FORBEARANCE AGREEMENT

                                FORBEARANCE AGREEMENT

        This Forbearance Agreement (this "Agreement") is entered into as of

the 14 day of July, 2005, by and among On The Go Healthcare, Inc. a Delaware

corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Laurus"). 

Unless otherwise defined herein, capitalized terms used herein shall have the

meaning provided such terms in the Security and Purchase Agreement referred

to below.

BACKGROUND

        WHEREAS, it is a condition to Laurus' making an investment in the

        Company pursuant to, and in accordance with, (i) that certain Security

        and  Purchase Agreement dated as of the date hereof by and between

        the Company and Laurus (as amended, modified or supplemented from time

        to time, the "Purchase Agreement") and (ii) the Ancillary Agreements

        referred to in the Purchase Agreement. Capitalized terms used but not

        defined herein shall have the meanings given them in the Purchase

        Agreement.

        WHEREAS, the Company has entered into an equity line of credit with

        Dutchess Private Equities Fund, L.P., a Delaware limited partnership

        ("Dutchess") pursuant to the an Equity Line of Credit Investment