Exhibit 10.1

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                     PLAN OF REORGANIZATION AND ACQUISITION
                     --------------------------------------
                                    By Which
                                    --------

                         ELITE  FIELD  SERVICE,  INC.,
                           (a  Nevada  corporation)

                                 Shall  Acquire;
                                 --------------

                    ONTUS  TELECOMMUNICATIONS  CORPORATION
                             (a  Nevada  Corporation)

This  Plan  of  Reorganization  and Acquisition is made and dated, September 1st
2004  by  and  between  the  above  referenced  corporations.

1.  The  Parties  to  this  Plan

(1.1)  ELITE  FIELD  SERVICE,  INC. ("EFSV"), (C15160-2002) of 3313 MICHELANGELO
CT.,  LAS  VEGAS,  NEVADA  89129

(1.2) ONTUS TELECOMMUNICATIONS CORP ("ONTUS") (C17000-2003) a Nevada Corporation
with offices at One World Trade Center, 121 SW Salmon St., Suite 1020, Portland,
OR  97204  .

2.  The  Capital  of  the  Parties:

(2.1)  The  Capital  of  EFSV  consists  of  250,000,000  authorized  Class  "A"
common  shares  ($0.001  par  value),  issued  and  outstanding  39,900,000.

   (2.1.1)  5,000,000  Authorized  Series  A  Preferred  ($0.001  par  value)
   (2.1.2)  5,000,000  Authorized  Series  B  Preferred  ($0.001  par  value)
   (2.1.3)  5,000,000  Authorized  Series  C  Preferred  ($0.001  par  value)

There  are  zero  EFSV  Preferred  Shares  series  A, B, C issued & outstanding.

(2.2)  The Capital of ONTUS consists of 20,000,000 shares of common voting stock
($0.001  par  value) authorized, of which 5,928,600 common shares are issued and
outstanding.  The  Company has 2,000,000 preferred shares authorized ($0.001 par
value)  and  zero  preferred  shares  issued  and  outstanding

3.  Plan  of Reorganization and Acquisition. Subject to the terms and conditions
of  this  Plan  of  Reorganization  and  Acquisition,  EFSV  (Nevada)  and ONTUS
(Nevada)  shall  be  reorganized,  such  that EFSV shall acquire ONTUS, and EFSV
shall  be  folded  into  ONTUS  so  that ONTUS shall become the surviving entity

4.  Conditions  Precedent.

(4.1)  The  Boards  of  Directors  of  both Corporations respectively shall have
determined  that  it  is advisable and in the best interests of each of them and
both  of  them  to  proceed  with  the acquisition by the Public Corporation, in
accordance  with  IRS  354  and 368. These U.S. tax provisions provide generally
that  no  gain  or  loss  be  recognized  from  a  statutory  reorganization.

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(4.2)  The  Shareholders  of  both Corporations respectively shall have approved
the  acquisition  and  this  agreement,  and  each  shall have been approved and
adopted  by  the  Board  of Directors of in a manner consistent with the laws of
its  Jurisdiction  and  its  constituent  documents.

(4.3)  Each  party  shall  have  furnished  to the other party all corporate and
financial  information  which  is  customary  and  reasonable,  to  conduct  its
respective  due  diligence,  normal  for  this  kind  of transaction.  If either
party  determines  that  there  is  a  reason  not  to  complete  this  Plan  of
Reorganization  as  a  result  of  their  due  diligence  examination, then they
must  give  written  notice  to  the  other party prior to the expiration of the
due  diligence  examination  period.  The  Due Diligence period, for purposes of
this  paragraph,  shall  expire  on  a  date  determined  by  the  parties;

(4.4)  The  rights  of  dissenting  shareholders,  if  any,  of each party shall
have  been  satisfied  and  the  Board  of  Directors  of  each party shall have
determined  to  proceed  with  this  Plan  of  Reorganization  and  Acquisition.

(4.5)  All of the terms, covenants and conditions of this Plan of Reorganization
and Acquisition to be complied with or performed by each party for Closing shall
have  been  complied  with,  performed  or  waived  in  writing;  and

(4.6)  The representations and warranties of the parties, contained in this Plan
of  Reorganization  and  Acquisition, as herein contemplated, except as amended,
altered  or  waived  by the parties in writing, shall be true and correct in all
material  respects at the Closing Date with the same force and effect as if such
representations  and  warranties are made at and as of such time; and each party
shall  provide  the  other  with  a corporate certificate, of a director of each
party, dated the Closing Date, to the effect, that all conditions precedent have
been met, and that all representations and warranties of such party are true and
correct  as  of  that date. The form and substance of each party's certification
shall  be  in  form  reasonably  satisfactory  to  the  other.

(4.7)  Each  Corporation  hereby  represents  and  warrants  that  the foregoing
recitals  are  true,  correct  and  accurate.

5.  Termination.  This  Plan of Reorganization and Acquisition may be terminated
at  any  time  prior  to  closing,  whether  before  or  after  approval  by the
shareholders  of  either  or  both;  (i)  by  mutual  consent; or (ii) by either
party  if  the  other  is  unable  to  meet  the  specific  conditions precedent
applicable  to  its  performance  within  a  reasonable time; or (iii) by either
or  both  if  holders of a sufficient number of securities exercises dissenters'
rights  such  that  to complete the transaction herein contemplated would create
undue  financial  difficulty  upon either or both. In the event that termination
of  this  Plan  of Reorganization and Acquisition by either or both, as provided
above,  this  Plan  of  Reorganization  and  Acquisition  shall forthwith become
void  and  there  shall  be  no  liability  on the part of either party or their
respective  officers  and  directors.



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6.  Conversion  of  Outstanding  ONTUS  Shares  to  EFSV  shares.

(6.1)  Each  and  every  share  of common and preferred unissued shares of ONTUS
held  in  treasury  shall  be  cancelled.

(6.2)  Each  of  the  5,928,600 common issued shares of ONTUS shall be exchanged
for  an  equal percentage of 64.9612% of EFSV common stock (gross total issuance
equals  73,937,740  common  shares  issued  as  per  Table A attached ) duly and
validly  issued,  fully  paid  and  non-assessable to or for the shareholders of
ONTUS  as  per  Table  A  attached

EFSV  common  stock  means  that such shares shall be "Restricted Securities" as
defined  in  Rule  144(a),  as  promulgated  by  the  Securities  and  Exchange
Commission,  of  the  United  States,  pursuant to 3(b) of the Securities Act of
1933.  The shares converted to EFSV common shares shall be issued in reliance on
4(2)  of  the  Act,

(6.3)  Registration  Rights  there  are  no  existing  rights of any existing or
prospective  shareholders for Demand or Piggyback Registration of any securities
of  either  party;  nor contractual or other restrictions upon the rights of the
issuer  or  any  person  to seek to register securities for sale, resale or as a
class  of  securities  for  trading on NYSE, AMEX, NASDAQ, OTC BB OR PINK SHEETS
or  any  recognized  US stock exchange; except and unless provided for expressly
in  this  Plan  of  Reorganization  and  Acquisition.

7.  Surviving  Corporation.  Upon  the  effective  filing  of the Certificate of
Merger  with  the  Secretary  of  State  of  Nevada,  EFSV  shall be folded into
ONTUS.  Therefore  the  entity  surviving  the  Reorganization  herein  shall be
EFSV,  which  shall  change  its  name  to ONTUS TELECOMMUNICATIONS CORPORATION.
ONTUS  will  continue  to  be  governed  by  the  laws  of  its  State  of
Incorporation.

(7.1)  Surviving  Articles  of  Incorporation:  the Articles of Incorporation of
ONTUS  shall  remain  in  full  force and effect. EFSV will be folded into ONTUS
and  the  appropriate  amendments  to  the Articles of Incorporation of EFSV and
ONTUS  will  be  filed  with  the  Secretary  of  State  of  Nevada.

(7.2)  Surviving  By-Laws:  The  EFSV By-Laws shall have been adopted or amended
in  form  approved  by  ONTUS,  before  the  Closing,  and  such  By-Laws, as so
adopted  or  amended,  shall  then  remain  in full force and effect, unchanged,
by  this  Reorganization.

8.  Rights  of  Dissenting  Shareholders:  The  rights,  if  any,  of dissenting
shareholders  shall  be  determined  as  follows:

(8.1)  Before  Closing:  Before  Closing,  as  hereafter  defined,  each  of the
corporations  shall  be  responsible  for  the  rights  of  its  own  dissenting
shareholders.  Each party shall be responsible for the handling of rights of its
dissenting  shareholders, if any. Either party shall have the right to terminate
this Plan of Reorganization and Acquisition if holders of a sufficient number of
its  shareholders  exercise their lawful dissenters rights such that to complete
the  transactions  herein  contemplated  would create undue burden upon it. Such
determination  shall  be  made by the Board of Directors of such party, in their
sole  discretion,  acting  reasonably.


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(8.2)  After  Closing:  After  Closing,  the  Parent Company shall be the entity
responsible  for  the  rights  of  dissenting  shareholders.

(8.3)  Appointment  of  Agents.  The  Secretaries  of State of the State of each
party's  domicile  shall  be  appointed as agents for service of process for the
shareholders  of  the  corporations  within  their  jurisdictions,  or  formerly
within  their  jurisdictions,  to  whatever  extent  may be required by the laws
of  either  State.

9.  Closing.  Subject to the terms and conditions of this Plan of Reorganization
and  Acquisition,  upon  closing  the  transaction,  the  following  events  and
transactions  ("the  Closing")  will  occur.

(9.1)  EFSV  shall  acquire  ONTUS  pursuant  to  the  laws  of their respective
states,  together  with  all  of  the  property, right and interest of ONTUS and
be  subject  to  all  the  debts,  liabilities  and obligations of ONTUS.  ONTUS
shall  be  the  surviving  corporation.

(9.2)  The  name  of  ONTUS  TELECOMUNICATIONS CORPORATION will be the Company's
known  name

(9.3)  Until  changed  pursuant  to the laws of Nevada, the registered agent and
registered  office  of  EFSV  and  ONTUS  shall  be  INCORP  SERVICES  INC.,

(9.4)  Omitted.

(9.5)  After  Closing.  The  following  events  and  transactions  will  occur
immediately  or  shortly  after  Closing, and are deemed by the parties to be an
integral  part  of  the  Closing  process,  and  material  to  this  agreement:

(9.6)  Subject  to  the  uniform,  customary principles, endorsed in the laws of
Nevada,  to  the  effect  that  the  governance  of the corporation be vested in
the  Board  of  Directors,  and  subject  to  the  right and duty of EFSV's duly
appointed  Board  of  Directors  to  make independent judgment as to all matters
of  corporate  governance;  the  parties  intend  that  the existing Director or
Directors  of  the  resulting  and  Parent  corporation  shall,  forthwith  upon
Closing,  prepare  such  transitional  corporate  minutes  and  documents as are
necessary  and  reasonably  required  to  complete and effectuate the transition
in  a  proper  and  business-like  manner.

(9.7)  Unless  instructed  otherwise  in  writing before Closing, or immediately
following  Closing,  by  ONTUS,  such  transitional  minutes and documents shall
provide,  among  other  matters:

FIRST,  for  the  nomination  of  and  appointment  of  additional directors, as
indicated,  and  the  retirement  and  resignation  of  the  existing directors,
if  any,  and  the  recital  and  signature  of  the duly appointed director, to
the  effect  that  he  shall  have  accepted  his  appointment  and taken office
immediately;

SECOND,  for  the  designation  or  re-designation  of  auditors  for ONTUS such
appointment  to  continue  until  such  time as their successor may be appointed
pursuant  to  applicable  laws;

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THIRD,  for  the  designation  of  Madison Stock Transfer Inc., unless otherwise
determined  by  the  Board  of  Directors  of  ONTUS,  as  the  Certificate  and
Transfer  Agency  of  ONTUS;

FOURTH,  that  fiscal  year-end  of  ONTUS  shall  be  and remain December 31st,
unless  otherwise  determined  by  the  Board  of  Directors;

FIFTH,  that  the  Officers be empowered and directed to issue the common shares
of  EFSV  for  shares  of  ONTUS  to be exchanged; unless such issuance has been
made  previously.

10.  Articles  of  Share  Exchange. The Directors shall, forthwith upon Closing,
prepare  and  file  Articles  of Share Exchange with this Plan of Reorganization
and  Acquisition  with  the  Secretary  of  State  of  Nevada.

11.  Closing/Effective  Date:  The  Reorganization  and Acquisition contemplated
by  this  Agreement  shall  Close  and  become effective on the following dates:
the  Closing  Date,  shall  be  determined  by  the  Boards of Directors of EFSV
and  ONTUS,  in  the  manner provided by the laws of places of incorporation and
consistent  with  the  constituent  corporate  documents of each party, upon the
satisfaction  or  waiver  of  all  of  the  conditions precedent hereinbefore or
hereinafter  after  set  forth;  the  Effective Date shall be the date of filing
the  Articles  of  Share  Exchange  with  the  Secretary  of  State  of  Nevada.

12.  Mutual  Express  Covenants:

(12.1)  Further  Assurances:  The  Directors  of each Corporation shall and will
execute  and  deliver  any  and  all  necessary  documents,  acknowledgments and
assurances  and  do  all  things  proper  to  confirm or acknowledge any and all
rights,  titles  and  interests  created  or confirmed herein. Specifically, and
without  limitation:  each  party  covenants  to  use  all reasonable efforts to
obtain  all  consents,  approvals  and  waivers,  including  the approval of its
directors  and  security  holders,  that  may be necessary or desirable in order
to  complete  the  transactions  contemplated  herein;  take such other measures
as  may  be  appropriate  to  fulfill its obligations hereunder and to carry out
the  transactions  contemplated  herein;  afford  to  the  other parties hereto,
and  their  financial  and  legal  advisors,  reasonable  access  during  normal
business  hours,  to  the  management, properties, books, contracts, commitments
and  records  of  such  party  and  to  allow  the  other party hereto and their
advisors  to  perform  an  examination  of  the  financial  condition, business,
affairs,  property  and  assets  of  the  party  and  during  such period, shall
promptly  furnish  to  the  other  party  hereto,  a  copy  of  all  information
concerning  its  business,  properties  and  personnel as the other party hereto
may  reasonably  request;  and  use  all reasonable efforts to cause each of the
conditions  precedent  set  forth  in  this  Plan  of  Reorganization  and
Acquisition  to  be  completed  or  complied  with  on or before Closing, and to
complete  the  actions  following  Closing  necessary  to  make  the  Closing
effective.

(12.2)  Good  Faith  and  Fair  Dealing:  Each  Corporation  covenants hereby to
deal  with  each  other  and  each others shareholders fairly and in good faith,
in  all  matters  related  to  this  Agreement  and  the events and transactions
contemplated  by  it.

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(12.3)  Executory  Period before Closing: Each Corporation agrees with the other
that  it  will  not,  during  the  "executory  period"  after the making of this
Agreement  and  until Closing: allot or issue any shares of its capital or enter
into  any agreement granting the right, by conversion, exchange or otherwise, to
acquire any of its un-issued capital, except as contemplated herein; declare any
dividends;  sell  all  or  any  part  of its assets, or otherwise enter into any
transactions  or  negotiations  which  could reasonably be expected to interfere
with or be inconsistent with the consummation of this Plan of Reorganization and
Acquisition;  amend  or  alter  its constituent documents except as contemplated
herein;  or  engage in any business, enterprise or activity materially different
from  that  carried  on  by  it  at  the date of this Plan of Reorganization and
Acquisition  or  enter into any transaction or incur any obligation, expenditure
or  liability  other  than  in  the  ordinary  course  of business, as presently
conducted.

13.  General  Mutual  Representations  and  Warranties.  The purpose and general
import  of  the  Mutual  Representations  and Warranties are that each party has
made  appropriate  full  disclosure  to the others, that no material information
has  been  withheld, and that the information exchanged is or shall be accurate,
true  and  correct.  Each  Corporation  acknowledges  and  confirms  that  it is
relying  on  such  representations  and  warranties in connection with this Plan
of  Reorganization  and  Acquisition:

(13.1)  Organization and Qualification. Each Corporation warrants and represents
that it is duly organized and in good standing, and is duly qualified to conduct
any  business  it  may  be  conducting,  as  required by law or local ordinance.

(13.2) Corporate Authority. Each Corporation warrants and represents that it has
Corporate  Authority,  under  the  laws  of its jurisdiction and its constituent
documents,  to  enter  into  this  Agreement  and  to  complete the transactions
contemplated  hereby.

(13.3)  Ownership  of  Assets  and  Property.  Each  Corporation  warrants  and
represents that it is duly incorporated and organized and validly subsisting and
in  good  standing  under  the  laws  of its respective jurisdiction and has the
corporate  power and authority to own or lease its assets as now owned or leased
and  to carry on its business as now carried on and holds all necessary federal,
state  and  municipal  governmental  licenses,  permits  and  authorizations  in
connection  therewith, except for those where the failure to hold such licenses,
permits  and  authorizations  would  not  have  a material adverse effect on the
business, prospects, property, financial condition or results of its operations.
Each  Corporation  has lawful title and ownership of its property as reported to
the  other,  and  as  disclosed  in  its  financial  statements.

(13.4)  Current  Compliance.  To the best of each Corporation's knowledge, it is
in  compliance  with  all applicable governmental laws, by-laws, regulations and
orders  material  to  its  corporate  existence,  operations  and  properties.





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(13.5)  Absence  of  Certain  Changes  or  Events. Each Corporation warrants and
represents  that  there  are  and  shall  be  at  Closing no material changes of
circumstances  or events which have not been fully disclosed to the other party,
and  which,  if  different  than previously disclosed in writing shall have been
disclosed  in writing as current as is reasonably practicable. Certain financial
statements  have  been exchanged between the parties, and others shall have been
exchanged  before Closing. All such financial statements together with the notes
thereto  present,  and  shall  present  fairly,  the  financial position of such
corporation  as  of  its  respective  date,  and  have  been, or shall have been
prepared  in  accordance  with  generally accepted accounting principles applied
on  a  consistent  basis  (except that the unaudited financial statements may or
may  not  contain  notes  and are subject to year-end adjustments).  To the best
of  each  party's  respective  knowledge,  there  have  been  no  changes  n the
condition,  financial  or  otherwise,  or in the results of operations of either
corporation  which  have  had  or  may reasonably be expected to have a material
adverse  effect  on  the  business,  prospects, property, financial condition or
results  of  operations  of either. Neither Corporation has declared or paid any
dividends  or  otherwise  made  any distribution of any kind or nature to any of
its  shareholders  or  has  any  material  liabilities,  debts  or  obligations,
whether  accrued,  absolute  or  contingent,  which  have  not  been  otherwise
disclosed,  or  which  shall  not  have  been  disclosed  to  the  other.

(13.6) Litigation and Enforcements. There are no legal, arbitrable, governmental
or other actions, proceedings or investigations pending or threatened against or
otherwise  affecting either Corporation or any of its assets, and to the best of
each  corporation's  knowledge  there  has  been  no  event or events which have
occurred  that  could  give  rise  to  any  such  material action, proceeding or
investigation.  Each Corporation warrants and represents that there are no legal
proceedings,  administrative  or  regulatory  proceedings, pending or suspected,
which  have  not  been  fully  disclosed  in  writing  to  the  other.

(13.7)  Absence  of  Undisclosed  Liabilities.  Each  Corporation  warrants  and
represents  specifically  that  it  has  and  shall have no material liabilities
which  have  not  been  disclosed  to  the other, in the financial statements or
otherwise  in  writing,  before  the  Acquisition. "Undisclosed Liabilities", as
used  herein,  includes  without  limitation, contingent liabilities of any kind
or  sort,  including  without  limitation,  employment  contracts, and corporate
guaranties;

(13.8)  No  Breach of Other Agreements. Each Corporation warrants and represents
that  this  Agreement,  and the faithful performance of this agreement, will not
cause  any  breach  of  any  other  existing agreement, or any covenant, consent
decree,  or  undertaking  by  either,  not  disclosed  to the other. Neither the
execution  and  delivery  of  this  Plan  of Reorganization and Acquisition, the
consummation  of  the transactions herein contemplated nor the fulfillment of or
compliance  with  the  terms and provisions hereof or thereof will (i) result in
or  constitute a material default under, its articles or by-laws or any material
agreement  to  which its is a party, (ii) constitute an event which would permit
any  party  to any material agreement with it, to terminate such agreement or to
accelerate  the maturity of any indebtedness of it or other obligation of it, or
(iii)  result  in  the creation or imposition of any encumbrance upon its Shares
or  any  of  its  assets.


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(13.9)  Capital  Stock. Each Company warrants and represents that the issued and
outstanding  shares  and  all shares of capital stock of such corporation, is as
detailed  herein,  that all such shares are in fact issued and outstanding, duly
and  validly  issued,  were  issued  as  and  are  fully paid and non-assessable
shares,  and  that,  other  than  as  represented in writing, there are no other
securities,  options,  warrants or rights outstanding, to acquire further shares
of  such  Corporation,  except  as mutually disclosed, represented and warranted
in  Article  I,  Part  B,  hereinabove.

(13.10)  Brokers'  or  Finder's  Fees.  Each Corporation warrants and represents
that  is  aware  of  no  claims  for  brokers'  fees, or finders' fees, or other
commissions  or  fees,  by  any  person  not disclosed to the other, which would
become,  if  valid,  an  obligation  of  either  company.

14.  Miscellaneous  Provisions

(14.1)  At  the  Closing  Date,  their shall be no undisclosed changes from that
reflected  in  the  financial  and  other  statements  exchanged by the parties.

(14.2)  Except  as  required  by  law,  no  party  shall provide any information
concerning  the  Acquisition  or  any aspect of the transactions contemplated by
this  Agreement  to  anyone  other than their respective officers, employees and
representatives  without  the prior written consent of the other parties hereto.
The  aforesaid  obligations  shall  terminate on the earlier to occur of (a) the
Closing,  or  (b)  the date by which any party is required under its articles or
bylaws  or  as  required  by  law,  to  provide  specific  disclosure  of  such
transactions  to its shareholders, governmental agencies or other third parties.
In  the  event  that  the transaction does not close, each party will return all
confidential  information  furnished  in  confidence  to  the  other.

(14.3)  This Agreement may be executed simultaneously in two or more counterpart
originals.  The  parties  can  and may rely upon facsimile signatures as binding
under  this Agreement, however, the parties agree to forward original signatures
to  the other parties as soon as practicable after the facsimile signatures have
been  delivered.

(14.4)  The  Parties  to  this  agreement  have  no  wish to engage in costly or
lengthy  litigation  with  each  other.  Accordingly, any and all disputes which
the  parties  cannot  resolve  by  agreement or mediation, shall be submitted to
binding  arbitration  under  the  rules and auspices of the American Arbitration
Association,  as  a  further  incentive to avoid disputes, each party shall bear
its  own  costs,  with  respect  thereto, and with respect to any proceedings in
any  court brought to enforce or overturn any arbitration award.  This provision
is  expressly  intended  to  discourage  litigation  and  to  encourage orderly,
timely  and  economical  resolution  of  any  disputes  which  may  occur.

(14.5)  If  any  provision  of  this Agreement or the application thereof to any
person or situation shall be held invalid or unenforceable, the remainder of the
Agreement  and  the application of such provision to other persons or situations
shall  not  be  affected thereby but shall continue valid and enforceable to the
fullest  extent  permitted  by  law.


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(14.6)  No  waiver  by  any  party  of  any occurrence or provision hereof shall
be  deemed  a  waiver  of  any  other  occurrence  or  provision.

(14.7)  The  parties  acknowledge that both they and their counsel have reviewed
and  revised  this  agreement and that the normal rule of construction shall not
be  applied  to  cause  the  resolution  of  any  ambiguities  against any party
presumptively.  The  Agreement  shall be governed by and construed in accordance
with  the  laws  of  the  State  of  Nevada.


This  Plan  of  Reorganization  and  Acquisition  is  executed on behalf of each
Company  by  its  duly  authorized  representatives,  and  attested to, pursuant
to  the  laws  of  its  respective place of incorporation and in accordance with
its  constituent  documents.

                                             ELITE  FIELD  SERVICES  INC.,
                                               (a  Nevada  corporation)

                                              By:  /s/  Paul  Taylor
                                              -------------------------
                                                       Paul  Taylor
                                                       President
                                                       September  1,  2004

ONTUS  TELECOMMUNICATIONS  CORP
(a  Nevada  corporation)

By:  /s/  Paul  Peterson     September  1,  2004
     ---------------------------------------
         Paul  R.  Peterson
         CEO,  Director  and  Secretary


By:  /s/  Kenneth  MacDonald     September  1,  2004
     -------------------------------------------
         Kenneth  MacDonald
         President,  Director  and  Treasurer


By  /s/  David  B.  Hoffman     September  1,  2004
    ------------------------------------------
        David  B.  Hoffman
        EVP  and  Director







TABLE  A
                                                 NEW  ISSUE
                                                   CUSIP
                              Ontus              68339C-10-2
                              Shares               Shares
Shareholder                   owned       %        issued
-----------                   -----    ------    -----------
Pan-Peterson  Family  Trust  2,000,000   33.73%    24,963,900
Square  Peg  Investments       150,000    2.53%     1,872,200
Porteous  Equities              20,000    0.34%       294,380
Peter  Budd                     32,000    0.54%       399,600
William  Robertson              10,000    0.17%       125,000
Jim  Cutler                    200,000    3.37%     2,469,020
Art  North                      12,500    0.21%       156,140
Lucketti  /  Ota  JT            75,000    1.27%       936,100
Shizuko  Ota  Trust             75,000    1.27%       936,100
George  Teeny                   50,000    0.84%       623,820
Laurie  &  Devry  Bell          18,000    0.30%       224,960
Stoner  &  Debbie  Bell         15,500    0.26%       193,140
Austin  &  Denise  Bell          4,000    0.07%        49,580
Andrew  Montgomery              25,000    0.42%       312,280
Yoshio  Kurosaki                12,500    0.21%       156,140
Jeff  Teeny                     12,500    0.21%       156,140
Ray  Losli                      10,000    0.17%       125,060
Adrienne  Sparrow                2,500    0.04%        31,080
Dwain  Weston                    7,500    0.13%        93,980
Matthew  Slayton                28,000    0.47%       349,280
Investor  Co.  ITF
     Peter  Budd                25,000    0.42%       312,280
Jim  MacPhail                    7,500    0.13%        93,980
Fred  Mazepa                     2,250    0.04%        28,120
Fred  Mazepa                     3,750    0.06%        46,620
Rory  Shewchuck                  1,500    0.03%        18,500
Melanie  Rowan                   1,500    0.03         18,500
Tom  Schreiber                   3,000    0.05%        37,740
Ted  Cowan                       3,000    0.05%        37,740
Chris  Hemstock                  7,500    0.13%        93,980
Suzanne  Adams                   7,500    0.13%        93,980
Porteous  Equities               6,750    0.11%        84,360
Porteous  Equities               2,250    0.04%        28,120
Porteous  Equities               4,950    0.08%        61,420
Brad  &  Sharon  Black         250,000    4.22%     3,120,580
Guidice  &  Associates          75,000    1.27%       936,100
Kenneth  F.  MacDonald       1,000,000   18.87%    12,481,580
David  B.  Hoffman           1,000,000   18.87%    12,481,580
Jim  MacPhail                    2,500    0.04%        31,080
Fred  Mazepa                     2,000    0.03%        25,160
Rory  Shewchuck                    500    0.01%         5,920
Melanie  Rowan                     500    0.01%         5,920
Tom  Schreiber                   1,000    0.02%        12,580
Ted  Cowan                       1,000    0.02%        12,580
Melanie  Rowan                     500    0.01%         5,920
Tom  Schreiber                   1,000    0.02%        12,580
Ted  Cowan                       1,000    0.02%        12,580
Chris  Hemstock                  2,500    0.04%        31,080
Suzanne  Adams                   2,500    0.04%        31,080
Porteous  Equities               4,650    0.08%        57,720
Managed  Sectors  Fund         250,000    4.22%     3,120,580
Managed  Sectors  Fund          83,333    1.41%     1,040,440
Managed  Sectors  Fund          83,333    1.41%     1,040,440
Managed  Sectors  Fund          83,333    1.41%     1,040,440
Brad  &  Sharon  Black         250,000    4.22%     3,120,580
                           --------------------------------
                             5,928,600  100.00%    73,973,740
                           --------------------------------

<PAGE>


Table  B   Consolidation

Table  B  (Consolidated)                        Common  A

                                                Issued  and
(Com  A  Authorized  -  250,000,000)            Outstanding
--------------------------------            ------------

(Preferred  A,B,C  -  15,000,000)
Preferred  Issued  and                             CUSIP
Outstanding  -  Zero              Percentage    68339C-10-2
------------------------------  ---------    ------------

Ontus  Shareholders  -  (Table  A)   64.9612%    73,973,740

Berkshire  Biotechnology
Holding  Corporation  (Texas)        26.3450%    30,000,000

Public  Float                         8.6938      9,900,000
                                 --------   ------------

Common  Shares  "A"                  100.00%    113,873,740