty
six cents ($0.66) per share.  In the event the Shares are not registered in
the next registration statement, the Company shall pay to the Holder, as a
penalty, four hundred thousand (400,000) additional shares of common stock
for each time a registration statement is filed and the Shares are not
included.  The Holder retains the right to waive such penalty, in the event
Holder chooses to do so.  Failure to do so will result in an Event of Default
and the Holder may elect to take the action outlined in Article 4.  This
Event of Default will survive this Note until such time as the Shares
are no longer under the control of the Holder.

Article 22 Use of Proceeds

The Company will use proceeds for general corporate working capital purposes
or acquisitions. This shall not to be used to pay down long-term debt to any
financial institution.

<PAGE>

Article 23 Miscellaneous

a. All pronouns and any variations thereof used herein shall be deemed to
   refer to the masculine, feminine, impersonal, singular or plural, as the
   identity of the person or persons may require.

b. Neither this Note nor any provision hereof shall be waived, modified,
   changed, discharged, terminated, revoked or canceled, except by an
   instrument in writing signed by the party effecting the same against
   whom any change, discharge or termination is sought.

c. Notices required or permitted to be given hereunder shall be in writing
   and shall be deemed to be sufficiently given when personally delivered
   or sent by facsimile transmission:

   (i)  if to the Company or to the Holder, at the address for correspondence
   set forth in the Article 7 herein, or at such other specified by written
   notice given in accordance with this paragraph.

d. This Note may be executed in two or more counterparts, all of which taken
   together shall constitute one instrument. Execution and delivery of this
   Note by exchange of facsimile copies bearing the facsimile signature of a
   party shall constitute a valid and binding execution and delivery of this
   Note by such party.  Such facsimile copies shall constitute enforceable
   original documents.

e. The execution and delivery of this Note shall not alter the prior written
   agreements between the Company and the Holder, consisting of the prior
   Notes currently due to the Holder.  This Note is the FINAL AGREEMENT
   between the Company and the Holder with respect to the terms and conditions
   set forth herein, and, the terms of this Note may not be contradicted by
   evidence of prior, contemporaneous, or subsequent oral agreements of the
   parties.


f. The execution, delivery and performance of this Note by the Company and
   the consummation by the Company of the transactions contemplated hereby and
   thereby will not

   (i) result in a violation of the Articles of Incorporation, any Certificate
       of Designations, Preferences and Rights of any outstanding series of
       preferred stock of the Company or the By-laws or (ii) conflict with,
       or constitute a material default (or an event which with notice or
       lapse of time or both would become a material default) under, or give
       to others any rights of termination, amendment, acceleration or
       cancellation of, any material agreement, contract, indenture mortgage,
       indebtedness or instrument to which the Company or any of its
       Subsidiaries is a party, or result in a violation of any law, rule,
       regulation, order, judgment or decree, including United States
       federal and state securities laws and regulations and the rules and
       regulations of the principal securities exchange or trading market
       on which the Common Stock is traded or listed (the "Principal Market"),
       applicable to the Company or any of its Subsidiaries or by which any
       property or asset of the Company or any of its Subsidiaries is bound
       or affected. Neither the Company nor its Subsidiaries is in violation
       of any term of, or in default under, the Articles of Incorporation,
       any Certificate of Designations, Preferences and Rights of any
       outstanding series of preferred stock of the Company or the By-laws
       or their organizational charter or by-laws, respectively, or any
       contract, agreement, mortgage, indebtedness, indenture, instrument,

<PAGE>

       judgment, decree or order or any statute, rule or regulation
       applicable to the Company or its Subsidiaries, except for possible
       conflicts, defaults, terminations, amendments, accelerations,
       cancellations and violations that would not individually or in the
       aggregate have a Material Adverse Effect. The business of the Company
       and its Subsidiaries is not being conducted, and shall not be conducted,
       in violation of any law, statute, ordinance, rule, order or regulation
       of any governmental authority or agency, regulatory or self-regulatory
       agency, or court, except for possible violations the sanctions for
       which either individually or in the aggregate would not have a
       Material Adverse Effect.  The Company is not required to obtain
       any consent, authorization, permit or order of, or make any filing
       or registration (except the filing of a registration statement) with,
       any court, governmental authority or agency, regulatory or
       self-regulatory agency or other third party in order for it to
       execute, deliver or perform any of its obligations under, or
       contemplated by, this Note in accordance with the terms hereof or
       thereof. All consents, authorizations, permits, orders, filings and
       registrations which the Company is required to obtain pursuant to the
       preceding sentence have been obtained or effected on or prior to the
       date hereof and are in full force and effect as of the date hereof.
       The Company and its Subsidiaries are unaware of any facts or
       circumstances which might give rise to any of the foregoing. The
       Company is not, and will not be, in violation of the listing
       requirements of the Principal Market as in effect on the date hereof
       and on each of the Closing Dates and is not aware of any facts which
       would reasonably lead to delisting of the Common Stock by the
       Principal Market in the foreseeable future.


g. The Company and its "Subsidiaries" (which for purposes of this Note means
   any entity in which the Company, directly or indirectly, owns capital stock
   or holds an equity or similar interest) are corporations duly organized and
   validly existing in good standing under the laws of the respective
   jurisdictions of their incorporation, and have the requisite corporate
   power and authorization to own their properties and to carry on their
   business as now being conducted. Both the Company and its Subsidiaries are
   duly qualified to do business and are in good standing in every jurisdiction
   in which their ownership of property or the nature of the business
   conducted by them makes such qualification necessary, except to the
   extent that the failure to be so qualified or be in good standing would not
   have a Material Adverse Effect. As used in this Note, "Material Adverse
   Effect" means any material adverse effect on the business, properties,
   assets, operations, results of operations, financial condition or prospects
   of the Company and its Subsidiaries, if any, taken as a whole, or on the
   transactions contemplated hereby or by the agreements and instruments to
   be entered into in connection herewith, or on the authority or ability of
   the Company to perform its obligations under the Note.

h. Authorization; Enforcement; Compliance with Other Instruments.  (i) The
   Company has the requisite corporate power and authority to enter into and
   perform this Note, and to issue the Note and Common Stock upon conversion
   of this Note in accordance with the terms hereof and thereof, (ii) the
   execution and delivery of the Note by the Company and the consummation by
   it of the transactions contemplated hereby and thereby, including without
   limitation the reservation for issuance and the issuance of the Common
   Stock underlying this Note, have been duly and validly authorized by the
   Company's Board of Directors and no further consent or authorization is
   required by the Company, its Board of Directors, or its shareholders,
   (iii) the Note has been duly and validly executed and delivered by the
   Company, and (iv) the Note constitutes the valid and binding obligations
   of the Company enforceable against the Company in accordance with their
   terms, except as such enforceability may be limited by general principles
   of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
   liquidation or similar laws relating to, or affecting generally, the
   enforcement of creditors' rights and remedies.

<PAGE>

i. There are no disagreements of any kind presently existing, or reasonably
   anticipated by the Company to arise, between the Company and the
   accountants, auditors and attorneys formerly or presently used by the
   Company, including but not limited to disputes or conflicts over payment
   owed to such accountants, auditors or attorneys.

j. All representations made by or relating to the Company of a historical
   nature and all undertakings described herein shall relate and refer to
   the Company, its predecessors, and the Subsidiaries.


k. The Company acknowledges that its failure to timely meet any of its
   obligations hereunder, including, but without limitation, its obligations
   to make Payments, deliver shares and, as necessary, to register and maintain
   sufficient number of Shares, will cause the Holder to suffer irreparable
   harm and that the actual damage to the Holder will be difficult to
   ascertain.  Accordingly, the parties agree that it is appropriate to
   include in this Note 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 do not constitute a penalty.  The
   payment of liquidated damages shall not relieve the Company from its
   obligations to deliver the Common Stock pursuant to the terms of this
   Note.

l. In the event that any rules, regulations, interpretations or comments
   from the SEC or other governing body, hinder any operation of this
   Note, the parties hereby agree that those specific terms and conditions
   shall be negotiated on similar terms within five (5) business days, and
   shall not alter, diminish or affect any other rights, duties or covenants
   in this Note and that all terms and conditions will remain in full force
   and effect except as is necessary to make those specific terms and
   conditions comply with applicable rule, regulation, interpretation or
   comment.  Failure for the Company to agree to such new terms, shall
   constitute and Event of Default herein, as outlined in Article 4, and
   the Holder may elect to take actions as    outlined in this Note.

Any misrepresentations shall be considered a breach of contract and Default
under this Note and the Holder may seek to take actions as described
under Article 4 of this Note.

                                        *****

IN WITNESS WHEREOF, the Company has duly executed this Note as of the date
first written above.

                                       ON THE GO HEALTHCARE, INC.

                                       By: /s/ Stuart Turk
                                       -----------------------------
                                       Name:  Stuart Turk
                                       Title: Chief Executive Officer

                                       DUTCHESS PRIVATE EQUITIES FUND, LTD
                                       as successor-in-interest to Dutchess
                                       Private Equities Fund, L.P.
                                       BY ITS GENERAL PARTNER DUTCHESS
                                       CAPITAL MANAGEMENT, LLC

                                       By: /s/ Douglas H. Leighton
                                       -----------------------------
                                       Name:  Douglas H. Leighton
                                       Title:  A Managing Member


<PAGE>