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
Agreement dated February 17, 2004 by and between the Company
and
Dutchess (the "Investment Agreement").
NOW, THEREFORE, each Company and Laurus agree as follows:
TERMS
1. In order to induce Laurus to enter into the financing
arrangement
with the Company
contemplated by the Purchase Agreement, the Company
hereby agrees that, until (i) each of the Notes has been
indefeasibly r
