EXHIBIT 4.1


PROMISSORY NOTE

FACE AMOUNT                                                 $800,000
PRICE                                                       $640,000
INTEREST RATE                                               0% per month
NOTE NUMBER                                                 November - 2005-101
ISSUANCE DATE                                               November 30, 2005
MATURITY DATE                                               November 30, 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, L.P. AND DUTCHESS PRIVATE EQUITIES FUND, II, L.P.
        (collectively, the "Holder") within the Maturity Date, or earlier,
        the Amount of Eight Hundred Thousand Dollars ($800,000) 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 the greater of 1) sixty-six thousand six hundred and
        sixty-six dollars sixty-six cents ($66,666.66) or 2) fifty percent
        (50%) of each Put  (the "Payment Amount") to the Holder  until the
        Face Amount is paid in full, minus any fees due.   Payments will be
        due on the third (3rd) calendar day of each month.  In the event the
        third (3rd) 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 January 3, 2006.  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 $1,200,000 in any
        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 $1,200,000 ("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 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>
                                       1

        The Company shall notify, via email or other written means, the Holder
        whether or not the Company plans to use a Put or cash to make a
        Payment.

        The Company hereby authorizes Dutchess Private Equities Fund, II, LP,
        to transfer funds directly to the Holder from each Put in connection
        with the Company's execution of the Collateral (as defined below).
        The Puts shall be deemed closed for the amounts transferred to the
        Holder immediately upon the Put Closing.

Article 2  Collateral

        The Company does hereby agree to issue twenty-four (24) Put Notices
        ("Collateral")  to the Investor in the amount of fifty-thousand
        dollars ($50,000) each. The Company shall deliver the Collateral
        upon execution of this Note (hereto attached as Exhibit A).  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.

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.

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, 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

<PAGE>
                                       2

        the Company, and the order or decree remains unstayed and in effect
        for ninety (90) calendar days; (c) the Company's $0.0001 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 fifteen (15) consecutive trading days;
        or (d) either the registration statement for the underlying shares in
        the Investment Agreement or the Additional Registration Statement does
        not remain effective for any reason or (e) the Company fails to comply
        with any of the Articles of this Agreement 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 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.

        In the Event of Default, 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, cash, marketable
        securities, equipment, building, land or inventory.  The Holder may
        also elect to garnishee Revenue from the Company in an amount that will
        repay the Holder on the schedules outlined in this Agreement.

        For each Event 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.  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.

        In the event of a Default hereunder, the Holder shall have the right,
        but not the obligation, to 1) switch the Residual Amount to a
        three-year ("Convertible Maturity Date"), fifteen percent (15%)
        interest bearing convertible debenture at the terms described in
        Section 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 three hundred percent (300%) of the Residual Amount.
        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 sixty
        (60) business days of the date the Company files such Registration
        Statement.   In the event the Company does not file such registration

<PAGE>
                                       3

        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 one thousand dollars
        ($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 one thousand dollars ($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; or 2) the Holder may increase the Payment Amount
        described under Article 1 to fulfill the repayment of the Residual
        Amount.  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.

        Section 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 and 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
                    Section 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 Section 4.3.
<PAGE>
                                       4

        Section 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 to 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 Section 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 Closing Date, at the lesser of
                    (i) fifty percent (50%) of the lowest closing bid price
                    during the fifteen (15) trading  immediately preceding the
                    Conversion Date or (ii) 100% of the lowest bid price for
                    the twenty (20) trading days immediately preceding the
                    Convertible Closing 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.

 <PAGE>
                                       5

                (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 three (3) business days after receipt of the
                    documentation referred to above in Section 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 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 Debenture
                    Residual Amount 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 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.

<PAGE>
                                       6


                (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.

 <PAGE>
                                       7

        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.

                (g) If, by the third (3rd) 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.

<PAGE>
                                       8

                (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 "Section 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 Section 4.3(h)
                    Indemnitee is a party to the action for which
                    indemnification hereunder is sought), and including
                    reasonable attorneys' fees and disbursements (the "Section
                    4.3(h) Indemnified Liabilities"), incurred by any Section
                    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 Section 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 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.

<PAGE>
                                       9

Article 5  Additional Financing

        The Company shall not, 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 and accrued interest 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
        or any shares of Common Stock in the current registration statement
        under review by the SEC.

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  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
        (905) 760-2987

        Copy to:

        Amy Trombly, Esq.
        Trombly Business Law
        1320 Centre Street, Suite 202
        Newton, MA  02459

        If to the Holder:

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

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

<PAGE>
                                       10

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 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.

<PAGE>
                                       11

Article 13 Conditions to Closing

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

Article 14 Structuring and Administrative Expense

        The Company shall pay fees associated with the transaction in the
        amount of forty thousand dollars ($40,000) directly from the Closing
        of this Note.

Article 15 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.

<PAGE>
                                       12

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 Agreement 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 Agreement, and no Event of Default,
        shall be deemed to have been waived by the Holder, nor may this
        Agreement 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 Waiver of Jury Trial

        AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS
        AGREEMENT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY
        IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR
        ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

Article 18 Senior Obligation

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


Article 19 RESERVED

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.

<PAGE>
                                       13

Article 21 Investor Shares

        The Company shall issue one hundred and eighty thousand (180,000)
        shares of unregistered, restricted Common Stock to the Holder as an
        incentive for the investment ("Shares").  The Shares shall be issued
        and delivered immediately to the Holder and shall carry piggyback
        registration rights.  The Investor's Shares shall be deemed fully
        earned as of the date hereof valued at eighty-five cents ($.85) 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, one hundred and eighty thousand (180,000) 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 Agreement 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.

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, at its executive offices or (ii) if
                   to the Holder, at the address for correspondence set forth
                   in the Article 6, or at such other address as may have been
                   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.

<PAGE>
                                       14

                e. This Written Agreement represent the FINAL AGREEEMENT
                   between the Company and the Holders and may not be
                   contradicted by evidence of prior, contemporaneous, or
                   subsequent oral agreements of the parties, there are no
                   unwritten oral agreements among 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, 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.

<PAGE>
                                       15

                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 Incentive Debenture 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 Incentive Debenture pursuant to 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.


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

                                                *****


<PAGE>
                                       16


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, LP and
                                       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


<PAGE>
                                       17