INVESTMENT AGREEMENT



INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 16, 2007 by and

between On The Go Healthcare, Inc. a Delaware corporation (the "Company"),

and Dutchess Private Equities Fund, Ltd, a Cayman Islands exempted company

(the "Investor").



WHEREAS, the parties desire that, upon the terms and subject to the

conditions contained herein, the Investor shall invest up to Five Million

dollars ($5,000,000) to purchase the Company's Common Stock, $0.0001 par

value per share (the "Common Stock");



WHEREAS, such investments will be made in reliance upon the provisions of

Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"),

Rule 506 of Regulation D, and the rules and regulations promulgated thereunder,

and/or upon such other exemption from the registration requirements of the

1933 Act as may be available with respect to any or all of the investments

in Common Stock to be made hereunder; and



WHEREAS, contemporaneously with the execution and delivery of this Agreement,

the parties hereto are executing and delivering a Registration Rights

Agreement substantially in the form attached hereto (the "Registration

Rights Agreement") pursuant to which the Company has agreed to provide

certain registration rights under the 1933 Act, and the rules and regulations

promulgated thereunder, and applicable state securities laws.



NOW THEREFORE, in consideration of the foregoing recitals, which shall be

considered an integral part of this Agreement, the covenants and agreements

set forth hereafter, and other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the Company and the Investor

hereby agree as follows:



SECTION 1. DEFINITIONS.



As used in this Agreement, the following terms shall have the following

meanings specified or indicated below, and such meanings shall be equally

applicable to the singular and plural forms of such defined terms.



"1933 Act" shall have the meaning set forth in the preamble of this

agreement.



"1934 Act" shall mean the Securities Exchange Act of 1934, as it may

be amended.



"Affiliate" shall have the meaning specified in Section 5(H), below.



"Agreement" shall mean this Investment Agreement.



"Best Bid" shall mean the highest posted bid price of the Common Stock

during a given period of time.



"By-laws" shall have the meaning specified in Section 4(C).



"Certificate of Incorporation" shall have the meaning specified in

Section 4(C).



"Closing" shall have the meaning specified in Section 2(G).



"Closing Date" shall mean no more than seven (7) Trading Days following the

Put Notice Date.



                                       1

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"Common Stock" shall have the meaning set forth in the preamble of this

Agreement.



"Control" or "Controls" shall have the meaning specified in Section 5(H).



"Effective Date" shall mean the date the SEC declares effective under

the 1933 Act the Registration Statement covering the Securities.



"Environmental Laws" shall have the meaning specified in Section 4(M).



"Equity Line Transaction Documents" shall mean this Agreement, the

Registration Rights Agreement.



"Execution Date" shall mean the date indicated in the preamble to

this Agreement.



"Indemnities" shall have the meaning specified in Section 11.



"Indemnified Liabilities" shall have the meaning specified in Section 11.



"Ineffective Period" shall mean any period of time that the Registration

Statement or any Supplemental Registration Statement (as defined in the

Registration Rights Agreement between the parties) becomes ineffective or

unavailable for use for the sale or resale, as applicable, of any or all

of the Registrable Securities (as defined in the Registration Rights

Agreement) for any reason (or in the event the prospectus under either

of the above is not current and deliverable) during any time period

required under the Registration Rights Agreement.



"Investor" shall have the meaning indicated in the preamble of this Agreement.



"Material Adverse Effect" shall have the meaning specified in Section 4(A).



"Maximum Common Stock Issuance" shall have the meaning specified in

Section 2(H).



"Minimum Acceptable Price" with respect to any Put Notice Date shall mean

seventy-five percent (75%) of the lowest closing bid prices for the ten

(10) Trading Day period immediately preceding each Put Notice Date.



"Open Market Adjustment Amount" shall have the meaning specified in

Section 2(I).

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