ON THE GO HEALTHCARE INC
AGREEMENT OF PURCHASE AND SALE DATED MAY 18, 2004
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>vita_agr.txt
<DESCRIPTION>AGREEMENT OF PURCHASE AND SALE DATED MAY 18, 2004
<TEXT>

                        Agreement of Purchase and Sale


To: Vital Baby Innovations Inc. ("Vital")

Dated: May 18, 2004


WHEREAS:

1. Vital carries on a distribution business (the "Business") out of premises
   located at 1661 Flint Rd, Toronto, Ontario, M3J 2W8

2. On The Go Healthcare, Inc., or an entity designated by On The Go Healthcare,
   Inc. ("On The Go ") wishes to acquire the Business upon the terms and
   subject to the conditions hereinafter set forth.


AGREEMENT:

3. The total purchase price for all of the operating assets of the Business,
   including, inter alia, all work in progress, inventory, furniture, fixtures,
   supplies and brand licenses, trade marks and all intellectual property is to
   be $625,432 allocated as follows:

        a) Accounts receivable                              $121,000
        b) Inventory                                         251,000
        c) Property and equipment                              3,432
        d) Goodwill, including the name Vital Baby
           innovations & Heinz Baby Basics                   250,000

4. The purchase price for the assets shall be paid as follows:


        a) $302,660 by assuming the liabilities of Vital allocated as
           follows:

                 i)  Accounts payable                          269,100
                 ii) Accrued Liabilities                        18,500
                iii) Accrued Discounts                          15,060


        b) The balance of the purchase price for the net assets shale be paid
           as follows $100,000 by check or bank draft as a deposit upon closing
           of this transaction, and $50,000 per month until the balance is paid
           in full.  The final balance is subject to any adjustments that may
           arise subsequent to closing as a result of the realization of the
           net assets being different than the figures presented in 3(a,b,c)
           and 4(a).

        c) Consummation of the sale, with payment by the Buyer of the balance
           as set forth in item "a and b" of the purchase price by the
           assumption of the liabilities aforesaid, and the execution and
           delivery of the closing documents will take place on or before
           June 15, 2004 ("Closing")

5. Vital promises and agrees to convey good, clear, and marketable title to all
   the assets and property to be sold hereunder, the same to be free and clear
   of all liens and encumbrances, other than liens and encumbrances directly
   related to the liabilities being assumed by On The Go. Full possession of
   said property will be delivered in the same condition that it is now,
   reasonable wear and tear excected.

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CONDITIONS OF AGREEMENT:

This agreement is conditional upon On The Go, acting reasonably, satisfying
itself as to the following matters, and that such matters are true at the time
of Closing:

6. That On The Go will agree to retain the employees of the business
   ("Employees"), and that those Employees shall have agreed to be employed
   by On The Go on the same terms on which they are currently employed.

7. The balance of the employees of Vital not being hired by On The Go shall be
   the responsibility of Vital.

8. That the books and records of Vital are correct and accurately reflect the
   business of Vital in all material aspects.

9. That the material contracts of Vital are assignable to On The Go.


On The Go has completed its due diligence and is satisfied on all matters. All
due diligence matters are for the benefit of On The Go and have been waived by
On The Go.


10. On Closing, Vital will provide such representations and warranties as
    counsel for On The Go may reasonably require, stating that they have the
    authority to sell the Business and that there are no adverse claims that
    have not been disclosed and that may affect the property, and that they
    have complied with the provisions of the Bulk Sales Act.

11. The Closing of this transaction is contingent upon the following conditions:

        a) No material adverse change in the business of Vital

        b) Completion of proper legal documentation as required by On The Go's
           counsel acting reasonably.


Article 1 CONFIDENTIALITY

12. In connection with its due diligence investigations, On The Go agrees not
    to use any of Vitals' confidential information for any purpose other that
    the exclusive purpose of evaluating the possibility of entering into a
    definitive Agreement with the Corporation with respect to the proposed
    transaction.  The term "confidential information" means such information
    that is not in the public domain that Vital furnishes to On The Go,
    regardless of whether specifically identified as confidential, but does
    not include information that is generally in the public domain.

Dated the 18th day of May, 2004

On The Go Healthcare, Inc



/s/Stuart Turk
----------------------------
Stuart Turk - President

Accepted this 18th day of May, 2004


Vital Baby Innovations Inc



/s/David Walt
----------------------------
David Walt - President

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