PROMISSORY NOTE

FACE AMOUNT                                                    $600,000
PRICE                                                          $500,000
INTEREST RATE                                                  0% per month
NOTE NUMBER                                                    March - 2005-101
ISSUANCE DATE                                                  March 7, 2005
MATURITY DATE                                                  March 7, 2006

FOR VALUE RECEIVED, On The Go Healthcare, Inc, a Delaware corporation (the
"Company"), (OTC BB: OGHC) hereby promises to pay DUTCHESS PRIVATE EQUITIES
FUND, II, L.P. (the "Holder") within the Maturity Date, or earlier, the Amount
of Six Hundred Thousand Dollars ($600,000) U.S., in such amounts, at such
times and on such terms and conditions as are specified herein (this "Note").

Any capitalized terms not defined in this Note are defined in the Investment
Agreement for the Equity Line of Credit between Dutchess Private Equities
Fund, LP (the "Investor")  and the Company (the "Investment Agreement").

Article 1  Method of Payment

        Payments made by the Company in satisfaction of this Note (each a
        "Payment," and collectively, the "Payments") shall be made in the
        amount of fifty thousand dollars ($50,000)  (the "Payment Amount")
        to the Holder  until the Face Amount is paid in full, minus any fees
        due.   Payments will be due on the seventh (7th) calendar day of each
        month.  In the event the seventh (7th) calendar day is a weekend or a
        United States or Canadian bank holiday, in which funds are not
        available to transfer, the Company shall make the Payment on the next
        business day.  The first payment will be April 7, 2005.  Failure to
        make Payments will constitute an Event of Default under this Agreement
        and the Holder may immediately seek to take actions as described
        under Article 4 of this Agreement.

        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 readily available funds at any time and from time to time
        without penalty ("Prepayment").

        After Closing, if the Company receives in excess of $300,000 in any
        financing, be it from the Holder or another source,, the Company
        agrees increase the Payment to seventy-five thousand dollars ($75,000)
        per month due on the same terms as described above, to the Holder
        (unless otherwise agreed upon by Dutchess in writing) toward 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
        exceeding $300,000. Failure to do so will result in an Event of
        Default.

Article 2  Collateral

        The Company does hereby agree to issue twelve (12) Put Notices
        ("Collateral") to the Investor for fifty thousand dollars ($50,000)
        (hereto attached as Exhibit A).  The Puts shall each commence on the
        day that is two (2) trading days after the Payment is due to the
        Holder, and end five (5) trading days thereafter.  The Holder shall
        have the right to use Collateral only upon an event of Default of a
        Payment by the Company upon the completion of the Company's obligation
        to the Holder of the Face Amount of this Note, the Company will not
        be under further obligation to complete any more Puts.  All remaining
        Put Sheets shall be marked "VOID" by the Investor and sent back to the
        Company at the Company's request.

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        The Company hereby authorizes the Investor to make Payments directly
        to the Holder upon Closing of each Put.  The Agreement shall serve as
        authorization for disbursement of any funds from the Collateral.

Article 3  Unpaid Amounts

        In the event that upon the Maturity Date the Company has any remaining
        amounts unpaid on this Note (the "Residual Amount"), it shall cause an
        Event of Default under this Agreement and the Holder may immediately
        seek to take actions as described under Article 4 of this Agreement.


Article 4  Defaults and Remedies

Section 4.1  Events of Default.

        An "Event of Default" or "Default" occurs if (a) the Company does not
        make the Payment of the Face Amount of this Note within two (2)
        business days of the applicable Closing of a Put  or 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 sixty (60) calendar days; (c) the Company's $0.001 par value common
        stock (the "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 three (3) consecutive trading days; or (d) the
        registration statement for the underlying shares in the Investment
        Agreement does not remain effective for any reason for more than three
        (3) consecutive days or (e) the Company fails to comply with the
        Articles of this Agreement as outlined.  As used in this Article 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 Agreement,
        the Holder can exercise its right to increase the Face Amount of the
        Debenture by ten percent (10%) as an initial penalty and for each
        Event of Default under this Agreement.  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.

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<PAGE>


        After two consecutive Events of Default, the Holder shall also have the
        right, but not the obligation, to switch the Residual Amount to a
        three-year ("Convertible Maturity Date"), 10% interest bearing
        convertible debenture at the terms described in Article 4.2 (the
        "Convertible Debenture"). At such time of Default, the Convertible
        Debenture shall be considered closed ("Convertible Closing Date").
        If the Holder chooses to convert the Residual Amount to a Convertible
        Debenture, the Company shall have twenty (20) business days after
        notice of the same (the "Notice of Convertible Debenture") to file
        a registration statement covering an amount of shares equal to 300%
        of the Residual Amount or, the maximum amount permitted by the SEC.
        Such registration statement shall be declared effective under the
        Securities Act of 1933, as amended (the "Securities Act"), by the
        Securities and Exchange Commission (the "Commission") within 60
        business days of the date the Company files such Registration
        Statement.   In the event the Company does not file such
        registration statement within twenty (20)  business days of the
        Holder's request, or such registration statement is not declared by
        the Commission to be effective under the Securities Act within the
        time period described above , the Residual Amount shall increase
        by $1,000 per day.  In the event the Company is given the option
        for accelerated effectiveness of the registration statement, it agrees
        that it shall cause such registration statement to be declared
        effective as soon as reasonably practicable.  In the event that
        the Company is given the option for accelerated effectiveness of
        the registration statement, but chooses not to cause such registration
        statement to be declared effective on such accelerated basis, the
        Residual Amount shall increase by $1,000 per day commencing on the
        earliest date as of which such registration statement would have
        been declared to be effective if subject to accelerated effectiveness.
        The Company shall provide full cooperation to the Holder in directing
        funds owed to the Holder on any Put to the Investor.    The Company
        agrees to diligently carry out the terms outlined in the Investment
        Agreement for delivery of any such shares.

        In the event the Company is not diligently fulfilling its obligation
        to direct funds owed to the Holder from Puts to the Investor, as
        reasonably determined by the Holder, the Holder may, after giving
        the Company two (2) business days' advance notice to cure the same,
        elect to increase the Residual Amount of the Note by 2.5% each day,
        compounded daily.

Article 4.2  Conversion Privilege

        (a) The Holder shall have the right to convert the Convertible
        Debenture into shares of Common Stock at any time following the
        Convertible Closing Date which is before the close of business on
        the Convertible Maturity Date.  The number of shares of Common Stock
        issuable upon the conversion of the Convertible Debenture shall be
        determined pursuant to Article 4.3, but the number of shares issuable
        shall be rounded up or down, as the case may be, to the nearest whole
        share.

        (b) The Convertible Debenture may be converted, whether in whole or
            in part, at any time and from time to time.

        (c) In the event all or any portion of the Convertible Debenture
            remains outstanding on the Convertible Maturity Date (the
            "Debenture Residual Amount"), the unconverted portion of such
            Convertible Debenture will automatically be converted into
            shares of Common Stock on such date in the manner set forth
            in Article 4.3.

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<PAGE>


Article 4.3 Conversion Procedure.

        The Residual Amount may be converted, in whole or in part any time
        and from time to time, following the Convertible Closing Date.  Such
        conversion shall be effectuated by surrendering to the Company, or its
        attorney, the Convertible Debenture 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
        Convertible Debenture(s) to be converted are received by the Company
        within five (5) business days thereafter.  At such time that the
        original Convertible Debenture has been received by the Company, the
        Holder can elect  whether a reissuance of the Convertible Debenture
        is warranted, or whether the Company can retain the Convertible
        Debenture as to a continual conversion by the Holder.  Notwithstanding
        the above, any Notice of Conversion received by 4:00 P.M. EST shall be
        deemed to have been received the following business day (receipt
        being via a confirmation of the time such facsimile to the Company
        is received).

        (a) Common Stock to be Issued. Upon the conversion of any Convertible
            Debentures, and upon receipt by the Company or its attorney of a
            facsimile or original of the Holder's signed Notice of Conversion,
            the Company shall instruct its transfer agent to issue stock
            certificates without restrictive legends or stop transfer
            instructions, if at that time the aforementioned registration
            statement described in Article 4.1 has been declared effective
            (or with proper restrictive legends if the registration statement
            has not as yet been declared effective), 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 Debenture is aged one year and deemed sellable
            under Rule 144, the Company shall, upon a Notice of Conversion,
            instruct the transfer agent to issue free trading certificates
            without restrictive legends, subject to other applicable securities
            laws.  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 each Convertible Debenture. 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.

        (b) Conversion Rate.  Holder is entitled to convert the Debenture
            Residual Amount , plus accrued interest, anytime following the
            Convertible Maturity Date, at the lesser of (i) 75% of the average
            of the lowest closing bid price during the fifteen (15) trading
            days immediately preceding the Convertible Maturity Date or
            (ii) 75% of the lowest bid price for the twenty (20) trading
            days immediately preceding the  Convertible Maturity Date
            ("Fixed 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.

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<PAGE>

        (c) Nothing contained in the Convertible Debenture 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 thereunder 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.

        (d) 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
            Convertible Debenture 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
            Convertible Debentures that are to be converted in part, the
            Company shall issue to the Holder a new Convertible Debenture
            equal to the unconverted amount, if so requested in writing
            by the Holder.

        (e) Within five (5) business days after receipt of the
            documentation referred to above in Article 4.2, 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
            five (5) 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 Debenture Residual Amount
            remaining after said conversion, compounded daily, per each day
            after the fifth (5th) business day following the Conversion Date
            that the Common Stock is not delivered to the Purchaser.

        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 Convertible Debenture.

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<PAGE>


        (f) 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
            Convertible Debentures  by the Holder of the entire amount of
            Convertible Debentures then outstanding. If, at any time the Holder
            submits a Notice of Conversion 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 Convertible Debentures (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 Convertible Debentures
            requested to be converted but not converted (the "Unconverted
            Convertible Debentures"), 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.

            The Company agrees to pay the Holder payments for a Conversion
            Default ("Conversion Default Payments") in the amount of (N/365),
            multiplied by .24, multiplied by the initial issuance price of the
            outstanding or tendered but not converted Convertible Debentures
            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 Convertible
            Debentures.  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 Convertible Debentures 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 Agreement 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 Convertible Debenture.

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<PAGE>

        (g) If, by the fifth (5th) business day after the Conversion Date of
            any portion of the Convertible Debentures 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 Convertible Debenture, 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.


        (h) 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 Agreement) (collectively,
            the "Article 4.3(h) 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
            Article 4.3(h) Indemnitee is a party to the action for which
            indemnification hereunder is sought), and including reasonable
            attorneys' fees and disbursements (the "Article 4.3(h)
            Indemnified Liabilities"), incurred by any Article 4.3(h)
            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 Transaction Documents
            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 Transaction
            Documents or any other certificate, instrument, or document
            contemplated hereby or thereby, (iii) any cause of action, suit,
            or claim brought or made against such Article 4.3(h) Indemnitee
            by a third party and arising out of or resulting from the
            execution, delivery, performance, or enforcement of the
            Transaction Documents 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 Convertible Debenture ("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

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<PAGE>

            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 5  Registration

        The Company agrees not to file any registration statement (except those
        on Form S-8) without the prior written approval of the Holder.  In the
        event the Company does file a registration statement without the
        express written consent of the Holder, it shall be deemed an Event of
        Default, and the Holder may elect to take actions under Article 4.  In
        the event the Company does file a registration statement without the
        express written consent of the Holder, the Company must also issue the
        Holder an equal number of Shares included in the Registration Statement
        as a additional penalty for liquidated damages.

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 Agreement and the Holder
        may immediately seek to take actions as described under Article 4
        of this Agreement.

Article 7  Additional Financing

        During the term of the Note, the Company will not enter into any
        additional financing agreements without prior expressed written
        consent from the Holder, which shall not be unreasonably withheld.
        In the Event the Company does enter into another financing arrangement
        without written consent it will constitute an Event of Default under
        this Agreement and the Holder may immediately seek to take actions as
        described under Article 4 of this Agreement.

Article 8  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:

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<PAGE>

        If to the Company:

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

        If to the Holder:

        Dutchess Private Equities Fund, II, LP
        Douglas Leighton
        312 Stuart Street, Third Floor
        Boston, MA  02116
        (617) 960-3570

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

Article 9  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 10  No Assignment

        This Note shall not be assigned.

Article 11  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 12  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.

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<PAGE>


Article 13  Litigation

        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.

Article 14  Conditions to Closing

        The Company shall have delivered the proper Collateral to the Holder
        before Closing of this Note

Article 15  Reserved

Article 16  Indemnification

        In consideration of the Holder's execution and delivery of this
        Agreement 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 Agreement)
        (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 17  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. The use of proceeds
        is attached hereto as Exhibit B and incorporated by reference.

Article 18  Senior Obligation

        The Company shall cause this Note and all other existing Notes and
        Debentures with the Holder ("Holder's Debt") to be senior in right
        of payment to all other Indebtedness of the Company.

                                    *****

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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, II, L.P.
                                        BY ITS GENERAL PARTNER DUTCHESS
                                        CAPITAL MANAGEMENT, LLC

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









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