FUNDS ESCROW AGREEMENT

        This Agreement (this "Agreement") is dated as of the 14th day of
July, 2005 among ON THE GO HEALTHCARE, INC., a Delaware corporation (the
"Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP
(the "Escrow Agent"):

W I T N E S S E T H:

        WHEREAS, the Purchaser has advised the Escrow Agent that (a) the
Company and the Purchaser have entered into a Security Agreement (the "Security
Agreement") for the sale by the Company to the Purchaser of a secured
convertible minimum borrowing note (the "Minimum Borrowing Note") and a
secured revolving note (the "Revolving Note"), (b) the Company has issued to
the Purchaser a common stock purchase warrant (the "MBN/Revolving Note
Warrant") in connection with the issuance of the Minimum Borrowing Note and
the Revolving Note, (c) for the sale by the Company to the Purchaser of a
secured convertible term note (the "Term Note") and (d) the Company and the
Purchaser have entered into a Registration Rights Agreement covering the
registration of the Company's common stock underlying the Minimum Borrowing
Note, the Term Note and the MBN/Revolving Note Warrant (the "Registration
Rights Agreement");

        WHEREAS, the Company and the Purchaser wish the Purchaser to deliver
to the Escrow Agent copies of the Documents (as hereafter defined) and the
Escrowed Payment (as hereafter defined) to be held and released by Escrow
Agent in accordance with the terms and conditions of this Agreement; and

        WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant
to the terms and conditions of this Agreement;

        NOW THEREFORE, the parties agree as follows:

ARTICLE I

INTERPRETATION

1.1.    Definitions.  Whenever used in this Agreement, the following terms
        shall have the meanings set forth below.

        (a) "Agreement" means this Agreement, as amended, modified and/or
            supplemented from time to time by written agreement among the
            parties hereto.

        (b) "Closing Payment" means the closing payment to be paid to Laurus
            Capital Management, LLC, the fund manager, as set forth on
            Schedule A hereto.

        (c) "Disbursement Letter" means that certain letter delivered to the
            Escrow Agent by each of the Purchaser and the Company setting
            forth wire instructions and amounts to be funded at the Closing.

        (d) "Documents" means copies of the Disbursement Letter, the Security
            Agreement, the Minimum Borrowing Note, the Revolving Note, the Term
            Note, the MBN/Revolving Note Warrant and the Registration Rights
            Agreement.

        (e) "Escrowed Payment" means $3,400,000.

                                       1



1.2.    Entire Agreement.  This Agreement constitutes the entire agreement
        among the parties hereto with respect to the matters contained herein
        and supersedes all prior agreements, understandings, negotiations and
        discussions of the parties, whether oral or written.  There are no
        warranties, representations and other agreements made by the parties in
        connection with the subject matter hereof except as specifically set
        forth in this Agreement.

1.3.    Extended Meanings.  In this Agreement words importing the singular
        number include the plural and vice versa; words importing the masculine
        gender include the feminine and neuter genders.  The word "person"
        includes an individual, body corporate, partnership, trustee or trust
        or unincorporated association, executor, administrator or legal
        representative.

1.4.    Waivers and Amendments.  This Agreement may be amended, modified,
        superseded, cancelled, renewed or extended, and the terms and
        conditions hereof may be waived, in each case only by a written
        instrument signed by all parties hereto, or, in the case of a waiver,
        by the party waiving compliance.  Except as expressly stated herein,
        no delay on the part of any party in exercising any right, power or
        privilege hereunder shall operate as a waiver thereof, nor shall any
        waiver on the part of any party of any right, power or privilege
        hereunder preclude any other or future exercise of any other right,
        power or privilege hereunder.

1.5.    Headings.  The division of this Agreement into articles, sections,
        subsections and paragraphs and the insertion of headings are for
        convenience of reference only and shall not affect the construction
        or interpretation of this Agreement.

1.6.    Law Governing this Agreement; Consent to Jurisdiction.  THIS AGREEMENT
        SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
        STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
        With respect to any suit, action or proceeding relating to this
        Agreement or to the transactions contemplated hereby ("Proceedings"),
        each party hereto irrevocably submits to the exclusive jurisdiction of
        the courts of the County of New York, State of New York and the United
        States District court located in the county of New York in the State
        of New York.  Each party hereto hereby irrevocably and unconditionally
        (a) waives trial by jury in any Proceeding relating to this Agreement
        and for any related counterclaim and (b) waives any objection which it
        may have at any time to the laying of venue of any Proceeding brought
        in any such court, waives any claim that such Proceedings have been
        brought in an inconvenient forum and further waives the right to
        object, with respect to such Proceedings, that such court does not
        have jurisdiction over such party.  As between the Company and the
        Purchaser, the prevailing party shall be entitled to recover from the
        other party its reasonable attorneys' fees and costs.  In the event
        that any provision of this Agreement is determined by a court of
        competent jurisdiction to be invalid or unenforceable, then the
        remainder of this Agreement shall not be affected and shall remain
        in full force and effect.

1.7.    Construction.  Each party acknowledges that its legal counsel
        participated in the preparation of this Agreement and, therefore,
        stipulates that the rule of construction that ambiguities are to be
        resolved against the drafting party shall not be applied in the
        interpretation of this Agreement to favor any party against the other.

                                       2



ARTICLE II

APPOINTMENT OF AND DELIVERIES TO THE ESCROW AGENT

2.1.    Appointment.  The Company and the Purchaser hereby irrevocably
        designate and appoint the Escrow Agent as their escrow agent for the
        purposes set forth herein, and the Escrow Agent by its execution and
        delivery of this Agreement hereby accepts such appointment under the
        terms and conditions set forth herein.

2.2.    Copies of Documents to Escrow Agent.  On or about the date hereof, the
        Purchaser shall deliver to the Escrow Agent copies of the Documents
        executed by the Company to the extent it is a party thereto.

2.3.    Delivery of Escrowed Payment to Escrow Agent.  On or about the date
        hereof, the Purchaser shall deliver to the Escrow Agent the Escrowed
        Payment.

2.4.    Intention to Create Escrow Over the Escrowed Payment.  The Purchaser
        and the Company intend that the Escrowed Payment shall be held in
        escrow by the Escrow Agent and released from escrow by the Escrow Agent
        only in accordance with the terms and conditions of this Agreement.

ARTICLE III

RELEASE OF ESCROW

3.1.    Release of Escrow.  Subject to the provisions of Section 4.2, the
        Escrow Agent shall release the Escrowed Payment from escrow as follows:

        (a) Promptly following receipt by the Escrow Agent of (i) copies of
            the fully executed Documents and this Agreement, (ii) the Escrowed
            Payment in immediately available funds, (iii) joint written
            instructions ("Joint Instructions") executed by the Company and
            the Purchaser setting forth the payment direction instructions
            with respect to the Escrowed Payment and (iv) Escrow Agent's verbal
            instructions from David Grin and/or Eugene Grin (each of whom is
            a director of the Purchaser) indicating that all closing
            conditions relating to the Documents have been satisfied and
            directing that the Escrowed Payment be disbursed by the Escrow
            Agent in accordance with the Joint Instructions, then the Escrowed
            Payment shall be deemed released from escrow and shall be promptly
            disbursed in accordance with the Joint Instructions.  The Joint
            Instructions shall include, without limitation, Escrow Agent's
            authorization to retain from the Escrowed Payment Escrow Agent's
            fee for acting as Escrow Agent hereunder and the Closing Payment
            for delivery to Laurus Capital Management, LLC in accordance with
            the Joint Instructions.

        (b) Upon receipt by the Escrow Agent of a final and non-appealable
            judgment, order, decree or award of a court of competent
            jurisdiction (a "Court Order") relating to the Escrowed Payment,
            the Escrow Agent shall remit the Escrowed Payment in accordance
            with the Court Order.  Any Court Order shall be accompanied by an
            opinion of counsel for the party presenting the Court Order to the
            Escrow Agent (which opinion shall be satisfactory to the Escrow
            Agent) to the effect that the court issuing the Court Order is a
            court of competent jurisdiction and that the Court Order is final
            and non-appealable.

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3.2.    Acknowledgement of Company and Purchaser; Disputes.  The Company and
        the Purchaser acknowledge that the only terms and conditions upon which
        the Escrowed Payment are to be released from escrow are as set forth
        in Sections 3 and 4 of this Agreement.  The Company and the Purchaser
        reaffirm their agreement to abide by the terms and conditions of this
        Agreement with respect to the release of the Escrowed Payment.  Any
        dispute with respect to the release of the Escrowed Payment shall be
        resolved pursuant to Section 4.2 or by written agreement between the
        Company and Purchaser.

ARTICLE IV

CONCERNING THE ESCROW AGENT

4.1.    Duties and Responsibilities of the Escrow Agent.  The Escrow Agent's
        duties and responsibilities shall be subject to the following terms and
        conditions:

        (a) The Purchaser and the Company acknowledge and agree that the Escrow
            Agent (i) shall not be required to inquire into whether the
            Purchaser, the Company or any other party is entitled to receipt
            of any Document or all or any portion of the Escrowed Payment;
            (ii) shall not be called upon to construe or review any Document
            or any other document, instrument or agreement entered into in
            connection therewith; (iii) shall be obligated only for the
            performance of such duties as are specifically assumed by the
            Escrow Agent pursuant to this Agreement; (iv) may rely on and
            shall be protected in acting or refraining from acting upon any
            written notice, instruction, instrument, statement, request or
            document furnished to it hereunder and believed by the Escrow Agent
            in good faith to be genuine and to have been signed or presented by
            the proper person or party, without being required to determine the
            authenticity or correctness of any fact stated therein or the
            propriety or validity or the service thereof; (v) may assume that
            any person purporting to give notice or make any statement or
            execute any document in connection with the provisions hereof has
            been duly authorized to do so; (vi) shall not be responsible for
            the identity, authority or rights of any person, firm or company
            executing or delivering or purporting to execute or deliver this
            Agreement or any Document or any funds deposited hereunder or any
            endorsement thereon or assignment thereof; (vii) shall not be under
            any duty to give the property held by Escrow Agent hereunder any
            greater degree of care than Escrow Agent gives its own similar
            property; and (viii) may consult counsel satisfactory to Escrow
            Agent (including, without limitation, Loeb & Loeb, LLP or such
            other counsel of Escrow Agent's choosing), the opinion of such
            counsel to be full and complete authorization and protection in
            respect of any action taken, suffered or omitted by Escrow Agent
            hereunder in good faith and in accordance with the opinion of
            such counsel.

                                       4



        (b) The Purchaser and the Company acknowledge that the Escrow Agent
            is acting solely as a stakeholder at their request and that the
            Escrow Agent shall not be liable for any action taken by Escrow
            Agent in good faith and believed by Escrow Agent to be authorized
            or within the rights or powers conferred upon Escrow Agent by this
            Agreement.  The Purchaser and the Company hereby, jointly and
            severally, indemnify and hold harmless the Escrow Agent and any
            of Escrow Agent's partners, employees, agents and representatives
            from and against any and all actions taken or omitted to be taken
            by Escrow Agent or any of them hereunder and any and all claims,
            losses, liabilities, costs, damages and expenses suffered and/or
            incurred by the Escrow Agent arising in any manner whatsoever out
            of the transactions contemplated by this Agreement and/or any
            transaction related in any way hereto, including the fees of
            outside counsel and other costs and expenses of defending itself
            against any claims, losses, liabilities, costs, damages and
            expenses arising in any manner whatsoever out the transactions
            contemplated by this Agreement and/or any transaction related in
            any way hereto, except for such claims, losses, liabilities,
            costs, damages and expenses incurred by reason of the Escrow
            Agent's gross negligence or willful misconduct.  The Escrow Agent
            shall owe a duty only to the Purchaser and the Company under
            this Agreement and to no other person.

        (c) The Purchaser and the Company shall jointly and severally reimburse
            the Escrow Agent for its reasonable out-of-pocket expenses
            (including counsel fees (which counsel may be Loeb & Loeb LLP
            or such other counsel of the Escrow Agent's choosing) incurred
            in connection with the performance of its duties and
            responsibilities hereunder, which shall not (subject to
            Section 4.1(b)) exceed $1,500.

        (d) The Escrow Agent may at any time resign as Escrow Agent hereunder
            by giving five (5) business days prior written notice of
            resignation to the Purchaser and the Company.  Prior to the
            effective date of resignation as specified in such notice, the
            Purchaser and Company will issue to the Escrow Agent a Joint
            Instruction authorizing delivery of the Documents and the Escrowed
            Payment to a substitute Escrow Agent selected by the Purchaser and
            the Company.  If no successor Escrow Agent is named by the
            Purchaser and the Company, the Escrow Agent may apply to a court
            of competent jurisdiction in the State of New York for appointment
            of a successor Escrow Agent, and deposit the Documents and the
            Escrowed Payment with the clerk of any such court and/or otherwise
            commence an interpleader or similar action for a determination of
            where to deposit the same.

        (e) The Escrow Agent does not have and will not have any interest in
            the Documents and the Escrowed Payment, but is serving only as
            escrow agent, having only possession thereof.

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        (f) The Escrow Agent shall not be liable for any action taken or
            omitted by it in good faith and reasonably believed by it to be
            authorized hereby or within the rights or powers conferred upon
            it hereunder, nor for action taken or omitted by it in good faith,
            and in accordance with advice of counsel (which counsel may be
            Loeb & Loeb, LLP or such other counsel of the Escrow Agent's
            choosing), and shall not be liable for any mistake of fact or
            error of judgment or for any acts or omissions of any kind except
            to the extent any such liability arose from its own willful
            misconduct or gross negligence.

        (g) This Agreement sets forth exclusively the duties of the Escrow
            Agent with respect to any and all matters pertinent thereto and no
            implied duties or obligations shall be read into this Agreement.

        (h) The Escrow Agent shall be permitted to act as counsel for the
            Purchaser or the Company, as the case may be, in any dispute as to
            the disposition of the Documents and the Escrowed Payment, in any
            other dispute between the Purchaser and the Company, whether or not
            the Escrow Agent is then holding the Documents and/or the Escrowed
            Payment and continues to act as the Escrow Agent hereunder.

        (i) The provisions of this Section 4.1 shall survive the resignation of
            the Escrow Agent or the termination of this Agreement.

4.2.    Dispute Resolution; Judgments.  Resolution of disputes arising under
        this Agreement shall be subject to the following terms and conditions:

        (a) If any dispute shall arise with respect to the delivery, ownership,
            right of possession or disposition of the Documents and/or the
            Escrowed Payment, or if the Escrow Agent shall in good faith be
            uncertain as to its duties or rights hereunder, the Escrow Agent
            shall be authorized, without liability to anyone, to (i) refrain
            from taking any action other than to continue to hold the Documents
            and the Escrowed Payment pending receipt of a Joint Instruction
            from the Purchaser and the Company, (ii) commence an interpleader
            or similar action, suit or proceeding for the resolution of any
            such dispute; and/or (iii) deposit the Documents and the Escrowed
            Payment with any court of competent jurisdiction in the State of
            New York, in which event the Escrow Agent shall give written
            notice thereof to the Purchaser and the Company and shall
            thereupon be relieved and discharged from all further obligations
            pursuant to this Agreement.  The Escrow Agent may, but shall be
            under no duty to, institute or defend any legal proceedings which
            relate to the Documents and the Escrowed Payment.  The Escrow
            Agent shall have the right to retain counsel if it becomes
            involved in any disagreement, dispute or litigation on account
            of this Agreement or otherwise determines that it is necessary
            to consult counsel which such counsel may be Loeb & Loeb LLP or
            such other counsel of the Escrow Agent's choosing.

        (b) The Escrow Agent is hereby expressly authorized to comply with and
            obey any Court Order.  In case the Escrow Agent obeys or complies
            with a Court Order, the Escrow Agent shall not be liable to the
            Purchaser and the Company or to any other person, firm, company or
            entity by reason of such compliance.

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ARTICLE V

GENERAL MATTERS

5.1.    Termination.  This escrow shall terminate upon disbursement of the
        Escrowed Payment in accordance with the terms of this Agreement or
        earlier upon the agreement in writing of the Purchaser and the Company
        or resignation of the Escrow Agent in accordance with the terms hereof.

5.2.    Notices.  All notices, requests, demands and other communications
        required or permitted hereunder shall be in writing and shall be deemed
        to have been duly given one (1) day after being sent by telecopy (with
        copy delivered by overnight courier, regular or certified mail):

                If to the Company, to:  ON THE GO HEALTHCARE, INC
                                        85 Corstate Avenue, Unit #1
                                        Concord, Ontario
                                        Canada L4K 4Y2
                                        Attention:  Stuart Turk
                                        Facsimile:  905 660 5738
                With a copy to:

        (b) If to the Purchaser, to:

                                        LAURUS MASTER FUND, LTD.
                                        M&C Corporate Services Limited,
                                        P.O. Box 309 GT, Ugland House,
                                        South Church Street, George Town,
                                        Grand Cayman, Cayman Islands,
                                        Fax: 345-949-8080

        (c) If to the Escrow Agent, to:
                                        Loeb & Loeb LLP
                                        345 Park Avenue
                                        New York, New York 10154
                                        Fax:  (212) 407-4990
                                        Attention:  Scott J. Giordano, Esq.

        or to such other address as any of them shall give to the others by
        notice made pursuant to this Section 5.2.

5.3.    Interest.  The Escrowed Payment shall not be held in an interest
        bearing account nor will interest be payable in connection therewith.

5.4.    Assignment; Binding Agreement.  Neither this Agreement nor any right
        or obligation hereunder shall be assignable by any party without the
        prior written consent of the other parties hereto.  This Agreement
        shall inure to the benefit of and be binding upon the parties hereto
        and their respective legal representatives, successors and assigns.

5.5.    Invalidity.  In the event that any one or more of the provisions
        contained herein, or the application thereof in any circumstance, is
        held invalid, illegal, or unenforceable in any respect for any reason,
        the validity, legality and enforceability of any such provision in
        every other respect and of the remaining provisions contained herein
        shall not be in any way impaired thereby, it being intended that all
        of the rights and privileges of the parties hereto shall be enforceable
        to the fullest extent permitted by law.

                                       7



5.6.    Counterparts/Execution.  This Agreement may be executed in any number
        of counterparts and by different signatories hereto on separate
        counterparts, each of which, when so executed, shall be deemed an
        original, but all such counterparts shall constitute but one and the
        same agreement.  This Agreement may be executed by facsimile
        transmission.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
        of the date and year first above written.


                                        COMPANY:

                                        ON THE GO HEALTHCARE, INC.

                                        By:  /s/Stuart Turk
                                        -------------------------
                                        Name:   Stuart Turk
                                        Title:  CEO



                                        PURCHASER:

                                        LAURUS MASTER FUND, LTD.

                                        By:/s/David Grin
                                        -------------------------
                                        Name:David Grin
                                        Title: Director


                                        ESCROW AGENT:

                                        LOEB & LOEB LLP

                                        By:/s/ Scott Giordano
                                        -------------------------
                                        Name:  Scott Giordano



                                       8




                    SCHEDULE A TO FUNDS ESCROW AGREEMENT
- -------------------------------------------------------------------------------
PURCHASER                                        PRINCIPAL NOTE AMOUNT
- -------------------------------------------------------------------------------
LAURUS MASTER FUND, LTD.,                        Term Note in an aggregate
M&C Corporate Services Limited,                  principal amount of $500,000
P.O. Box 309 GT, Ugland House,                   Minimum Borrowing Note in an
South Church Street, George Town,                aggregate principal amount
Grand Cayman, Cayman Islands,                    of $2,500,000; and Revolving
Fax: 345-949-8080                                Note in an aggregate principal
                                                 amount of $5,000,000
- -------------------------------------------------------------------------------
TOTAL                                            $5,500,000
- -------------------------------------------------------------------------------



- -------------------------------------------------------------------------------
FUND MANAGER    CLOSING PAYMENT                 Closing payment payable in
- -------------------------------------------------------------------------------
LAURUS CAPITAL MANAGEMENT, L.L.C.               connection with investment by
825 Third Avenue, 14th Floor                    Laurus Master Fund, Ltd. for
New York, New York 10022                        which Laurus Capital Management
Fax: 212-541-4434                               L.L.C. is the Manager.
- -------------------------------------------------------------------------------
TOTAL                                           $214,500
- -------------------------------------------------------------------------------

WARRANTS

- -------------------------------------------------------------------------------
WARRANT RECIPIENT                               WARRANTS IN CONNECTION WITH
                                                OFFERING
- -------------------------------------------------------------------------------
LAURUS MASTER FUND, LTD.                        The Warrants exercisable into
M&C Corporate Services Limited,                 1,420,000 shares of common
P.O. Box 309 GT, Ugland House,                  stock of the Company.
South Church Street, George Town,
Grand Cayman, Cayman Islands,
Fax: 345-949-8080
- -------------------------------------------------------------------------------
TOTAL                                           Warrants exercisable into
                                                1,420,000 shares of common
                                                stock of the Company
- -------------------------------------------------------------------------------



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