SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 Form 10-QSB


(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

          For the quarterly period ended September 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

          For the transition period from         to

                        Commission file number 0-21092

                                 OCTuS, INC.
                              -----------------
      (Exact name of small business issuer as specified in its charter)

              CALIFORNIA                              33-0013439
              ----------                              ----------
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

                             13161 Sundance Ave.,
                           San Diego, CA 92129-2459
             ----------------------------------------------------
                   (Address of principal executive offices)

                                 858-922-1219
                                --------------
                         (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                               Yes [X]   No [ ]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

November 12, 2001     Common Stock, no par value            7,223,390
(Date)                (Class)                           (Number of Shares)

                      Series C Preferred Stock                250,000
                      (Class)                           (Number of Shares)

Transitional Small Business Disclosure Format (check one):
                               Yes [ ]   No [X]


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<PAGE>
                                 OCTuS, INC.
                                 FORM 10-QSB
                    FOR THE PERIOD ENDED SEPTEMBER 30, 2001
<TABLE>
                                    INDEX

<CAPTION>
                                                                       PAGE
                                                                       ----
<S>                                                                    <C>
PART I.   FINANCIAL INFORMATION

          ITEM 1.  FINANCIAL STATEMENTS

                   Balance Sheets at September 30, 2001 . . . . . . . .  3
                   December 31, 2000

                   Statements of Operations for the three . . . . . . .  4
                   months ended September 30, 2001 and 2000

                   Statements of Operations for the nine  . . . . . . .  5
                   months ended September 30, 2001 and 2000

                   Statements of Cash Flows for the nine  . . . . . . .  6
                   months ended September 30, 2001 and 2000

                   Notes to Financial Statements  . . . . . . . . . . .  7

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . .  8


PART II.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 11

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

                                    -  2 -
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<PAGE>
PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

OCTuS, INC.
<TABLE>
BALANCE SHEETS

<CAPTION>
                                                 September 30,    December 31,
                                                     2001             2000
                                                  (Unaudited)
                                                  -----------      -----------
<S>                                               <C>              <C>
                     ASSETS

CURRENT ASSETS
     Cash                                         $         0      $       172
                                                  -----------      -----------
          TOTAL CURRENT ASSETS                    $         0      $       172
                                                  -----------      -----------

PROPERTY AND EQUIPMENT, Net                                 0                0
                                                  -----------      -----------
                                                  $         0      $       172
                                                  ===========      ===========


    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
     Accounts payable                             $    32,022      $    21,290
     Accrued liabilities                                6,168            6,503
     Loan Payable - related party                       8,839                0
     Accrued interest - related party                 173,671          141,741
     Promissory note- related party                   428,311          460,479
                                                  -----------      -----------
          TOTAL CURRENT LIABILITIES                   649,011          630,013
                                                  -----------      -----------


SHAREHOLDERS' DEFICIENCY

     Preferred Stock - no par value
          authorized 2,000,000 shares issued
          and outstanding 250,000 shares              151,000          151,000

     Common Stock - no par value;
          authorized 100,000,000 shares,
          issued and outstanding 7,223,390         22,026,577       21,966,577
     Paid-in-capital                                   51,316           51,316
     Accumulated deficit                          (22,877,904)     (22,798,734)
                                                  -----------      -----------
          TOTAL SHAREHOLDERS' DEFICIENCY             (649,011)        (629,841)
                                                  -----------      -----------
                                                  $         0      $       172
                                                  ===========      ===========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                    -  3 -
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<PAGE>
OCTuS, INC.
<TABLE>
STATEMENTS OF OPERATIONS
(unaudited)

<CAPTION>
                                       For the three months ended September 30,
                                                 2001            2000
                                              ----------      ----------
<S>                                           <C>             <C>
REVENUES
     Net sales                                $        0      $        0
                                              ----------      ----------
          TOTAL REVENUES                               0               0
                                              ----------      ----------

COSTS AND EXPENSES
     Cost of sales                                     0               0
     Selling, general and administrative          12,516           5,297
     Interest                                     10,865          10,793
                                              ----------      ----------
          TOTAL COSTS AND EXPENSES                23,381          16,090
                                              ----------      ----------

INCOME (LOSS) BEFORE INCOME TAXES                (23,381)        (16,090)

INCOME TAX (BENEFIT)                                   0               0
                                              ----------      ----------
LOSS BEFORE EXTRAORDINARY GAIN                   (23,381)        (16,090)

EXTRA ORDINARY GAIN FROM FORGIVENESS OF DEBT,
     NET OF TAX                                        0          48,293
                                              ----------      ----------
NET INCOME (LOSS)                             $  (23,381)     $   32,203

PREFERRED DIVIDENDS                                2,250               0
                                              ----------      ----------
NET (LOSS) AVAILABLE TO COMMON SHAREHOLDERS   $  (25,631)     $  (16,090)
                                              ==========      ==========

PRIMARY EARNING (LOSS) PER COMMON SHARE:
     NET INCOME (LOSS)                        $     .00       $    (.00)
                                              ==========      ==========
     EXTRAORDINARY GAIN                       $     .00       $     .01
                                              ==========      ==========

PER SHARE INFORMATION -
     BASIC AND FULLY DILUTED
WEIGHTED AVERAGE SHARES OUTSTANDING            7,223,390       4,223,390
                                              ==========      ==========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                    -  4 -
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<PAGE>
OCTuS, INC.
<TABLE>
STATEMENTS OF OPERATIONS
(unaudited)

<CAPTION>
                                       For the nine months ended September 30,
                                                 2001            2000
                                              ----------      ----------
<S>                                           <C>             <C>
REVENUES
     Net sales                                $        0      $        0
                                              ----------      ----------
          TOTAL REVENUES                               0               0
                                              ----------      ----------

COSTS AND EXPENSES
     Cost of sales                                     0               0
     Selling, general and administrative          45,069           8,675
     Interest                                     34,101          32,018
                                              ----------      ----------
          TOTAL COSTS AND EXPENSES                79,170          40,693
                                              ----------      ----------

INCOME (LOSS) BEFORE INCOME TAXES                (79,170)        (40,693)

INCOME TAX (BENEFIT)                                   0               0
                                              ----------      ----------
LOSS BEFORE EXTRAORDINARY GAIN                   (79,170)        (40,693)

EXTRA ORDINARY GAIN FROM FORGIVENESS OF DEBT,
     NET OF TAX                                        0          48,293
                                              ----------      ----------
NET INCOME (LOSS)                             $  (79,170)     $    7,600

PREFERRED DIVIDENDS                                6,750               0
                                              ----------      ----------
NET (LOSS) AVAILABLE TO COMMON SHAREHOLDERS   $  (85,920)     $   40,693
                                              ==========      ==========

PRIMARY EARNING (LOSS) PER COMMON SHARE:
     NET INCOME (LOSS)                        $    (.01)      $    (.00)
                                              ==========      ==========
     EXTRAORDINARY GAIN                       $     .00       $     .01
                                              ==========      ==========

PER SHARE INFORMATION -
     BASIC AND FULLY DILUTED
WEIGHTED AVERAGE SHARES OUTSTANDING            5,970,643       4,223,390
                                              ==========      ==========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>                                    -  5 -
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<PAGE>
OCTuS, INC.
<TABLE>
STATEMENTS OF CASH FLOWS
(unaudited)


<CAPTION>
                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                 2001            2000
                                              ----------      ----------
<S>                                           <C>             <C>
OPERATING ACTIVITIES
Net cash (used in) operating activities       $  (34,672)     $  (22,198)
                                              ----------      ----------

INVESTING ACTIVITIES
Net cash (used in) investing activities             -               -
                                              ----------      ----------

FINANCING ACTIVITIES
Proceeds from notes payable - related party       34,500          28,468
                                              ----------      ----------
Net cash provided by financing activities         34,500          28,468
                                              ----------      ----------
Net increase (decrease) in cash                     (172)          6,270

CASH AT BEGINNING OF YEAR                            172               5
                                              ----------      ----------

CASH AT END OF PERIOD                         $     -         $    6,275
                                              ==========      ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest                                      $     -         $     -
                                              ==========      ==========
Income taxes                                  $     -         $     -
                                              ==========      ==========

SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NON-CASH FINANCING AND INVESTING ACTIVITIES
Warrants exercised into common stock for
write off of notes payable                    $   60,000      $     -
                                              ==========      ==========

<FN>
The accompanying notes are an integral part of these financial
statements.
</TABLE>
                                    -  6 -
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<PAGE>
                                  OCTuS, INC.

                   NOTES TO FINANCIAL STATEMENTS
            FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001
                                  (UNAUDITED)


NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America ("GAAP") for interim financial information and Item 310(b) of
Regulation S-B.  They do not include all of the information and footnotes
required by GAAP for complete financial statements.  In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included.  The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.  For further information, refer to
the audited financial statements of the Company as of December 31, 2000,
including notes thereto, included in the Company's Form 10-KSB.

NOTE 2.  EARNINGS PER SHARE

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented, common
stock equivalents were not considered, as their effect would be anti-dilutive.

NOTE 3.  RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2001, the following unsecured
promissory notes were issued to the Company by a related party:

  *  Unsecured promissory note, principal balance of $15,000, interest at 10%,
     interest and principal due on July 7, 2001
  *  Unsecured promissory note, principal balance of $10,000, interest at 10%,
     interest and principal due on August 24, 2001

In July 1996 the Company issued 250,000 of its Series C Preferred Stock and one
five-year stock purchase warrant for 3,000,000 shares of its common stock for
$151,000 with the warrants expiring on June 24, 2001.  An unsecured promissory
note with a principal balance of $428,311 and interest at 10%, interest and
principal due within 5 days of the exercise of the stock purchase warrant,
was outstanding with the same related party that held the warrants.
On April 25 2001, this related party converted three million warrants to
three million shares of the Company's restricted common stock for $60,000.
The proceeds received for this conversion were applied to the outstanding
debt due to the related party.  The conversion, however, did not provide the
Company sufficient funds to pay the full amount due to the related party.
The outstanding debt of $428,311 is delinquent as of April 30, 2001.

Interest expense on related party notes outstanding for the nine months ended,
September 30, 2001 was $34,101.

During the nine months ended September 30, 2001, a related party advanced the
Company $9,500 for operations.  No terms have been determined on the receipt
and repayment of these funds.

During the nine months ended September 30, 2001, the Company incurred $31,500
of consulting expense related to an employment agreement with the President of
the Company in which he will provide monthly consulting services at a monthly
rate of $3,500.  As of September 30, 2001, $23,500, was unpaid and included in
accounts payable.

                                    -  7 -
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<PAGE>

NOTE 4.  DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

The Company has a working capital and shareholders' deficiency of $649,011 and
an accumulated deficit of $22,877,904 as of September 30, 2001.  The Company
has liabilities totaling $649,011 and cash of $-0- as of September 30, 2001.
At present the Company has no product or technology to provide for the
continued viability and operations of the Company.  Furthermore, the Company
has no commitment from any party to provide additional capital and there is no
assurance that such funding will be available when needed, or if available,
that its terms will be favorable or acceptable to the Company.
Should management be unable to obtain additional capital to acquire a
technology or product, it could be forced to cease the Company's business
activities altogether and liquidate the Company's net assets. Additionally,
there is no assurance the Company will not require additional capital resources
in order to become operational.  There is no assurance that the Company will
have the ability to continue as a going concern.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

     Certain statements contained in this Management's Discussion and Analysis
of Financial Condition and Results of Operations that are not related to
historical results are forward looking statements. Actual results may
differ materially from those projected or implied in the forward statements.
Further, certain forward-looking statements are based upon assumptions of
future events that may not prove to be accurate. These forward-looking
statements involve risks and uncertainties including but not limited to those
referred to below.

     This information should be read in conjunction with the financial
statements and notes thereto included in Item 1 of this report for the quarter
ended September 30, 2001. Additionally, the financial statements and notes
thereto and Management's Discussion and Analysis in the Company's Annual Report
on Form 10-KSB/A for the year ended December 31, 2000 will provide additional
information.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001

     NET SALES.  There were no net sales for the three months ended
September 30, 2001, which represented no change, from the same period in 2000.
Because the Company currently is without a product there are no sales or even
prospects of products sales in the near future.

     SELLING, GENERAL AND ADMINISTRATIVE.  The Company recorded $12,516 for
selling, general and administrative expenses for the three months ended
September 30, 2001, an increase of $7,219 from the same period in 2000.
The company has been engaged in marketing licenses for the Company's
technologies and consulting with third parties regarding computer telephony
businesses and market opportunities.

     NET LOSS.  Net loss for the three months ended September 30, 2001 was
$23,381as compared to a $32,203 profit for the same period in 2000 as the
result of an extraordinary gain.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

     NET SALES.  There were no net sales for the nine months ended
September 30, 2001, which represented no change, from the same period in 2000.
Because the Company currently is without a product there are no sales or even
prospects of sales in the near future.

     SELLING, GENERAL AND ADMINISTRATIVE.  The Company recorded $45,069 for
selling, general and administrative expenses for the nine months ended
September 30, 2001, an increase of $36,394 from the same period in 2000.
The Company is operating at a bare minimum level; at this point there are
no employees and no sales efforts due to the lack of a product.

     NET LOSS.  Net loss for the nine months ended September 30, 2001 was
$79,170, as compared to a $7,600 profit for the same period in 2000.

                                    -  8 -
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<PAGE>

     LIQUIDITY AND CAPITAL RESOURCES.  For the nine months ended
September 30, 2001, the Company posted a net loss of $79,170. Cash on hand on
September 30, 2001 was $-0-. Although the Company has actively been pursuing
licensing arrangements and new investment, there can be no assurance that any
licensing agreements and/or new investment will be entered into by the Company,
or that the terms of any such agreements will be on terms favorable to the
Company. In June 1996, the Company sold to Advanced Technologies International,
Ltd. ("ATI") 250,000 shares of Series C Preferred stock (which votes with the
Common Stock with each share of Series C Preferred Stock having ten votes) for
$151,000 and issued warrants to purchase up to an additional 3,000,000 shares
of the Company's Common Stock at an initial exercise price of $0.43 per share.
Should the Company be unable to obtain additional revenues and/or raise
additional capital, it could be forced to curtail operations or cease business
activities altogether.


                 RISK FACTORS, WHICH MAY AFFECT FUTURE RESULTS

HISTORY OF OPERATING LOSSES

     For the calendar year ended December 31, 2000, the Company recorded a loss
of $46,385. For the calendar year ended December 31 1999, the Company recorded
a loss of $ 54,167.

     At December 31, 2000, the Company had no tangible assets, no working
capital, an accumulated deficit of $22,798,734 and a shareholders' deficit
of $629,841. With both the Cintech and the Ascom transactions terminated,
and considering that the Company at this time has no product available for
sale, the Company will continue to generate significant losses. Unless the
Company acquires a new technology or product it is unlikely that the Company
will be profitable in the future.

NEED FOR ADDITIONAL CAPITAL

     The Company's cash on hand as of September 30, 2001 was $-0-, which is
inadequate to meet the Company's budgeted operating requirements.
Additional cash resources are required to sustain the Company's operations.
Since September 2000 operations have been funded by loans from Grupo Dynastia
S.A a Panamanian company, one of the Company's principal shareholders,
it should be noted that the Company has no commitment from any party to
provide additional capital and there is no assurance that such funding will
be available when needed or, if available, that its terms will be favorable
or acceptable to the Company. Should the Company be unable to obtain additional
capital when and as needed, it could be forced to cease business activities
altogether. It is unlikely that the Company will be able to raise additional
capital without dramatically diluting the existing equity ownership of the
Company's Common stockholders.

TRANSACTIONS WITH AFFILIATES

     The Company has been a party to certain transactions with related persons
and affiliates. The Company believes that all such transactions were in its
best interests and on terms no less favorable to the Company than could have
been obtained from unaffiliated third parties and each transaction was
approved by disinterested and independent members of the Board of Directors.
However, such agreements were not always reached as the result of arms-length
negotiations. In June 1996, the Company sold to Advanced Technologies
International, Ltd. ("ATI") 250,000 shares of Series C Preferred stock
(which votes with the Common Stock with each share of Series C Preferred Stock
having ten votes) for $151,000, and issued warrants to purchase up to an
additional 3,000,000 shares of the Company's Common Stock at an exercise price
according to the following schedule: $0.43 per share for the first 1,000,000
shares, $0.50 per share for the second 1,000,000 shares, and $0.75 per share
for the final 1,000,000 shares. The Company had been meeting its liquidity
needs through loans from ATI until August 1998 when ATI ceased funding the
Company and subsequently declared bankruptcy.  The loan balance as of
December 31, 2000 was $ 428,311. The Company accrues 10.0% simple interest on
such loans and the loan is due within five (5) days of the Company's receiving
sufficient funds from the exercise of warrants. Smith Technology Development,
LLC during 1999 through a bankruptcy purchase agreement, acquired the note,
stock and warrants. Subsequently, during 2000, the note, stock and warrants
were transferred in a sale Grupo Dynastia S. A., a Panamanian company.
There is no assurance that Grupo Dynastia S. A. or subsequent owners of the
notes and warrants will continue to fund the Company or that exercise of the
warrants will enable the Company to repay such loans.  On April 25, 2001,
Grupo Dynastia, S.A. converted 3 million warrants to 3 million shares of OCTuS,
Inc. restricted common stock with net proceeds to the Company of $60,000
applied to the outstanding notes due Grupo Dynastia, S.A. See notes and
advances payable below.  Should the Company be unable to obtain additional
revenues, and/or raise additional capital, it could be forced to cease business
activities altogether.

                                    -  9 -
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<PAGE>

NOTES AND ADVANCES PAYABLE

     From September 2000 through December 2000, Grupo Dynastia S. A. advanced
$32,168 to the company secured by notes bearing interest at the rate of 10% per
annum.  From January 2001 through September 2001, Grupo Dynastia S.A advanced
another $34,500 to the Company secured by notes bearing interest at the rate of
10% per annum.  See also transactions with affiliates above.

TRADING MARKET/DELISTING FROM NASDAQ SMALLCAP MARKET/VOLATILITY OF STOCK PRICE

     In January 1993, the Company completed an initial public offering of
2,000,000 Units, each unit comprised of one share of Common Stock and one
Common Stock Purchase Warrant. These securities were quoted on the Nasdaq
SmallCap Market until February 1, 1995, at which time they were delisted due
to the Company's inability to meet that market's minimum capital and surplus
requirements. The securities now trade on the OTC Bulletin Board which is
generally considered to be less efficient markets. While the Company intends to
reapply for listing on the Nasdaq SmallCap Market if conditions are favorable
for it to do so, there can be no assurance that the Company's securities will
be accepted by the Nasdaq SmallCap Market upon application by the Company for
relisting.

     The market price of the Common Stock, Units, and Warrants, like that
of the securities of many other high technology companies, has been highly
volatile. Factors such as fluctuation in the Company's operating results,
announcements of technological innovations or new products by the Company or
its competitors, developments in the Company's strategic alliances with other
companies, and general market conditions may have a significant effect on the
market price of the Common Stock. See table in Part II, Item 5, "Market for
Common Equity and Related Stockholder Matters."

EFFECT OF CERTAIN ANTI-TAKEOVER CHARTER AND BYLAW PROVISIONS

     Certain provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Bylaws could have the effect of making it
more difficult for a third party to acquire, or could discourage a third party
from attempting to acquire, control of the Company. Such provisions may limit
or reduce the price that investors might be willing to pay for shares of the
Common Stock. Certain of such provisions allow the Company to issue preferred
stock with rights senior to those of the Common Stock and impose various
procedural and other requirements that could make it more difficult for
shareholders to effect certain corporate actions. The Articles also provide for
a classified board in the event the Company's shares are traded on a national
securities exchange or the Nasdaq National Market. A classified board could
make it more difficult for a third party to acquire control, or could
discourage a third party from attempting to acquire, control of the board.

DESCRIPTION OF PROPERTY.

     In October 1996, the Company moved its offices to a 400 square foot
office suite in an area of northern San Diego known as the "Golden Triangle".
Since November 1999 the company uses only floor space in the office of its sole
officer, John Belden. The company pays no rent, which would be negligible,
for the use of this space.

     The Company does not maintain any other leases for office space and owns
no real property.

                                    - 10 -
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<PAGE>

PART II.

                               OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On April 25, 2001, Grupo Dynastia, S.A. converted 3 million warrants
to 3 million shares of OCTuS, Inc. restricted common stock with net proceeds to
the Company of $ 60,000 applied to the outstanding notes due Grupo Dynastia,
S.A. See notes and advances payable below.

NOTES AND ADVANCES PAYABLE

         From September 2000 through December 2000, Grupo Dynastia S. A.
advanced $32,168 to the company secured by notes bearing interest at the rate
of 10% per annum.  From January 2001 through September 2001, Grupo Dynastia S.A
advanced another $34,500 to the Company secured by notes bearing interest at
the rate of 10% per annum.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders during the
second quarter of the fiscal year covered by this report.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         In February 2001 the Company changed accountants and filed a Form 8-K
for this event in February 2001.  There were no disagreements with the former
accountants regarding accounting principles or reporting.

                                    - 11 -
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<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
small business issuer has duly caused this report to be signed on its behalf by
the undersigned thereunto authorized.


                                       OCTuS, INC.


Date:  November 13, 2001               /s/  John C. Belden
                                       ----------------------------
                                            John C. Belden
                                            President & CEO /
                                            Chief Financial Officer

                                    - 12 -
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<PAGE>