8-K

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United States Securities and Exchange Commission
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: July 28, 2006
(Date of earliest event reported: July 26, 2006)

BESTNET COMMUNICATIONS CORP.
- -----------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada                              001-15482                86-1006416
- ------                              ---------                ----------
(State or other jurisdiction        (Commission              (IRS Employer
of incorporation)                   File Number)             Identification No.)

2850 Thornhills Ave., S.E., Suite 104
Grand Rapids, Michigan 49546
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(Address of principal executive offices) (Zip Code)

(616) 977-9933 (Registrant's telephone number)
- --------------

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Unless otherwise indicated or the context otherwise requires, all references
below in this report on Form 8-K to "we," "us" and the "Company" are to BestNet
Communications Corp., a Nevada corporation and its subsidiary, Oncologix
Corporation, a Nevada corporation. References to "Oncologix" are to Oncologix
Corporation.

Cautionary Note Regarding Forward-looking Statements and Risk Factors

The Registrant's Form 10-KSB, any Form 10-QSB or any Form 8-K of the Registrant
or any other written or oral statements made by or on behalf of the Registrant
may contain forward-looking statements which reflect the Registrant's current
views with respect to future events and financial performance. The words
"believe," "expect," "anticipate," "intends," "estimate," "forecast," "project,"
and similar expressions identify forward-looking statements. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements, including any statements of the plans, strategies
and objectives of management for future operations; any statements concerning
proposed new products, services, developments or industry rankings; any
statements regarding future economic conditions or performance; any statements
of belief; any statements regarding the validity of our intellectual property
and patent protection; and any statements of assumptions underlying any of the
foregoing. Such "forward-looking statements" are subject to risks and
uncertainties set forth from time to time in the Registrant's SEC reports and
include, among others, the Risk Factors described below.

Readers are cautioned not to place undue reliance on such forward-looking
statements as they speak only of the Registrant's views as of the date the
statement was made. The Registrant undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


ITEM 1.01 Entry into Material Definitive Agreements

We are hereby reporting our entry into the following material agreements:

(A) JDA Merger Agreement. On July 26, 2006 we entered into a Merger Agreement
with our wholly owned subsidiary, Oncologix Corporation, a Nevada corporation
("Oncologix"), JDA Medical Technologies, Inc., a Maryland corporation ("JDA"),
Andrew S. Kennedy, MD, Jeff Franco, Andrew Green and Adam Lowe (filed herewith
as Exhibit 10.20) pursuant to which JDA has been merged into Oncologix. The
individuals named are the principal shareholders of JDA. Dr. Kennedy and Mr.
Franco are JDA's officers and directors and Mess'rs Green and Lowe are
consultants to JDA and are, as a result of the Merger, becoming officers of
Oncologix. Dr. Kennedy and Mr. Green are becoming members of the Company's Board
of Directors and both of them as well as Mr. Lowe are becoming officers and
directors of Oncologix. The Merger took place on the same date and its terms are
further described under Item 2.01, below.

(B) Master License Agreement. As a result of the Merger described below,
Oncologix became the successor to JDA, as Licensee, under an existing Master
License Agreement, as amended, with the University of Maryland, Baltimore (the
"University"), as Licensor (filed herewith as Exhibit 10.21). That license
covers certain microsphere technology owned by the University of Maryland
pertaining to: (1) micro particles to which isotopes have been chemically
attached for the purposes of treating cancer, (2) a proprietary, kit-based
approach to the assembling of microspheres dosed with appropriate radiations,
and (3) with post treatment visibility based on the attachment of gamma emitting
isotopes to micro particles that allow visualization of the micro particles with
diagnostic imaging. This technology and the License are further described under
Item 2.01, below


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(C) License Agreement with Fountain Pharmaceuticals, Inc. We also became the
successor to JDA, as sublicensor, under a License Agreement with Fountain
Pharmaceuticals, Inc., a Delaware corporation, filed herewith as Exhibit 10.22).
This agreement grants an exclusive right to manufacture and market products
embodying the University of Maryland technology in Mainland China, Taiwan and
Hong Kong, and is more fully described below.

(D) Employment Agreements. Upon the Merger, we entered into Employment
Agreements, as Employer, with Dr. Kennedy (filed herewith as Exhibit 10.23),
Mess'rs Green and Lowe (filed herewith as Exhibits 10.24 and 10.25 respectively)
and a Consulting Agreement with Mr. Franco (filed herewith as Exhibit 10.26).
Each of these agreements is for an initial term of two years, with renewals as
provided by their terms.

     o    Dr.  Kennedy  has been  employed as the Chief  Scientific  and Medical
          Officer of  Oncologix.  He will also serve as a member of the Board of
          Directors  of both the  Company  and  Oncologix.  He and has agreed to
          devote the approximate equivalent,  in number of hours, of two working
          days per week to the business of Oncologix and is to be paid an annual
          salary of  $240,000.  However,  his  responsibilities  to his  medical
          practice will have priority over his service to the Company.

     o    Mr. Green has been employed as Chairman and Chief Executive Officer of
          Oncologix. He will also serve as a member of the Board of Directors of
          both the Company and  Oncologix.  He is to be paid an annual salary of
          $180,000.

     o    Mr.  Lowe has been  employed  as the  President  and  Chief  Operating
          Officer of  Oncologix.  He will also serve as a member of the Board of
          Directors of Oncologix. He is to be paid an annual salary of $180,000.

     o    Mr.  Franco  has  been  engaged  as a  consultant  to  Oncologix  on a
          part-time  basis  (approximately  one  day  per  week)  pursuant  to a
          two-year Consulting Agreement, a copy of which has been filed herewith
          as Exhibit 10.26. He is to be paid an annual fee of $75,000.

All of the Employment Agreements and the Consulting Agreement contain two-year
covenants not to compete and typical provisions for the protection of
confidential information and ownership by the Company of inventions made by such
persons while engaged by the Company.


ITEM 2.01 Completion of Acquisition or Disposition of Assets

On July 26, 2006, the merger (the "Merger") contemplated by the Merger Agreement
was completed with the filing of a Certificate of Merger with the Secretary of
State of Nevada and Articles of Merger, merging JDA into Oncologix Corporation,
which is our wholly owned subsidiary.

As a result of the Merger and pursuant to the Merger Agreement, we are issuing
43,000,000 shares of our common stock to the holders of the common stock of JDA
at a rate of 4.78 shares of our stock for each share of JDA stock. All options
and warrants to acquire any stock of JDA have been terminated. Before the
Merger, approximately 47,097,953 shares of our common stock and 443,162 shares
of our preferred stock were outstanding. After the Merger 90,097,953 shares of
our common stock and the same number of shares of preferred stock are
outstanding. Upon the merger, 98,847,960 of our shares are outstanding, on a
fully diluted basis, which includes not only shares of common stock, but also
shares underlying outstanding shares of convertible preferred stock, warrants,
options and convertible debentures that could be exercised or converted into
shares of common stock.

Pursuant to the Merger Agreement, the following shares of our common stock
issued to the individuals named above have been placed in an escrow: Eighty per
cent (80%) of the shares issued to Dr. Kennedy and Mr. Franco respectively and


3




all of the shares issued to Messrs Green and Lowe respectively. Those shares are
to be released upon the occurrence of certain specified events, described under
Item 3.02, below. In addition, for as long as they are held in the escrow
pending those events, the escrowed shares of Dr. Kennedy and Mr. Franco are to
be available as collateral for fulfillment of their possible individual
indemnification obligations under the Merger Agreement.

We granted certain piggyback and demand registration rights to the shareholders
of JDA with respect to the shares of our stock issued to them.

We agreed to provide $4,000,000 to fund the Oncologix operations. Of that
amount, $350,000 had been previously advanced to JDA (as reported in our Current
Report on Form 8K filed March 23, 2006). An additional $400,000 was deposited to
the account of Oncologix at the Closing of the Merger and the remaining
$3,250,000 is to be deposited in installments over a period of six months after
the Closing. It should be noted by those reading this Report that if we fail to
provide those funds as agreed, we will be in default under the Master License
Agreement with the University of Maryland and such default could be grounds for
the termination of the Master License Agreement by the University.

We borrowed the funds for the initial $350,000 payment on a six-month
convertible promissory note from a non-affiliate (as reported in our Current
Report on Form 8K filed on March 23, 2006) who is believed to have been one of
our existing shareholders. The $400,000 deposited at the Closing was borrowed on
ninety-day notes, bearing interest at the rate of 10% per annum and convertible
into shares of our common stock at the price per share equal to the price set in
our forthcoming private offering of securities for the purpose of financing the
Merger; $200,000 from a husband and wife who are not affiliated with us and
$200,000 from Mr. Anthony Silverman, a member of our Board of Directors. We
expect to obtain funds to repay these borrowings and to make the additional
payments that are to be deposited for the Oncologix account from a private
offering to investors. Mr. Silverman has advised us that he does not intend to
convert his $200,000 note.


                  BUSINESS OF THE REGISTRANT AND ITS SUBSIDIARY

Significant Change in Direction.
The Merger represents a significant change in our direction and focus and
reflects a decision to enter the medical device industry. We are, however,
continuing to conduct our Internet related telephone business as described in
previous Annual and Quarterly Reports filed pursuant to the Securities Exchange
Act of 1934, as amended,


The Oncologix Business.

Background and History
Oncologix was formed on June 26, 2006 as a Nevada corporation to continue the
business previously conducted by JDA and is the surviving corporation in a
combination with JDA in the Merger.

JDA was organized as a Maryland corporation in 2003. JDA was founded by Andrew
S. Kennedy, MD, David Van Echo, MD, and Mr. Jeff Franco for the purpose of
commercially exploiting an innovative technology for treating soft tissue
cancers that improves upon current intravascular microsphere brachytherapy. Dr.
Kennedy and Dr. van Echo, together with others, invented that technology while
associated with the University of Maryland, Baltimore ("the University"), which
paid for the research and development effort and which owns the technology. In
September 2003, the University granted JDA the Master License Agreement that is
mentioned in Item 1.01, above, and further described below. Since that time,


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until the Merger, the activities of JDA were to participate in the development
of software ancillary to the licensed technology and to seek sources of
financing.

The Master License Agreement is the principal asset acquired from JDA in the
Merger. The University has applied for patents on the licensed technology which
are still pending. No patents have yet been issued and there is no assurance
that any patents will be issued. If the applications are denied, we will have no
legal protection for the intellectual property embodied in the technology and it
will become available to others.


Government Regulation
Our activities in the development, manufacture and sale of cancer therapy
products are and will be subject to extensive laws, regulations, regulatory
approvals and guidelines. Within the United States, therapeutic radiological
devices must comply with the U.S. Federal Food, Drug and Cosmetic Act, which is
enforced by the Food and Drug Administration ("FDA"). We are also required to
adhere to applicable FDA regulations for Good Manufacturing Practices, including
extensive record keeping and periodic inspections of manufacturing facilities.
Medical devices such as the Oncosphere cannot be used or sold unless they are
approved for specified purposes by the FDA. There are two levels of FDA
approval. The first is the granting of approval to test the device by
experimentation with human patients (called an Investigational Device Exemption
or "IDE"); the second is obtaining approval to market the device to the public
for the treatment of specified diseases (called Premarket Approval or "PMA").

Our business involves the importing, exporting, design, manufacture,
distribution, us and storage of beta and gamma emitting radioisotopes. Those
activities in the United States are subject to federal, state and local rules
relating to radioactive material promulgated by the Nuclear Regulatory
Commission ("NRC"), or states that have subscribed to certain standards and
local authorities. In addition, we must comply with NRC, state and U.S.
Department of Transportation requirements for labeling and packing shipments of
radiation sources to hospitals or others users of our devices. In order to
market our devices commercially, we will be required to obtain a sealed source
device registration from those subscribing states or the NRC.

Additionally, hospitals in the United States are required to have radiation
licenses to hold, handle and use radiation. Many hospitals and/or physicians in
the United States will be required to amend their radiation licenses to include
our isotopes before receiving and using them. Depending on the state in which
the hospital is located, the license amendment will be processed by the
responsible subscribing state department or agency or by the NRC.

Obtaining such registration, approvals and licenses can be complicated and time
consuming and there is no assurance that any of them can be obtained.


Plan of Operation
Our plans are to complete the development of, and to manufacture, and distribute
a medical device, a "microsphere", embodying the licensed technology. We expect
to market our version of a microsphere under the name, "Oncosphere". We plan
first to focus on liver cancers and then on other forms of soft tissue cancers.

We believe that the Oncosphere, embodying the innovative licensed technology,
improves upon chemotherapy, the currently standard treatment for treating soft
tissue cancers, as well as being an improvement over other microspheres in
current use in intravascular microsphere brachytherapy. A "microsphere" is a
radiation-emitting spherical object, approximately one-quarter the width of a
human hair, which, in an outpatient procedure, is implanted in the body of the
patient in sufficient quantities at the site of the cancer tumor.
"Brachytherapy" refers to the process of placing therapeutic radiation sources
in or near diseased tissue. "Intravascular" refers to the method of implanting


5




the microsphere through the blood stream. We believe that if and when the
Oncosphere reaches the public, we will be able to attain a leadership position
in a new and expanding brachytherapy market.

Our initial activity will be to complete the development of the Oncosphere and
to conduct the studies and tests necessary to obtain data in support of an
application to the FDA for authorization to conduct a clinical study of the
Oncosphere (an IDE) to provide data on its safety and effectiveness in support
of a PMA.

To obtain an IDE for the Oncosphere, we must first conduct a number of studies
and evaluations to collect information to support our application to the FDA.
This effort is expected to take between eighteen and twenty-four months. We
expect the $4,000,000 we have agreed to commit to this effort will be
sufficient, but we cannot be certain that costs will not exceed this amount and
we may have to seek additional financing.

Based on the previous experience of Oncologix management in the development of
radiation medical devices and obtaining FDA and radiation regulatory approvals,
we believe that we have or can readily obtain all of the resources necessary to
complete the required studies and evaluations. We intend to employ outside
contractors to perform various tasks and studies. While the required expertise
is highly specialized, it is available from a number of sources and no
difficulty is expected in identifying and engaging qualified contractors.

The estimated application and timing of expenditures for this effort are shown
in the following table:



- ----------------------- --------------------- -------------------- --------------------- --------------------
                         1st Quarter Fiscal   2nd Quarter Fiscal    3rd Quarter Fiscal   4th Quarter Fiscal
                                2007                 2007                  2007                 2007
- ----------------------- --------------------- -------------------- --------------------- --------------------
                                                                                        
Development                         $230,000             $610,000              $335,000             $135,000
- ----------------------- --------------------- -------------------- --------------------- --------------------
Other General Expenses

                                     354,000              309,000               319,000              319,000
                                     -------              -------               -------              -------
- ----------------------- --------------------- -------------------- --------------------- --------------------
Totals                              $584,000             $919,000              $654,000              $54,000
                                    ========             ========              ========              =======
- ----------------------- --------------------- -------------------- --------------------- --------------------



The necessary funds are expected to be raised by the Company in a private
placement of securities.

The work necessary to support an application to the FDA for an IDE is generally
divided into three phases, as follows.

Development Phase. This is the phase in which there is a definition of the
design, the overall process, and the manufacturing feasibility of the product.
At the end of this phase there is reasonable scientific and engineering
assurance that a design is feasible, that the processes to produce that design
are reproducible, and that the product as designed can be manufactured in
scalable quantities at reasonable costs. We are engaged in discussions with a
view to engaging the assistance of a contract manufacturer in this phase. We
will be able to begin Pre-Clinical Testing when this phase is completed, which
will be when:

     o    (A) A microsphere specification and design are defined that meet the
          user requirements as defined in the Product Requirements Document;

     o    (B) It is demonstrated that lots can be manufactured at pilot plant
          scale (i.e. in quantities large enough to support an animal study and
          a pivotal clinical study); and

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     o    (C) A preliminary manufacturing plan, based on reasonable assumptions,
          is completed based on data that support a commercially acceptable cost
          basis for commercial quantities.

Pre-Clinical Testing Phase. In this phase of the project the design is verified
against its "product (user) requirements" and the hazards of its use are
identified in a risk analysis, both based on the results of animal
experimentation. This testing is required by the FDA standards and European
Standards governing medical devices for initiation of a clinical trial and is a
necessary part of good engineering development and safety. These results will be
required to be included in the IDE submission to the FDA. The trial design and
final specifications should be based on discussions with and preliminary advice
from the FDA.

     o    The animal study will be the last pre-clinical test performed before
          the submission of the IDE to the FDA. The purpose of the animal study
          will be to:

     o    (A). Confirm that radiation effects from the microspheres result in
          the expected local effect in the liver, without adversely affecting
          other tissues or organs;

     o    (B), Document and describe any acute and chronic adverse events;

     o    (C). Document and describe the feasibility of the delivery of
          microspheres to the liver without "spilling over" or "drifting" to
          other places in the body where their effect would be harmful. This
          study is done by examining each organ of an animal that has been used
          to test the product; and

     o    (D). Document and describe the any potential liver toxicity.

     o    The end of this phase will be the completion of a report of an animal
          study that meets industry and scientific standards to support the
          submission of an IDE to the FDA requesting approval for a "pivotal
          clinical" trial.

Clinical Approval Phase. This is the phase in which the IDE submission is
compiled, submitted to the FDA, and an approval to start the "pivotal clinical
trial" is granted. The IDE can be compiled and submitted when the design
verification is completed in the Pre-Clinical Testing Phase. The FDA responds to
IDE submissions within 30 days with an approval, conditional approval, or
disapproval. An approval or conditional approval will allow us to begin the
treatment of patients in the "pivotal clinical trial".

This Clinical Approval Phase will be considered completed when the FDA letter
granting approval or conditional approval is received. Management estimates that
this will occur from eighteen months to two years after the Merger. If we are
successful, we will then have FDA consent to treat a group of patients on an
experimental basis and if successful in that effort, we will then be able to
request FDA approval to market the Oncosphere to all patients with specified
diseases under a PMA.

We anticipate the need for substantial additional financing at that time, as we
do not expect to generate any cash from operations during the intervening
period. We have not developed any plans for raising that financing. The form and
availability of the financing will depend on general and industry conditions at
the time.

Our other activities during that time are expected to include Dr. Kennedy's
participation in scientific presentations and papers informing the medical
profession and the hospital industry of the benefits of microarterial
brachytherapy in general and in training physicians in its application. As
progress is made, we will begin to develop manufacturing and marketing plans for
the Oncosphere. We will further plan to obtain financing for the necessary
personnel, facilities and other requirements for the conduct of a commercial
business.


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The Product
Soft tissue tumors are among the most difficult forms of cancer to treat. If not
cured by initial therapy, these tumors eventually become unresponsive to
chemotherapy and spread (metastasize) throughout the body. While there has been
some progress in recent years in treating these cancers with surgery and
chemotherapy, the five-year survival rates remain less than five percent. There
is a strong demand from patients and physicians confronting these types of
cancer for effective, easy-to-use therapies with acceptable side effects.

Currently the standard treatment for patients with advanced cancerous tumors is
chemotherapy, which is not specific to (does not discriminate as to) various
types of cancer and has side effects that damage or destroy many normal cells in
addition to the cancer cells. This may result in additional illness and even
death. High doses of chemotherapy have typically resulted in extended,
unpleasant and sometimes life-threatening hospital stays. Patients often require
expensive, intrusive medical attention before they recover and are discharged
home.

An alternative therapy, radiation, is most often administered by delivering a
beam from an external source through the patient's body and tumor. Because it
must travel in a straight line, normal tissues surrounding the tumor also
receive radiation and incur damage that can cause significant adverse side
effects.

Microsphere-based radiotherapy, a relatively recent form of therapy, solves both
the efficacy and toxicity issues for the patient. The microparticles that
comprise the microsphere have high doses of radiation attached and can deliver
radiation directly into the tumor, thus sparing nearby normal cells and blood
vessels. The element carrying the radiation is called Yttrium-90 (Y(90)), used
in the treatment of various types of cancer. Chemotherapy drugs can become
ineffective from a variety of defenses that cells treated with drugs will
sometime develop while radiation, on the other hand, if administered in high
enough doses, will usually kill cancerous cells. Therefore, if sufficient
quantities of microspheres can be delivered to the tumor, they will be effective
in killing the tumor, as there is not an adequate cellular "defense" against
radiation.

A sufficient supply of oxygen is a critical factor in destruction of the tumor
cell's DNA to be relatively quick and permanent. Radiation becomes much less
effective if there is a drop of oxygen in the region of the tumor (hypoxia), not
because the tumor cell has itself become unresponsive to radiation but because
the oxygen supply is insufficient to make the radiation damage to the tumor
permanent; or, in other words fatal for the tumor cell. Microspheres do not
cause hypoxia because only a relatively small number of spheres are infused and
therefore no reduction in the amount oxygen carried in the blood to the area it
is most needed to work in conjunction with radiation. Since normal cells in the
distribution of the blood vessel do not have their oxygen supply interrupted,
toxicity to the patient is reduced.

Another significant advantage of microsphere-based radiotherapy is that it is
administered in an outpatient procedure and most patients are able to return
home from four to six hours after treatment.

Treating physicians have additional, technical and professional considerations
in selecting from among available therapies. Physicians involved with
microsphere-based therapy are usually specialized as medical oncologists,
radiation oncologists and interventional radiologists.

The medical oncologist, often the first specialist to meet the patient, is
crucial in the management and overall cancer treatment for each patient and is
typically responsible for the general oncologic treatment of the patient and for
referring the patient to other specialists. Oncologists usually prescribe a
variety of chemotherapies in an effort to combat the growth and spread of the
cancer. They often request other treatments provided by and coordinate teamwork
by surgeons, radiation oncologists, and interventional radiologists. The medical
oncologist will generally request one of the following therapies for soft tissue
tumors:


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     Type of Therapy                                   Administered by
     ---------------                                   ---------------

     Chemo-embolization              (Trans Arterial Interventional Radiologist
     Chemo Embolization)

     External Beam Radiation                         Radiation Oncologist
     Brachytherapy                                   Radiation Oncologist
     Intra-Arterial Radioembolization                Interventional Radiologist


Medical oncologists generally select a form of therapy on the basis of available
data relating to patient outcomes from actual experience. There are presently no
definitive data supporting the efficacy of micro-arterial brachytherapy in
cancer treatment. Medical oncologists are therefore not likely to select this
therapy for their patients. However, they often defer to radiation oncologists
or surgeons in making decisions involving the use of such new treatments as
microsphere-based therapy. Radiation oncologists and surgeons generally become
among the first to be aware of newer therapies, as they are usually first
marketed to them, as is expected to be the case with microsphere-based therapy.
Furthermore, it is anticipated that several studies will become available
documenting the effectiveness this therapy as the use of microsphere-based
therapy increases, as expected, over the next several years.

Radiation oncologists are usually the first sub specialists that patients meet
after meeting with the medical oncologist. Radiation oncologists and nuclear
medicine physicians are the only physicians that are legally authorized to
administer therapeutic radiation and isotopes by the Nuclear Regulatory
Commission (NRC). Microspheres containing radiation are classified as a sealed
source of radiation, and are thereby considered a brachytherapy device.
Radiation therapy is typically a very exact physical science that can determine
precisely where radiation beams and isotopes will go, or have gone, in treating
tumors deep in any part of the body. Radiation oncologists are reluctant to
administer microspheres without knowing exactly where the radiation will go in
the body and in what quantities. Until recently, there has been no radiation
dose planning software or other tool to assist radiation oncologists in
microsphere therapy. However, there is presently under development a specialized
software "tool" that facilitates generating radiation treatment plans, typically
based on raw data from CT scanners. We are contributing efforts to this
development.

Interventional radiologists use catheters to deliver medication or devices
directly to tumors through the body's circulatory system. These catheters are
used by interventional radiologists to access the main arteries leading to
tumors. As a group they are believed to be the most receptive to
microsphere-based radiotherapy as it gives them a new treatment option for
patients, and a new service to provide their departments and hospitals. Since
interventional radiologists are crucial to the acceptance of this technology,
the Company intends to give special attention to interventional radiologists in
its future marketing efforts.

Microsphere-based cancer therapies deliver 150 times the radiation dose of
existing therapies directly into tumors. Based on industry information, we
believe that these microsphere-based therapies have extended the lives of
patients by an average of 10.5 months and some patients are still thriving 14
months after treatment. These patients were selected from among a group for
which standard and salvage chemotherapy regimens and surgery have already failed
and who have, typically, a matter of weeks or months to live at the most.

Substantial problems with existing microsphere-based therapies, however, have
kept them from being widely adopted. These include:

(1) Limited and Costly Production - The radioactive isotope must be physically
"baked in" to the spheres at a nuclear reactor, which is an expensive
manufacturing process;


9



(2) Fixed Dosage - Because the isotope is "baked in" to the microspheres, there
is only one pre-set dosage level, which prevents physicians from tailoring the
dosage to the specific needs of the patient; and

(3) Inability to Track the Microspheres - Physicians cannot track the path of
the microspheres from injection to the tumor and are therefore unable to
ascertain the location of the microspheres in the body of the patient.

We believe that if and when it is approved by the FDA the Oncosphere will
provide a solution to the problems with existing microsphere therapies. Rather
than being manufactured with complex, central nuclear reactors, the Oncosphere
will be assembled with the use of chemical processes made possible by recent
advances in polymers and small molecule chemistry that permit the effective
binding of highly radioactive isotopes to the microparticles that make up the
Oncosphere. The use of chemical processes instead of "pre-baking" is expected to
result in numerous highly desirable features that will provide competitive
advantages, including:

(1) An ability to produce the Oncosphere devices in greater quantities and at
much lower costs than existing microsphere-based therapies.

(2) An ability to tailor the dosage of the Oncospheres to each patient's
individual needs.

(3) An ability to use computer software to track the location of the
microspheres in the patient's body and to confirm the delivered dose.

(4) The availability of adequate documentation to facilitate proper insurance or
Medicare reimbursement for use of the therapy.

We believe that these advantages will be realized for the following reasons:

(1) The Oncosphere's manufacturing process, chemically bonding the isotope to
the sphere, is less expensive than currently used processes because it requires
only standard chemical laboratory equipment rather than the reactor equipment
necessary to activate the material through ion bombardment. Because of the
limited size of the reactor chamber required for currently used processes, this
factor will also permit processing in larger batch sizes.

(2) The polymer microsphere that is the basis for the Oncosphere has a more
consistent size range than currently used products and therefore the radiation
dose can be more accurately controlled. As a result, the dose for Oncospheres
can be tailored to each patient's individual disease in order to optimize the
distribution of microspheres and dose.

(3) While there is currently no commercial software that can provide an
oncologist with the ability to prepare a pre-treatment plan or post-treatment
verification of microsphere delivery, software currently under development by
the Company and two other firms will, we believe, provide the ability to do
pre-treatment planning for any microsphere product using yttrium-90 (the element
used in brachytherapy) or for which they know the dose kernel (dosimetry).
However, The Oncosphere has a gamma (photon) emitting component, which affords
the capability of locating the spheres in the patient's body. This is
significant because the beta isotope that actually kills the cancer cells cannot
be seen outside the body. While we believe that while the addition of a gamma
component is possible with other microspheres, the process for doing so are
covered by patent applications filed by the University of Maryland and will be
protected by any patents that may be issued. There is, of course, no assurance
that any patent will be issued or that if it is, it will afford the degree of
protection that we expect.

(4) We believe that because the Oncosphere technology allows for post treatment
verification, its use will provide physicians and hospitals with the data
necessary to support requests for payment by insurance companies and Medicare
for additional services.


10



Competition
We are aware of several companies that have developed microsphere-based products
to address soft tissue cancers:

MDS Nordion is a Canadian company with approximately $1.5 billion a year in
revenue. Its microsphere product is named "Therasphere". The FDA approved
Therasphere for limited use under a Humanitarian Device Exemption (HDE) on
December 10, 1999. We believe that Nordian is attempting to collect the patient
data from patients treated under the HDE approval to support the submission of a
request to the FDA for a PMA. We understand that approximately 200 doses of
Therasphere were administered in 2002.

Sirtex is an Australian company with approximately $11,000,000 in assets. Its
microsphere product is named "SIR-Spheres". The FDA approved a PMA for
SIR-Spheres on March 5, 2002 for treatment of colorectal cancer metastases in
the liver concurrently with chemotherapy administered into the liver directly by
means of a hepatic arterial pump. Approximately 400 doses of the SIR-Spheres
were administered in the year 2003, 900 doses in the year 2004 and 2,500 doses
in the year 2005 worldwide.

pSivida, a British development stage company, has developed a competing
brachytherapy product that is injected directly into solid tumors. This
technique does not compete directly with JDA-Spheres, but is intended to treat
some of the same diseases as microspheres. pSivida is publicly traded under
symbol PSDV on the NASDAQ exchange.


Marketing Strategy
We believe that we will not be able to enter the market until approximately the
year 2010. Until then, our efforts will consist of informing the medical
profession and the hospital industry about microarterial brachytherapy and
training physicians in its application. We expect these activities to be carried
on primarily through the efforts of Andrew S. Kennedy, MD, one of the founders
of JDA and now a director of both Oncologix and BestNet Communications Corp.,
the parent corporation of Oncologix, and the Chief Scientific and Medical
Officer of Oncologix.

An important factor influencing physicians' decisions in selecting forms of
therapy is the availability of reimbursement by insurance companies and
Medicare. Presently, physicians and hospitals using similar products are
reimbursed at the rate of $14,000 per dose. Based on our preliminary analyses,
we expect to be able to make each dose at a cost of not more than $4,000. It is
expected that each physician will be able to administer from two to four doses
per week. In view of the complex nature of the disease and the expertise
involved in treating the patient, it is anticipated that most of the procedures
will initially be conducted by a few highly experienced medical teams, commonly
referred to as "centers of excellence". Our initial product marketing effort
will focus on soliciting premier institutions and clinics to emphasize
microsphere therapy in their practice. We anticipate that within two years of
the initial product launch, approximately fifty medical centers will be
performing the procedure regularly, each administering 100 doses annually (5,000
doses in total). This would result in gross revenue of approximately
$70,000,000. It is believed that there are more than 130,000 patients with the
characteristics of this disease in the US alone. We believe that each patient
will be eligible for two to six treatments with the Oncosphere over their
lifetimes. This is due to two primary factors:

     o    (1) The ability with the Oncosphere to track the placement of the
          isotopes when they are embedded in the patient's tumor; and

     o    (2) The delivery of a smaller number of spheres in each dose compared
          to other products, thus allowing more physician flexibility in
          prescribing the amount of spheres (and subsequently, radiation dose)
          delivered during a single treatment.

Thus, repeat treatments are feasible if larger tumors do not completely respond
to the first treatment, or if new tumors should grow in the liver. Physicians
(especially radiation oncologists) regularly administer follow-on doses, or
"fractionated" doses, rather than all at once in an effort to control the tumor
growth incrementally.


11




The American Cancer Society's annual report shows that overall death rates from
pancreas and liver cancer (two of the types we intend to target) are increasing
and that the market we intend to pursue appears to be stable, with some sectors
growing at a rate of approximately 3-5% annually.

Readers of this Report should bear in mind, however, that our entry into the
market is a number of years in the future and that present insurance
reimbursement rates, manufacturing costs and other factors influencing our
business may change during that period. They should further consider that during
that time, new products could emerge that could afford better results at lower
cost than the Oncosphere.


Software
Currently, there is no available software that provides an oncologist with a
pre-treatment plan or post-treatment verification of microsphere delivery.
Certain software now under development by Oncologix and associated companies is
expected to provide the capability for pre-treatment planning for any
microsphere using yttrium-90 or other radioactive isotope whose dose kernel
(radiation dosimetry) has been determined. However, post-treatment dose
verification will be available only for microspheres having a gamma (photon)
emitting component. The Oncosphere has a gamma-emitting component that can be
measured analyzed with the use of this software. We believe that when and if
issued, the patents pending on the Oncosphere technology will cover that
gamma-emitting feature.


The Master License Agreement
The business of Oncologix is made possible by the Master License Agreement
("License"), effective September 16, 2003, between Oncologix's predecessor, JDA,
and the University. The following description of the License is incomplete and
is qualified in every respect by the full text thereof, as amended, which is
filed as an Exhibit to this Report.

We have the exclusive worldwide right to make, have made, use, lease, offer to
sell, sell and import products based on the technology embodied in the
Oncosphere, generally known as "Instant Microspheres for Microarterial Imaging
and Radiotherapy", subject to the terms of the License, including certain
reservations of rights (which we do not believe are material) in the University
and the U.S. Government. We may grant sublicenses and assign our rights under
certain conditions.

The continuation of the License is subject to termination if we fail to perform
under certain requirements of the License, including:

     o    Making certain reports of our activities to the University;

     o    Having applied for an IDE from the FDA not later than September 16,
          2008;

     o    Having obtained a PMA from the FDA not later than September 16, 2011;

     o    Having completed the $4,000,000 funding for the Oncologix operations
          as described above in this Report;

     o    Make the following lump sum payments (in addition to payments already
          made): $25,000 upon the commencement of a Clinical Trial of a licensed
          product in any country other than the U.S. or filing an application
          with the FDA for an IDE, $50,000 three months after FDA approval of a
          PMA, $50,000 upon receipt of a PMA from the FDA, $100,000 upon any
          future change in control of Oncologix, and $200,000 at the end of the
          first calendar year in which Net Sales of Oncospheres exceeds
          $5,000,000. Royalties are to be paid on a country-by-country basis.


12




     o    Reimburse the University for legal fees paid to patent counsel in
          connection with the licensed technology;

     o    Pay royalties as follows: 2.5% of Net Sales on a semi-annual basis but
          a minimum of $10,000 for each year after commercial sales begin, and
          25% of royalties received by us from sublicensees, subject to various
          adjustments and qualifications contained in the License.

We are also obligated to indemnify the University against certain expenses as
provided in the License, as amended.

We have granted an exclusive sublicense under the License to Fountain
Pharmaceuticals, Inc., a Delaware corporation, for China, Taiwan and Hong Kong.
The provisions of the sublicense generally mirror those of the License; the
royalty rate thereunder is three percent (3%). A copy of the sublicense is filed
herewith.


Intellectual Property Protection
We intend to rely on patent laws, software security measures, license agreements
and nondisclosure agreements to protect our exclusive rights under our Master
License Agreement with the University. Although patents have been applied for
the technology underlying the Oncosphere, no patent has yet been granted and
there is no guarantee or assurance that any will be granted or that that
technology will be patentable.

While there will be no legal protection for the software described above, the
technology that includes the capability of using it to advantage is covered by
the pending University patent applications.

Research and Development
Although Dr. Andrew S. Kennedy was one of the inventors of the Oncosphere
technology, he and his co-inventors were, at the time, associated with the
University, which bore the expense of research and development and is the owner
of the technology. We believe that the actual cash expense was approximately
$200,000 without including the value of the time spent by the inventors. JDA has
paid $10,000 as a contribution to the expense of the development by another
company of the Software described above. Our plans for funding continued
research and development are reflected in the budget described under "Plan of
Operation".


Employees
We intend to engage outside contractors and consultants during the development
phases described under "Plan of Operation". During that time, our only employees
will be the three officers of Oncologix; Dr. Andrew S. Kennedy (on the
equivalent of two days per week basis) and Mess'rs Andrew Green and Adam Lowe.
Financial, accounting and administrative functions will be performed by Mr.
Michael Kramarz, the Chief Financial Officer of BestNet Communications Corp.,
the Parent company. See "Management". We plan, however, to hire people for the
conduct of clinical trials.


Property
There are presently no facilities for Oncologix; its officers now work from
their homes. We intend, however, to seek leased office facilities in the Atlanta
area for our executive officers and shared space in Gary, North Carolina, for
technical work. While there are now no lease commitments, we anticipate that our
total lease charges will be approximately $3,000 per month. These facilities
would be in addition to the Company's principal offices in Grand Rapids,
Michigan and its operations facility in Toronto, Ontario, as described in the
Company's Annual Report on Form 10KSB.


13



Risk Factors
Those interested in investing in the Company because of the Merger should
carefully consider the following Risk Factors pertaining to Oncologix as well as
the risks and uncertainties that are described in the Company's most recent
Annual and Quarterly Reports under the Securities Exchange Act of 1934.

Going Concern Qualification. Our Independent Accountants have expressed doubt
about our ability to continue as a going concern. The ability to continue as a
going concern is an issue raised as a result of the material operating losses
incurred since inception, and its stockholders' deficit. We expect to continue
to experience net operating losses. Our ability to continue as a going concern
is subject to our ability to obtain necessary funding from outside sources,
including obtaining additional funding from the sale of our securities or
obtaining loans from various financial institutions where possible. The going
concern increases the difficulty in meeting such goals.

Need for Additional Capital. We will need substantial funds to complete the
development, manufacturing, and marketing of our potential future products.
Consequently, we will seek to raise further capital through not only possible
public and private offerings of equity and debt securities, but also
collaborative arrangements, strategic alliances, and equity and debt financings
or from other sources. We now estimate the need to raise at least $10,000,000 of
additional funding by the end of 2008 to fund working capital. We may be unable
to raise additional capital on commercially acceptable terms, if at all, and if
we raise capital through additional equity financing, existing shareholders may
have their ownership interests diluted. Our failure to be able to generate
adequate funds from operations or from additional sources would harm our
business.

Uncertainties Regarding Healthcare Reimbursement and Reform. Our ability to
commercialize products depends in part on the extent to which healthcare
services and products are paid by governmental agencies, private health insurers
and other organizations, such as health maintenance organizations, for the cost
of such products and related treatments. Our business could be harmed if
healthcare payers and providers implement cost-containment measures and
governmental agencies implement measures that reduce payment to our customers
for their use of our products.

Industry Intensely Competitive. The medical device industry is intensely
competitive. We will compete with both public and private medical device,
biotechnology and pharmaceutical companies that have been established longer
than we have, have a greater number of products on the market, have greater
financial and other resources and have other technological or competitive
advantages. We also compete in the development of technologies and processes and
in acquiring personnel and technology from academic institutions, government
agencies, and other private and public research organizations. We cannot be
certain that one or more of our competitors will not receive patent protection
that dominates, blocks or adversely affects our product development or business;
will benefit from significantly greater sales and marketing capabilities or will
not develop products that are accepted more widely than ours.

Intellectual Property Risk. Our ability to obtain and maintain patent and other
protection for our products will affect our success. We have exclusive licenses
to technologies subject to patent applications in the U.S. and four foreign
countries. The patent positions of medical device companies can be highly
uncertain and involve complex legal and factual questions. Our patent rights, if
granted, may not be upheld in a court of law if challenged. Our patent rights
may not provide competitive advantages for our products and may be challenged,
infringed upon or circumvented by our competitors. We cannot patent our products
in all countries or afford to litigate every potential violation worldwide.
Because of the large number of patent filings in the medical device and
biotechnology field, our competitors may have filed applications or been issued
patents and may obtain additional patents and proprietary rights relating to
products or processes competitive with or similar to ours. We cannot be certain


14




that U.S. or foreign patents do not exist or will not issue that would harm our
ability to commercialize our products and product candidates.

Possible Failure to Comply with Government Regulations. We, and any prospective
contract manufacturers and suppliers are subject to extensive, complex, costly,
and evolving governmental rules, regulations and restrictions administered by
the FDA, by other federal and state agencies, and by governmental authorities in
other countries. In the United States, our products cannot be marketed until
they are approved for market by the FDA. No application for FDA approval for the
marketing of the Oncosphere has yet been made and we do not expect to be in a
position to do so for approximately eighteen months to two years. Obtaining FDA
market approval involves the submission, among other information, of the results
of preclinical and clinical studies on the product, and requires substantial
time, effort and financial resources. The FDA, and other federal and state
agencies, as well as equivalent agencies of other countries with whom we will
export our products, will also perform pre-licensing inspections of our
facility, if any, and our contract manufacturers' and suppliers' facilities. Our
failure or the failure of our contract manufacturers or suppliers to meet FDA or
other agencies' requirements would delay or preclude our ability to sell our
products potentially having an adverse material effect on our business. Even
with FDA market approval, we, as well as our partners, contract manufacturers
and suppliers, are subject to numerous FDA requirements covering, among other
things, testing, manufacturing, quality control, labeling and continuing review
of medical products, and to permit government inspection at all times. Failure
to meet or comply with any rules, regulations, or restrictions of the FDA or
other agencies could result in fines, unanticipated expenditures, product
delays, non-approval or recall, interruption of production, and criminal
prosecution.

Exposure to Product Liability Claims. Our design, testing, development,
manufacture, and marketing of products involve an inherent risk of exposure to
product liability claims and related adverse publicity. Insurance coverage is
expensive and difficult to obtain, and, in the future we may be unable to obtain
coverage on acceptable terms, if at all. If we are unable to obtain sufficient
insurance at an acceptable cost or if a successful product liability claim is
made against us, whether fully covered by insurance or not, our business could
be harmed.

Exposure to Environmental Risks. Our business involves the controlled use of
hazardous materials, chemicals, biologics, and radioactive compounds.
Manufacturing is extremely susceptible to product loss due to radioactive,
microbial, or viral contamination; material equipment failure; or vendor or
operator error; or due to the very nature of the product's short half-life.
Although we believe that when we become operational, our safety procedures for
handling and disposing of such materials will comply with state and federal
standards there will always be the risk of accidental contamination or injury.
In addition, radioactive, microbial, or viral contamination may cause the
closure of the respective manufacturing facility for an extended period of time.
By law, radioactive materials may only be disposed of at state-approved
facilities. If we were to become liable for an accident, or if we were to suffer
an extended facility shutdown, we could incur significant costs, damages, and
penalties that could harm our business.

Reliance on Key Personnel. Our success will depend, to a great extent, upon the
experience, abilities and continued services of our executive officers and key
scientific personnel. If we lose the services of any of these officers or key
scientific personnel, our business could be harmed. Our success also will depend
upon our ability to attract and retain other highly qualified scientific,
managerial, sales, and manufacturing personnel and our ability to develop and
maintain relationships with key individuals in the industry. Competition for
these personnel and relationships is intense and we compete with numerous
pharmaceutical and biotechnology companies as well as with universities and
non-profit research organizations. We may not be able to continue to attract and
retain qualified personnel.

Uncertain Value of Our License from the University. Although we believe that the
patent pending on our licensed technology has significant value, we cannot be
confident that other similar technology does not exist or will not be
discovered, or that any patents, if granted, will be enforceable.


15



Uncertainty as to our Ability to Initiate Operations and Manage Growth. Our
efforts to commercialize our medical products will result in new and increased
responsibilities for management personnel and will place a strain upon our
management, financial systems, and resources. We may be required to continue to
implement and to improve our management, operating and financial systems,
procedures and controls on a timely basis and to expand, train, motivate and
manage our employees. There can be no assurance that our personnel, systems,
procedures, and controls will be adequate to support our future operations.


Item 3.02 Unregistered Sale of Equity Securities.

In consideration of the Merger described above, we issued 43,000,000 shares of
our common stock to the shareholders of JDA. This transaction was not registered
under the Securities Act of 1933 (the "Act") in reliance on the exemption from
registration afforded by section 4.2 of the Act, and Regulation D promulgated
thereunder. The shares were issued to a total of __ persons, including four
executive officers of Oncologix, one major educational institution of the state
of Maryland and __ others, all of whom were determined to be Accredited
Investors as defined under the Act in reliance on written information provided
by them to us. All of the shares so issued are restricted as to transfer unless
registered under the Act or an exemption from such registration is available
under any of its provisions and we are furnished with a written opinion of
counsel to that effect. The certificates evidencing all of the shares contain a
legend to that effect and the records of our stock transfer agent have been
marked accordingly.

Under the terms of the Merger Agreement, we agreed to use our best efforts to
register up to 500,000 of the shares for resale under the Act six months after
the Closing of the Merger. None of the holders of those 500,000 shares are owned
by the officers, directors or major shareholders of JDA.

Eighty percent of the shares that were issued to Andrew s. Kennedy, MD, and to
Mr. Jeff Franco, and all of the shares issued to Mess'rs Andrew Green and Adam
Lowe have been placed in an escrow for the purposes described below. Dr Kennedy
and Mr. Franco were officers and directors of JDA prior to the Merger. Dr
Kennedy has been elected as a member of our Board of Directors and is employed
as the Chief Scientific and Medical Officer of Oncologix (a position to which he
will devote approximately 40% of his working time that does not conflict with
his practice medicine, which he is continuing). Mr. Franco was an officer and
director of JDA and has been engaged as a part-time consultant to Oncologix for
a period of two years.

The shares placed in the escrow will be released to their respective owners as
each of the three development phases described above haven been attained, as
follows: Twenty-five percent (25%) of the escrowed shares will be released upon
achievement of the Development Phase; Thirty-one and one-quarter percent
(31.25%) of the escrowed shares will be released upon achievement of the
Pre-Clinical Testing phase; and All of the remaining shares (forty.-three and
three-quarters percent (43.75%)) will be released upon achievement of the
Clinical Approval Phase.

If, however, any of the objectives have not have been achieved on or before the
sixth anniversary date of the Closing under this Agreement, any of the shares
that have not been released shall be returned to the Company and restored to the
status of authorized but unissued shares of our common stock. While they remain
in the escrow, the shares belonging to Dr. Kennedy and Mr. Franco will be
available to compensate the Company for damages arising out of a breach of the
representations and warranties made by JDA and Dr. Kennedy and Mr. Franco in the
Merger Agreement.


16



ITEM 5.02  Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers

Note: in the following, the "Parent" refers to BestNet Communications Corp., the
Registrant and "Oncologix" refers to Oncologix Corporation, its wholly owned
subsidiary.

None of the officers and directors of the Parent have departed. The following
persons have been elected to the positions indicated.

Andrew Green - a Director of the Parent and as a Director and Chief Executive
Officer of Oncologix.

Andrew S. Kennedy, MD - a Director of the Parent and as a Director and Chief
Scientific and Medical Officer of Oncologix.

Steven Kurtzman, MD - a Director of Oncologix. Dr. Kurtzman is also an advisor
to the Parent.

Adam Lowe - a Director, President and Chief Operating Officer of Oncologix.

Stanley L. Schloz, a Director and Chief Executive Officer of the Parent, and
Barry Griffith, a Director of the Parent, have been also elected as Directors of
Oncologix.

Michael Karmarz, Chief Financial Officer and Secretary of the Parent, has also
been elected as Chief Financial Officer and Secretary of Oncologix.


The respective ages and backgrounds of those of the above who are officers or
Directors of the Parent are disclosed in the Parent's most recent Annual Report
filed under the Securities Exchange Act of 1934. That information with respect
to the newly elected offices and Directors of the Parent and of Oncologix are as
follows:

Andrew Kennedy, MD, (age 42), was a Founder of JDA and became a Director of both
the Parent and Oncologix and Chief Scientific and Medical Officer of Oncologix
upon the Merger, and is expected to serve on the equivalent of a two-day per
week basis. The major part of his time and efforts will continue to be applied
to his position as co-medical director for Wake Radiology Oncology Services in
Cary, North Carolina, where he has been since 2002 and where his primary
activity is providing patients with treatments for cancer, specializing in
gastrointestinal cancers, as well as cancers of the breast, lung and cervix.
From 1997 until 2002, he was an associate professor in the Radiation Oncology
and head of GI radiation oncology at The University of Maryland School of
Medicine, and Residency program director. He is an internationally known
radiation oncologist He has given numerous presentations on radiation therapy
for the treatment of colorectal and liver cancer, and was instrumental in
reintroducing an important new treatment for liver cancer, called infusion of
microspheres, which offers hope to patients who have not had success with
chemotherapy. He developed the most commonly used protocol in the US for
infusion of microspheres and is the recipient of more than $900,000 in research
grants to further investigate this and other cancer treatments. He has written
many peer-reviewed scientific papers, articles, book chapters and abstracts on
radiation oncology and has been invited to give presentations on radiation
therapy for GI cancers and infusion of microspheres at the premier medical
conferences in the United States, Asia and Europe. He is a graduate of Loma
Linda School of Medicine, in Loma Linda, California, and completed his residency
at The University of North Carolina at Chapel Hill, where, as chief resident,
and later a research fellow, he completed significant work in three-dimensional
treatment planning (3D external beam radiation therapy) and radiobiology
research.


Andrew M. Green (age 37) became a Director of both the Parent and Oncologix and
Chairman and Chief Executive Officer of Oncologix upon the Merger. He had been a
consultant to JDA from May 2006 until the Merger. Previously, since June 2005,


17




he and Mr. Adam Lowe (see below) were employed by NeoMedica, LLC, a consulting
group owned by them, that specialized in executive level medical device
consulting for clients that included early stage ventures dealing with Class III
devices involving cardiology, ophthalmology, orthopedics, and electrophysiology.
Prior to that, from 1996 until 2005, he was employed by the Novoste Corporation
(a publicly traded medical device company) in obtaining approval of its
intravascular brachytherapy device through the various medical device and
radiation regulatory agencies throughout the world. His final position with
Novoste was as a corporate officer with responsibility for Regulatory Affairs,
Clinical Affairs, Quality Assurance and New Technology/Business Development.
From 1993 until his employment with Novoste, he was employed as a Scientific
Reviewer/Biomedical Engineer for the FDA, where he was responsible for the
review of scientific, technical, pre-clinical and clinical data submitted in
support of the safety and effectiveness of both interventional and general
cardiovascular devices. He holds a BS degree in Biological Sciences and an MS
degree in Bioengineering, both from Clemson University, where his research
focused on characterization and use of materials in a biological environment. He
also served in the US Army as a Field Combat Medical Specialist.


Adam G. Lowe (age 43) became a Director of Oncologix and President and Chief
Operating Officer of Oncologix upon the Merger. He had been a consultant to JDA
from May 2006 until the Merger. Previously, since June 2005, he and Mr. Andrew
Green (see above) were employed by NeoMedica, LLC, a consulting group owned by
them, that specialized in executive level medical device consulting for clients
that included early stage ventures dealing with Class III devices involving
cardiology, ophthalmology, orthopedics, and electrophysiology. Prior to that,
from 1999, he was employed by the Novoste Corporation (a publicly traded medical
device company) as a corporate officer in the areas of Quality Assurance,
Regulatory Affairs and Operations dealing with Class II and III devices focused
on cardiology, oncology, radiology, and urology. Before his employment by
Novoste, he was employed by C.R. Bard, Inc. from 1988 until 1981 and again from
1993 until 1999in various quality assurance positions in the areas of oncology,
radiology and urology with his last being as Vice President of Quality. He was
employed by Johnson & Johnson from 1991 until 1993. He holds a BS-Materials
Science and Engineering degree with a concentration in polymer science from
North Carolina State University.


Steven Kurtzman (age 44) became a director of Oncologix upon the Merger. He has,
since December 2005 been an advisor to the Parent and has been since January
2006 on the Advisory Board of IsoRay Medical, Inc. a publicly traded company
that manufactures and markets radiation devices for brachytherapy primarily for
the treatment of prostrate cancer. He has, since 1998, been practicing medicine
in San Francisco, California, specializing in radiation oncology. He is
currently the Director of Brachytherapy for Western Radiation Oncology, P.C. He
is considered an expert in the management of prostate cancer and has lectured on
and taught prostate brachytherapy nationally. He holds a BA from Cornell
University and is a graduate of Case Western Reserve University School of
Medicine. He completed his residency training in radiation oncology at the
Hospital of the University of Pennsylvania.


Executive Compensation

Summary Compensation Table for New Oncologix Officers
The following table shows the compensation for the officers of Oncologix as
approved for the next two years pursuant to Employment Agreement between the
Company and the respective officers.


18





                                        Annual                   Long Term Compensation
- ---------------------------------------------------------------------------------------------------------------------------------
                                                 Compensation Awards                                 Payouts
- ---------------------------------------------------------------------------------------------------------------------------------

                                                                      Restricted   Securities
                                                                       Stock       Underlying         LTIP           All Other
Name and Principal Position         Year         Salary        Bonus   Awards      Options/SARs       Payouts       Compensation
                                                   ($)          ($)     ($)            (#)             ($)              ($)
                                                                                                    
Andrew Green, Chief                 2006         180,000         0       0           125,000            0                0
Executive Officer

Adam Lowe, Chief                    2006         180,000         0       0           125,000            0                0
Operating Officer

Andrew Kennedy, Chief               2006         240,000         0       0                 0            0                 0
Medical Officer


Securities Ownership of Certain Beneficial Owners and Management
The following table shows the ownership of the Company's voting stock by
officers, directors and holders of 5% or more of the outstanding stock after
giving effect to the issuance of the Company's common stock upon the Closing of
the Merger described above in this Report.


Name and Address                                 Amount and Nature             Percent
Of Beneficial Owner (1)                        of Beneficial Owner (2)(3)    of Class (3)
- -----------------------                        --------------------------    ------------

Michael A. Kramarz                                   155,000(4)                 *

Kelvin C. Wilbore                                    155,860(5)                 *

Stanley L. Schloz                                    986,695(6)                  1.09

Barry Griffith                                       74,133(7)                  *

Anthony Silverman                                    4,171,653(8)                4.58%

Andrew Kennedy                                       13,949,738(9)              15.48%

Jeff Franco                                          13,949,738(10)             15.48%

Andrew Green                                         3,761,790(11)               4.18%

Adam Lowe                                            3,761,790(12)               4.18%

All directors and executive officers
as a group (5 persons)                               26,860,799(13)             29.41%

*    Less than 1% Amounts and percentages in the table are based upon 90,097,953
     shares of Common Stock outstanding.



19



(1) Unless otherwise noted, the address of each holder is 2850 Thornhills Ave.
SE, Suite 104, Grand Rapids, Michigan 49546.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from July 21, 2006 through the exercise of any option,
warrant or other right. Shares of Common Stock subject to options, warrants or
rights which are currently exercisable or exercisable within 60 days are deemed
outstanding solely for computing the percentage of the person holding such
options, warrants or rights, but are not deemed outstanding for computing the
percentage of any other person.

(3) Outstanding as of July 26, 2006.

(4) This amount represents 155,000 vested stock options.

(5) This amount represents 155,860 vested stock options.

(6) This amount represents 95,000 vested stock options and direct ownership of
734,992 shares of Company's common stock and indirect ownership of 156,703
shares of common stock owned by Katsinam Partners LP, of which Mr. Schloz is a
7.843% owner.

(7) This amount represents 74,133 vested stock options

(8) This amount represents direct ownership of 73,333 vested stock options
direct ownership of 2,918,400 shares of the Company's common stock, direct
ownership of 150,000 warrants to purchase the Company's common stock and direct
ownership of 670,417 shares of common stock underlying a convertible promissory
note; indirect ownership of 352,447 shares of the company's common stock and
7,056 warrants to purchase the Company's common stock owned by Katsinam
Partners, LP, of which Mr. Silverman is a 17.64% shareholder.

(9) This amount represents 13,949,738 restricted shares of the Company's common
stock.

(10) This amount represents 13,949,738 restricted shares of the Company's common
stock.

(11) This amount represents 3,761,790 restricted shares of the Company's common
stock.

(12) This amount represents 3,761,790 restricted shares of the Company's common
stock.

All of the persons listed above, with the exception of Jeff Franco, are either
officers or directors of BestNet Communications Corp. or of Oncologix or both.


ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

To be filed by amendment.

(b) Pro Forma Financial Information

To be filed by amendment.

20



(c) Exhibits
    --------

Exhibit            Title
- -------            -----


Exhibit 10.20    Agreement of Merger and Plan of Reorganization by and among
                 BestNet Communications Corp., Oncologix  Corporation,
                 JDA Medical Technologies Inc. and the Principal Shareholders
                 and the Executive Shareholders of JA Medical Technologies, Inc.

Exhibit 10.21    Master License Agreement with the University of Maryland, as
                 amended

Exhibit 10.22    To be filed by Amendment.

Exhibit 10.23    Employment Agreement with Dr. Kennedy

Exhibit 10.24    Employment Agreement with Mr. Green

Exhibit 10.25    Employment Agreement with Mr. Lowe

Exhibit 10.26    Consulting Agreement with Mr. Franco


21




SIGNATURES



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

                                         BestNet Communications Corporation


                                    By: /s/  Stanley L. Schloz
                                             -----------------------------------
                                             Stanley L. Schloz
                                             President

                                    By: /s/  Michael A. Kramarz
                                             -----------------------------------
                                             Michael A. Kramarz
                                             Chief Financial Officer




Date: July 28, 2006


22

EX-10.20

                                                                   Exhibit 10.20






                 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
                                  BY AND AMONG
                       BESTNET COMMUNICATIONS CORPORATION,
              ONCOLOGIX CORPORATION, JDA MEDICAL TECHNOLOGIES, INC.
                                       AND
            THE PRINCIPAL SHAREHOLDERS AND THE EXECUTIVE SHAREHOLDERS
            (FOR A LIMITED PURPOSE) OF JDA MEDICAL TECHNOLOGIES, INC.





                                          TABLE OF CONTENTS



                                                                                                
RECITALS............................................................................................1
ARTICLE I THE MERGER................................................................................1
   1.1 The Merger...................................................................................1
   1.2 Effective Time...............................................................................2
   1.3 Effect of the Merger.........................................................................2
   1.4 Articles of Incorporation: Bylaws............................................................2
   1.5 Funding by BESC..............................................................................2
   1.6 Directors and Officers.......................................................................3
   1.7 BESC Shares to Be Issued.....................................................................3
   (a) Conversion of JDA Common Stock...............................................................3
   (b) Restricted Securities........................................................................3
   (c) Cancellation of BESC-Owned and JDA-Owned Stock...............................................4
   (d) JDA Stock Purchase Options or Other Rights...................................................4
   (e) Adjustments to Exchange Ratio................................................................4
   (f) Fractional Shares............................................................................4
   (g) Definitions..................................................................................4
   1.8 Dissenting Shares............................................................................4
   1.9 Surrender of Certificates....................................................................5
   1.9.2 Exchange Procedures........................................................................5
   1.10 Escrow......................................................................................6
   1.11 Performance Release of Shares from Escrow...................................................6
   This phase will be considered completed when the FDA letter granting approval or
   conditional approval is received.................................................................7
   1.12 Agent of the JDA Stockholders: Power of Attorney............................................8
   1.12.1 Appointment...............................................................................8
   1.12.2 Limitation of Liability...................................................................8
   1.12.3 Acts of Agent Binding.....................................................................9
   1.13 No Further Ownership Rights in JDA Common Stock.............................................9
   1.14 Lost, Stolen or Destroyed Certificates......................................................9
   1.15 Tax Consequences............................................................................9
   1.16 Taking of Necessary Further Action..........................................................9
ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF JDA AND THE PRINCIPAL SHAREHOLDERS.........10
   2.1 Disclosures True............................................................................10
   2.2 Organization of JDA.........................................................................10
   2.3 JDA Capital Structure.......................................................................10
   2.4 Subsidiaries................................................................................11
   2.5 Authority...................................................................................11
   2.6 Historical Operations of JDA................................................................11
   2.7 JDA Financial Statements....................................................................11
   2.8 No Undisclosed Liabilities..................................................................12
   2.9 No Changes..................................................................................12
   2.10 Tax and Other Returns and Reports..........................................................13
   2.11 Restrictions on Business Activities........................................................14
   2.12 Title to Properties: No Liens or Encumbrances: Condition of Equipment......................15
   2.13 Intellectual Property......................................................................15
   2.13.1 Rights...................................................................................15

                                                i


   2.13.2 Commercial Software Rights...............................................................17
   2.14 Agreements, Contracts and Commitments......................................................17
   2.15 Interested Party Transactions..............................................................19
   2.16 Governmental Authorization.................................................................19
   2.17 Litigation.................................................................................19
   2.18 Accounts Receivable........................................................................19
   2.19 Minute Books...............................................................................20
   2.20 Environmental and OSHA.....................................................................20
   2.20.1 Hazardous Material.......................................................................20
   2.20.2 Hazardous Materials Activities...........................................................20
   2.20.3 Permits..................................................................................20
   2.21 Brokers' and Finders' Fees.................................................................21
   2.22 Labor Matters..............................................................................21
   2.23 Insurance..................................................................................21
   2.24 Compliance with Laws.......................................................................21
   2.25 Complete Copies of Documents...............................................................22
   2.26 Binding Agreements: No Default.............................................................22
   2.27 Report by BESC on Form 8-K.................................................................22
   2.28 Employee Benefit Plans.....................................................................22
   2.29 Distribution Agreements....................................................................23
   2.30 Representations Complete...................................................................23
ARTICLE III REPRESENTATIONS AND WARRANTIES OF BESC AND ONCOLOGIX...................................23
   3.1 Organization, Standing and Power............................................................23
   3.2 Capital Structure of BESC...................................................................23
   3.2.1 BESC Authorized Capital Stock.............................................................23
   3.2.2 Status of BESC Shares.....................................................................24
   3.3 Authority...................................................................................24
   3.4 SEC Documents; BESC Financial Statements....................................................25
   3.5 Broker's and Finders' Fees..................................................................25
   3.6 Current Report on Form 8-K..................................................................25
   3.7 Ownership of JDA Common Stock...............................................................25
   3.8 Litigation..................................................................................26
ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME.....................................................26
   4.1 Conduct of Business of JDA..................................................................26
   4.2 No Solicitation.............................................................................28
   4.3 Conduct of Business of BESC.................................................................28
ARTICLE V REGISTRATION RIGHTS......................................................................28
   5.1 Certain Definitions.........................................................................28
   5.2 Requested Registration......................................................................30
   5.2.1 Request for Registration..................................................................30
   5.2.2 Registration Statement....................................................................31
   5.2.3 Underwriting..............................................................................31
   5.2.4 Procedures................................................................................31
   5.3 Expenses of Registration....................................................................32
   5.4 Registration Procedures.....................................................................32
   5.5 Indemnification.............................................................................34
   5.5.1 By BESC...................................................................................34
   5.5.2 By the Holders............................................................................34
   5.5.3 Notice....................................................................................35
   5.5.4 Contribution..............................................................................35
   5.5.5 Underwriting Agreement to Control.........................................................36

                                               ii


   5.5.6 Information by Holder.....................................................................36
   5.6 Rule 144 Reporting..........................................................................36
   5.7 Transfer or Assignment of Registration Rights...............................................36
   5.8 Allocation of Registration Opportunities....................................................37
   5.9 Delay of Registration.......................................................................37
ARTICLE VI ADDITIONAL AGREEMENTS...................................................................37
   6.1 Securities Filings..........................................................................37
   6.2 Meeting of JDA Stockholders.................................................................38
   6.3 Access to Information.......................................................................38
   6.4 Confidentiality.............................................................................38
   6.5 Expenses....................................................................................38
   6.6 Public Disclosure...........................................................................39
   6.7 Consents....................................................................................39
   6.8 JDA Shareholder Letter Agreements...........................................................39
   6.9 Legal Requirements..........................................................................39
   6.10 Blue Sky Laws..............................................................................40
   6.11 Best Efforts: Additional Documents and Further Assurances..................................40
   6.12 JDA Stock Options..........................................................................40
   6.13 Employment Agreements......................................................................40
ARTICLE VII CONDITIONS TO THE MERGER...............................................................40
   7.1 Stockholder Approval........................................................................40
   7.2 No Injunctions or Restraints: Illegality....................................................41
   7.3 Additional Conditions to the Obligations of JDA.............................................41
   (a) Representations, Warranties and Covenants...................................................41
   (b) Certificate of BESC.........................................................................41
   (c) Satisfactory Form of Legal Matters..........................................................41
   (d) Legal Opinion...............................................................................41
   (e) No Material Adverse Changes.................................................................41
   (f) License Modification........................................................................42
   7.4 Additional Conditions to the Obligations of BESC and Oncologix..............................42
   (a) Representations, Warranties and Covenants...................................................42
   (b) Certificate of JDA..........................................................................42
   (c) Third Party Consents........................................................................42
   (d) Certain Liabilities Discharged..............................................................42
   (e) Satisfactory Form of Legal and Accounting Matters...........................................42
   (f) Legal Opinion...............................................................................42
   (g) No Material Adverse Changes.................................................................43
   (h) Employment Agreements.......................................................................43
   (i) Minimum Net Worth...........................................................................43
   (j) Proprietary Information Agreement...........................................................43
   (k) Accredited Investors........................................................................43
ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES............................................43
   8.1 Survival of Representations and Warranties..................................................43
ARTICLE IX MISCELLANEOUS...........................................................................43
   9.1 Liability of Principal Shareholders.........................................................43
   9.2 Termination.................................................................................43
   9.3 Effect of Termination.......................................................................44
   9.4 Amendment...................................................................................44
   9.5 Extension; Waiver...........................................................................44
   9.6 Notices.....................................................................................45
   9.7 Interpretation..............................................................................46

                                               iii


   9.8 Counterparts................................................................................46
   9.9 Entire Agreement............................................................................46
   9.10 Governing Law..............................................................................46
   9.11 Attorneys' Fees............................................................................46
   9.12 Disputes...................................................................................46
   9.13 Rules of Construction......................................................................47

SCHEDULES























                                               iv



                 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

This AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made
and entered into as of July 26, 2006 among BestNet Communications Corporation, a
Nevada corporation ("BESC"); Oncologix Corporation, a Nevada corporation
("Oncologix") which is the wholly owned subsidiary of BESC; JDA Medical
Technologies, Inc., a Maryland corporation ("JDA"); and Jeff Franco ("Jeff
Franco") and Andrew S. Kennedy, MD ("Kennedy"). Jeff Franco and Kennedy are
collectively called herein the "Principal Shareholders". Andrew Green ("Green")
and Adam Lowe ("Lowe") have joined in this Agreement solely for the purpose set
forth in Sections 1.6(g) (iii) and 1.9, below. Green and Lowe are collectively
called herein the "Executive Shareholders".
The parties have agreed as follows:

                                    RECITALS

A. The respective Boards of Directors of JDA, BESC and Oncologix believe it is
in the best interests of each of the parties and their respective stockholders
that JDA and Oncologix combine into a single corporation through the statutory
merger of JDA with and into Oncologix (the "Merger") and, in furtherance
thereof, have approved the Merger.

B. Pursuant to the Merger, among other things, the outstanding shares of Common
Stock of JDA ("JDA Common Stock") shall be converted into shares of Common Stock
of BESC ("BESC Common Stock") as determined herein.

C. JDA, the Principal Shareholders, BESC and Oncologix desire to make certain
representations and warranties and other agreements in connection with the
Merger.

D. The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended (the "Code").

                              ARTICLE I THE MERGER

1.1 The Merger.

At the Effective Time (as defined in Section 1.2) and subject to and upon the
terms and conditions of this Agreement and cognizant law, JDA shall be merged
with and into Oncologix, the separate corporate existence of JDA shall cease and
Oncologix shall continue as Oncologix . Upon the accomplishment of the Merger,
Oncologix shall continue to conduct the business theretofore conducted by JDA
(the "JDA Business").

                                        1


1.2 Effective Time.

As promptly as practicable after the satisfaction or waiver of the conditions
set forth in Article VII, the parties hereto shall cause the Merger to be
consummated by filing a Certificate of Merger (the "Certificate of Merger") with
the Secretary of State of the State of Nevada and Articles of Merger with the
Maryland State Department of Assessments and Taxation in such form as required
by, and executed in accordance with the relevant provisions of, the respective
laws of Nevada and Maryland (the time of such filing being the "Effective
Time"). The closing of the transactions contemplated hereby (the "Closing")
shall take place at 11:00a.m. at the offices of Firetag, Stoss & Dowdell, P.C.,
Suite 107, 1747 East Morten, Phoenix, Arizona 85020, on July 26, 2006 (the
"Closing Date").

1.3 Effect of the Merger.

At the Effective Time, the effect of the Merger shall be as provided under the
respective laws of Nevada and Maryland. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time all the property, rights,
privileges, powers and franchises of JDA and Oncologix shall vest in Oncologix ,
and, subject to the further provisions of this Agreement, all debts, liabilities
and duties of JDA and Oncologix shall become the debts, liabilities and duties
of Oncologix .

1.4 Articles of Incorporation: Bylaws.

 (a) Unless otherwise determined by BESC prior to the Effective Time, at the
Effective Time the Articles of Incorporation of Oncologix, as in effect
immediately prior to the Effective Time, shall be the Articles of Incorporation
of Oncologix , in the form shown by Exhibit 1.4(a) attached hereto, until
thereafter amended as provided by law and such Articles of Incorporation.
 (b) The Bylaws of Oncologix, in the form shown by Exhibit 1.4(b) attached
hereto, as in effect immediately prior to the Effective Time, shall be the
Bylaws of Oncologix until thereafter amended.

1.5 Funding by BESC.

BESC shall provide at least $4,000,000 in funding for the operations of
Oncologix. It is acknowledged that $350,000 of said amount has already been
furnished by way of an advance to JDA. The balance of $3,650,000 shall be
deposited for the account of Oncologix as follows:

     (a)  At the Closing, BESC shall deposit a sum of not less than $400,000 (of
          which $61,300 is to be applied to the discharge of the "Walker Note"),
          and shall make further deposits as follows:

     (b)  An additional $250,000 at the end of each of the five consecutive
          months next following;

     (c)  The remaining balance at the end of the sixth month after the month in
          which the Closing occurs; whereupon

     (d)  A certain Convertible Promissory Note issued to BESC by JDA on or
          about March 23, 2006 in the principal sum of $350,000, shall, together
          with any liability of JDA for accrued interest thereunder, shall be
          canceled and extinguished.

                                        2


Any particular deposit by BESC may be in excess of the amounts shown above. Any
such excess shall be credited against the next deposit to become due.

1.6 Directors and Officers.

The directors of Oncologix immediately prior to the Effective Time shall be the
initial directors of Oncologix, each to hold office in accordance with the
Articles of Incorporation and Bylaws of Oncologix, and the officers of Oncologix
immediately prior to the Effective Time shall be the initial officers of
Oncologix, in each case until their respective successors are duly elected or
appointed and qualified. Upon the Closing, the parties will take such action as
may be necessary to cause the Board of Directors of Oncologix to be composed of
Adam Lowe, Andrew S. Kennedy, MD., Barry Griffith, Stanley L. Schloz and Andrew
Green. The following named persons are thereupon to be respectively elected the
offices in Oncologix as indicated: Andrew Green, Chairman and Chief Executive
Officer; Adam Lowe, President and Chief Operating Officer; and Michael Kramarz,
Chief Financial Officer and Secretary.

1.7 BESC Shares to Be Issued.

BESC shall issue and deliver at the Closing 43,000,000 shares of its Common
Stock ("BESC Transaction Shares") in exchange for the acquisition by BESC of all
outstanding shares of JDA Common Stock. No adjustment shall be made in the
number of shares of BESC Common Stock issued in the Merger as a result of the
exercise of any options or warrants to acquire JDA Common Stock. Subject to the
terms and conditions of this Agreement, as of the Effective Time, by virtue of
the Merger and without any action on the part of Oncologix, JDA or the holder of
any of the following securities:

  (a) Conversion of JDA Common Stock.
      Each share of common stock, par value $.001 per share, of JDA (the "JDA
      Common Stock") issued and outstanding immediately prior to the Effective
      Time other than any Dissenting Shares (as defined and to the extent
      provided in Section 1.8(a)) will be canceled and extinguished and be
      converted automatically into the right to receive that number of shares of
      BESC Common Stock determined by application of the Exchange Ratio (as
      defined below), upon surrender of the certificate representing such share
      of JDA Common Stock in the manner provided in this Section 1.7.

  (b) Restricted Securities.
      It is understood and agreed that when issued the BESC Transaction Shares
      will be restricted as to transfer pursuant to the requirements of
      Regulation D promulgated by the Securities and Exchange Commission ("SEC")
      and that the certificate or certificates evidencing the BESC Transaction
      Shares, will bear a legend substantially as follows:
      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "ACT"), OR ANY STATE OR PROVINCIAL SECURITIES LAWS, AND MAY
      NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
      OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT AND SUCH LAWS
      OR AN EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN OPINION
      OF COUNSEL ACCEPTABLE TO THE CORPORATION.

                                        3


  (c) Cancellation of BESC-Owned and JDA-Owned Stock.
      Each share of JDA Stock owned by Oncologix, BESC, JDA or any direct or
      indirect wholly owned subsidiary of BESC or of JDA outstanding immediately
      prior to the Effective Time

  (d) JDA Stock Purchase Options or Other Rights.
      At the Effective Time, any rights theretofore outstanding to acquire any
      JDA Common Stock, such as options, warrants, convertible debt or other
      rights shall have been fully exercised or terminated.

  (e) Adjustments to Exchange Ratio.
      The Exchange Ratio shall be adjusted to reflect fully the effect of any
      stock split, reverse split, stock dividend (including any dividend or
      distribution of securities convertible into BESC Common Stock),
      reorganization, recapitalization or other like change with respect to BESC
      Common Stock occurring after the date hereof and prior to the Effective
      Time.

  (f) Fractional Shares.
      No fraction of a share of BESC Common Stock will be issued, but in lieu
      thereof each holder of shares of JDA Stock who would otherwise be entitled
      to a fraction of a share of BESC Common Stock (after aggregating all
      fractional shares of BESC Common Stock to be received by such holder)
      shall be entitled to receive from BESC a whole share of BESC Common Stock.

  (g) Definitions.
      (i) Exchange Ratio. The "Exchange Ratio" shall be the quotient obtained by
      dividing the number of BESC Transaction Shares by the number of shares of
      JDA Common Stock outstanding as of the Effective Time. (ii) Escrow Shares.
      The "Escrow Shares" shall consist of the following number of BESC
      Transaction Shares issuable at the Closing: 80% of BESC Transaction Shares
      issuable to Kennedy; 80% of the BESC Transaction Shares issuable to Jeff
      Franco; and all of the BESC Transaction Shares issuable to Green and to
      Lowe respectively.

1.8 Dissenting Shares.

a. Notwithstanding any provision of this Agreement to the contrary, any shares
of capital stock of JDA held by a holder who has demanded and perfected
appraisal rights for such shares in accordance with Maryland Law and who, as of
the Effective Time, has not effectively withdrawn such appraisal rights
("Dissenting Shares"), shall not be converted into or represent a right to
receive BESC Common Stock pursuant to Section 1.7, but the holder thereof shall
only be entitled to such rights as are granted by Maryland Law.

                                       4


b. Notwithstanding the provisions of subsection 1.8(a), if any holder of shares
of capital stock of JDA who demands appraisal of such shares under Maryland Law
shall effectively withdraw the right to appraisal, then, as of the later of the
Effective Time and the occurrence of such event, such holder's shares shall
automatically be converted into and represent only the right to receive BESC
Common Stock, without interest thereon, upon surrender of the certificate
representing such shares.

c. JDA shall give BESC (i) prompt notice of any written demands for appraisal of
any shares of capital stock of JDA, withdrawals of such demands, and any other
instruments served pursuant to Maryland Law and received by JDA and (ii) the
opportunity to participate in all negotiations and proceedings which take place
prior to the Effective Time with respect to demands for appraisal under Maryland
Law. JDA shall not, except with the prior written consent of BESC, voluntarily
make any payment before the Effective Time with respect to any demands for
appraisal of capital stock of JDA or offer to settle or settle any such demands.

1.9 Surrender of Certificates.

1.9.1 BESC to Provide Common Stock.

Promptly after the Effective Time, BESC shall make available to the JDA
Shareholder Agent (hereinbelow defined) for exchange in accordance with this
Article I the shares of BESC Common Stock issuable pursuant to Section 1.7 to be
exchanged for outstanding shares of JDA Common Stock pursuant to this Agreement,
duly endorsed for transfer.

1.9.2 Exchange Procedures.

At the Closing, the JDA Shareholder Agent shall deliver to Oncologix a
certificate or certificates (the "JDA Certificates") which immediately prior to
the Effective Time represented outstanding shares of JDA Common Stock whose
shares were converted into the right to receive shares of BESC Common Stock
pursuant to Section 1.8. Delivery shall be effected, and risk of loss and title
to the JDA Certificates shall pass only upon delivery of the JDA Certificates to
Oncologix in such form and subject to such other conditions as BESC may
reasonably specify. Upon surrender of a JDA Certificate for cancellation to
Oncologix or to such other agent or agents as may be appointed by BESC, duly
completed and validly executed in accordance with the instructions thereto, the
holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing the number of whole shares of BESC Common Stock (less
the number of shares of BESC Common Stock, if any, to be deposited in the Escrow
(defined in Section 1.10, below) on such holder's behalf pursuant to paragraph
1.10, to which such holder is entitled pursuant to Section 1.7, and the
Certificate so surrendered shall forthwith be canceled. As soon as practicable
after the Effective Time, and subject to and in accordance with the provisions
of Sections 1.10 and 1.11 hereof, BESC shall cause to be delivered to the Escrow
Agent (as defined in Section 1.10) a certificate or certificates representing
that number of shares of BESC Common Stock equal to the applicable number of
Escrow Shares. Such shares shall be beneficially owned by the holders on whose

                                       5


behalf such shares were deposited in the Escrow and shall be registered in the
names of the respective JDA shareholders entitled thereto and delivered to them
upon satisfaction of the conditions proved in Section 1.11, below. Until so
surrendered, each outstanding Certificate that, prior to the Effective Time,
represented shares of JDA Common Stock will be deemed from and after the
Effective Time, for all corporate purposes, to evidence the ownership of the
number of full shares of BESC Common Stock into which such shares of JDA Common
Stock shall have been so converted in accordance with Section 1.7.

1.10 Escrow

As soon as practicable after the Effective Time, the Escrow Shares (as defined
in paragraph 1.7(g)(iii)), plus any additional New Shares (as defined in the
Exhibits specified below in this Section 1.10) as may be issued in respect
thereof (such as, for example, a dividend payable in shares of capital stock)
after the Closing (collectively, the "Escrow Shares"), without any act of any
stockholder, will be registered in the names of Jeff Franco, Andrew S. Kennedy,
Andrew Green and Adam Lowe, and will be deposited with Hodes, Ulman, Pessin &
Katz, P.A. (or other institution acceptable to BESC and the JDA Shareholder
Agent (as defined below) as Escrow Agent (the "Escrow Agent"), to be governed by
the terms set forth in the Escrow Agreements respectively attached hereto as
Exhibits 1.10a, 1.10b, 1.10(c) and 1.10(d) at BESC's sole cost and expense. The
number of BESC Transaction Shares in the Escrow contributed on behalf of each
stockholder of JDA is listed opposite such stockholders' name on Schedule 2.3(a)
attached hereto.

1.11 Performance Release of Shares from Escrow

(a) The Escrow Shares shall be released from the Escrow upon the occurrence of
certain events ("Milestones") as follows, the terms, "Development Phase",
"Pre-Clinical Testing Phase" and "Clinical Approval Phase", each to have the
meaning defined below. Each Milestone will be deemed to have been attained when
so certified in writing by the Chief Executive Officer, Chief Operating Officer
and Chief Medical and Scientific Officer in the form shown by Exhibit 1.11 (a)
attached hereto.

(b) The ultimate goal for the JDA Business is to gain approval of the U.S. Food
and Drug Administration ("FDA") to market a certain microsphere product for the
treatment of liver cancer. There are numerous interim goals, or "Milestones",
that are required to be completed in order to reach this ultimate goal. The
following described Milestones, called respectively the Development Phase, the
Pre-Clinical Testing Phase, and the clinical Approval Phase, are considered the
most significant in that their realization is required to move from one phase to
another.

     (i) Development Phase. The Development Phase is the portion of the project
     that defines the design, the overall process, and the manufacturing
     feasibility of the product. At the end of this phase there is reasonable
     scientific and engineering assurance that a design is feasible, the
     processes to produce that design are reproducible, and that the design can
     be manufactured in scalable quantities at reasonable costs. The successful
     completion of this phase will allow the JDA Business to begin Pre-Clinical
     Testing. This phase will be considered completed when:

                                       6


          (A) A microsphere specification and design are defined that meet the
     user requirements as defined in the Product Requirements Document;

          (B) Manufacturing lots are able to be manufactured at pilot plant
     scale (lots sizes that would be large enough to support an animal study and
     a pivotal clinical study; and

          (C) A preliminary manufacturing plan, based on reasonable assumptions,
     is documented that supports a commercially acceptable cost basis for
     commercial quantities.

     (ii) Pre-Clinical Testing Phase. The Pre-Clinical Testing phase is the
     portion of the project in which the design is verified against its "product
     (user) requirements" and the hazards of its use are identified in a risk
     analysis. This testing is required by the FDA and ISO standards for
     initiation of a clinical trial and is a necessary part of good engineering
     development and safety. These results will be required to be included in
     the IDE submission to the FDA requesting approval to initiate the treatment
     of patients in a pivotal clinical trial. The trial design and final
     specifications should be based on discussions with and preliminary advice
     from the FDA.

     The animal study will be the last pre-clinical test performed before the
     submission of the IDE to the FDA. The purpose of the animal study will be
     to:

          (A). Confirm that radiation effects from the microspheres produce
     expected local effect in the liver, without effects on other tissues or
     organs;

          (B), Document and describe any acute and chronic adverse events;

          (C). Document and describe feasibility of the delivery of microspheres
     to the liver without gastric, duodenal or pulmonary uptake; and

          (D). Document and describe the any potential liver toxicity. This
     Subparagph (D) will be considered completed when a report is finalized for
     an animal study that meets industry and scientific standards to support the
     submission of an IDE to the FDA requesting approval for a "pivotal
     clinical" trial.

     The Pre-Clinical Testing Phase will be deemed complete when the foregoing
     purposes have been accomplished.

     (iii). Clinical Approval Phase. The clinical Approval Phase is the phase of
     the project in which the IDE submission is compiled, submitted to the FDA,
     and an approval to start the "pivotal clinical trial" is granted. Once the
     design verification is completed in the Pre-Clinical Testing Phase, the IDE
     can be compiled and submitted. The FDA responds to IDE submissions within
     30 days with an approval, conditional approval, or disapproval. An approval
     or conditional approval will allow JDA to begin the treatment of patients
     in the "pivotal clinical trial".

This phase will be considered completed when the FDA letter granting approval or
conditional approval is received.

                                       7


(c) The Escrow Shares will be released to the respective beneficial owners
thereof as follows:

     (i) a number equal to twenty-five percent (25%) of the Escrow Shares upon
     the successful completion of the Development Phase;

     (ii) a number equal to thirty-one and one-quarter percent (31.25%) of the
     Escrow Shares upon the successful completion of Pre-Clinical Testing Phase;
     and

     (iii) a number equal to forty.-three and three-quarters percent (43.75%) of
     the Escrow Shares upon the issue or grant by the U.S. Food and Drug
     Administration of an "IDE", in other words, completion of the Clinical
     Approval Phase; provided that

     (iv) if any of the Milestones shall not have been achieved on or before the
     sixth anniversary date of the Closing under this Agreement, any BESC Shares
     not theretofore released shall be returned to BESC and restored to the
     status of authorized but unissued shares of BESC's common stock.


1.12 Agent of the JDA Stockholders: Power of Attorney.

1.12.1 Appointment.

In the event that the Merger is approved, effective upon such vote, and without
further act of any stockholder, Jeff Franco shall be appointed as agent and
attorney-in-fact (the "JDA Shareholder Agent") for each stockholder of JDA
(except the University of Maryland, Baltimore, and such stockholders, if any, as
shall have perfected their appraisal rights under Maryland law), for and on
behalf of stockholders of JDA, to give and receive notices and communications,
to authorize delivery to BESC of BESC Common Stock or other property from the
Escrow in satisfaction of claims by BESC, to object to such deliveries, to agree
to, negotiate, enter into settlements and compromises of, and demand arbitration
and comply with orders of courts and awards of arbitrators with respect to such
claims, and to take all actions necessary or appropriate in the judgment of the
JDA Shareholder Agent for the accomplishment of the foregoing. Such agency may
be changed by the stockholders of JDA from time to time upon not less than
thirty (30) days prior written notice to BESC; provided that the JDA Shareholder
Agent may not be removed unless holders of a two-thirds interest of the Escrow
Fund agree to such removal and to the identity of the substituted agent. No bond
shall be required of the Agent, and the JDA Shareholder Agent shall not receive
compensation for his or her services. Notices or communications to or from the
JDA Shareholder Agent shall constitute notice to or from each of the
stockholders of JDA. The JDA Shareholder Agent shall be entitled to submit a
claim and receive reimbursement from BESC for all reasonable, documented
out-of-pocket expenses incurred by the JDA Shareholder Agent as a result of his
acting as the JDA Shareholder Agent.

1.12.2 Limitation of Liability.

The JDA Shareholder Agent shall not be liable for any act done or omitted
hereunder as JDA Shareholder Agent while acting in good faith and in the
exercise of reasonable judgment. The stockholders of JDA (other than the

                                       8


University of Maryland, Baltimore) shall severally indemnify the JDA Shareholder
Agent and hold him harmless against any loss, liability or expense incurred
without negligence or bad faith on his part and arising out of or in connection
with his acceptance or administration of the JDA Shareholder Agent's duties
hereunder, including the reasonable fees and expenses of any legal counsel
retained by him.

1.12.3 Acts of Agent Binding.

A decision, act, consent or instruction of the JDA Shareholder Agent shall
constitute a decision of all the stockholders for whom shares of BESC Common
Stock otherwise issuable to them are deposited in the Escrow and shall be final,
binding and conclusive upon each of such stockholders, and the Escrow Agent and
BESC may rely upon any such decision, act, consent or instruction of the JDA
Shareholder Agent as being the decision, act, consent or instruction of each
every such stockholder of JDA. The Escrow Agent and BESC are hereby relieved
from any liability to any person for any acts done by them in accordance with
such decision, act, consent or instruction of the JDA Shareholder Agent.

1.13 No Further Ownership Rights in JDA Common Stock.

All shares of BESC Common Stock issued upon the surrender for exchange of shares
of JDA Common Stock in accordance with the terms hereof shall be deemed to have
been issued in full satisfaction of all rights pertaining to such shares of JDA
Common Stock, and there shall be no further registration of transfers on the
records of Oncologix of shares of JDA Common Stock which were outstanding
immediately prior to the Effective Time. If, after the Effective Time,
Certificates are presented to Oncologix for any reason, they shall be canceled
and exchanged as provided in this Article I.

1.14 Lost, Stolen or Destroyed Certificates.

In the event any certificates evidencing shares of JDA Common Stock shall have
been lost, stolen or destroyed, BESC shall issue in exchange for such lost,
stolen or destroyed certificates, upon the making of an affidavit of that fact
by the holder thereof, such shares of BESC Common Stock, if any, as may be
required pursuant to Section 1.9; provided, however, that BESC may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificates to deliver a bond in such
sum as it may reasonably direct as indemnity against any claim that may be made
against BESC with respect to the certificates alleged to have been lost, stolen
or destroyed.

1.15 Tax Consequences.

It is intended by the parties hereto that the Merger shall constitute a
reorganization within the meaning of Section 368 of the Code.

1.16 Taking of Necessary Further Action.

If, at any time after the Effective Time, any such further action is necessary
or desirable to carry out the purposes of this Agreement and to vest Oncologix
with full right, title and possession to all assets, property, rights,
privileges, powers and franchises of JDA and Oncologix, the officers and
directors of JDA and Oncologix are fully authorized in the name of their
respective corporations or otherwise to take, and will take, all such lawful and
necessary action.

                                       9


       ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF JDA AND THE
                             PRINCIPAL SHAREHOLDERS

JDA, Jeff Franco and Kennedy (Jeff Franco and Kennedy being understood to be
acting severally and not jointly and to be joining in this Article II on the
basis of their best knowledge and belief after due inquiry) represent and
warrant to and covenant with BESC and Oncologix, as follows:

2.1 Disclosures True.

JDA has furnished to BESC a copy of its Business Plan dated July 5, 2006 (the
"Business Plan") which together with the information and contained in the
Schedules hereto or otherwise furnished by JDA are called collectively herein
the "Disclosure Documents". The Disclosure Documents have been carefully
prepared by JDA, do not contain any untrue statement of a material fact and do
not omit to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances in which they
were made, not misleading, except to the extent disclosed in Schedule 2.1
attached hereto.

2.2 Organization of JDA.

JDA is a corporation duly organized, validly existing and in good standing under
the laws of the State of Maryland. JDA has the corporate power to own its
property and to carry on its business as now being conducted and as proposed to
be conducted by JDA. JDA is duly qualified to do business and in good standing
as a foreign corporation in each jurisdiction in which the failure to be so
qualified would have a material adverse effect on the business, assets
(including intangible assets), financial condition, or results of operations
("Material Adverse Effect") of JDA. JDA has delivered a true and correct copy of
its Articles of Incorporation and Bylaws, each as amended to date, to counsel
for BESC.

2.3 JDA Capital Structure.

The authorized capital stock of JDA consists of Ten Million (10,000,000) shares
of Common Stock, par value $0.001 per share. There are 9,093,361 shares of JDA
Common Stock issued and outstanding held by the persons, and in the amounts, set
forth on Schedule 2.3(a). Schedule 2.3(a) also indicates how many shares of each
holder were subject to repurchase upon termination of employment as of the date
of execution of this Agreement. All outstanding shares of JDA Common Stock are
duly authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights created by statute, the Articles of Incorporation or Bylaws of
JDA or any agreement to which JDA is a party or is bound. No shares of JDA
Common Stock are reserved for issuance pursuant to JDA Common Stock Option Plan,
no shares are subject to outstanding, unexercised options and no shares remain
available for future grant. Except as set forth in Schedule 2.3(b), there will
at the Closing be no other options, warrants, calls, rights, commitments or
agreements of any character to which JDA is a party or by which it is bound

                                       10


obligating JDA to issue, deliver, sell, repurchase or redeem, or cause to be
issued, delivered, sold, repurchased or redeemed, any shares of the capital
stock of JDA or obligating JDA to grant, extend or enter into any such option,
warrant, call, right, commitment or agreement.

2.4 Subsidiaries.

JDA has no subsidiaries or affiliated companies and does not otherwise own any
shares of stock or any interest in, or control, directly or indirectly, any
other corporation, partnership, association, joint venture or business entity.

2.5 Authority.

JDA has all requisite corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of JDA. This Agreement has been duly executed and delivered by and constitutes
the valid, binding and enforceable obligation of JDA. The execution and delivery
of this Agreement by JDA does not, and the consummation of the transactions
contemplated hereby will not, conflict with, or result in any violation of, or
default under (with or without notice or lapse of time, or both), or give rise
to a right of termination, cancellation or acceleration of any obligation or
loss of a material benefit under (i) any provision of the Articles of
Incorporation or Bylaws of JDA or (ii) any material mortgage, indenture, lease,
contract or other agreement or instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to JDA or its properties or assets. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality ("Governmental Entity"), is required by or with respect to JDA
in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, except for (i) the filing
of the Articles of Merger with Maryland State Department of Assessments and
Taxation and (ii) such consents, approvals, orders, authorizations,
registrations, declarations and filings as may be required under applicable
state and federal securities laws and the laws of any foreign country.

2.6 Historical Operations of JDA.

Except as described in Schedule 2.6, the operations of JDA prior to the date of
this Agreement have consisted solely of product development activities,
obtaining a certain technology license agreement from the University of
Maryland, Baltimore, and obtaining certain financial assistance grants from
certain agencies of the State of Maryland. JDA has never had and does not now
have any customers, finished products or production facilities; and has never
conducted any manufacturing, marketing or advertising and sales promotion
activities.

2.7 JDA Financial Statements.

Schedule 2.7 includes JDA's audited financial statements (balance sheets, income
statements and statements of cash flows) as of and for the fiscal years ending
December 31, 2004 and 2005, including the Notes that are a part of such
statements, and JDA's unaudited financial statements as of and for the interim

                                       11


period ended July 17, 2006 (collectively, the "JDA Financial Statements"). The
JDA Financial Statements are complete and correct in all material respects,
comply as to form in all material respects with applicable accounting
requirements, have been prepared in accordance with generally accepted
accounting principles consistently applied (except as may be indicated in the
notes thereto or, in the case of unaudited statements, as permitted by SEC Form
10-QSB) and fairly present the consolidated financial position of JDA at the
dates thereof and of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal, recurring audit
adjustments). There has been no change in JDA accounting policies or estimates
except as described in the Notes to the JDA Financial Statements. Except as
specifically described in this Agreement or the JDA Schedules, JDA has no
material obligations other than (i) those set forth in the JDA Financial
Statements and (ii) those not required to be set forth in the JDA Financial
Statements under generally accepted accounting principles. The unaudited balance
sheet of JDA as of July 17, 2006 is hereinafter referred to as the "JDA Balance
Sheet."

2.8 No Undisclosed Liabilities.

JDA does not have any liabilities or obligations, either accrued or contingent
(whether or not required to be reflected in financial statements in accordance
with generally accepted accounting principles), and whether due or to become
due, which individually or in the aggregate, (i) have not been reflected in JDA
Balance Sheet (including the Notes thereto) or (ii) have not been specifically
described in this Agreement or in JDA Schedules.

2.9 No Changes.

Except as disclosed in Schedule 2.9 attached hereto and made a part hereof,
since the date of the JDA Balance Sheet there has not been, occurred or arisen
any:

     (a) transaction by JDA except in the ordinary course of business as
     conducted on that date;

     (b) capital expenditure by JDA, either individually or in the aggregate,
     exceeding $1,000;

     (c) destruction, damage to, or loss of any assets (including without
     limitation intangible assets) of JDA (whether or not covered by insurance),
     either individually or in the aggregate, exceeding $1,000

     (d) labor trouble or claim of wrongful discharge or other unlawful labor
     practice or action;

     (e) change in accounting methods or practices (including any change in
     depreciation or amortization policies or rates, any change in policies in
     making or reversing accruals, or any change in capitalization of software
     development costs) by JDA;

                                       12


     (f) declaration, setting aside, or payment of a dividend or other
     distribution in respect to the shares of JDA, or any direct or indirect
     redemption, purchase or other acquisition by JDA of any of its shares;

     (g) increase in the salary or other compensation payable or to become
     payable by JDA to any of its officers, directors or employees, or the
     declaration, payment, or commitment or obligation of any kind for the
     payment, by JDA, of a bonus or other additional salary or compensation to
     any such person;

     (h) acquisition, sale or transfer of any asset of JDA except in the
     ordinary course of business;

     (i) formation, amendment or termination of any distribution agreement or
     any material contract, agreement or license to which JDA is a party, other
     than termination by JDA pursuant to the terms thereof;

     (j) loan by JDA to any person or entity, or guaranty by JDA of any loan;

     (k) waiver or release of any material right or claim of JDA, including any
     write-off or other compromise of any account receivable of JDA;

     (l) the commencement or notice or, to the best knowledge of JDA and the
     Principal Shareholders, threat of commencement of any governmental
     proceeding against or investigation of JDA or its affairs;

     (m) other event or condition of any character that has or would, in JDA's
     reasonable judgment, be expected to have a Material Adverse Effect on JDA;

     (n) issuance, sale or redemption by JDA of any of its shares or of any
     other of its securities other than issuances of shares of Common Stock
     pursuant to outstanding options and warrants;

     (o) change in pricing or royalties set or charged by JDA except for
     discounts extended in the ordinary course of business consistent with past
     practice; or

     (p) change in pricing or royalties set or charged by JDA except for
     discounts extended in the ordinary course of business consistent with past
     practice; or

     (q) negotiation or agreement by JDA to do any of the things described in
     the preceding clauses (a) through (o) (other than negotiations with BESC
     and its representatives regarding the transactions contemplated by this
     Agreement).

2.10 Tax and Other Returns and Reports.

2.10.1 Tax Returns and Audits.

JDA has accurately prepared and timely filed all required federal, state, local
and foreign returns, estimates, information statements and reports ("Returns")
relating to any and all Taxes relating or attributable to JDA or its operations
and such Returns are true and correct in all material respects and have been
completed in accordance with applicable law in all material respects. For the
purposes of this Agreement, a "Tax" or, collectively, "Taxes," means any and all
federal, state, local and foreign taxes, assessments and other governmental
charges, duties, impositions and liabilities, including taxes based upon or
measured by gross receipts, income, profits, sales, use and occupation, and
value added, ad valorem, transfer, franchise, withholding, payroll, recapture,
employment, excise and property taxes, together with all interest, penalties and

                                       13


additions imposed with respect to such amounts and any obligations under any
agreements or arrangements with any other person with respect to such amounts.
JDA has timely paid all Taxes required to be paid with respect to such Returns
and has withheld with respect to its employees all federal and state income
taxes, FICA, FUTA and other Taxes it is required to withhold. The accruals for
Taxes on the books and records of JDA are sufficient to discharge the Taxes for
all periods (or the portion of any period) ending on or prior to the Closing
Date. JDA has not been delinquent in the payment of any Tax nor, except as set
forth in Schedule 2.10(a), is there any Tax deficiency outstanding, proposed or
assessed against JDA, nor has JDA executed any waiver of any statute of
limitations on or extending the period for the assessment or collection of any
Tax. No audit or other examination of any Return of JDA is presently in
progress. Except as set forth in Schedule 2.10(a), JDA does not have any
liabilities for unpaid federal, state, local and foreign Taxes, whether asserted
or unasserted, known or unknown, contingent or otherwise and JDA has no
knowledge of any basis for the assertion of any such liability attributable to
JDA, or their respective assets or operations. JDA is not (nor has it ever been)
required to join with any other entity in the filing of a consolidated tax
return for federal tax purposes or a consolidated or combined return or report
for state tax purposes. JDA is not a party to or bound by any tax indemnity, tax
sharing or tax allocation agreement. JDA has provided, or made available, to
BESC or its legal counsel copies of all federal, provincial and state income and
all sales and use Tax Returns of JDA for all periods since their respective
dates of incorporation. There are (and as of immediately following the Closing
there will be) no liens on the assets of JDA relating to or attributable to
Taxes. JDA has no knowledge of any basis for the assertion of any claim which,
if adversely determined, would result in liens on the assets of JDA. There is no
contract, agreement, plan or arrangement, including but not limited to the
provisions of this Agreement, covering any employee or former employee of JDA
that, individually or collectively, could give rise to the payment of any amount
that would not be deductible pursuant to Sections 280G, 162 or 404 of the
Internal Revenue Code of 1986, as amended ("Code"). 2.10.2 No Penalty.
JDA is not subject to any penalty by reason of a violation of any order, rule or
regulation of, or a default with respect to any return, report or declaration
required to be filed with, any Governmental Entity to which it is subject, which
violations or defaults, individually or in the aggregate, would have a Material
Adverse Effect on JDA.

2.11 Restrictions on Business Activities.

Except as otherwise disclosed in this Agreement or any of the Schedules hereto,
there is no agreement (assuming the parties thereto other than JDA performed
their respective obligations thereunder as required), judgment, injunction,
order or decree binding upon JDA which has or could reasonably be expected to
have the effect of materially prohibiting or materially impairing any business
practice of JDA, any Oncologix of property by JDA or the conduct of business by
JDA as currently conducted or as currently proposed to be conducted after the
Effective Time.

                                       14


2.12 Title to Properties: No Liens or Encumbrances: Condition of Equipment.

2.12.1 JDA owns no real property. Schedule 2.12.1 sets forth a true and complete
list of all real property leased by JDA and the aggregate annual rental or other
fee payable under any such lease. To the knowledge of JDA, all such leases are
in good standing, valid and effective in accordance with their respective terms,
and there is not with respect to JDA and, to the knowledge of JDA, any other
parties to such leases, under any of such leases, any existing default or event
of default (or event which with notice or lapse of time, or both, would
constitute a default and in respect of which JDA has not taken adequate steps to
prevent such default from occurring), except where the lack of such good
standing, validity and effectiveness or the existence of such default or event
of default would not have a Material Adverse Effect on JDA.

2.12.2 JDA holds good and valid title to, or, in the case of leased properties
and assets, valid leasehold interests in, all of its tangible properties and
assets, real, personal and mixed, used in its business, free and clear of any
liens, charges, pledges, security interests or other encumbrances, except as
reflected in JDA Financial Statements and except for such imperfections of title
and encumbrances, if any, which are not substantial in character, amount or
extent, and which do not materially detract from the value, or interfere with
the present use, of the property subject thereto or affected thereby.

2.12.3 The equipment (the "Equipment") owned or leased by JDA is listed in
Schedule 2.12(c), except individual pieces of equipment owned by JDA with an
individual value of less than $500. The Equipment is, taken as a whole, (i) to
the knowledge of JDA, adequate for the conduct of the business of JDA consistent
with its past practice, (ii) suitable for the uses to which it is currently
employed, (iii) in good operating condition, (iv) regularly and properly
maintained, reasonable wear and tear excepted and (v) not obsolete, dangerous or
in need of renewal or replacement, except for renewal or replacement in the
ordinary course of business.

2.13 Intellectual Property.

2.13.1 Rights.

JDA owns, or is licensed to use, all patents, trademarks, trade names, service
marks, copyrights, and any applications therefor, maskworks, net lists,
schematics, technology, know-how, computer software programs or applications and
tangible or intangible proprietary information or material (excluding Commercial
Software Rights (as defined in paragraph (b) below)) that are used or currently
proposed to be used in the business of JDA as currently conducted or as
currently proposed to be conducted (the "JDA Intellectual Property Rights").
Schedule 2.13 sets forth a complete list of all patents, trademarks, registered
and material unregistered copyrights, trade names and service marks, and any
applications therefor, included in JDA Intellectual Property Rights, and
specifies the jurisdictions in which each such JDA Intellectual Property Right
has been issued or registered or in which an application for such issuance and
registration has been filed, including the respective registration or
application numbers and the names of all registered owners, together with a list
of all of JDA's currently marketed software products and an indication as to


                                       15


which, if any, of such software products have been registered for copyright
protection with the United States Copyright Office and any foreign offices and
by whom such items have been registered. Schedule 2.13 also sets forth a
complete list of (i) any requests JDA has received to make any such
registration, including the identity of the requestor and the item requested to
be so registered, and the jurisdiction for which such request has been made and
(ii) all licenses, sublicenses and other agreements as to which JDA is a party
and pursuant to which JDA or any other person is authorized to use any JDA
Intellectual Property Right or other trade secret material to JDA, and includes
the identity of all parties thereto, a description of the nature and subject
matter thereof, the applicable royalty and the term thereof. JDA is not, nor
will it be as a result of the execution and delivery of this Agreement or the
performance of its obligations hereunder, in violation of any license,
sublicense or agreement described on such list. JDA is the sole and exclusive
owner or licensee of, with all right, title and interest in and to (free and
clear of any liens or encumbrances), JDA Intellectual Property Rights, and has
sole and exclusive rights (and, except as otherwise disclosed herein or in any
Schedule hereto, is not contractually obligated to pay any compensation to any
third party in respect thereof) to the use thereof or the material covered
thereby in connection with the services or products in respect of which JDA
Intellectual Property Rights are being used. No claims with respect to JDA
Intellectual Property Rights have been asserted or, to the knowledge of JDA, are
threatened by any person, nor, to the knowledge of JDA, is there any valid
grounds for any bona fide claims (i) to the effect that the manufacture, sale,
licensing or use of any product as now used, sold or licensed or proposed for
use, sale or license by JDA infringes on any copyright, patent, trade mark,
service mark or trade secret, (ii) against the use by JDA of any trademarks,
trade names, trade secrets, copyrights, patents, technology, know-how or
computer software programs and applications used in JDA's business as currently
conducted or as proposed to be conducted, or (iii) challenging the ownership,
validity or effectiveness of any of JDA Intellectual Property Rights. All
trademarks, service marks and copyrights held by JDA are valid and subsisting.
To the knowledge of JDA, there is no material unauthorized use, infringement or
misappropriation of any of JDA Intellectual Property Rights by any third party,
including any employee or former employee of JDA. JDA has not been sued or
charged as a defendant in any claim, suit, action or proceeding which involves a
claim of infringement of any patents, trademarks, service marks, copyrights or
violation of any trade secret or other proprietary right of any third party and
which has not been finally terminated prior to the date hereof nor does it have
any knowledge of any such charge or claim, and there is not any infringement
liability with respect to, or infringement or violation by, JDA of any patent,
trademark, service mark, copyright, trade secret or other proprietary right of
another. To JDA's knowledge, no JDA Intellectual Property Right or product of
JDA is subject to any outstanding order, judgment, decree, stipulation or
agreement restricting in any manner the licensing thereof by JDA. There is no
outstanding order, judgment, decree or stipulation on JDA, and JDA is not party
to any agreement, restricting in any manner the licensing of JDA's products by

                                       16


JDA. JDA has not entered into any agreement to indemnify any other person
against any charge of infringement of any JDA Intellectual Property Right. Each
current and former employee of and consultant to JDA has signed a Proprietary
Information and Inventions Agreement substantially in JDA's standard form as
certified by JDA and delivered to BESC.

2.13.2 Commercial Software Rights

"Commercial Software Rights" means packaged commercially available software
programs generally available to the public through retail dealers in computer
software which have been licensed to JDA pursuant to end-user licenses and which
are used in JDA's business but are in no way a component of or incorporated in
any of JDA's products and related trademarks, technology and know-how. To the
best of JDA's knowledge, JDA has not breached or violated the terms of its
license, sublicense or other agreement relating to any Commercial Software
Rights and has a valid right to use such Commercial Software Rights and has a
valid right to use such Commercial Rights under such license and agreements. JDA
is not, nor will it be as a result of the execution and delivery of this
Agreement or the performance of its obligations hereunder, in violation of any
license, sublicense or agreement relating to Commercial Software Rights. No
claims with respect to the Commercial Software Rights have been asserted or, to
the knowledge of JDA, are threatened by any person against JDA, nor to the
knowledge of JDA is there any valid grounds for any bona fide claims (i) to the
effect that the manufacture, sale, licensing or use of any product as now used,
sold or licensed or proposed for use, sale or license by JDA infringes on any
copyright, patent, trade mark, service mark or trade secret, (ii) against the
use by JDA of any trademarks, trade names, trade secrets, copyrights, patents,
technology, know-how or computer software programs and applications used in
JDA's business as currently conducted or as proposed to be conducted, or (iii)
challenging the validity or effectiveness of any of JDA's rights to use
Commercial Software Rights. To the knowledge of JDA, there is no material
unauthorized use, infringement or misappropriation of any of the Commercial
Software Rights by JDA or any employee or former employee of JDA during the
period of their employment. To the knowledge of JDA, no Commercial Software
Right is subject to any outstanding order, judgment, decree, stipulation or
agreement restricting in any manner the use thereof by JDA.

2.14 Agreements, Contracts and Commitments.

Except as described in Schedule 2.14, JDA does not have, is not a party to nor
is it bound by:

     (a) any collective bargaining agreements,

     (b) any agreements that contain any unpaid severance liabilities or
     obligations,

     (c) any bonus, deferred compensation, incentive compensation, pension,
     profit sharing or retirement plans, or any other employee benefit plans or
     arrangements,

                                       17


     (d) any employment or consulting agreement, contract or commitment with an
     employee or individual consultant or salesperson or consulting or sales
     agreement, contract or commitment with a firm or other organization,

     (e) agreement or plan, including, without limitation, any stock option
     plan, stock appreciation right plan or stock purchase plan, any of the
     benefits of which will be increased, or the vesting of benefits of which
     will be accelerated, by the occurrence of any of the transactions
     contemplated by this Agreement or the value of any of the benefits of which
     will be calculated on the basis of any of the transactions contemplated by
     this Agreement,

     (f) any fidelity or surety bond or completion bond,

     (g) any lease of personal property having a value individually in excess of
     $1,000,

     (h) any agreement of indemnification or guaranty not entered into in the
     ordinary course of business (except, with respect to the officers and
     directors of JDA, as set forth in the Articles of Incorporation of JDA),

     (i) any agreement, contract or commitment containing any covenant limiting
     the freedom of JDA to engage in any line of business or compete with any
     person,

     (j) any agreement, contract or commitment relating to capital expenditures
     and involving future obligations in excess of $1,000,

     (k) any agreement, contract or commitment relating to the disposition or
     acquisition of assets not in the ordinary course of business or any
     ownership interest in any corporation, partnership, joint venture or other
     business enterprise,

     (l) any mortgages, indentures, loans or credit agreements, security
     agreements or other agreements or instruments relating to the borrowing of
     money or extension of credit, including guaranties referred to in clause
     (h) hereof,

     (m) any purchase order or contract for the purchase of raw materials or
     assets involving $1,000 or more in any single instance or $1,000 in the
     aggregate,

     (n) any construction contracts,

     (o) any distribution, joint marketing or development agreement,

     (p) any other agreement, contract or commitment which involves $1,000 or
     more and is not cancelable without penalty within thirty (30) days other
     than standard end-user licenses of JDA's products and services in the
     ordinary course of business consistent with past practice, or

     (q) any agreement which is otherwise material to JDA's business.

JDA has not breached, or received any claim or threat that it has breached, any
of the terms or conditions of any agreement, contract or commitment to which it
is bound (including those set forth in any of JDA Schedules) in such manner as
would permit any other party to cancel or terminate the same. Each agreement,
contract or commitment required to be set forth in any of JDA Schedules is in
full force and effect (assuming such agreement, contract or commitment has been

                                       18


duly authorized, executed and delivered by the other party or parties thereto)
and, except as otherwise disclosed or defaults fully remedied or resolved, is
not subject to any material default thereunder of which JDA has knowledge by any
party obligated to JDA pursuant thereto.

2.15 Interested Party Transactions.

No officer, director or stockholder of JDA (nor any affiliate, sibling,
descendant or spouse of any of such persons, or any trust, partnership,
corporation or other entity in which any of such persons has or has had an
interest), has or has had, directly or indirectly, (i) an interest in any entity
which furnished or sold, or furnishes or sells, services or products which JDA
furnishes or sells, or proposes to furnish or sell, or (ii) any interest in any
entity which purchases from or sells or furnishes to, JDA, any goods or
services, or (iii) any direct or indirect agreement, understanding, commitment
or arrangement of any kind with or any interest in any person who is a party to
any contract, agreement, commitment or arrangement of any kind with either JDA
or BESC or an affiliate of either JDA or BESC, or (iv) a beneficial interest in
any contract or agreement required to be set forth in Schedule 2.14; provided,
that ownership of no more than one percent (1%) of the outstanding voting stock
of a publicly traded corporation shall not be deemed an "interest in any entity"
for purposes of this Section 2.15.

2.16 Governmental Authorization.

Schedule 2.16 accurately lists each material federal, state, county, local or
foreign governmental consent, license, permit, grant, or other authorization
issued to JDA (i) pursuant to which JDA currently operates or holds any interest
in any of its properties or (ii) which is required for the operation of its
business or the holding of any such interest (herein collectively called "JDA
Authorizations"). JDA Authorizations are in full force and effect and constitute
all the authorizations required to permit JDA to operate or conduct its business
or hold any interest in its properties.

2.17 Litigation.

Except as described in Schedule 2.17 there are no suits, actions or legal,
administrative, arbitration or other proceedings and governmental investigations
or any other claims, pending or, to JDA's knowledge, threatened, nor to the best
knowledge of JDA or the Principal Shareholders is there any basis therefor. None
of such suits, actions, proceedings, investigations or claims seek to prevent
the consummation of the Merger. There is no judgment, decree or order enjoining
JDA in respect of, or the effect of which is to prohibit, any business practice
or the Oncologix of any property or the conduct of business of JDA. Schedule
2.17 also lists all suits and legal actions initiated by JDA.

2.18 Accounts Receivable.

All receivables of JDA arose in the ordinary course of business at the aggregate
amounts thereof, are collectible (except to the extent reserved against as
reflected in JDA's Financial Statements) and are carried at values determined in
accordance with generally accepted accounting principles consistently applied.
To the knowledge of JDA, none of the receivables of JDA is subject to any claim
of offset, recoupment, setoff or counterclaim and there are no facts or
circumstances (whether asserted or unasserted) that would give rise to any such

                                       19


claim. No receivables are contingent upon the performance by JDA of any
obligation or contract except for JDA's maintenance obligations under its
maintenance agreements (although no customer has claimed that JDA has failed to
perform its maintenance obligations). No person has any lien, charge, pledge,
security interest or other encumbrance on any of such receivables and no
agreement for deduction or discount has been made with respect to any of such
receivables.

2.19 Minute Books.

The minute books of JDA made available to counsel for BESC contain a complete
and accurate summary of all meetings of directors and stockholders since the
time of incorporation of JDA, and reflect all transactions referred to in such
minutes accurately in all material respects.

2.20 Environmental and OSHA.

2.20.1 Hazardous Material.

As of the Closing date, no material amount of any substance that is regulated by
any Governmental Entity or that has been designated by any Governmental Entity
to be radioactive, toxic, hazardous or otherwise a danger to health or the
environment, including, without limitation, PCBs, asbestos, urea-formaldehyde
and all substances listed pursuant to the United States Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended from
time to time, and the United States Resource Recovery and Conservation Act of
1976, as amended from time to time, and the regulations and publications
promulgated pursuant to said laws (a "Hazardous Material"), is present, as a
result of the actions of JDA (excluding failure of JDA to remediate the presence
of a Hazardous Material resulting from the actions of any previous owner or
occupier of JDA Property of which presence JDA does not have knowledge) in
violation of any law in effect on or before the Closing Date, in, on or under
any property, including the land and the improvements, ground water and surface
water thereof, that JDA or any of its past or present subsidiaries has at any
time owned, operated, occupied or leased (collectively, "JDA Property"). In any
event, JDA does not know of the presence of any Hazardous Material in, on or
under any JDA Property.

2.20.2 Hazardous Materials Activities.

At no time prior to the Closing has JDA transported, stored, used, manufactured,
released or exposed its employees or others to Hazardous Materials in violation
of any law in effect on or before the Closing Date, nor has JDA disposed of,
transferred, sold, or manufactured any product containing a Hazardous Material
(collectively "Hazardous Materials Activities") in violation of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, the Resource Conservation and Recovery Act of 1976, the Toxic
Substances Control Act of 1976 and any other applicable state or federal acts
(including the rules and regulations thereunder) as in effect on or before the
Closing Date.

2.20.3 Permits.

JDA currently holds no environmental approvals, permits, licenses, clearances
and consents and none are necessary for the conduct of JDA's Hazardous Material
Activities and other businesses of JDA as such activities and businesses are
currently being conducted.

                                       20


2.21 Brokers' and Finders' Fees.

Except as set forth in Schedule 2.21, JDA has not incurred, nor will it incur,
directly or indirectly, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement or any
transaction contemplated hereby.

2.22 Labor Matters.

JDA is in compliance in all respects with all currently applicable laws and
regulations respecting employment, discrimination in employment, terms and
conditions of employment and wages and hours and occupational safety and health
and employment practices, and is not engaged in any unfair labor practice. JDA
has not received any notice from any Governmental Entity, and to the knowledge
of JDA, there has not been asserted before any Governmental Entity, any claim,
action or proceeding to which JDA is a party or involving JDA, and there is
neither pending nor, to the knowledge of JDA, threatened any investigation or
hearing concerning JDA arising out of or based upon any such laws, regulations
or practices. There are no pending claims against JDA under any workers
compensation plan or policy or for long-term disability. JDA has complied in all
material respects with all applicable provisions of the Consolidated Omnibus
Budget Reconciliation Act of 1985 and has no obligations with respect to any
former employees or qualifying beneficiaries thereunder. Schedule 2.22 lists all
current employees of JDA and their current salary and vacation accruals.

2.23 Insurance.

Schedule 2.23 lists all insurance policies and fidelity bonds covering the
assets, business, equipment, properties, operations, errors and omissions,
employees, officers and directors of JDA as well as all claims made under any
insurance policy by JDA since July 17, 2006. There is no claim by JDA pending
under any of such policies or bonds as to which coverage has been questioned,
denied or disputed by the underwriters of such policies or bonds. All premiums
payable under all such policies and bonds have been paid and JDA is otherwise in
compliance in all material respects with the terms of such policies and bonds
(or other policies and bonds providing substantially similar insurance
coverage). Such policies of insurance and bonds are of the type and in amounts
customarily carried by persons conducting businesses similar to those of JDA.
JDA does not know of any threatened termination of or material premium increase
with respect to any of such policies. JDA has never been denied insurance
coverage nor has any insurance policy of JDA ever been canceled for any reason.

2.24 Compliance with Laws.

JDA has complied in all material respects with, is not in violation in any
material respect of, and has not received any notices of violation with respect
to, any federal, state or local statute, law or regulation with respect to the
conduct of its business, or the ownership or operation of its business, assets
or properties.

                                       21


2.25 Complete Copies of Documents.

JDA has delivered or made available true and complete copies of each document
(or a summary of same) which has been requested in writing, with some degree of
specificity, by BESC or its counsel.

2.26 Binding Agreements: No Default.

Each of the contracts, agreements and other instruments shown on the Exhibits
and Schedules referred to in this Agreement to which JDA is a party is a legal,
binding, and enforceable obligation by or against JDA (assuming that such
contracts, agreements and instruments are binding on all other parties thereto
in writing and that JDA has no knowledge that they are not) in accordance with
its terms, and no party with whom JDA has an agreement or contract is, to JDA's
knowledge, in default thereunder or has breached any material terms or
provisions thereof (subject to all applicable bankruptcy, insolvency,
reorganization and other laws applicable to creditors' rights and remedies and
to the exercise of judicial discretion in accordance with general principles of
equity).

2.27 Report by BESC on Form 8-K.

The information supplied by JDA for inclusion in the Current Report on Form 8-K
(which, as amended or supplemented is referred to herein as the "8-K") to be
filed by BESC with the Securities and Exchange Commission upon the execution of
this Agreement shall not, on the date the 8-K is filed, contain any statement
which, at such time and in light of the circumstances under which it shall be
made, is false or misleading with respect to any material fact, or shall omit to
state any material fact necessary in order to make the statements made therein
not false or misleading; or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to this transaction
which has become false or misleading. If at any time prior to the filing of the
8-K any event relating to JDA or any of its affiliates, officers or directors
should be discovered by JDA which should be set forth in an amendment or a
supplement to the 8-Kt, JDA shall promptly inform BESC and Oncologix.
Notwithstanding the foregoing, JDA makes no representation or warranty with
respect to any information supplied by BESC or Oncologix which is contained in
the 8-K, a substantially final copy of which shall be provided by BESC to JDA
and its counsel as soon as practicable prior to filing,

2.28 Employee Benefit Plans.

Schedule 2.28 lists all employee benefit plans and all bonus, stock option,
stock purchase, incentive, deferred compensation, supplemental retirement,
severance and other similar fringe or employee benefit plans, programs or
arrangements, and any current or former employment or executive compensation or
severance agreements, written or otherwise, for the benefit of, or relating to,
any employee of JDA. JDA does not and never has had any employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). None of the plans promises or provides retiree medical or other
retiree welfare benefits to any person except as required by applicable law,
including but not limited to COBRA; all plans are in compliance in all material

                                       22


respects with the requirements prescribed by any and all applicable statutes,
orders, or governmental rules and regulations currently in effect with respect
thereto and JDA has performed in all material respects all obligations required
to be performed by it under, is not in default under or violation of, and has no
knowledge of any default or violation by any other party to, any of the plans.
JDA has made available to BESC complete, accurate and current copies of all such
plans and all amendments, documents, correspondence and filings relating
thereto, including but not limited to any statements, filings, reports or
returns filed with any governmental agency with respect thereto at any time
within the three-year period ending on the date hereof.

2.29 Distribution Agreements.

No person has the right to distribute any of the products of JDA

2.30 Representations Complete.

None of the representations or warranties made by JDA, nor any statement made in
any Schedule, Exhibit or certificate furnished by JDA pursuant to this
Agreement, when read in its entirety, contains or will contain any untrue
statement of a material fact at the Effective Time, or omits or will omit to
state any material fact necessary in order to make the statements contained
herein or therein, in the light of the circumstances under which made, not
misleading.


        ARTICLE III REPRESENTATIONS AND WARRANTIES OF BESC AND ONCOLOGIX

BESC and Oncologix represent and warrant to JDA, subject to the exceptions
specifically disclosed in the schedules supplied and initialed by BESC to JDA
(the "BESC Schedules"), as follows:

3.1 Organization, Standing and Power.

BESC is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. Oncologix is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada. BESC and Oncologix each have the corporate power to own its properties
and to carry on its business as now being conducted and is duly qualified to do
business and is in good standing in each jurisdiction in which the failure to be
so qualified would have a Material Adverse Effect on BESC and Oncologix taken as
a whole. BESC has made available a true and correct copy of the Articles of
Incorporation and Bylaws of BESC and Oncologix, as amended to date, to counsel
for JDA.

3.2 Capital Structure of BESC.

3.2.1 BESC Authorized Capital Stock.

The authorized stock of BESC consists of 100,000,000 shares of Common Stock, par
value $0.001 per share, of which 47,092,953 shares were issued and outstanding
as of July 11, 2006 and 10,000,000 shares of preferred stock, of which 443,162
shares were outstanding as of said date. The authorized capital stock of
Oncologix consists of 50,000,000 shares of Common Stock, par value $0.001 per
share, 1,000,000 shares of which, as of the date hereof, are issued and
outstanding and are held by BESC, and 5,000,000 shares of preferred stock, of

                                       23


which no shares were outstanding as of the date hereof. All such shares have
been duly authorized, and all such issued and outstanding shares have been
validly issued, are fully paid and nonassessable and are free of any liens or
encumbrances other than any liens or encumbrances created by or imposed upon the
holders thereof. Except as disclosed in the SEC Documents (defined in Section
3.4), there are no options, warrants, calls, rights, commitments or agreements
of any character to which BESC is a party or by which it is bound obligating
BESC to issue, deliver, sell, repurchase or redeem, or cause to be issued,
delivered, sold, repurchased or redeemed, any shares of the capital stock of
BESC or obligating BESC to grant, extend or enter into any such option, warrant,
call, right, commitment or agreement.

3.2.2 Status of BESC Shares.

The shares of BESC Transaction Shares to be issued pursuant to the Merger will
be duly authorized, validly issued, fully paid, and nonassessable.

3.3 Authority.

BESC and Oncologix have all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will have been duly authorized by all necessary
corporate action on the part of BESC and Oncologix. This Agreement has been duly
executed and delivered by BESC and Oncologix and constitutes the valid and
binding obligations of BESC and Oncologix. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
will not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under (i) any provision of the Articles of Incorporation or
Bylaws of BESC and Oncologix or (ii) any mortgage, indenture, lease, contract or
other agreement or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to BESC
and Oncologix or their respective properties or assets, other than any such
conflicts, violations, defaults, terminations, cancellations or accelerations
which individually or in the aggregate would not have a material adverse effect
on the ability of BESC or Oncologix to consummate the transactions contemplated
hereby. No consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity, is required by or with
respect to BESC and Oncologix in connection with the execution and delivery of
this Agreement by BESC and Oncologix or the consummation by BESC and Oncologix
of the transactions contemplated hereby, except for (i) the filing of the
Articles of Merger with the Maryland Department of Assessments and Taxation,
(ii) such consents, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable state and federal
securities laws and the laws of any foreign country and (iii) such other
consents, authorizations, filings, approvals and registrations which if not
obtained or made would not have a material adverse effect on the ability of BESC
or Oncologix to consummate the transactions contemplated hereby.

                                       24


3.4 SEC Documents; BESC Financial Statements.

BESC has furnished or made available to JDA a true and complete copy of its Form
10-KSB for the fiscal years ended August 31, 2004 and 2005, and of its Form
10-QSB for the quarter ended May 31, 2006 and each subsequent Current Report on
Form 8-K (collectively, the "SEC Documents"), which BESC filed under the
Exchange Act with the Securities and Exchange Commission (the "SEC"). As of
their respective filing dates, the SEC Documents complied in all material
respects with the requirements of the Exchange Act, and none of the SEC
Documents contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances in which they were made,
not misleading, except to the extent corrected by a subsequently filed document
with the SEC. The financial statements of BESC, including the notes thereto,
included in the SEC Documents (the "BESC Financial Statements") comply as to
form in all material respects with applicable accounting requirements and with
the published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated in the notes thereto or, in the
case of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly
present the consolidated financial position of BESC at the dates thereof and of
its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal, recurring audit adjustments). There has been
no change in BESC accounting policies or estimates except as described in the
notes to the BESC Financial Statements. BESC has no material obligations other
than (i) those set forth in the BESC Financial Statements and (ii) those not
required to be set forth in the BESC Financial Statements under generally
accepted accounting principles.

3.5 Broker's and Finders' Fees.

BESC has not incurred, and will not incur, directly or indirectly, any liability
for brokerage or finders' fees or agents' commissions or any similar charges in
connection with this Agreement, the Merger or any transaction contemplated
hereby.

3.6 Current Report on Form 8-K.

The Current Report on Form 8-K ("8-K") which will be filed with the SEC upon the
Closing of this transaction, shall not, at the time it is filed, contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements included therein, in light of the circumstances
under which they were made, not misleading. The 8-K shall comply in all material
respects as to form and substance with the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations promulgated thereunder.

3.7 Ownership of JDA Common Stock.

As of the date of execution of this Agreement, neither BESC nor Oncologix owns
any shares of JDA Common Stock.

                                       25


3.8 Litigation.

Except as disclosed in the SEC Documents or in Schedule 3.8 attached hereto,
there are no suits, actions or legal, administrative, arbitration or other
proceedings or governmental investigations against BESC pending or, to BESC's
knowledge, threatened, which (i) if determined adversely to BESC, could be
expected to result in a material adverse effect on the financial condition or
results of operations of BESC, or (ii) seek to prevent the consummation of the
Merger.


                 ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1 Conduct of Business of JDA.

During the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Effective Time, JDA agrees
(except to the extent that BESC shall otherwise consent in writing), to carry on
its business in substantially the same manner as described in the Business Plan
and, to the extent consistent with such business, use all reasonable efforts to
preserve intact JDA's present business organizations, keep available the
services of its present officers and key employees and preserve their
relationships with, suppliers, licensors, licensees, and others having business
dealings with it, to the end that JDA's goodwill and ongoing businesses shall be
unimpaired at the Effective Time. JDA shall promptly notify BESC of any event or
occurrence or emergency and any event which could, in the reasonable judgment of
JDA, have a Material Adverse Effect on JDA. Except as expressly contemplated by
this Agreement or set forth in Schedule 4.1, JDA shall not, without the prior
written consent of BESC:

     (a) Issue, deliver or sell or authorize or propose the issuance, delivery
     or sale of, or purchase or propose the purchase of, any shares of its
     capital stock or securities convertible into, or subscriptions, rights,
     warrants or options to acquire, or other agreements or commitments of any
     character obligating it to issue any such shares or other convertible
     securities except for the issuance of shares of capital stock upon exercise
     of options outstanding on the date hereof;

     (b) Enter into any commitment or transaction not in the ordinary course of
     business (i) to be performed over a period longer than six (6) months in
     duration, or (ii) to purchase fixed assets for a purchase price in excess
     of $1,000;

     (c) Grant any severance or termination pay to any director or any employee;

     (d) Transfer to any person or entity any rights to JDA's Intellectual
     Property;

     (e) Enter into or amend any agreements pursuant to which any other party is
     granted exclusive marketing or other rights of any type or scope with
     respect to any products of JDA;

     (f) Violate, amend or otherwise modify the terms of any of the contracts or
     agreements required to be set forth in JDA Schedules;

     (g) Commence any litigation;

                                       26


     (h) Declare or pay any dividends on or make any other distributions
     (whether in cash, stock or property) in respect of any of its capital
     stock, or split, combine or reclassify any of its capital stock or issue or
     authorize the issuance of any other securities in respect of, in lieu of or
     in substitution for shares of capital stock of JDA, or repurchase or
     otherwise acquire, directly or indirectly, any shares of its capital stock
     except from former employees, directors and consultants in accordance with
     agreements, copies of which have been furnished to BESC's counsel,
     providing for the repurchase of shares at cost in connection with any
     termination of service to JDA;

     (i) Cause or permit any amendments to its Articles of Incorporation or
     Bylaws;

     (j) Acquire or agree to acquire by merging or consolidating with, or by
     purchasing a substantial portion of the assets of, or by any other manner,
     any business or any corporation, partnership, association or other business
     organization or division thereof, or otherwise acquire or agree to acquire
     any assets which are material, individually or in the aggregate, to the
     business of JDA;

     (k) Sell, lease, license or otherwise dispose of any of its properties or
     assets which are material, individually or in the aggregate, to the
     business of JDA, except in the ordinary course of business;

     (l) Incur any indebtedness for borrowed money or guarantee any such
     indebtedness or issue or sell any debt securities of JDA or guarantee any
     debt securities of others;

     (m) Adopt or amend any employee benefit plan, or enter into any employment
     contract, pay any special bonus or special remuneration to any director or
     employee, or increase the salaries or wage rates of its employees;

     (n) Revalue any of its assets, including without limitation writing down
     the value of inventory or writing off notes or accounts receivable other
     than in the ordinary course of business;

     (o) Pay, discharge or satisfy in an amount in excess of $1,000 in any one
     case any claim, liability or obligation (absolute, accrued, asserted or
     unasserted, contingent or otherwise), other than the payment, discharge or
     satisfaction in the ordinary course of business of liabilities reflected or
     reserved against in JDA Financial Statements (or the notes thereto);

     (p) Make or change any material election in respect of Taxes, adopt or
     change any accounting method in respect of Taxes, file any material Return
     or any amendment to a material Return, enter into any closing agreement,
     settle any claim or assessment in respect of Taxes, or consent to any
     extension or waiver of the limitation period applicable to any claim or
     assessment in respect of Taxes; or

     (q) Take, or agree in writing or otherwise to take, any of the actions
     described in Sections 4.1(a) through (p) above, or any action which would
     make any of the representations or warranties or covenants of JDA contained
     in this Agreement materially untrue or incorrect.

                                       27


4.2 No Solicitation.

Prior to the Effective Time, JDA will not (nor will JDA permit any of JDA's
officers, directors, stockholders affiliated with any officer or director or
JDA's agents, representatives or affiliates to) directly or indirectly, take any
of the following actions with any party other than BESC and its designees:

     (a) solicit, encourage, initiate or participate in any negotiations or
     discussions with respect to, any offer or proposal to acquire all or
     substantially all of JDA's business and properties or capital stock whether
     by merger, purchase of assets, tender offer or otherwise,

     (b) except as required by law and except for disclosures made to financial
     institutions and others in the ordinary course of business, disclose any
     information not customarily disclosed to any person other than its
     attorneys or financial advisors concerning JDA's business and properties or
     afford to any person or entity access to its properties, books or records,
     or

     (c) assist or cooperate with any person to make any proposal to purchase
     all or any part of JDA's capital stock or assets, other than licensing of
     software in the ordinary course of business.

In the event JDA shall receive any offer or proposal, directly or indirectly, of
the type referred to in clause (a) or (c) above, or any request for disclosure
or access pursuant to clause (b) above, it shall immediately inform BESC as to
any such offer or proposal and will cooperate with BESC by furnishing any
information it may reasonably request.

4.3 Conduct of Business of BESC.

During the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement and the Effective Time, as the case
may be, BESC agrees (except to the extent that JDA shall otherwise consent in
writing), that BESC shall promptly notify JDA of any event or occurrence or
emergency which is not in the ordinary course of business of BESC and which is
material and adverse to the business of BESC and its subsidiaries taken as a
whole.

                          ARTICLE V REGISTRATION RIGHTS

5.1 Certain Definitions.

As used in this Article V, the following terms shall have the following
respective meanings:

     (a) "Closing" shall mean the Closing as defined in Section 1.2 of this
     Agreement.

     (b)"Commission" shall mean the Securities and Exchange Commission or any
     other federal agency at the time administering the Securities Act.

     (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, or any similar successor federal statute and the rules and
     regulations thereunder, all as the same shall be in effect from time to
     time.

                                       28


     (d) "Holder" shall mean any person who acquired Registrable Securities
     pursuant to this Agreement and any transferee of Registrable Securities to
     whom the registration rights conferred by this Agreement have been
     transferred in compliance with Section 5.14 hereof.

     (e) "Initiating Holders" shall mean any Holder or Holders who in the
     aggregate hold not less than forty percent (40%) of the outstanding
     Registrable Securities.

     (f) "Other Stockholders" shall mean persons other than Holders who, by
     virtue of agreements with the Company, are entitled to include their
     securities in certain registrations.

     (g)"Restricted Securities" shall mean the securities of the Company
     required to bear or bearing the legend set forth in Section 1.8 (b) hereof.

     (h) "Registrable Securities" shall mean:

          (i) during the period commencing six months after the Closing and
     ending 24 months thereafter, no more than 500,000 and BESC Transaction
     Shares (excluding, however, Shares issued to the Principal Shareholders and
     to the Executive Shareholders) that are not subject to the Escrow provided
     in Section 1.10 of this Agreement;

          (ii) during the period commencing 24 months after the Closing and
     ending 36 months thereafter, no more than fifty percent (50%) of the BESC
     Transaction Shares any Released Shares, including those issued to the
     Principal Shareholders and the Executive Shareholders that have been
     released from the Escrow;

          (iii) during the period commencing 36 months after the Closing and
     ending 40 months thereafter, any such Shares not subject to the Escrow
     including those issued to the Principal Shareholders and the Executive
     Shareholders; and

          (iv) any Common Stock issued as a dividend or other distribution with
     respect to or in exchange for or in replacement of the shares referenced in
     (i), (ii), and (iii); provided that,

          (v) In no case shall "Registrable Securities" include shares that were
     previously registered or that have otherwise been sold to the public.

     (i) The terms "register", "registered" and "registration" shall refer to a
     registration effected by preparing and filing a registration statement in
     compliance with the Securities Act and applicable rules and regulations
     thereunder, and the declaration or ordering of the effectiveness of such
     registration statement.

     (j) "Registration Expenses" shall mean all expenses incurred in effecting
     any registration pursuant to this Agreement, including, without limitation,
     all registration, qualification and filing fees, printing expenses, escrow
     fees, fees and disbursements of counsel for the Company, blue sky fees and
     expenses, expenses of any regular or special audits incident to or required
     by any such registration, but shall not include Selling Expenses and fees
     and disbursements of counsel for the Holders (but excluding the
     compensation of regular employees of the Company, which shall be paid in
     any event by the Company).

                                       29


     (k) "Rule 144" shall mean Rule 144 as promulgated by the Commission under
     the Securities Act, as such Rule may be amended from time to time, or any
     similar successor rule that may be promulgated by the Commission.

     (l) "Securities Act" shall mean the Securities Act of 1933, as amended, or
     any similar successor federal statute and the rules and regulations
     thereunder, all as the same shall be in effect from time to time,
     corresponding to such act.

     (m) "Selling Expenses" shall mean all underwriting discounts and selling
     commissions applicable to the sale of Registrable Securities and all fees
     and disbursements of counsel for any Holder (other than the fees and
     disbursements of counsel included in Registration Expenses).


5.2 Requested Registration.

5.2.1 Request for Registration.

If BESC shall receive from Initiating Holders at any time or times not later
than forty (40) months after the Closing, a written request specifying that it
is made pursuant to this Section 5.2 that effect any registration with respect
to all or a part of the Registrable Securities having a reasonably anticipated
aggregate offering price, net of underwriting discounts and commissions, that
exceeds $250,000, BESC will:

     (a) promptly give written notice of the proposed registration to all other
     Holders; and

     (b) as soon as practicable, use its best efforts to effect such
     registration (including, without limitation, filing post-effective
     amendments, appropriate qualifications under applicable blue sky or other
     state securities laws and appropriate compliance with the Securities Act)
     as would permit or facilitate the sale and distribution of all or such
     portion of such Registrable Securities as are specified in such request,
     together with all or such portion of the Registrable Securities of any
     Holder or Holders joining in such request as are specified in a written
     request received by BESC within twenty (20) days after such written notice
     from the Company is effective; provided that BESC shall register up to
     200,000 shares held by the University of Maryland, Baltimore, at its
     request, without regard to any of the conditions provided above in this
     Section 5.2.1. BESC shall not be obligated to effect, or to take any action
     to effect, any such registration pursuant to this Section 5.2:

          (A) In any particular jurisdiction in which BESC would be required to
     execute a general consent to service of process in effecting such
     registration, qualification or compliance, unless BESC is already subject
     to service in such jurisdiction and except as may be required by the
     Securities Act;

                                       30


          (B) After BESC has effected three such registrations pursuant to this
     Section 5.2) and such registrations have been declared or ordered
     effective;

          (C) During the period starting with the date sixty (60) days prior to
     BESC's good faith estimate of the date of filing of, and ending on a date
     one hundred eighty (180) days after the effective date of, a registration
     pursuant to Section 5.3 hereof; provided that it is actively employing in
     good faith all reasonable efforts to cause such registration statement to
     become effective;

5.2.2 Registration Statement

Subject to the foregoing clauses (A) through (C) of Section 5.2.1, BESC shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Initiating Holders; provided, however, that if (i) in the good faith
judgment of the Board of Directors of BESC, such registration would be seriously
detrimental to BESC and the Board of Directors of BESC concludes, as a result,
that it is essential to defer the filing of such registration statement at such
time, and (ii) BESC shall furnish to such Holders a certificate signed by the
president of BESC stating that in the good faith judgment of the Board of
Directors of BESC, it would be seriously detrimental to BESC for such
registration statement to be filed in the near future and that it is, therefore,
essential to defer the filing of such registration statement, then BESC shall
have the right to defer such filing for the period during which such disclosure
would be seriously detrimental, provided, that BESC may not defer the filing for
a period of more than one hundred eighty (180) days after receipt of the request
of the Initiating Holders, and, provided further, that (except as provided in
clause (c) above) BESC shall not defer its obligation in this manner more than
once in any twelve-month period. The registration statement filed pursuant to
the request of the Initiating Holders may, subject to the provisions of this
Section 5.2, include other securities of BESC and may include securities of BESC
being sold for the account of BESC.

5.2.3 Underwriting.

If the Initiating Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise BESC
as a part of their request made pursuant to this Section 5.2 and BESC shall
include such information in the written notice referred to in Section
5.2.1(a)above. The right of any Holder to registration pursuant to this Section
5.2 shall be conditioned upon such Holder's participation in such underwriting
and the inclusion of such Holder's Registrable Securities in the underwriting
(unless otherwise mutually agreed by a majority in interest of the Initiating
Holders and such Holder with respect to such participation and inclusion) to the
extent provided herein. A Holder may elect to include in such underwriting all
or a part of the Registrable Securities he holds.

5.2.4 Procedures.

If BESC shall request inclusion in any registration pursuant to this Section 5.2
of securities being sold for its own account, or if other persons shall request
inclusion in any registration pursuant to this Section 5.2, the Initiating
Holders shall, on behalf of all Holders, offer to include such securities in the
underwriting and may condition such offer on their acceptance of the further
applicable provisions of this Article V (including Section 5.12). BESC shall

                                       31


(together with all Holders, and other persons proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders, which underwriter(s) are reasonably acceptable to BESC. Notwithstanding
any other provision of this Section 5.2, if the representative of the
underwriters advises the Initiating Holders in writing that marketing factors
require a limitation on the number of shares to be underwritten, the number of
shares to be included in the underwriting or registration shall be allocated as
set forth in Section 5.13 hereof. If the person who has requested inclusion in
such registration as provided above does not agree to the terms of any such
underwriting, such person shall be excluded therefrom by written notice from
BESC, the underwriter or the Initiating Holders. The securities so excluded
shall also be withdrawn from registration. Any Registrable Securities or other
securities excluded shall also be withdrawn from such registration. If shares
are so withdrawn from the registration and if the number of shares to be
included in such registration was previously reduced as a result of marketing
factors pursuant to this Section 5.2(d), then BESC shall offer to all holders
who have retained rights to include securities in the registration the right to
include additional securities in the registration in an aggregate amount equal
to the number of shares withdrawn, with such shares to be allocated among such
Holders requesting additional inclusion in accordance with Section 5.13.

5.3 Expenses of Registration.

All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 5.2, and reasonable fees of one
counsel for the selling stockholders shall be borne by BESC; provided, however,
that if the Holders bear the Registration Expenses for any registration
proceeding begun pursuant to Section 5.2 and subsequently withdrawn by the
Holders registering shares therein, such registration proceeding shall not be
counted as a requested registration pursuant to Section 5.2 hereof, except in
the event that such withdrawal is based upon material adverse information
relating to that is different from the information known or available (upon
request from BESC or otherwise) to the Holders requesting registration at the
time of their request for registration under Section 5.2, in which event such
registration shall not be treated as a counted registration for purposes of
Section 5.2 hereof, even though the Holders do not bear the Registration
Expenses for such registration. All Selling Expenses relating to securities so
registered shall be borne by the holders of such securities pro rata on the
basis of the number of shares of securities so registered on their behalf.

5.4 Registration Procedures.

In the case of each registration effected by pursuant to Section 5.2, BESC will
keep each Holder advised in writing as to the initiation of each registration
and as to the completion thereof. At its expense, the Company will use its best
efforts to:

     (a) Keep such registration effective for a period of one hundred twenty
     (120) days or until the Holder or Holders have completed the distribution
     described in the registration statement relating thereto, whichever first

                                       32


     occurs; provided, however, that such 120-day period shall be extended for a
     period of time equal to the period the Holder refrains from selling any
     securities included in such registration at the request of an underwriter
     of Common Stock (or other securities) of BESC

     (b) Prepare and file with the Commission such amendments and supplements to
     such registration statement and the prospectus used in connection with such
     registration statement as may be necessary to comply with the provisions of
     the Securities Act with respect to the disposition of all securities
     covered by such registration statement;

     (c) Furnish such number of prospectuses and other documents incident
     thereto, including any amendment of or supplement to the prospectus, as a
     Holder from time to time may reasonably request;

     (d) Notify each seller of Registrable Securities covered by such
     registration statement at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act of the happening of any
     event as a result of which the prospectus included in such registration
     statement, as then in effect, includes an untrue statement of a material
     fact or omits to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading or incomplete in
     the light of the circumstances then existing, and at the request of any
     such seller, prepare and furnish to such seller a reasonable number of
     copies of a supplement to or an amendment of such prospectus as may be
     necessary so that, as thereafter delivered to the purchasers of such
     shares, such prospectus shall not include an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading or incomplete in
     the light of the circumstances then existing;

     (e) Cause all such Registrable Securities registered pursuant hereunder to
     be listed on each securities exchange on which similar securities issued by
     the Company are then listed;

     (f) Provide a transfer agent and registrar for all Registrable Securities
     registered pursuant hereunder and a CUSIP number for all such Registrable
     Securities, in each case not later than the effective date of such
     registration;

     (g) Otherwise use its best efforts to comply with all applicable rules and
     regulations of the Commission, and make available to its security holders,
     as soon as reasonably practicable, an earnings statement covering the
     period of at least twelve months, but not more than 18 months, beginning
     with the first month after the effective date of the Registration
     Statement, which earnings statement shall satisfy the provisions of Section
     10(a) of the Securities Act; and

     (h) In connection with any underwritten offering pursuant to a registration
     statement filed pursuant to Section 5.2 hereof, BESC will enter into an
     underwriting agreement reasonably necessary to effect the offer and sale of
     Common Stock, provided such underwriting agreement contains customary
     underwriting provisions and provided further that if the underwriter so
     requests the underwriting agreement will contain customary contribution
     provisions.

                                       33


5.5 Indemnification.

5.5.1 By BESC.

BESC will indemnify each Holder, each of its officers, directors and partners,
legal counsel and accountants and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Article V, and
each underwriter, if any, and each person who controls within the meaning of
Section 15 of the Securities Act any underwriter, against all expenses, claims,
losses, damages and liabilities (or actions, proceedings or settlements in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by BESC of the Securities Act or any
rule or regulation thereunder applicable to BESC and relating to action or
inaction required of BESC in connection with any such registration,
qualification or compliance, and will reimburse each such Holder, each of its
officers, directors, partners, legal counsel and accountants and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability or action, provided that BESC will not be liable in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based upon written
information furnished to BESC by such Holder or underwriter and stated to be
specifically for use therein. It is agreed that the indemnity agreement
contained in this Section 5.5.1 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of BESC (which consent has not been unreasonably withheld).

5.5.2 By the Holders.

Each Holder (other than the University of Maryland, Baltimore) will, if
Registrable Securities held by him are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify
BESC, each of its directors, officers, partners, legal counsel and accountants
and each underwriter, if any, of the BESC's securities covered by such a
registration statement, each person who controls BESC or such underwriter within
the meaning of Section 15 of the Securities Act, each other such Holder and
Other Stockholder and each of their officers, directors and partners, and each
person controlling such Holder or Other Stockholder, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or

                                       34


other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse BESC and such Holders, Other
Stockholders, directors, officers, partners, legal counsel and accountants,
persons, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to BESC by such Holder; provided,
however, that the obligations of such Holder hereunder shall not apply to
amounts paid in settlement of any such claims, losses, damages or liabilities
(or actions in respect thereof) if such settlement is effected without the
consent of such Holder (which consent shall not be unreasonably withheld).
Notwithstanding anything contained herein to the contrary, the foregoing
indemnification, hold harmless, and reimbursement obligations shall not apply to
the University of Maryland, Baltimore.

5.5.3 Notice.

Each party entitled to indemnification under this Section 5.5 (the "Indemnified
Party") shall give notice to the party required to provide indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting therefrom, shall
be approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 5.5, to the extent such failure is not
prejudicial. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.

5.5.4 Contribution.

If the indemnification provided for in this Section 5.5 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to
any loss, liability, claim, damage or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such loss, liability, claim, damage or expense in such proportion as

                                       35


is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions which resulted in such loss, liability, claim, damage or
expense as well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

5.5.5 Underwriting Agreement to Control.

Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.

5.5.6 Information by Holder.

Each Holder of Registrable Securities shall furnish to BESC such information
regarding such Holder and the distribution proposed by such Holder as BESC may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification or compliance referred to in this Article
V.

5.6 Rule 144 Reporting.

With a view to making available the benefits of certain rules and regulations of
the Commission which may permit the sale of the Restricted Securities to the
public without registration, BESC agrees to use its best efforts to:

     (a) Make and keep public information available as those terms are
     understood and defined in Rule 144 under the Securities Act;

     (b) File with the Commission in a timely manner all reports and other
     documents required of BESC under the Securities Act and the Exchange Act at
     any time after it has become subject to such reporting requirements;

     (c) So long as a Holder owns any Restricted Securities, furnish to the
     Holder forthwith upon written request a written statement by BESC as to its
     compliance with the reporting requirements of Rule 144, a copy of the most
     recent annual or quarterly report of the Company, and such other reports
     and documents so filed as a Holder may reasonably request in availing
     itself of any rule or regulation of the Commission allowing a Holder to
     sell any such securities without registration.

5.7 Transfer or Assignment of Registration Rights.

The rights to cause BESC to register securities granted to a Holder by BESC
under Section 5.2, may be transferred or assigned by a Holder only to a
transferee or assignee of not less than 100,000 shares of Registrable Securities
(as presently constituted and subject to subsequent adjustments for stock
splits, stock dividends, reverse stock splits and the like), and only provided
that BESC is given written notice at the time of or within a reasonable time
after said transfer or assignment, stating the name and address of said

                                       36


transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned, and provided further that
the transferee or assignee of such rights assumes the obligations of such Holder
under this Article V.

5.8 Allocation of Registration Opportunities.

In any circumstance in which all of the Registrable Securities and other shares
of Common Stock of BESC (including shares of Common Stock issued or issuable
upon conversion of shares of any currently unissued series of Preferred Stock of
the Company) with registration rights (the "Other Shares") requested to be
included in a registration on behalf of the Holders or other selling
stockholders cannot be so included as a result of limitations of the aggregate
number of shares of Registrable Securities and Other Shares which may be so
included, the number of shares of Registrable Securities and Other Shares which
may be so allocated among the Holders and other selling stockholders requesting
inclusion of shares pro rata on the basis of the number of shares of Registrable
Securities and Other Shares that would be held by such Holders and other selling
stockholders, assuming conversion; provided, however, that, so that such
allocation shall not operate to reduce the aggregate number of Registrable
Securities and Other Shares to be included in such registration, if any Holder
or other selling stockholder does not request inclusion of the maximum number of
shares of Registrable Securities and Other Shares allocated to him pursuant to
the above-described procedure, the remaining portion of his allocation shall be
reallocated among those requesting Holders and other selling stockholders whose
allocations did not satisfy their requests pro rata on the basis of the number
of shares of Registrable Securities and Other Shares that would be held by such
Holders and other selling stockholders, assuming conversion, and this procedure
shall be repeated until all of the shares of Registrable Securities and Other
Shares that may be included in the registration on behalf of the Holders and
other selling stockholders have been so allocated. BESC shall not limit the
number of Registrable Securities to be included in a registration pursuant to
this Agreement in order to include shares held by stockholders with no
registration rights or to include any other shares of stock issued to employees,
officers, directors or consultants pursuant to BESC's Employee Stock Option
Plan, or with respect to registrations under Section 5.2, in order to include in
such registration securities registered for the Company's own account.

5.9 Delay of Registration.

No Holder shall have any right to take and, action to restrain, enjoin, or
otherwise delay any registration as the result of any controversy that might
arise with respect to the interpretation or implementation of this Article V.


                        ARTICLE VI ADDITIONAL AGREEMENTS

6.1 Securities Filings.

BESC shall make all necessary filings with respect to the Merger under the
Securities Act and the Exchange Act and the rules and regulations thereunder,
under applicable Blue Sky or similar securities laws, rules and regulations and
shall use all reasonable efforts required approvals and clearances with respect
thereto.

                                       37


6.2 Meeting of JDA Stockholders.

JDA shall promptly after the date hereof take all action necessary in accordance
with Maryland Law and its Articles of Incorporation and Bylaws to convene a JDA
Stockholders' meeting. JDA shall consult with BESC and use all reasonable
efforts to hold JDA Stockholders' Meeting on a day acceptable to BESC. In
connection with such JDA Stockholders' Meeting, JDA shall prepare and deliver to
its stockholders a statement describing the Merger and its effects
("Statement"). The Statement shall be subject to BESC's approval, which shall
not be unreasonably withheld, and shall include the unanimous recommendation of
the Board of Directors of JDA in favor of the Merger and the transactions
contemplated hereby, which recommendation shall not be changed.

6.3 Access to Information.

JDA shall afford BESC and its accountants, counsel and other representatives,
reasonable access during normal business hours during the period prior to the
Effective Time to (a) all of its properties, books, contracts, commitments and
records, and (b) all other information concerning the business, properties and
personnel of JDA as BESC may reasonably request. JDA agrees to provide to BESC
and its accountants, counsel and other representatives copies of internal
financial statements promptly upon request. No information or knowledge obtained
in any investigation pursuant to this Section 6.3 shall affect or be deemed to
modify any representation or warranty contained herein or the conditions to the
obligations of the parties to consummate the Merger.

6.4 Confidentiality.

From the date hereof to and including the Effective Time, the parties hereto
shall maintain, and cause their directors, employees, agents and advisors to
maintain, in confidence and not disclose or use for any purpose, except the
evaluation of the transactions contemplated hereby and the accuracy of the
respective representations and warranties of the parties hereto contained
herein, information concerning the other parties hereto and obtained directly or
indirectly from such parties, or their directors, employees, agents or advisors,
except such information as is or becomes (a) available to the non-disclosing
party from third parties not subject to an undertaking of confidentiality or
secrecy; (b) generally available to the public other than as a result of a
breach by the non-disclosing party hereunder; or (c) required to be disclosed
under applicable law; and except such information as was in the possession of
such party prior to obtaining such information from such other party as to which
the fact of prior possession such possessing party shall have the burden of
proof. In the event that the transactions contemplated hereby shall not be
consummated, all such information which shall be in writing shall be returned to
the party furnishing the same, including to the extent reasonably practicable,
copies or reproductions thereof which may have been prepared.

6.5 Expenses.

Whether or not the Merger is consummated, all expenses incurred in connection
with the Merger and this Agreement ("Expenses"), including without limitation
legal fees and expenses, shall be the obligation of the party incurring such

                                       38


expenses except that extra-ordinary out-of-pocket expenses incurred by JDA at
BESC's request in furtherance of BESC's due diligence efforts shall be borne by
BESC; provided, however, that if the Merger shall be consummated, JDA may apply
up to $100,000 of the funds deposited by BESC pursuant to Section 1.5 to the
payment of legal and accounting (but not auditing) fees and miscellaneous
expenses incurred by JDA in connection with this Agreement and the transactions
contemplated hereby. Expenses incurred by JDA in excess of such amount shall be
borne by the stockholders of JDA and not JDA.

6.6 Public Disclosure.

Unless otherwise required by law, prior to the Effective Time no disclosure
(whether or not in response to an inquiry) of the subject matter of this
Agreement shall be made by any party hereto unless approved by BESC and JDA
prior to release, provided that such approval shall not be unnecessarily
withheld, subject, in the case of BESC, to BESC's obligation to comply with
applicable securities laws.

6.7 Consents.

BESC and JDA shall each promptly apply for or otherwise seek, and use its best
efforts to obtain, all consents and approvals required to be obtained by it for
the consummation of the Merger, and JDA shall use its best efforts to obtain all
consents, waivers and approvals under any of JDA's agreements, contracts, terms
of indebtedness, licenses or leases in order to preserve the benefits thereunder
for Oncologix and otherwise in connection with the Merger. All of such consents
and approvals are set forth in Schedule 6.7.

6.8 JDA Shareholder Letter Agreements.

Schedule 2.3(a) sets forth the name, address and Social Security or other tax
identification number of each shareholder of JDA. JDA shall provide BESC such
information and documents as BESC shall reasonably request for purposes of
assuring itself of the availability of an exemption from registration of the
BESC Common Stock to be issued pursuant to this Agreement. JDA shall use its
best efforts to deliver or cause to be delivered to BESC, concurrently with the
execution of this Agreement (and in any case prior to the Effective Time) from
each of the shareholders of JDA, an executed Letter of Non-Distributive Intent
in the form attached hereto as Exhibit 6.8. BESC and Oncologix shall be entitled
to place appropriate legends on the certificates evidencing any BESC Common
Stock to be received by such Affiliates pursuant to the terms of this Agreement,
and to issue appropriate stop transfer instructions to the transfer agent for
BESC Common Stock, consistent with the terms of such Affiliate Agreements.

6.9 Legal Requirements.

BESC, Oncologix and JDA will each take all reasonable actions necessary to
comply promptly with all legal requirements which may be imposed on them with
respect to the consummation of the transactions contemplated by this Agreement
and will promptly cooperate with and furnish information to any party hereto in
connection with any such requirements imposed upon such other party in

                                       39


connection with the consummation of the transactions contemplated by this
Agreement and will take all reasonable actions necessary to obtain (and will
cooperate with the other parties hereto in obtaining) any consent, approval,
order or authorization of, or any registration, declaration or filing with, any
Governmental Entity or other person, required to be obtained or made in
connection with the taking of any action contemplated by this Agreement. The
foregoing obligations shall not be construed to require JDA to pay money or
other consideration to stockholders of JDA to unduly influence such stockholders
to vote in favor of the Merger and the transactions contemplated hereby.

6.10 Blue Sky Laws.

BESC shall take such steps as may be necessary to comply with the securities and
blue-sky laws of all jurisdictions which are applicable to the issuance of BESC
Common Stock pursuant hereto. JDA shall use its best efforts to assist BESC as
may be necessary to comply with the securities and blue-sky laws of all
jurisdictions which are applicable in connection with the issuance of BESC
Common Stock pursuant hereto.

6.11 Best Efforts: Additional Documents and Further Assurances.

Each of the parties to this Agreement shall use its best efforts to effectuate
the transactions contemplated hereby and to fulfill and cause to be fulfilled
the conditions to closing under this Agreement. Each party hereto, at the
request of another party hereto, shall execute and deliver such other
instruments and do and perform such other acts and things as may be reasonably
necessary or desirable for effecting completely the consummation of this
Agreement and the transactions contemplated hereby.

6.12 JDA Stock Options.

It is understood that upon the Closing, there shall be no outstanding options,
warrants, convertible debt or other rights to acquire any securities of JDA.

6.13 Employment Agreements.

Contemporaneous with the execution of this Agreement, BESC, Oncologix and the
individuals set forth on Schedule 6.13 are entering into employment and/or
consulting agreements, in the form of Exhibits 6.13 (a), 6.13 (b), 6.13(c) and
6.13(d) hereto, which shall become effective as of the Effective Time. The
employment agreements set forth in said Exhibits hereto are hereinafter
collectively referred to as the "Employment Agreements".


                      ARTICLE VII CONDITIONS TO THE MERGER

The respective obligations of each party to this Agreement to effect the Merger
shall be subject to the satisfaction at or prior to the Effective Time of the
following conditions:

7.1 Stockholder Approval.

This Agreement and the Merger and other transactions contemplated hereby
(including without limitation the Employment Agreements) shall have been
approved and adopted by the requisite vote of the stockholders of JDA at JDA
Stockholders' Meeting.

                                       40


7.2 No Injunctions or Restraints: Illegality.

No temporary restraining order, preliminary or permanent injunction or other
order issued by any court of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Merger shall be in effect, nor
shall any proceeding brought by an administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, seeking any of
the foregoing be pending; nor shall there be any action taken, or any statute,
rule, regulation or order enacted, entered, enforced or deemed applicable to the
Merger, which makes the consummation of the Merger illegal.

7.3 Additional Conditions to the Obligations of JDA.

The obligations of JDA to consummate and effect this Agreement and the
transactions contemplated hereby shall be subject to the satisfaction at or
prior to the Effective Time of each of the following conditions, any of which
may be waived, in writing, exclusively by JDA:

     (a)  Representations, Warranties and Covenants.
          The representations and warranties of BESC in this Agreement shall be
          true and correct in all material respects on and as of the Effective
          Time as though such representations and warranties were made on and as
          of such time and BESC shall have performed and complied in all
          material respects with all covenants, obligations and conditions of
          this Agreement required to be performed and complied with by it as of
          the Effective Time.

     (b)  Certificate of BESC.
          JDA shall have been provided with a certificate executed on behalf of
          BESC by its President and its Chief Financial Officer or Treasurer to
          the effect that, as of the Effective Time: (i) all representations and
          warranties made by BESC and Oncologix under this Agreement are true
          and complete in all material respects; and (ii) all covenants,
          obligations and conditions of this Agreement to be performed by BESC
          and Oncologix on or before such date have been so performed in all
          material respects.

     (c)  Satisfactory Form of Legal Matters.
          The form, scope and substance of all legal and accounting matters
          contemplated hereby and all closing documents and other papers
          delivered hereunder shall be reasonably acceptable to counsel to JDA.

     (d)  Legal Opinion.
          JDA shall have received a legal opinion from counsel to BESC,
          substantially in the form of Exhibit 7.3(d) hereto.

     (e)  No Material Adverse Changes.
          There shall not have occurred any event, fact or condition that has
          had or reasonably would be expected to have a Material Adverse Effect
          on BESC.

                                       41


     (f)  License Modification.
          The Master License Agreement between JDA and the University of
          Maryland, Baltimore, dated September 16, 2003 shall have been duly
          modified to the satisfaction of BESC.

7.4 Additional Conditions to the Obligations of BESC and Oncologix.

The obligations of BESC and Oncologix to consummate and effect this Agreement
and the transactions contemplated hereby shall be subject to the satisfaction at
or prior to the Effective Time of each of the following conditions, any of which
may be waived, in writing, exclusively by BESC:

     (a)  Representations, Warranties and Covenants.
          The representations and warranties of JDA and the Principal
          Shareholders in this Agreement shall be true and correct in all
          material respects on and as of the Effective Time as though such
          representations and warranties were made on and as of such time and
          JDA shall have performed and complied in all material respects with
          all covenants, obligations and conditions of this Agreement required
          to be performed and complied with by it as of the Effective Time.

     (b)  Certificate of JDA.
          BESC shall have been provided with a certificate executed on behalf of
          JDA by its President and Chief Financial Officer to the effect that,
          as of the Effective Time:
               (i) all representations and warranties made by JDA under this
          Agreement are true and complete in all material respects; and
               (ii) all covenants, obligations and conditions of this Agreement
          to be performed by JDA on or before such date have been so performed
          in all material respects.

     (c)  Third Party Consents.
          All consents, waivers and approvals required from third parties
          relating to the contracts and agreements of JDA so that the Merger and
          other transactions contemplated hereby do not adversely affect the
          rights of, and benefits to, JDA thereunder shall have been obtained.

     (d)  Certain Promissory Notes.
          Oncologix shall have received from each of the Principal Shareholders
          a promissory note in the form of the promissory note attached hereto
          as Exhibit 7.4(d).

     (e)  Satisfactory Form of Legal and Accounting Matters.
          The form, scope and substance of all legal and accounting matters
          contemplated hereby and all closing documents and other papers
          delivered hereunder shall be reasonably acceptable to BESC's counsel.

     (f)  Legal Opinion.
          BESC shall have received a legal opinion from legal counsel to JDA in
          substantially the form of Exhibit 7.3(f) hereto.

                                       42


     (g)  No Material Adverse Changes.
          There shall not have occurred any event, fact or condition which has
          had or reasonably would be expected to have a Material Adverse Effect
          on JDA.

     (h)  Employment Agreements.
          The Employment Agreements shall have been duly executed and delivered
          and shall be in full force and effect.

     (i)  Accredited Investors.
          As of the Effective Time, there shall be no more than thirty-five (35)
          stockholders of JDA who are not "accredited investors," as that term
          is defined in Regulation D promulgated under the Securities Act.

             ARTICLE VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES

8.1 Survival of Representations and Warranties.

All covenants to be performed prior to the Effective Time, and all
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Merger for two (2). All covenants
to be performed after the Effective Time shall continue for a period of five (5)
years.


                            ARTICLE IX MISCELLANEOUS

9.1 Liability of Principal Shareholders.

Recovery against either or both of the Principal Shareholders for breach of
their respective representations and warranties in this Agreement shall be
limited to such number of their respective Escrow Shares or other assets held in
the Escrow Account having a fair market value equal to the amount to be released
from escrow in satisfaction of any claim for such breach; provided, however,
that nothing herein shall limit any noncontractual remedy or recovery for breach
of Sections 6.5 or 7.4 or the willful or grossly negligent making of any untrue
statement of material fact, or the use in connection with this Agreement or the
transactions contemplated hereby of any scheme, artifice or device to defraud,
or any omission to make any statement necessary to make the statements made,
under the circumstances in which they were made, not misleading.

9.2 Termination.

This Agreement may be terminated and the Merger abandoned at any time prior to
the Effective Time:

     (a) by mutual consent of JDA and BESC;

     (b) by BESC if it is not in material breach of its obligations under this
     Agreement and there has been a material breach of any representation,
     warranty, covenant or agreement contained in this Agreement on the part of
     JDA and such breach has not been cured within fifteen (15) days after
     notice to JDA.

                                       43


     (c) by JDA if it is not in material breach of its respective obligations
     under this Agreement and there has been a material breach of any
     representation, warranty, covenant or agreement contained in this Agreement
     on the part of BESC or Oncologix and such breach has not been cured within
     15 days after notice to BESC;

     (d) by any party hereto if: (i) the Closing has not occurred by July 31,
     2006; (ii) there shall be a final non-appealable order of a federal or
     state court in effect preventing consummation of the Merger; (iii) there
     shall be any action taken, or any statute, rule, regulation or order
     enacted, promulgated or issued or deemed applicable to the Merger by any
     Governmental Entity which would make consummation of the Merger illegal; or
     (iv) there shall be any action taken, or any statute, rule, regulation or
     order enacted, promulgated or issued or deemed applicable to the Merger by
     any Governmental Entity, which would (A) prohibit BESC's or JDA's ownership
     or operation of all or a material portion of the business of JDA, or compel
     BESC or JDA to dispose of or hold separate all or a material portion of the
     business or assets of JDA or BESC as a result of the Merger or (B) render
     BESC, Oncologix or JDA unable to consummate the Merger, except for any
     waiting period provisions.

Where action is taken to terminate this Agreement pursuant to this Section 9.1,
it shall be sufficient for such action to be authorized by the Board of
Directors (as applicable) of the party taking such action.

9.3 Effect of Termination.

In the event of termination of this Agreement as provided in Section 9.1, this
Agreement shall forthwith become void and there shall be no liability or
obligation on the part of BESC, Oncologix or JDA or their respective officers,
directors or stockholders, except if such termination results from the breach by
a party hereto of any of its representations, warranties, covenants or
agreements set forth in this Agreement.

9.4 Amendment.

This Agreement may be amended by the parties hereto at any time before or after
approval of matters presented in connection with the Merger by the stockholders
of those parties required by applicable law to so approve but, after any such
stockholder approval, no amendment shall be made which by law requires the
further approval of stockholders of a party without obtaining such further
approval. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.

9.5 Extension; Waiver.

At any time prior to the Effective Time any party hereto may, to the extent
legally allowed, (i) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein. Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.

                                       44


9.6 Notices.

All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by commercial delivery service, or
mailed by registered or certified mail (return receipt requested) or sent via
telecopy to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

To BESC and Oncologix               Bestnet Communications Corp.
                                    Oncologix Corporation
                                    2850 Thornhills Ave SE, Suite 104
                                    Grand Rapids, Michigan 49546

With a Copy to:                     Stephen T. Meadow, Esq.
                                    Firetag, Stoss & Dowdell, P.C.
                                    1747 E. Morten Avenue, Suite 107
                                    Phoenix, AZ  85020

To Principal Stockholders:          Jeff Franco
                                    6501 Autumn Wind Circle
                                    Clarksville, MD  21029

                                    Andrew S. Kennedy
                                    307 Devonhall Lane
                                    Cary, NC  27511

To JDA:                             JDA Medical Technologies, Inc.
                                    6501 Autumn Wind Circle
                                    Clarksville, MD  21029

With a Copy to:                     Bruce H. Jurist, Esq.
                                    Hodes, Ulman, Pessin & Katz, P.A.
                                    901 Dulaney Valley Road, Suite 400
                                    Towson, Maryland 21204

To Executive Stockholders:          Adam Lowe
                                    1251 Bridgewater Walk
                                    Snellville, GA  30078

                                    Andrew Green
                                    3230 Munsey Court
                                    Cumming, GA  30041

To Escrow Agent:                    Hodes, Ulman, Pessin & Katz, P.A.
                                    901 Dulaney Valley Road, Suite 400
                                    Towson, Maryland 21204
                                    Attn: Bruce H. Jurist, Esq.

                                       45


9.7 Interpretation.

When a reference is made in this Agreement to Schedules or Exhibits, such
reference shall be to a Schedule or Exhibit to this Agreement unless otherwise
indicated. The words "include," "includes" and "including" when used herein
shall be deemed in each case to be followed by the words "without limitation".
The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

9.8 Counterparts.

This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same
counterpart.

9.9 Entire Agreement.

This Agreement and the documents and instruments and other agreements among the
parties hereto (a) constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof; (b) are not intended to confer upon any other person any
rights or remedies hereunder; and (c) shall not be assigned by operation of law
or otherwise except as otherwise agreed in writing.

9.10 Governing Law.

This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Arizona. All parties
hereto agree to submit to the jurisdiction of the federal and state courts of
the State of Arizona.

9.11 Attorneys' Fees.

Subject to the provisions of Section 9.10 which shall govern the awarding of
attorneys' fees in any arbitration conducted pursuant to Section 9.10, if any
party to this Agreement brings an action against another party to this Agreement
to enforce its rights under this Agreement, the prevailing party shall be
entitled to recover its reasonable costs and expenses, including reasonable
attorneys' fees and costs, incurred in connection with such action, including
any appeal of such action.

9.12 Disputes.

Any dispute, disagreement, claim or controversy arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, or any breach of this Agreement
("Dispute") shall be subject to the negotiation, mediation and arbitration
provisions contained herein. Each party to a Dispute shall make every reasonable
effort to meet in person and confer for the purpose of resolving the Dispute by
good faith negotiation before resorting to any legal proceedings or any other

                                       46


dispute resolution procedure. If the Dispute cannot be settled through
negotiation, the parties shall make every reasonable effort to settle the
Dispute by mediation by a single mediator qualified to consider the matter in
dispute before resorting to any legal proceedings or any other dispute
resolution procedure. If a Dispute cannot be settled through mediation, the
Dispute shall be finally settled by arbitration to be held in Phoenix, Arizona,
under the Rules of Commercial Arbitration of the American Arbitration
Association by a panel of three (3) arbitrators qualified to consider the matter
in dispute. The arbitrators may grant injunctions or other relief in such
dispute or controversy. The decision of a majority of the arbitrators shall be
final, conclusive and binding upon the parties to the arbitration; and any party
shall be entitled to cause judgment on the decision or award of the arbitrators
to be entered in any court of competent jurisdiction. Any party may initiate a
mediation or an arbitration by providing written notice of the mediation or
arbitration, as the case may be (the "Dispute Notice"), to the other parties,
which Dispute Notice shall state the name of initiating party, briefly state the
matter to be mediated or arbitrated, and, if applicable, name a person whom such
party has nominated to act as mediator. If, within thirty (30) days after the
date of the Dispute Notice, the parties have not agreed among themselves as to
the identity of the mediator, then any party may immediately refer this matter
for resolution by the American Arbitration Association. The parties shall each
pay their pro rata share (according to the number of parties involved in the
Dispute) of the costs, deposits and expenses of the mediator. The party
initiating the arbitration shall pay the costs, deposits and expenses of such
arbitration and the prevailing party shall be awarded its attorneys' fees and
expenses in addition to all other relief awarded by the arbitrators, provided
that if the arbitrators determine that a party has initiated an arbitration
without a reasonable basis for doing so, then the arbitrators shall assess
against that party all costs relating to the arbitration, including the
attorneys' fees and expenses of the other parties.

9.13 Rules of Construction.

The parties hereto agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction providing
that ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.





                                       47




IN WITNESS WHEREOF, BESC, Oncologix, JDA, the Principal Shareholders, the
Executive Shareholders and the Escrow Agent (with respect to the Escrow Agent,
as to matters set forth in Article II only) have caused this Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date first written above.

BESTNET COMMUNICATIONS CORP.

BY:  ______________________________
ITS:  _____________________________


 ONCOLOGIX CORPORATION

BY:  ______________________________
ITS:  _____________________________


JDA MEDICAL TECHNOLOGIES, INC.

BY:  ______________________________
ITS:  _____________________________


THE PRINCIPAL SHAREHOLDERS:


BY: _______________________________
    JEFF FRANCO

BY: _______________________________
    ANDREW S. KENNEDY, MD


THE EXECUTIVE SHAREHOLDERS:


BY:  ______________________________
     ANDREW GREEN

BY:  ______________________________
     ADAM LOWE

ESCROW AGENT:
HODES, ULMAN, PESSIN & KATZ, P.A.

BY:  ______________________________
     BRUCE H. JURIST, ESQ.
ITS:  MEMBER

                                       48

EX-10.21

                                                                   Exhibit 10.21


                            MASTER LICENSE AGREEMENT
                          effective September 16, 2003
                                     between
                        UNIVERSITY OF MARYLAND, BALTIMORE
                                       and
                         JDA MEDICAL TECHNOLOGIES, INC.


                                Table of Contents


Article 1.  BACKGROUND ................................................     1
Article 2.  DEFINITIONS ...............................................     1
Article 3.  GRANT OF LICENSE; OPTION ..................................     4
Article 4.  COMPANY RESPONSIBILITIES ..................................     6
Article 5.  CONSIDERATION: PAYMENTS ...................................     8
Article 6.  DATA ......................................................    12
Article 7.  PATENT PROSECUTION AND PUBLICATIONS .......................    12
Article 8.  CONFIDENTIALITY ...........................................    14
Article 9.  REPORTS AND ACCOUNTING ....................................    16
Article 10. INFRINGEMENT ..............................................    18
Article 11. TERM AND TERMINATION ......................................    20
Article 12. ASSIGNABILITY .............................................    22
Article 13. APPLICABLE LAW; WAIVER ....................................    22
Article 14. INTEGRATION AND INTERPRETATION ............................    22
Article 15. REPRESENTATIONS AND WARRANTIES ............................    23
Article 16. CLAIMS, INDEMNIFICATION AND INSURANCE .....................    23
Article 17. ADVERTISING AND PUBLICITY .................................    25
Article 18. DISPUTE RESOLUTION ........................................    25
Article 19. MISCELLANEOUS .............................................    26
Signatures ............................................................    29
ExhibitA-1 p ..........................................................    30
ExhibitA-2 p ..........................................................    31




Confidential


                            MASTER LICENSE AGREEMENT
      for Instant Microspheres for Microarterial Imaging and Radiotherapy

     This Master License Agreement ("Agreement") effective September 16, 2003
("Effective Date") is made by and between the University of Maryland, Baltimore
("UM"), a constituent institution of the University System of Maryland, an
agency of the State of Maryland, having an address at 520 West Lombard Street,
Baltimore, Maryland 21201, and JDA Medical Technologies, Inc., a corporation of
Maryland, with its principal place of business at 6501 Autumn Wind Circle,
Clarksville, Maryland 21029 ("Company").


                             ARTICLE 1. BACKGROUND

1.01 As a public research and education institution, UM is interested in
licensing Patent Rights (as defined below) to benefit the public by development
and marketing of new and useful products and methods.

1.02 Valuable inventions ("inventions"), comprised of the Patent Rights
identified in Exhibit A-1, and generally known as "Instant Microspheres for
Microarterial Imaging and Radiotherapy" [Docket Code: BL2003-028], have been
made by Inventors (as defined below).

1.03 Subject to certain rights retained by the federal government in inventions
resulting from federally supported work, under UM policy UM owns all right,
title, and interest in and to the Inventions, which has been confirmed by the
execution of an assignment to UM from each Inventor.

1.04 Company desires to license the Patent Rights as set forth in this
Agreement.


                             ARTICLE 2. DEFINITIONS

     In this Agreement, the following terms have the meanings set forth in this
Article.

2.01 "Affiliate": any entity which directly or indirectly controls, is
controlled by, or is under common control with Company. "Control" means the
right to exercise more than 50% of the voting rights of a controlled
corporation, limited liability company, or partnership, or the power to direct
or cause the direction of the management or policies of any other controlled
entity.

2.02 "Company Data": Information arising out of or resulting from use of the
Patent Rights made by one or more employees of, or owned by, Company or


                                       2


Confidential


Company's affiliates or Sublicensees, including, without limitation, documents,
drawings, models, designs, data, memoranda, tapes, records, formulae and
algorithms, in hard copy form or in electronic form.

2.03 "Company Improvement": Any invention or discovery arising out of or
resulting from use of the Patent Rights which is or may be patentable or
otherwise protected under law, made by one or more employees of, or owned by,
Company or Company's Affiliates.

2.04 "Confidential Information": Information relating to the subject matter of
the Patent Rights which has not been made public and includes, without
limitation, any documents, drawings, sketches, models, designs, data, memoranda,
tapes, records, formulae and algorithms, given orally, in hard copy form, or in
electronic form, which Company receives from UM or UM Personnel, or UM or UM
Personnel receives from Company.

2.05 "First Commercial Sale": The initial transfer of a Licensed Product for
compensation by Company, an Affiliate or a Sublicensee to a Third Party.
Transfer of a Licensed Product for clinical testing occurring prior to the
issuance of any required regulatory approval for sale does not constitute First
Commercial Sale.

2.06 "Inventors": Bruce Line, David Van Echo, Andrew Kennedy, Hamid Ghandehari,
and Anjan Nan.

2.07 "Joint Data": Information arising out of or resulting from use of the
Patent Rights made by one or more employees of, or owned by, Company or
Company's Affiliates, and by one or more UM Personnel, or owned by, UM,
including, without limitation, documents, drawings, sketches, models, design,
data, memoranda, tapes, records, formulae and algorithms, in hard copy or
electronic form..

2.08 "Joint Improvement": Any invention or discovery arising out of or resulting
from use of the Patent Rights which is or may be patentable or otherwise
protected under law, made by one or more employees of, or owned by, Company or
Company's Affiliates, and made by one or more employees of, or owned by, UM.

2.09 "Licensed Field": The use of Patent Rights for all purposes.


2.10 "Licensed Product": Any product which is covered by any claims in the
Patent Rights.


                                       3


Confidential


2.11 "Net Sales": The gross sales revenues and fees billed by Company, an
Affiliate or a Sublicensee, for the sale of Licensed Products, less the sum of
the following:

     (a) customary trade, quantity and cash discounts actually allowed and
     taken;

     (b) sales or use taxes, excise taxes and customs duties and other
     governmental charges included in the invoiced amount;

     (c) outbound transportation, shipping and insurance, prepaid or allowed, if
     separately itemized on the invoice to the customer; and

     (d) amounts actually allowed or credited on returns or rejections of
     Licensed Products or billing errors.

Net Sales does not include any resales of Licensed Product after its sale by
Company, an Affiliate or a Sublicensee to a Third Party purchaser. In computing
Net Sales, (1) no deductions from gross revenues and fees will be made for
commissions paid to individuals, whether they be with independent sales agencies
or regularly employed on the payroll by Company, its Affiliate(s) or
Sublicensee(s), or for cost of collections, and (2) Licensed Products will be
considered sold when billed out or invoiced, whichever is first.


2.12 "Patent Expenses": All fees and charges of outside patent counsel (whether
or not paid by UM or reimbursed to UM) as well as all costs incurred by UM
(including fees, charges, and costs incurred before the Effective Date) in
connection with the preparation, filing, prosecution, issuance, reissuance,
reexamination, interference, and maintenance of applications for patent or
equivalent protection for the Patent Rights, UM Improvements, and/or Joint
Improvements.

2.13   "Patent Rights": UM's interest in:

     (a) U.S. and foreign patent applications and patents listed in Exhibit A-1
     as of the Effective Date;

     (b) any divisions or continuations, or the foreign equivalent of these, of
     the U.S. and foreign patent applications described in (a);

     (c) foreign patent applications which are filed as the foreign counterparts
     of the U.S. patent applications described in (a), and the foreign
     equivalent of divisions or continuations of such foreign patent
     applications;

     (d) U.S. and foreign patents issuing from the applications described in
     (a), (b), and (c); and

     (e) any reissues, reexaminations or patent-term extensions, or the foreign
     equivalent of these, of U.S. and foreign patents described in (a) or (d).

2.14 "Sublicensee": A person or entity, including an Affiliate, to which Company
sublicenses or transfers all or some of the Patent Rights.

2.15 "Third Party": Any entity or person other than UM, Company, an Affiliate or
a Sublicensee.

2.16 "UM Affiliates": University of Maryland Medical System Corporation,
faculty practice organizations of UM, and the Baltimore Veterans Administration
Medical Center.


                                       4


Confidential


2.17 "UM Data": Information in UM's possession received from Inventors prior to
the Effective Date which is directly related to Patent Rights in the Licensed
Field and reasonably necessary for the practice of the Patent Rights by Company
or an Affiliate or Sublicensee under this Agreement. UM Data includes, without
limitation, documents, drawings, models, designs, data, memoranda, tapes,
records, formulae and algorithms, in hard copy form or in electronic form.
Medical or research information which identifies an individual or which may
reasonably be used to identify an individual is expressly excluded from the
definition of UM Data and may not be disclosed by UM, its officers, employees,
students or agents, to Company, Affiliates, Sublicensees or their officers,
servants or agents.

2.18 "UM Improvement": An invention, modification or discovery made by or more
UM Personnel, or owned by UM, which is directly related to the Patent Rights
in the Licensed Field, the practice of which, if unlicensed, would infringe one
or more claims of the Patent Rights, or which, has a similar structure to the
Patent Rights and performs a similar function to that described in the patent
rights in a better or more economical manner, which is or may be patentable or
otherwise protected under law.


2.19 "UM Personnel": Inventors and the students, trainees, and other persons
working with Inventors, using UM resources, and subject to the UM intellectual
property policy (including any prior or future policy).


2.20 "UM Rights in Improvements": UM Improvements and UM's joint interest in
Joint Improvements.


                       ARTICLE 3. GRANT OF LICENSE; OPTION

3.01 Subject to rights of the United States that may exist under grants to UM
and pursuant to 35 U.S.C, Section 201 et seq. and all implementing regulations,
and subject to Section 3.02, UM grants to Company, and Company accepts, an
exclusive worldwide license under Patent Rights to make, have made, use, lease,
offer to sell, sell and import the Licensed Products within the Licensed Field
for the term of this Agreement. This license includes the right to grant
sublicenses consistent with this Agreement.

3.02 UM specifically reserves the rights:

     (a)  to practice under the Patent Rights and make and use the Licensed
          Products on a royalty-free basis solely for research and education,
          and to license universities, colleges, and other research or
          educational institutions to practice under the Patent Rights and make
          and use the Licensed Products on a royalty-free basis solely for
          research and education;

     (b)  to provide information and material covered by the Patent Rights to
          universities, colleges and other research or educational institutions,
          but only for research and educational purposes and uses and not for
          any commercial purposes or uses; and

     (c) to permit UM Personnel to disseminate and publish scientific findings
     from research related to Patent Rights subject to the requirements in
     Section 7.05, when appropriate.


                                       5


Confidential


3.03 Company may transfer its rights to an Affiliate consistent with this
Agreement, provided Company is responsible for the obligations of its Affiliate
relevant to this Agreement, including the payment of royalties, whether or not
paid to Company by its Affiliate.

3.04 Company may grant sublicenses consistent with this Agreement, provided
Company is responsible for the obligations of its Sublicensees relevant to this
Agreement, including the payment of royalties, whether or not paid to Company by
its Sublicensees.

3.05 Company will identify its Affiliates and its Sublicensees under this
Agreement to UM by name, address and field of sublicense (both as to geography
and subject matter), and will promptly provide to UM a copy of each sublicense
and a copy of each agreement or document designating or establishing an
Affiliate having the right to use the Patent Rights. Company may redact
information from an agreement or document provided however UM is advised of the
nature of the information redacted, Further, each agreement and document must
contain sufficient information for UM to determine that Company, Affiliates and
Sublicensees are operating in accordance with this Agreement, including the
kinds and amounts of consideration exchanged and the schedule and amount of
payments due to Company.

3.06 This Agreement confers no license or rights by implication, estoppel, or
otherwise under any patent applications of UM other than Patent Rights within
the Licensed Field, regardless of whether such patent applications or patents
are dominant or subordinate to Patent Rights within the Licensed Field. Joint
Improvements and UM Improvements are not considered part of Patent Rights
unless added to Exhibit A-1 by proper amendment of this Agreement.

3.07 If Company accepts from Affiliates or Sublicensees anything of value in
lieu of cash in consideration for any sublicense or other transfer of Patent
Rights or Licensed Products, Company must notify UM in writing within 30 days.

3.08

     (a) UM Improvements are owned by UM. Joint improvements are owned jointly
     by Company and UM. Company Improvements are owned by Company, subject to a
     non-exclusive, non-transferable, irrevocable, and royalty-free license to
     UM to practice Company Improvements in any field of use for research or
     education but not for commercial purposes.

     (b) Subject to rights of other parties sponsoring research at UM, Company
     has a first option to enter into a license agreement with UM for UM Rights
     in Improvements, within the Licensed Field, so long as (i) this Agreement
     is in effect, (ii) Company pays Patent Expenses for UM Rights in
     Improvements, and (iii) Company has not notified UM that Company declines
     to exercise its option. During the term of this option,


                                       6


Confidential


     UM Rights in Improvements will be subject to the same patent prosecution
     terms and conditions applicable to Patent Rights under Article 7 of this
     Agreement.

     (c) Company is responsible for the filing, prosecution, and maintenance of
     patent applications for Company Improvements unless Company and UM agree
     otherwise in writing.

     (d) Company may exercise its option to UM Rights in Improvements by giving
     written notice to UM within 60 days after Company receives written notice
     from UM of a UM Improvement or Joint Improvement in accordance with Section
     3.08(f) below, or within 60 days after Company gives written notice to UM
     of a Joint Improvement in accordance with Section 3.08(f) below. Company's
     exercise of the option initiates a negotiation period of 120 days. If the
     negotiation period ends and Company and UM have not executed an amendment
     to this Agreement adding all or a portion of UM Rights in Improvements to
     the license, UM will be free to license to others all or a portion of UM
     Rights in Improvements not licensed to Company.

     (e) The terms of any license to Company for UM Rights in Improvements will
     include a reservation of a nonexclusive, non-transferable, irrevocable and
     royalty-free license to UM to practice UM Rights in Improvements in any
     field of use for research and education but not for commercial purposes.

     (1) UM will report promptly to Company in writing each UM Improvement
     available for option and each Joint Improvement. Company will report
     promptly to UM in writing each Company Improvement and each Joint
     Improvement. These reports will be in sufficient detail to determine
     inventorship. These reports will be treated as Confidential Information.
     Inventorship will be determined in accordance with the patent laws of the
     United States.


                       ARTICLE 4. COMPANY RESPONSIBILITIES

4.01 Company will use commercially reasonable efforts to bring one or more
Licensed Products to market in each country in which Patent Rights are licensed
through a thorough, vigorous and diligent program for exploitation of the Patent
Rights within the Licensed Field. Company's efforts must satisfy the following
milestones:

     (a) Company has delivered to UM prior to execution of this Agreement a
     research and development plan (the "R&D Plan") reasonably acceptable to UM,
     showing the amount of money and time budgeted and planned for technical
     development of the Patent Rights, and a proposed commercialization scheme
     for the Licensed Products.

     (b) Within 90 days after the Effective Date, Company will deliver to UM a
     business plan (the "Business Plan") showing the amount of money, number and
     kind of personnel, and time budgeted and planned for each phase of
     development, clinical studies, marketing, manufacturing, and


                                       7


Confidential


     sublicensing of Licensed Products. The Business Plan must include Company's
     specific plans to secure financing for commercialization of the Invention.

     (c) Company will provide quarterly written reports for the first 3 years
     after the Effective Date, and annual written reports thereafter, to UM on
     progress against the R&D Plan and the Business Plan, including detailed
     technical information on the research and development activities related to
     the Licensed Products and marketing analyses and any changes in the R&D
     Plan or Business Plan.

     (d) To the extent that the Company's responsibility for any aspect of the
     R&D Plan or Business Plan is made the responsibility of an Affiliate or
     Sublicensee, Company retains its obligations to UM as to this Article as if
     Company is solely responsible for that aspect.

     (e) Company submits an Investigational Device Exemption for a Licensed
     Product to the FDA on or before 3 years after the Effective Date.

     (f) Company receives Pre-Market Approval for a Licensed Product on or
     before 6 years after the Effective Date.

4.02 Company agrees that any Licensed Products for use or sale in the United
States will be manufactured substantially in the United States in accordance
with the requirements of 35 U.S.C. Section 204 and 37 C.F.R. 401.14(a)(i).

4.03 The use and disclosure of technical information acquired pursuant to this
Agreement and the exercise of Patent Rights granted by this Agreement are
subject to the export, assets, and financial control regulations of the United
States of America, including, without limitation, restrictions under regulations
of the United States that may be applicable to direct or indirect re-exportation
of such technical information or of equipment, produats, or services directly
produced by use of such technical information. Company is responsible for taking
any steps necessary to comply with such regulations.

4.04 Company will ensure that "Patent Pending" or the Patent Rights patent
number or both appears on all Licensed Products, their labels or their
packaging.

4.05 Company represents that, as of the Effective Date, it and its Affiliates
qualify as a small business concern that meet the size standards set forth in 13
CFR Part 121 to be eligible for reduced patent fees. Company must provide
written notification to UM immediately upon Company's learning that Company and
its Affiliates no longer qualify as a small business concern or immediately
after Company sublicenses any part of the Patent Rights to an entity that does
not qualify as a small business concern.


                                       8


Confidential


                       ARTICLE 5. CONSIDERATION: PAYMENTS

     In consideration of the license granted to Company of the Patent Rights
listed in Exhibit A-1 as of the Effective Date:

5.01 Company will pay to UM a non-refundable licensing fee of $10,000.00 which
is not creditable against any other fee, royalty, or payment, and is due not
later than 30 days after the Effective Date.

5.02

     (a) Company will pay to UM the following commercial milestone payments as
     they are met:

                (i) FDA approval of Investigational Device
                    Exemption for a Licensed Product:               $ 25,000.00;
               (ii) FDA approval of Pre-Market Approval
                    Application for a Licensed Product:             $ 50,000.00;
              (iii) Acquisition of a controlling interest in
                    Company by a Third Party:                       $100,000.00;
               (iv) Completion of first calendar year in which
                    Net Sales exceed $5,000,000.00:                 $200,000.00

     (b) If Company receives milestone payments from a Sublicensee for any of
the milestones listed in Section 5.02(a), the share of any milestone payments
paid to UM under Section 5.06(b) may be credited toward the milestone payments
required by Section 5.02(a).


5.03 Except to the extent otherwise provided by Sections 5.06 and 5.07, Company
and its Affiliates will pay to UM a running royalty on Net Sales of Licensed
Products covered by Patent Rights as described in Exhibit A-2. Running royalty
payments are due within 60 days after each June 30 and December 31, along with a
report as required by Section 9.02. If no running royalty is due for any
semi-annual period, Company will so report as required by Section 9.02.

5.04 Company will pay UM minimum annual royalties as set forth below, beginning
with a minimum annual royalty due for the calendar year in which the First
Commercial Sale occurs, if the aggregate of all running royalties due under
Section 5.03 and all other creditable fees or payments due under this Article 5
is less than the minimum annual royalty amount for that year. The minimum annual
royalty for each year is $10,000.00. Company will pay UM the difference between
the minimum annual royalty and the total of running royalties and all other
creditable fees or payments due for that calendar year within 60 days after the
end of that calendar year.

5.05

     (a) Company and its Affiliates will pay running royalties on a country by
     country basis as provided in Section 5.03 for Net Sales in each country of
     Licensed Products covered under Patent Rights in that country, until
     disallowance, expiration or invalidation of all claims in the Patent Rights
     of that country that cover the Licensed Products.

                                       9


Confidential


     (b) Except as provided in Section 11.01, on a country by country basis, if
     a claim of any patent comprising the Patent Rights is invalidated by a
     court of competent jurisdiction from which no appeal is taken, or from
     which no further appeal can be taken, UM agrees that it will not terminate
     this Agreement but will terminate only the future obligations of Company
     pursuant to Article 5 with respect to Licensed Products made under the
     invalidated claim(s) and not covered by other claim(s) of the Patent
     Rights.

5.06 For Licensed Products sold by a Sublicensee that is not an Affiliate,
Company will pay to UM:

     (a) 25% of all royalties received by Company and its Affiliates from the
     Sublicensee's Net Sales.

     (b) 25% of all licensing, up-front, milestone or other payments received by
     Company from the Sublicensee in consideration of its rights as Sublicensee;
     and

     (c) 25% of the fair market value of non-cash consideration received by
     Company under the Sublicensee's license agreement. Non-cash consideration
     may be accepted by Company only with UM's prior written approval. If a
     Sublicensee's license agreement provides fair market value in cash or non-
     cash consideration for the Sublicensee's use of Patent Rights and, in
     addition, provides that Company will receive other funds for separate,
     reasonable consideration (e.g., payment for Company research, or for the
     purchase of Company stock at market price), no royalty is due with respect
     to the Sublicensee's payment of such other funds. The fair market value of
     non-cash consideration is the greater of the fair market value determined
     as of the effective date of the sublicense agreement or the date of
     transfer of the non-cash consideration to the Company.

     For any sublicense executed by Company (or an Affiliate) and the
Sublicensee two or more years after the Effective Date, the 25% rates specified
in (a), (b) and (c) of this Section 5.06 will be reduced to 15%. Payments under
this Section 5.06 are due within 60 days after each June 30 and December 31,
along with a report as required by Section 9.02.


5.07

     (a) In the event that Company or an Affiliate or a Sublicensee is required
     to license one or more technologies of a Third Party in order to make, have
     made, use, lease, offer to sell, sell or import Licensed Products or to
     practice or otherwise make use of the Patent Rights, and is required to pay
     a royalty to one or more Third Parties, Company or its Affiliate may deduct
     from royalties due to UM 50% of the royalty paid to the Third Party(ies),
     but in no event may the royalties due to UM be reduced by more than 50% as
     a result of licenses from Third Parties.

     (b) In sublicense agreements, Company will not permit Sublicensees that are
     not Affiliates to deduct more than 50% of royalties due to Company as a
     result of licenses from Third Parties.

5.08

     (a) No multiple fees or royalties are payable because any Licensed Product,
     its manufacture, use, sale, or lease is or will be covered


                                       10


Confidential


     by more than one patent application or patent licensed under this Agreement
     as part of Patent Rights.

     (b) The aggregate reduction of royalties on Net Sales as a result of
     applicability of Sections 5.06 and 5.07 will not exceed 50% of royalties as
     calculated with no reduction of royalties on Net Sales as permitted by
     those Sections.

5.09

     (a) Royalties are payable from the country in which they are earned and are
     subject to foreign exchange regulations then prevailing in the country.
     Royalty payments must be paid to UM in United States Dollars by check(s)
     drawn to the order of UM or by electronic funds transfers to an account
     designated by UM. To the extent sales may have been made by Company, its
     Affiliates or Sublicensees in a foreign country, those royalties will be
     determined first in the currency of the country in which the royalties are
     earned, and then converted to their equivalent in United States Dollars.
     The buying rates of exchange for converting the currencies involved into
     the currency of the United States quoted by the Morgan Guaranty Trust
     Company of New York, New York, averaged on the last business day of each of
     6 consecutive calendar months constituting the semi-annual period in which
     the royalties were earned, will be used to determine any such conversion.
     Company will bear any loss of exchange or value or pay any expenses
     incurred in the transfer or conversion to U.S. dollars.

     (b) To the extent that statutes, laws, codes, or government regulations
     (including currency exchange regulations) prevent or limit royalty payments
     to UM by Company, its Affiliates or its Sublicensees with respect to Net
     Sales received in any country, Company will render to UM annual reports of
     sales of Licensed Products in such country. All monies due and owing UM as
     provided in the annual reports at UM's option (1) will be deposited
     promptly by Company, its Affiliates or its Sublicensees, as the case may
     be, in a local bank in such country in an account to be designated by UM in
     writing, or (2) will be paid promptly to UM or deposited in its account, as
     directed in writing by UM in any other country where the payment or deposit
     is lawful under the currency restrictions.

5.10 If Company sells Licensed Products to its Affiliates or Sublicensees for
subsequent resale, no royalty will be due on the sales to Affiliates or
Sublicensees, but royalty will be calculated and paid on the resale of the
Licensed Product to a Third Party. If Company sells Licensed Products to an
Affiliate, Sublicensee, or Third Party in a non-arm's length transaction, and
the Licensed Products are not subsequently resold, the selling price of the
Licensed Products is deemed to be the selling price that would have been
received in an arm's length transaction, based on sales of products of similar
quantity and quality on or about the UMe of such transaction, or, in the
absence of such sales, based upon reasonable pricing practices in Company's
industry.

5.11 Interest is due on any payments to UM required by any Section of this
Agreement that are more than 30 days late. Also, interest is due on any
underpayments of royalties or other amounts payable to UM under this Agreement.
The interest rate is 10% simple interest per annum accruing from the due date.

                                       11



Confidential


5.12 If Joint Improvements and/or UM Improvements are added to Patent Rights by
amendment of Exhibit A-1, the amendment will specify whether and how the terms
of Sections 5.01 to 5.06 are applied to the Patent Rights. There is no
presumption that Joint Improvements or UM Improvements will be licensed upon
the terms and conditions originally provided in those Sections.

5.13 Within 90 days after the Effective Date of this Agreement, Company will
grant UM 664,028 founders shares in Company (10% of total authorized shares) for
and in consideration of this Agreement. Founders shares issued to UM will have
the same rights as those issued to other founders. Company acknowledges that UM
may transfer any or all of its Company shares to another individual or entity at
any time. Company agrees to fully cooperate with UM and to take all actions
necessary to complete the prompt transfer of such Company shares in accordance
with UM's instructions and subject to any restrictions on voting, sale,
transfer, or other matters required by UM. Any document(s) and issued or
reissued stock certificates necessary to accomplish a transfer of Company shares
by UM will be executed by Company and delivered to UM within 30 days after
Company's receipt of UM's request.

5.14 UM's share of total equity in Company will not be diluted to less than 10%
of total authorized shares prior to Company raising $250,000 in paid-in capital.
Shares issued by Company as incentive stock options under an employee stock plan
will not be considered in determining whether UM owns less then 10% of issued
stock, provided that stock options under such plan do not exceed 30% of
authorized shares.


                                       12



                                 ARTICLE 6. DATA

6.01 Company Data is owned by Company. Joint Data is owned jointly by Company
and UM. UM Data is owned by UM.

6.02 To the extent permitted by law, UM will keep Company Data and Joint Data
confidential in accordance with Article 8, and Company will keep UM Data and
Joint Data confidential in accordance with Article 8. Any information that would
identify human research subjects or patients will be maintained confidentially
by UM and Company to the extent permitted by law.

6.03 While this Agreement is in effect and Company is pursuing commercialization
efforts, Company will have the right to use UM Data and Joint Data in and for
regulatory filings on behalf of Company or its Affiliates, and UM will have the
right to use Company Data and Joint Data for research purposes. If this
Agreement is terminated or if Company abandons its commercialization efforts,
UM will have (a) the exclusive right to use UM Data and (b) the non-exclusive
right to use Joint Data, for research purposes, and for regulatory filings
related to Patent Rights, and to authorize others to do so, subject to Article
8.


                 ARTICLE 7. PATENT PROSECUTION AND PUBLICATIONS

7.01

     (a) UM is responsible for filing any patent applications for the Patent
     Rights, UM Improvements, and Joint Improvements. The scope of patent
     coverage within Patent Rights, UM Improvements, or Joint Improvements will
     not be significantly modified by UM without prior review by Company, but
     any modification will not require the approval of Company, and Company will
     not control the prosecution of applications for patents for Patent Rights,
     UM Improvements, or Joint Improvements.

     (b) Company may approve outside patent counsel chosen by UM, which approval
     must not be withheld or delayed unreasonably.

     (c) UM will provide Company with copies of all substantive communications
     received from and filed with the U.S. Patent and Trademark Office in
     connection with the prosecution of patent applications for which Company
     pays Patent Expenses.

     (d) UM is not liable for any loss, in whole or in part, of a patent term
     extension granted by the U.S. Patent and Trademark Office on a patent
     issuing under Patent Rights, even if such loss resulted from the acts or
     omissions of UM, UM Personnel or UM's patent counsel.

7.02

     (a) UM will invoice Company for Patent Expenses incurred by UM prior to and
     after the Effective Date with respect to U.S. patents and patent
     applications. Company will pay the invoice in full to UM within 30 days
     after the date of UM's invoice. Company's failure to pay an invoice on time
     will result in interest charges in accordance with Section 5.11 as well as
     loss of input into patenting decisions until such UMe as Company pays all
     outstanding invoices for Patent Expenses. Additionally, Company's failure
     to pay an invoice within 90 days after date of invoice will result in
     termination of Company's option rights under Section 3.08.


                                       13




Confidential


     (b) With respect to the filing and prosecution of foreign patent
     applications specified by Company in accordance with Section 7.04, Company
     will pre-pay or directly pay charges and fees, including attorneys' fees,
     at UM's option.

     (c) If Company does not license UM Improvements or UM's rights in Joint
     Improvements, Company will have no obligation under Section 3.08(b) to pay
     Patent Expenses related to the UM Improvements or Joint Improvements
     incurred by UM for patent filing and prosecution activities occurring more
     than 60 days after Company's option is terminated or expires as provided in
     Section 3.08. UM will act in good faith to minimize the Patent Expenses
     incurred between receipt of notice and the end of the 60 day period.

     (d) If this Agreement is terminated for any reason other than expiration in
     accordance with Section 11.01, Company will have no obligation to pay
     Patent Expenses related to Patent Rights or UM Rights in Improvements
     incurred by UM for patent filing and prosecution activities occurring more
     than 60 days after termination. UM will act in good faith to minimize the
     Patent Expenses incurred between receipt of notice of termination and the
     end of the 60 day period.

7.03 Company and UM will cooperate to limit the Patent Expenses while ensuring
that the Patent Rights cover all items of commercial interest and importance. UM
is solely responsible for making decisions regarding scope and content of U.S.
and foreign applications to be filed under Patent Rights and prosecution of the
applications. UM will give Company reasonable opportunity to advise UM. Company
will cooperate with UM in the prosecution, filing, and maintenance of any patent
applications. UM will advise Company promptly as to all material developments
with respect to the applications. Copies of all papers received and filed in
connection with prosecution of applications will be provided promptly to Company
to enable it to advise UM thereon, but only as to those countries designated by
Company pursuant to Section 7.04.

 7.04

     (a) UM will file patent applications for Inventions and UM Rights in
     Improvements in Japan and Canada, the European States (defmed as "EP" on
     the international application form of the Patent Cooperation Treaty), and
     additional countries specified by Company in accordance with this section.
     Company will specify in writing to UM the additional foreign countries in
     which patent applications are to be filed and prosecuted. Company will
     specify such additional countries no later than 60 days before the national
     phase filing deadline for the pertinent patent application. UM will cause
     foreign filings to be made by UM's patent counsel, subject to Company's
     payment of Patent Expenses as set forth in Section 7.02. If Company gives
     at least 60 days prior written notice to UM, Company may elect to
     discontinue support for Patent Expenses in any country other than the
     United States, Japan, Canada and the European States. Company will be
     responsible for reasonable Patent Expenses incurred in that 60 day period
     with respect to the country or countries where Company is ceasing support.
     From and after UM's receipt of Company's notice, Company's rights in Patent
     Rights and UM Rights in Improvements will terminate with respect to the
     country or countries where Company is ceasing support, and Company will
     execute such documents as reasonably may be requested by UM to confirm
     termination of Company's rights.

     (b) UM may elect to file and prosecute patent applications, solely at its
     own expense, in foreign countries not listed in Section 7.04(a) or not
     specified by Company. If UM so elects, UM will notify Company of such


                                       14



     election. Company shall notify UM in writing within 30 days if it agrees to
     support the relevant Patent Expenses in any such country. In the event
     Company declines to support the relevant Patent Expenses or Company does
     not timely respond to UM's notice, Company will have no right to approve
     UM's patent counsel, and no license rights with respect to Patent Rights in
     those countries, and no option rights with respect to UM Rights in
     Improvements in those countries.

7.05 In order to safeguard Patent Rights and UM Rights in Improvements, UM
will request that UM Personnel not disseminate or publish any results or
otherwise publicly disclose the results of research performed by UM Personnel
relating to the Patent Rights within the Licensed Field and subject to the
license(s) or option granted to Company under this Agreement unless any
materials containing those results are first submitted to Company for review,
comment, and consideration of appropriate patent action. UM will request that
UM Personnel submit such materials relating to a planned written publication or
other public disclosure to Company for review at least 60 days prior to the date
of the planned submission for written publication. Company will advise UM
within 30 days after receipt of the materials whether patent applications should
be filed in connection with obtaining or maintaining Patent Rights related to
the materials submitted by UM. UM will request UM Personnel to delay written
publication or public disclosure up to a maximum of 90 days after the date
Company receives the materials to enable UM to file, at Company's expense, any
patent applications recommended by Company.


                           ARTICLE 8. CONFIDENTIALITY

8.01 It may be necessary for either party to disclose to the other certain
Confidential Information. Disclosures by UM are deemed to refer to disclosures
by any UM Personnel. Disclosures by Company are deemed to refer to disclosures
by Company officers, directors, employees or agents. Confidential Information
may be disclosed only in accordance with the provisions of this Article.

8.02 Except as hereafter specifically authorized in writing by the disclosing
party, the receiving party will not disclose or use the Confidential Information
for a period of 5 years after the date of receipt of Confidential Information.

8.03 These obligations of non-disclosure and nonuse do not apply to any
Confidential Information which the receiving party can demonstrate by reliable
written evidence:

     (a) was generally available to the public at the time of disclosure to the
     receiving party; or

     (b) was already in the possession of the receiving party at the time of
     the disclosure, other than pursuant to a confidential disclosure agreement
     between the parties and not due to any unauthorized act by the receiving
     party; or

     (c) was developed by the receiving party prior to the disclosure; or

     (d) the receiving party is required by law to disclose.

8.04 These obligations of non-disclosure and nonuse will not continue to apply
to any Confidential Information which the receiving party can demonstrate by
reliable written evidence.


                                       15


Confidential


     (a) has become generally available to the public other than through a
     breach of this Agreement by the receiving party after disclosure;

     (b) has been acquired by the receiving party on a nonconfidential basis
     from any third party having a lawful right to disclose it to the receiving
     party; or

     (c) corresponds to information developed by the receiving party independent
     of and with no reliance upon the disclosing party's Confidential
     Information.

8.05 Each party will use that level of care to prevent the use or disclosure of
the other party's Confidential Information as it exercises in protecting its own
Confidential Information.

8.06 All Confidential Information will be clearly marked as confidential by the
disclosing party and, if not in written or tangible form when disclosed, will be
indicated as confidential upon disclosure and then summarized in writing and so
marked as confidential within 30 days after disclosure to the receiving party.

8.07 Notwithstanding the foregoing, Company, its Affiliates and its Sublicensees
are permitted to disclose and use the Confidential Information to the extent
reasonably necessary to exercise Company's license or sublicenses hereunder,
provided that any disclosure is made subject to confidentiality restrictions
consistent with those accepted by Company in this Agreement.

8.08 UM is an educational institution with standards and practices for
protection of Confidential Information which differ from Company's standards and
practices. By this Agreement UM undertakes to use reasonable efforts to protect
the confidentiality of Company's Confidential Information. Company agrees that,
provided such efforts are made, it will not seek to hold UM or UM Personnel
liable in the event of disclosure of Company's Confidential Information.

8.09 The records of UM are subject to the Maryland Access to Public Records Law
(Title 10, Subtitle 6, Part III, State Government Article, Annotated Code of
Maryland).


This Agreement and its Exhibits (whether or not made park of this Agreement) are
public records of UM under the Act. Reports to UM, as provided in Article 9,
are public records of UM. Confidential Information of Company contained in this
Agreement (and its Exhibits) and any other Confidential Information of Company
received by UM is not subject to disclosure in response to a request under the
Act if the Confidential Information is determined to be confidential financial
information, confidential commercial information, or trade secret information as
provided in Section 10-617(d) of the Act. Company asserts that any Confidential
Information of Company provided to UM under this Agreement is confidential
financial or commercial information, or trade secret information, not subject to
disclosure under the Act. Unless UM determines on the advice of counsel that
such position is not reasonable, UM agrees to assert this position in response
to any request for public records applicable to Company's Confidential
Information, and to promptly notify Company upon receipt of such a request.


                                       16



8.10 Upon termination of this Agreement for any reason other than those set
forth in Section 11.01 or a material breach by UM, Company will return to UM
all material which is Confidential Information of UM, together with all copies
and other forms of reproduction, except that a single archive copy may be kept
in Company's legal files. Each party agrees that termination of this Agreement
does not alter the 5 year obligation of confidentiality set forth in Section
8.02.


                         ARTICLE 9. REPORTS AND ACCOUNTING

9.01 During the term of this Agreement and for 5 years after its termination,
Company will keep, and require each Affiliate and Sublicensee to keep, complete,
true, and accurate records containing all the particulars that may be necessary
to enable royalties payable to UM to be determined, and permit these records to
be inspected at any time during regular business hours, upon reasonable notice,
by an independent auditor appointed by UM for this purpose and acceptable to
Company who will report to UM only the amount of royalty payable under this
Agreement. This audit will be at UM's expense unless the audit shows an
underpayment in amounts due to UM in relation to amounts paid to UM by 5% or
more for any semi-annual period (as defined in Section 9.02) subject to audit,
in which case the audit expense will be borne by Company.

9.02 Within 60 days after each June 30 and December 31, Company will deliver to
UM a true and accurate report, giving particulars of the business conducted by
Company, its Affiliates and its Sublicensees, if any, in the preceding
semi-annual period that are pertinent to any accounting for royalties, fees, or
other payments under this Agreement. These reports will be certified as correct
by an authorized officer of Company and will include at least the following
information for the semi-annual period:

     (a) number of Licensed Products manufactured and sold by Company and by
     each Affiliate and each Sublicensee;
     (b) total billings for Licensed Products sold by Company and by each
     Affiliate and by each Sublicensee;
     (c) accounting for all Licensed Products used or sold;
     (d) deductions as provided in Section 2.11; and
     (e) names and addresses of all Affiliates and Sublicensees of Company.


9.03 With each report submitted in accordance with Section 9.02, Company must
pay to UM the royalties, fees, or other payments due and payable under this
Agreement for the semi-annual period covered by the report. If no royalties,
fees or other payments are due, Company will so report.

9.04 UM is a unit of the government of the State of Maryland. Where Company, an
Affiliate or a Sublicensee is required to report and withhold for taxation
revenues paid to UM as licensor, Company, the Affiliate or the Sublicensee will
assert that UM is exempt from the tax by virtue of its governmental status. If
the Company, Affiliate, or Sublicensee nevertheless is required to withhold tax,
any tax required to be withheld will be paid promptly by Company or its
Affiliates and its Sublicensees for and on behalf of UM to the appropriate
governmental authority, and Company will furnish UM with proof of payment

                                       17



Confidential

of the tax together with official or other appropriate evidence issued by the
competent governmental authority sufficient to enable UM to support a claim for
tax credit or refund with respect to any sum so withheld. Any tax required to be
withheld on payments by Company to UM will be an expense of and be borne solely
by UM, and Company's royalty payment(s) to UM following the withholding of the
tax will be decreased by the amount of such tax withholding. Company will
cooperate with UM in the event UM elects to seek, at its own expense,
administrative or judicial determination of tax exemption.

9.05 During the implementation of the R&D Plan and Business Plan described in
Section 4.01, and if requested by UM, Company will allow UM to inspect, at any
time during regular business hours and upon reasonable notice, all Company
correspondence to and from any pertinent U.S. regulatory agency and any foreign
equivalent.

9.06 Company will report to UM within 30 days after occurrence, each of the
following:

     (a) submission of Investigational Device Exemption;
     (b) submission of Pre-Market Approval Application;
     (c) approval of Pre-Market Approval Application; and
     (d) First Commercial Sale.


                            ARTICLE 10. INFRINGEMENT

10.01 UM and Company agree to notify each other promptly of each infringement
or possible infringement of the Patent Rights of which either party becomes
aware.

10.02 Company may (a) bring suit in its own name, at its own expense, and on its
own behalf for infringement of presumably valid claims in the Patent Rights
licensed to Company; (b)in any such suit, enjoin infringement and collect for
its use damages, profits, and awards of whatever nature recoverable for such
infringement; and (c) settle any claim or suit for infringement of the Patent
Rights. Company may not compel UM to initiate or join in any such suit for
patent infringement. Company may request UM to initiate or join in any such
suit if necessary to avoid dismissal of the suit. If UM is made a party to any
such suit, Company will reimburse and indemnify UM for any costs, expenses, or
fees which UM incurs as a result of UM's joinder. In all cases, Company agrees
to keep UM reasonably apprised of the status and progress of any litigation.

10.03 If an infringement action or a declaratory judgment action alleging
invalidity or non-infringement of any of the Patent Rights is brought against
Company or raised by way of counterclaim or affirmative defense in an
infringement suit brought by Company under Section 10.02, Company may (a) defend
the suit in its own name, at its own expense, and on its own behalf for
presumably valid claims in the Patent Rights; (b)in any such suit, ultimately
enjoin infringement and collect for its use, damages, profits, and awards of
whatever nature recoverable for such infringement; and (c) settle any claim or
suit for damages or a declaratory judgment involving the Patent Rights. Company
may not compel UM to initiate or join in any such suit. Company may request UM
to initiate or join in any such suit if necessary to avoid dismissal of the
suit. If UM is made a party to any such suit,

                                       18



Company will reimburse and indemnify UM for any costs, expenses, or fees which
UM incurs as a result of UM's joinder. In all cases, Company agrees to keep UM
reasonably apprised of the status and progress of any litigation.

10.04 Company will not settle any action described in Section 10.02 or 10.03
without first obtaining the consent of UM, which consent will not be withheld
or delayed unreasonably. In any action under Sections 10.02 or 10.03, the
expenses of Company and UM, including costs, fees, attorney fees, and
disbursements, will be paid by Company. Up to 50% of such expenses may be
credited against the running royalties payable to UM under Article 5 under the
Patent Rights in the country in which such suit is filed. If 50% of such
expenses exceed the amount of running royalties payable by Company in any
royalty year, the expenses in excess may be carried over as a credit on the same
basis in succeeding royalty years. Any recovery of compensatory damages made by
Company, through court judgment or settlement, will be treated as Net Sales and
royalties will be paid by Company to UM in accordance with Article 5. Any other
recovery made by Company, through court judgment or settlement, first will be
applied to reimburse UM for running royalties withheld as a credit against
litigation expenses and then to reimburse Company for its litigation expense.
Any remaining recoveries will be shared equally by Company and UM.

10.05 UM will cooperate fully with Company in connection with any action under
Sections 10.02 or 10.03. UM agrees to provide prompt access to all necessary
documents and to render reasonable assistance in response to requests by
Company.

10.06 UM has a continuing right to intervene in a suit initiated by Company
under Section 10.02 or in a declaratory judgment action involving the Patent
Rights brought against Company under Section 10.03. In either case, if UM
chooses to intervene, UM will be responsible for its litigation expenses and
will be entitled to all recoveries which it obtains for itself as a result of
its intervention.

10.07 If Company desires to initiate a suit for patent infringement under
Section 10.02, Company will notify UM in writing within 90 days after giving or
receiving notice of infringement under Section 10.01. If Company fails to notify
UM of its intent to initiate suit within the 90 day period or if Company
notifies UM that it does not intend to initiate suit, UM may initiate suit at
its own expense. In such case, UM is entitled to all recoveries from such
action.

10.08 If an infringement action or a declaratory judgment action alleging
invalidity or non-infringement of any of the Patent Rights is brought against
Company or raised by way of counterclaim or affirmative defense in an
infringement suit brought by Company as described in Section 10.02, Company will
notify UM whether Company intends to respond in opposition to such legal action
within 10 days after Company's receipt of notice of the filing of such action.
If Company fails to notify UM of its intent to respond in opposition to such
legal action within the 10 day period, or if Company notifies UM that it does
not intend to oppose the action, UM may respond to the legal action at UM's
expense. In such case, UM is entitled to all recoveries from such action.

                                       19


Confidential


10.09 Company will cooperate fully with UM in connection with any action
described in Sections 10.07 or 10.08. Company agrees to provide prompt access to
all necessary documents and to render reasonable assistance in response to
requests by UM.


                                       20



                        ARTICLE 11. TERM AND TERMINATION

11.01 Unless sooner terminated in accordance with any of the succeeding
provisions of this Article 11, this Agreement will continue in full force and
effect until the disallowance, expiration, or invalidation of the last Patent
Right anywhere which is licensed under this Agreement.

11.02 Should Company fail to pay UM any sum due and payable under this
Agreement, UM may terminate this Agreement on 60 days written notice, unless
Company pays UM within the 60 day period all delinquent sums together with
interest due and unpaid. Upon expiration of the 60 day period, if Company has
not paid all sums and interest due and payable, the rights, privileges, and
licenses granted under this Agreement terminate.

11.03 Prior to the First Commercial Sale of a Licensed Product to a Third Party,
Company is considered diligent with regard to development of a Licensed Product
as long as Company updates and reports progress against the R&D Plan and
Business Plan described in Section 4.01 and as long as Company: continues to
provide the necessary financial and other resources which are required to
maintain progress in accomplishing the R&D Plan, as it relates to Licensed
Products; conducts or enables others to conduct the activities required to
maintain scheduled progress in accomplishing the Business Plan, as it relates to
Licensed Products; and meets the deadlines for filing an. Investigational Device
Exemption and receiving Pre-Market Approval as provided in Section 4.01.

11.04 If UM declares Company not diligent in development or sales of Licensed
Product based upon the criteria set forth in Section 11.03, then UM may
terminate this Agreement upon 30 days written notice. The withholding by a
regulatory agency of marketing approval in spite of Company's diligent effort to
obtain such approval may not be the basis for UM to declare Company not
diligent.

11.05 Except as set forth in Sections 11.02, 11.04, or 19.03, in the event that
any provision of this Agreement is breached by Company, any Affiliate or any
Sublicensee, UM may terminate this Agreement and any sublicenses granted
hereunder upon 90 days written notice to Company. However, if the breach is
corrected within the 90 day period and UM is reimbursed for all damages directly
resulting from the breach, this Agreement and any sublicenses will continue in
full force and effect and UM will so notify the Company is writing.

11.06 Company may terminate this Agreement at any time by giving UM 30 days
written notice of termination, and upon payment to UM of all payments maturing
through the effective date of the termination and all Patent Expenses invoiced
by UM within 30 days after the effective date of the termination.


                                       21



Confidential


11.07 Expiration or termination of this Agreement does not relieve either party
of any obligation for payment and reporting which arises before expiration or
termination including obligations under Articles 5 and 9. Articles 10, 15, 16,
17, and 18 and Sections 5.13, 5.14, 6.03, 11.08, 11.09, 11.10, 11.11, 11.12, and
19.11 will survive expiration or termination. Article 8 and Sections 9.01 and
19.02 will survive expiration or termination and will expire in accordance with
their terms. Other sections of this Agreement will be effective after expiration
or termination where that intent is clear from the content of those sections.

11.08 Upon termination of this Agreement for any reason, any Sublicensee not in
default may seek a license from UM.

11.09 Upon and effective as of the date of expiration or termination of this
Agreement, Company, upon UM's request, will transfer to UM a non-exclusive,
non-transferable, irrevocable and royalty-free license with the right to
sublicense others granting UM the right to practice Company Improvements in any
field of use for research and education but not for commercial purposes.

11.10 Upon the effective as of the date of termination of this Agreement for any
reason, Company, upon UM's request, will grant to UM any and all rights to
trademarks and tradenames associated only with Licensed Products. Any written
document(s) necessary to accomplish a transfer of these rights will be executed
by Company and delivered to UM within 30 days after Company's receipt of UM's
request.

11.11 Upon expiration or termination of this Agreement for any reason, at UM's
request, Company will provide UM with a copy of Company Data and Joint Data.

11.12 Upon the expiration or termination of all or part of the license rights of
Company under this Agreement, and at UM's request, Company will execute a
document acknowledging the license rights that have expired or terminated.

                                       22




Confidential


                            ARTICLE 12 ASSIGNABILITY

12.01 Company may assign this Agreement to an Affiliate or to a successor to all
or substantially all of the Company's assets or business to which this Agreement
relates. Company may not otherwise assign or transfer this Agreement without the
prior written consent of UM, which will not be unreasonably withheld.

12.02 UM may assign this Agreement to a successor-in-interest but UM may not
otherwise assign or transfer this Agreement without the prior written consent of
Company, which will not be unreasonably withheld.


                       ARTICLE 13. APPLICABLE LAW; WAIVER

13.01 This Agreement is made and construed in accordance with the laws of the
State of Maryland without regard to choice of law issues, except that all
questions concerning the construction or effect of patents will be decided in
accordance with the laws of the country in which the particular patent concerned
has been granted.

13.02 Company submits itself to the jurisdiction of the State courts of the
State of Maryland and Federal courts within the State of Maryland for purposes
of any suit relating to this Agreement, and further agrees that any action
against UM relating to this Agreement will be initiated by Company only in a
court of competent jurisdiction in Baltimore City, Baltimore County, or Howard
County, Maryland.

13.03 UM and Company waive their rights to trial by jury as to any litigation
between them relating to this Agreement.


                   ARTICLE 14. INTEGRATION AND INTERPRETATION

14.01 This Agreement, together with any Exhibits specifically referenced and
attached, embodies the entire understanding between Company and UM. There are no
contracts, understandings, conditions, warranties or representations, oral or
written, express or implied, with reference to the subject matter of this
Agreement that are not merged in this Agreement.

14.02 This Agreement is negotiated as an arm's-length business transaction.
Draftsmanship will not be taken into account in construing the Agreement.

14.03 If any condition or provision in any article of this Agreement is held to
be invalid or illegal or contrary to public policy by a court of competent
jurisdiction from which there is no appeal, this Agreement will be construed as
though the provision or condition did not appear. The remaining provisions of
this Agreement will continue in full force and effect.


                                       23



Confidential


                   ARTICLE 15. REPRESENTATIONS AND WARRANTIES

15.01 UM hereby represents that to the knowledge of the executing UM officer, as
of the date of execution by the officer, (a) as confirmed by assignments from UM
Personnel who are known to be Inventors, UM has full right, title, and interest
in and to the Patent Rights identified in Exhibit A-1 (subject to any rights of
the United States under grants to UM and pursuant to 35 U.S.C. Section 201 et
seq and all implementing regulations); (b) the Patent Rights identified in
Exhibit A-1 are not the subject matter of any currently pending litigation
involving UM, and UM has not been informed of any related litigation
contemplated either by UM or any Third Party; and (c) UM is unaware that any
person disputes inventorship or ownership of Patent Rights as described in this
Agreement. UM warrants that the officer of UM executing this Agreement is
authorized to do so on behalf of UM. UM EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND PATENT
VALIDITY, WITH RESPECT TO PATENT RIGHTS.

15.02 Company hereby represents and warrants to UM that: (a) Company has full
legal right, power and authority to execute, deliver and perform its obligations
under this Agreement; (b) the execution, delivery and performance by Company of
this Agreement do not contravene or constitute a default under any provision of
applicable law or of any agreement, judgment, injunction, order, decree, or
other instrument binding upon Company; and (c) the officer of the Company
executing this Agreement has been authorized by the Company's board of directors
or governing body to execute this Agreement as the act of the Company.


                ARTICLE 16. CLAIMS, INDEMNIFICATION AND INSURANCE

16.01 UM and its officers and employees acting within the scope of their
employment by UM are subject to the Maryland Tort Claims Act ("the Act"), Title
12, Subtitle 1, State Government Article, Annotated Code of Maryland, which
permits claims in tort against the State of Maryland under certain circumstances
and subject to limits provided by law. In order to file a claim under the Act, a
claimant must submit a written claim to the Treasurer of the State of Maryland
or a designee of that office within one year after the injury to the person or
property that is the basis of the claim. Company warrants and represents that at
least 30 days prior to a Licensed Product entering a clinical investigation as
defined in 21 CFR 56, Company will acquire comprehensive liability and property
damage insurance coverage in the minimum amounts of$ 1,000,000 per claim and
$3,000,000 aggregate, applicable to bodily injury, property damage, and product
liability claims. Company warrants that the comprehensive liability and property
damage insurance that Company will purchase will cover contractually assumed
liabilities referred to in Section 16.02, and Company will maintain such
coverage throughout the remaining term of this Agreement. During the period from
the execution of this Agreement up to 30 days before entering a clinical
investigation as defined in 21 CFR 56, Company will maintain liability insurance


                                       24


Confidential


at limits to sufficiently cover its obligations under this Agreement and such
insurance will cover contractually assumed liabilities referred to in Section
16.02. A certificate evidencing the required insurance coverage will be
delivered to UM: (i) at or before execution of this Agreement; (ii) each time
there is a change in Company's insurance coverage; (iii) each time Company's
insurance coverage is renewed; and (iv) prior to a Licensed Product entering a
clinical investigation as defined in 21 CFR 56. Company agrees to require its
insurance carriers) to notify UM within 15 days prior to cancellation of
Company's insurance coverage. If Company does not secure liability insurance
written on an occurrence basis, but instead secures liability insurance written
on a claims-made basis, Company warrants that it will purchase extended
reporting coverage or otherwise provide insurance satisfying its obligations
hereunder for a period of not less than three years following termination of
this Agreement.

16.02 (a) Company will defend, indemnify, and hold harmless UM, UM Personnel,
UM Affiliates, the University System of Maryland, the State of Maryland, and
their regents, officers, employees, students, and agents (each individually a
"UM Party" and all, collectively "UM Parties") against any and all claims,
costs or liabilities, including attorney's fees and court costs at trial and
appellate levels, for any loss, damage, personal injury, or loss of life:

          (i) caused by the actions of Company, its Affiliates, or Sublicensees,
          or their officers, servants, or agents, or Third Parties acting on
          behalf of or under authorization from Company, its Affiliates or
          Sublicensees, in the performance of this Agreement;

          (ii) arising out of use of licensed Patent Rights by Company, its
          Affiliates, or Sublicensees or their officers, servants, or agents, or
          by any Third Party acting on behalf of or under authorization from
          Company, its Affiliates, or Sublicensees; or

          (iii) arising out of use by a UM Party of products, processes, or
          protocols developed either by Company, its Affiliates, or Sublicensees
          or their officers, servants, or agents, or by Third Parties acting on
          behalf of or under authorization from Company, its Affiliates or
          Sublicensees, in the performance of this Agreement, unless the claim,
          cost, or liability is attributable solely to the negligence of a UM
          Party

     (b) Company's agreement to defend, indemnify and hold harmless a UM Party
     is conditioned upon:

          (i) UM promptly notifying Company in writing after UM receives notice
          of any claim, and

          (ii) the UM Party seeking indemnification fully cooperating with
          Company in the defense of the claim.


     (c) Company's agreement to defend, indemnify and hold harmless a UM Party
     will not apply to any claim, cost, or liability attributable to the
     negligent act or willful misconduct of the UM Party.

16.03 UM and Company further agree that nothing in this Agreement will be
interpreted as:

     (a) a denial to either party of any remedy or defense available to it under
     the laws of the State of Maryland;


                                       25



Confidential

     (b) the consent of the State of Maryland or its agents and agencies to be
     sued; or

     (c) a waiver of sovereign immunity or any other governmental immunity of
     the State of Maryland and UM beyond the extent of any waiver provided by
     law.


                      ARTICLE 17. ADVERTISING AND PUBLICITY

17.01 Neither party will use the name of the other or any of its employees or
personnel, or any adaptation thereof, in any advertising, promotional, or sales
literature without prior written consent obtained from the other party. Either
party may publicize the fact that the parties have made this Agreement.


                         ARTICLE 18. DISPUTE RESOLUTION

18.01 If a dispute between the parties related to this Agreement arises, either
party, by notice to the other party, may have the dispute referred to the
parties' respective officers designated below, or their successors, for
attempted resolution by good faith negotiations within 30 days after the notice
is received. The designated officers are as follows:

For Company:             Chief Financial Officer
For UM:                  Vice President, Research and Development

     In the event the designated officers are not able to resolve the dispute
within this 30 day period, or any agreed extension, they will confer in good
faith with respect to the possibility of resolving the matter through mediation
with a mutually acceptable Third Party or a national mediation organization. The
parties agree that they will participate in any mediation sessions in good faith
in an effort to resolve the dispute in an informal and inexpensive manner. All
expenses of the mediator will be shared equally by the parties. Any applicable
statute of limitations will be tolled during the pendency of a mediation
initiated under this Agreement. Evidence of anything said or any admission made
in the course of any mediation will not be admissible in evidence in any civil
action between the parties. In addition, no document prepared for the purpose
of, or in the course of, or pursuant to, the mediation, or copy thereof, will be
admissible in evidence in any civil action between the parties. However, the
admissibility of evidence will not be limited if all parties who participated in
the mediation consent to disclosure of the evidence.


                                       26



                            ARTICLE 19. MISCELLANEOUS

19.01 No license or right is granted by implication or otherwise with respect to
any patent application or d by either party, unless specifically set forth in
this Agreement.

19.02 Company, its Affiliates, Sublicensees, subcontractors and agents will not
knowingly employ or directly or indirectly, any person working in the Licensed
Field, or involved in negotiating ti Dn behalf of UM, while the person is
employed by UM or for 2 years thereafter, unless UM mpany with prior written
consent of the UM President to the employment or compensation by Company.
"Compensation" includes but is not limited to: cash, stock, stock option or
stock purchase consulting agreements, gifts, grants, stipends, loans,
perquisites, promises of future employment or any other form of consideration or
agreement executed between a UM employee and Company, its ublicensees,
subcontractors or agents. "Employment" includes both uncompensated and
compensated service to Company. The Maryland Public Ethics Law, Title 15, State
Government Article, Code of Maryland, may apply to a decision by the UM
President in regard to such matter.

     This Section is not intended to prevent Inventors from owning stock of
Company received by a distribution of licensing revenues under the University
System of Maryland Intellectual Property Policy. As Company stockholders,
Inventors may receive dividends and enjoy other benefits of ship, subject to any
terms and conditions UM or Company may require in order to satisfy


                                       27



conflict of interest concerns. Should UM terms and conditions be relevant to
the relationship of Company to Inventors, as shareholders, UM will advise
Company of them. This provision is not intended to prevent Company from placing
any restrictions upon Inventors' stock that may be necessary to satisfy federal
or state laws or regulations applicable to Company or to development of Licensed
Products.

19.03 Company will provide written notice to UM prior to the filing of a
petition in bankruptcy if Company intends to file a voluntary petition, or, if
known by Company through statements or letters from a creditor or otherwise, if
a Third Party intends to file an involuntary petition in bankruptcy against
Company. Notice will be given at least 75 days before the planned filing or, if
such notice is not feasible, as soon as Company is aware of the planned filing.
Company's failure to perform this obligation is deemed to be a material
prepetition incurable breach under this Agreement not subject to the 90-day
notice requirement of Section 11.05, and UM is deemed to have terminated this
Agreement 75 days prior to the filing of the bankruptcy petition.

19.04 If Company conducts clinical trials of a Licensed Product, it will give
full consideration to use UM or the University of Maryland Medical System
Corporation as a site for clinical trials, subject to agreement on terms and
conditions, including compensation, negotiated in good faith.

19.05 Neither party is liable for failure or delay in performing any of its
obligations under this Agreement if the failure or delay is required in order to
comply with any governmental regulation, request or order, or necessitated by
other circumstances beyond the reasonable control of the party so failing or
delaying, including but not limited to Acts of God, war (declared or
undeclared), insurrection, fire, flood, accident, labor strikes, work stoppage
or slowdown (whether or not such labor event is within the reasonable control of
the parties), or inability to obtain raw materials, supplies, power or equipment
necessary to enable a party


                                       28



to perform its obligations. Each party will: (a) promptly notify the other party
in writing of an event of force majeure, the expected duration of the event and
its anticipated effect on the ability of the party to perform its obligations;
and (b) make reasonable efforts to remedy the event of force majeure.

19.06 All notices, consents and other communications required or allowed under
this Agreement must be in writing and are effective upon receipt: (a) when
delivered by hand; or (b) when received by the addressee after being mailed by
registered or certified mail (air mail if mailed overseas), return receipt
requested; or (c) when received by the addressee, by delivery service (return
receipt requested), in each case addressed to the party at its address set forth
below (or to another address that a party may later designate by notice to the
other party):

 If to UM:            Director, Technology Commercialization Office of Research
                      and Development University of Maryland, Baltimore 515
                      West Lombard Street, Suite 500 Baltimore, Maryland
                      2120 1-1602

 Copy to:             University Counsel
                      University of Maryland, Baltimore
                      520 West Lombard Street, Second Floor Baltimore,
                      Maryland 2 1201-1627



If to Company:        Chief Financial Officer


                                       29



                      JDA Medical Technologies, Inc. 6501 Autumn Wind Circle
                      Clarksviile, MD 21029

19.07 This Agreement, including Exhibits, may not be amended, nor may any right
or remedy of either party be waived, unless the amendment or waiver is in
writing and signed by a duly authorized representative of each party.

19.08 A failure or delay by a party in exercising any of its rights or remedies
under this Agreement does not constitute a waiver of the rights or remedies, nor
does any single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy. The
rights and remedies of the parties provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.

19.09 UM and Company are not (and nothing in this Agreement may be construed to
constitute them as) partners, joint venturers, agents, representatives or
employees of the other, nor is there any status or relationship between them
other than that of independent contractors. Neither party has any responsibility
nor liability for the actions of the other party except as specifically provided
in this Agreement. Neither party has any right or authority to bind or obligate
the other party in any manner or make any representation or warranty on behalf
of the other party.

19.10 Unless otherwise provided, all costs and expenses incurred in connection
with this Agreement will be paid by the party which incurs the cost or expense,
and the other party has no liability for such cost or expense.


                                       30



19.11 This Agreement is not intended to create, and does not create, enforceable
legal rights as a third party beneficiary or through any other legal theory on
the part of any University Personnel or any other person except as otherwise
provided by Section 16.02.


19.12 This Agreement is signed in duplicate originals. The headings used in this
Agreement are for convenience of reference only and do not affect the meaning or
construction of this Agreement.

19.13 If UM offers incubator space for rent to licensees of UM technologies
following the opening of the 15MB Health Sciences Research Park, UM will offer
Company a reasonable amount of space at terms comparable to those offered by UM
to similarly situated companies.

19.14 UM will cooperate with Company's reasonable requests for UM participation
in Company's ftmdraising, regulatory and business development activities. This
agreement does not create personal obligations on the part of any of the
Inventors or other UM Personnel. Company, upon UM's request, will reimburse UM
for any out of pocket expenses it may incur in connection with such activities
(e.g., travel expenses; duplication of materials or media).

The parties have caused this Agreement to be executed by their duly authorized
representatives on the dates indicated below.


                                       31




UNIVERSITY OF MARYLAND
BALITMORE


BY:  /s/  David J. Ramsay                    WITNESS:  /s/  Carol Cra?????
    --------------------------------                   -------------------------
    David J. Ramsay, D.M., D.Phil

Date:  2-19-04                               Date:  2/19/04
       -----------------------------                ----------------------------


JDA MEDICAL - CHOOMS, INC.






BY:  /s/  Jeff Franco                        ATTEST:  /s/   ???????
     -------------------------------                  --------------------------
     Jeff Franco
     Chief Financial Officer


Date:  ???????????????                       Date:  2/23/04
       -----------------------------                ----------------------------


                                       32



Confidential


                                                                      EXHIBIT A-

                                1: PATENT RIGHTS


United States Patent Application Serial Number 60/479,832

Date Filed:  6/20/2003

Title:  "Instant microspheres for microarterial imaging and radiotherapy"

Inventors:  Line, Van Echo, Kennedy, Ghandehari, and Nan Docket

Code:  BL-2003-028

Patent applications and patents described in Section 2.15(b), (c), or (d) will
be added to Exhibit A-1 through an amendment in accordance with Section 19.07.



                         UM Acknowledged Date ????????

            Company Acknowledged ______________ Date ______________


                                       33



Confidential


                           EXHIBIT A-2: ROYALTY RATES

United States Patent Application Serial Number 60/479,832                   2.5%
Date Filed:  6/20/2003
Title:  "Instant microspheres for microarterial imaging and radiotherapy"
Inventors: Line, Van Echo, Kennedy, Ghandehari, and Nan Docket Code:
BL-2003-028



                         UM Acknowledged Date ????????

            Company Acknowledged ______________ Date ______________


                                       34




                                                       Exhibit 10.21  Continued

                              AGREEMENT AND CONSENT


     This Agreement and Consent (this "Agreement") by and between University of
Maryland, Baltimore, a constituent institution of the University System of
Maryland (which is a public corporation and an instrumentality of the State of
Maryland) ("UMB"), and JDA Medical Technologies, Inc., a Maryland corporation
("Company"), is made this __ day of July, 2006.

     The parties hereby agree as follows:

                               ARTICLE 1. RECITALS

     1.01 Pursuant to the Master License Agreement dated September 16, 2003 by
and between UMB and Company (the "MLA"), UMB granted to Company an exclusive
worldwide license under certain Patent Rights to make, have made, use, lease,
offer to sell, sell and import the Licensed Products within the Licensed Field
for the term set forth in the MLA.

     1.02 Company proposes to enter into a merger transaction (the "Merger")
with BestNet Communications Corporation ("BestNet") and Oncologix Corporation
("Oncologix"), pursuant to an Agreement of Merger and Plan of Reorganization
dated July ___, 2006 (the "Merger Agreement"). Company represents and warrants
that a true and complete copy of the Merger Agreement has been submitted to UMB,
and no provision of the Merger Agreement has been amended, modified, or waived.

     1.03 If the merger is closed on the terms and conditions set forth in the
Merger Agreement, UMB hereby consents to the Merger and to the assignment to and
assumption by Oncologix of the MLA in connection therewith.

     1.04 In order to allow Company to close the Merger, the parties agree to
amend the MLA as set forth below. The parties have also agreed as to certain
other matters as set forth below

     1.05 All capitalized terms not defined or re-defined herein shall have the
meaning otherwise given in the MLA.


                       ARTICLE 2. COMPANY RESPONSIBILITIES

     2.01 Section 4.01(e) of the MLA is hereby deleted and in its place is
inserted the following:

          "(e) On or before September 16, 2008, (a) Company (or a duly
     authorized Sublicensee in any country other than the U.S.) submits an
     Application for an Investigational Device Exemption ("IDE") for a Licensed
     Product to the FDA, or any foreign equivalent, or (b) Company (or a duly
     authorized Sublicensee in any country other than the U.S.) commences a
     Clinical Trial of a Licensed Product. For purposes of this License
     Agreement, "Clinical Trial" shall mean a human clinical trial of a Licensed
     Product to that would satisfy the requirements of 21 C.F.R. ss.812.1 et
     seq., or its foreign equivalents. A Clinical Trial shall be considered to
     have commenced when the Licensed Product has been administered to the first
     subject in the study."




     2.02 Section 4.01(f) of the MLA is hereby deleted and in its place is
inserted the following:

          "(f) Company receives Pre-Market Approval for a Licensed Product on or
     before September 16, 2011."

     2.03 A new Section 4.01(g) is added to the MLA, as follows:

          "(g) Pursuant to an Agreement of Merger and Plan of Reorganization
     dated July ___, 2006 (the "Merger Agreement") by and among BestNet
     Communications Corporation ("BestNet"), Oncologix Corporation
     ("Oncologix"), Company, and certain shareholders of Company, BestNet shall
     provide at least $4,000,000 in funding for the operations of Oncologix. It
     is acknowledged that $350,000 of said amount has already been furnished by
     way of an advance to the Company. The balance of $3,650,000 shall be
     deposited for the account of Oncologix as follows: (i) $400,000 at the
     Closing (as defined in the Merger Agreement); (ii) $250,000 on the last day
     of each of the five successive months following the month in which the
     Closing occurs; (iii) the remaining balance on the last day of the sixth
     month after the Closing occurs; whereupon (iv) a certain Convertible
     Promissory Note issued to BestNet by Company on or about March 23, 2006 in
     the principal sum of $350,000 shall, together with any liability of the
     Company for accrued interest thereunder, be canceled and extinguished. Such
     funds shall be used solely for the purposes set forth in the Merger
     Agreement."


                          ARTICLE 3. MILESTONE PAYMENTS

     3.01 Section 5.02(a) of the MLA is hereby deleted and in its place is
inserted the following:

          "(a) Company will pay to UMB the following commercial milestone
     payments within thirty (30) days following the satisfaction of each
     milestone:

               (i)  The first to occur of (a) commencement of a Clinical Trial
                    for a Licensed Product in any country other than the U.S.,
                    or (b) filing with FDA of an IDE for a Licensed Product:
                    $25,000.00;

               (ii) Three (3) months following FDA approval of an IDE for a
                    Licensed Product: $50,000.00;

               (iii) Receipt of the first Pre-Market Approval by the FDA for a
                    Licensed Product: $50,000.00;

               (iv) Acquisition of a controlling interest in Company by a Third
                    Party (other than pursuant to the Merger Agreement):
                    $100,000.00;

               (v)  Completion of the first calendar year in which Net Sales
                    exceed $5,000,000.00: $200,000.00."



                            ARTICLE 4. COMPANY SHARES

     4.01 In addition to the 664,028 founders shares issued to UMB pursuant to
the MLA, immediately prior to the closing of the Merger Company shall issue to
UMB an additional 42,248 shares of Company's common stock. Those additional
shares shall be converted into two hundred thousand (200,000) shares of BestNet
common stock (the "Additional Shares") upon closing of the Merger.

     4.02 BestNet shall use its best efforts (subject only to approval by the
U.S. Securities and Exchange Commission) to cause the Additional Shares to be
registered (as defined in the Merger Agreement) during the period commencing six
(6) months after the closing of the Merger and ending twenty-four (24) months
thereafter. Such registration shall be at the sole expense of BestNet, and shall
be made regardless of any condition or requirement under the Merger Agreement
(including without limitation the requirement of Section 5.2.1 that the request
for registration be made by a certain percentage of holders, or that the
anticipated aggregate net offering price of the registrable securities exceed a
certain value).

     4.03 A new Section 5.15 is added to the MLA, as follows:

          "UMB understands and acknowledges that the shares issued pursuant to
     this Agreement are "restricted securities" under federal and state
     securities laws insofar as they have not been registered under the
     Securities Act of 1933, as amended ("1933 Act"), or the securities laws of
     any other jurisdiction, that they may not be resold or transferred without
     compliance with the registration or qualification provisions of the 1933
     Act or applicable federal and state securities laws of any state or other
     jurisdiction or an opinion of counsel that an exemption from such
     registration and qualification requirements is available."

     4.04 If the Merger is closed in accordance with the terms of the Merger
Agreement, UMB acknowledges and agrees that it shall not be entitled to any
protection against dilution of UMB's founders shares under Section 5.14 of the
MLA.


                           ARTICLE 5. INDEMNIFICATION.

     5.01 Section 16.02(a) of the MLA is hereby deleted and in its place is
inserted the following:

          "16.02 (a) Company will defend, indemnify, and hold harmless UM, UM
     Personnel, UM Affiliates, the University System of Maryland, the State of
     Maryland, and each of their respective current and future regents,
     directors, trustees, officers, faculty, medical and professional staff,
     employees, students, trainees, and agents, and their respective successors,
     heirs, and assigns (each individually a "UM Party" and all, collectively
     "UM Parties") against any claim, liability, cost, damage, deficiency, loss,
     expense or obligation of any kind or nature (including without limitation
     reasonable attorneys' fees, expert witness fees, court costs and other
     costs and expenses of litigation at trial and appellate levels) incurred by
     or imposed upon Indemnitees or any one of them in connection with any
     claims, suits, actions, demands or judgments:

               (i) Arising out of the actions or omissions of Company, its
     Affiliates, or Sublicensees, or their directors, officers, employees, or
     agents, or any Third Party acting on behalf of or under authorization from
     Company, its Affiliates, or Sublicensees;




               (ii) Arising out of use of the Patent Rights by Company, its
     Affiliates, or Sublicensees or their directors, officers, employees, or
     agents, or by any Third Party acting on behalf of or under authorization
     from Company, its Affiliates, or Sublicensees;

               (iii) Arising out of use by a UM Party of products, processes, or
     protocols developed either by Company, its Affiliates, or Sublicensees or
     their directors, officers, employees, or agents, or by Third Parties acting
     on behalf of or under authorization from Company, its Affiliates or
     Sublicensees, provided the use was consistent with any instructions,
     protocols, or supervision provided or approved by Company or a Sublicensee,
     unless the claim, cost, or liability is attributable solely to the
     negligence of a UM Party;

               (iv) Arising out of any theory of product liability (including
     without limitation actions in the form of tort, warranty, or strict
     liability) concerning any Licensed Product or any other product, process or
     service made, used, or sold pursuant to any right or license granted under
     this License Agreement; or

               (v) Arising out of any actions or omissions of Fountain
     Pharmaceuticals, Inc., a Delaware corporation, its affiliates,
     sublicensees, or assignees, or any of their directors, officers, employees,
     or agents, whether in connection with the License Agreement dated June 12,
     2006 or otherwise."


                               ARTICLE 6. WAIVERS.

         6.01 UMB hereby waives any default or breach of the MLA by Company
through and including the date of closing of the Merger. UMB acknowledges and
aggress that it shall not have any rights or remedies (including without
limitation the right to terminate the MLA) as a result of any default or breach
of the MLA by Company through and including the date of closing of the Merger.

         6.02 UMB hereby waives the commercial milestone payment of $100,000.00,
which would have been due upon closing of the Merger pursuant to Section
5.02(a)(iii) of the MLA.

                             ARTICLE 7. RATIFICATION

     7.01 Except as specifically modified above, the MLA is hereby ratified,
affirmed, and is in full force and effect.

                            ARTICLE 8. COUNTERPARTS.

     8.01 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                         ARTICLE 9. CONDITION PRECEDENT.

     9.01 This Agreement shall not be effective unless and until the closing of
the Merger. This Agreement shall be null and void if the Merger is not closed by
July 31, 2006.

                           ARTICLE 10. GOVERNING LAW.

     10.01 This Agreement is made and shall be construed in accordance with the
laws of the State of Maryland, without regard to the principles of conflicts of
laws.



                            [Signature Page Follows]







     IN WITNESS WHEREOF, UMB and Company have executed and delivered this
Agreement as of the date first above written.



UNIVERSITY OF MARYLAND, BALTIMORE                 JDA MEDICAL TECHNOLOGIES, INC.



By:                                               By:
   -------------------------------------              --------------------------

Its:                                              Its:
    ------------------------------------               -------------------------

Agreed and accepted:


BESTNET COMMUNICATIONS CORPORATION



By:
    ------------------------------------

Its:
     -----------------------------------

ONCOLOGIX CORPORATION



By:
    ------------------------------------

Its:
     -----------------------------------

EX-10.23

                                                                   Exhibit 10.23

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of July 26, 2006 (the
"Effective Date"), by and among Andrew S. Kennedy, MD, who resides at 307
Devonhall Lane, Cary, NC 27511 ("Kennedy"), and Oncologix Corporation, a Nevada
corporation (the "Company"), which is the wholly owned subsidiary of BESC. The
parties have agreed as follows:



                                   1. RECITALS

1.1 The Company
For the purposes of this Agreement, the term, "the Company" shall, where the
context indicates, include any present or future parent, subsidiary, or other
affiliate of the Company and any successor or assign of the Company.


1.2 Underlying Transaction
This Agreement has been executed and delivered pursuant to a certain Merger
Agreement dated July 26, 2006 among BestNet Communications Corp., a Nevada
corporation ("BESC"), JDA Medical Technologies, Inc., a Maryland corporation
("JDA"), the Company, Kennedy and certain other parties. Kennedy understands and
acknowledges that his entry into this Agreement and his performance hereunder
are material inducements to BESC and the Company to enter into and to perform
under the Merger Agreement. Simultaneously with the mutual execution and
delivery of this Employment Agreement, approximately thirty-two and forty-four
hundredths percent (32.44%) of the outstanding capital stock of JDA is being
acquired from Kennedy by BESC through the Company, and Kennedy is acquiring
approximately four and eighteen hundredths percent (4.18%) of the outstanding
capital stock of BESC.


1.3 Kennedy's Relationship and Expertise.
Kennedy was a founder of JDA, has since its inception been a member of its Board
of Directors and its Chief Scientific and Medical Officer and was a primary
inventor of its technology. Kennedy desires to continue in a substantially
similar policy-oriented capacity with the Company, under its new ownership. The
Company desires to engage Kennedy to perform substantially similar services for
the Company, on the basis of his considerable familiarity with and expertise in
the Business (as defined herein), its application in the practice of medicine
and his knowledge and experience as a medical practitioner. In formulating the
provisions of this Agreement, the parties have understood and recognized that
the Company is engaged in the business of developing, testing and marketing
products and services in connection with radiation therapies for the treatment
of cancers, including without limitation, Microarterial Brachytherapy or the use
of radio-labeled microspheres in the treatment of soft tissue cancers
("Business") and that the market for any business of such nature is worldwide
and not limited to any particular geographical area.

                                       1


1.4 Kennedy's Prior Obligations.
The Company acknowledges that Kennedy, prior to execution of this Agreement, has
taken on employment, management and other responsibilities with Wake Radiology
Oncology, PLLC ("Wake Radiology Oncology"). No obligation herein shall be
interpreted to limit in any way the ability of Kennedy to carry out his current
or future responsibilities to Wake Radiology Oncology, as it currently exists or
as it may exist in the future, resulting, for example, from a merger or
acquisition of Wake Radiology Oncology.


1.5 Purpose of Agreement.
Kennedy and the Company desire to provide for Kennedy's employment by the
Company upon the terms and conditions set forth in this Agreement.


                             2. TERMS OF EMPLOYMENT

2.1 Employment and Term.
The Company will employ Kennedy, and Kennedy hereby accepts employment with the
Company, for an initial term commencing on the Effective Date, and continuing
for a period of two (2) years following the Effective Date (the "Initial Term").
It is contemplated, however, that, unless written notice of the intention not to
renew is given by either party to the other at least sixty (60) days prior to
the end of the Initial Term or the applicable then-current term, this Agreement
will be renewed for successive periods ("Additional Term(s)," and together with
the Initial Term, the "Term") on the terms and conditions set forth herein or as
otherwise mutually agreed by the parties. Employment during the Term may be
earlier terminated as provided herein.


2.2 Duties.
(a) Kennedy shall initially serve in the capacity of Chief Scientific and
Medical Officer, reporting to the Board of Directors of the Company. more
particularly with respect to the Initial Term, he will be expected to work with
other members of the Company's management to refine the animal trials that will
be performed in support of the IDE submission, to design or participate in the
design, implementation and analysis of all cellular, animal and eventually human
testing and to have an oversight role in the feasibility study of the spheres,
and continual refinement of the product specifications to optimize the final
microsphere with dual tags of a gamma and beta isotope. He will also be expected
to develop the scientific and medical rationale in the application to the Food
and Drug Administration ("FDA") for permission to infuse JDA spheres in humans,
e.g. the IDE and to revise the initial pilot and pivotal human trials for FDA
approval. This will include recruitment of medical centers to carry out the
trials, training them, and overseeing their performance. He will be expected to
complete the official protocols after FDA meetings and input. He will be working
closely with Company management and any consultants to develop the infusion kit,
training manual, web site, company public relations and marketing as they relate
to the Company's product and physicians, and train an experienced group of
physician proctors and sales persons; a key responsibility being the development
of a core group of physician users is to ensure the highest safety, efficacy and
patient outcomes with JDA spheres.

                                       2


(b) Kennedy agrees to devote approximately sixty-four (64) hours each month to
the performance of the Business, and Kennedy shall not, except with respect to
Wake Radiology Oncology as set forth in Section 1.4 herein, directly or
indirectly, alone or as a member of any partnership or other organization, or as
an officer, director or employee of any other corporation, partnership, or other
organization, be actively engaged in or concerned with any other duties or
pursuits which interfere with the performance of his duties hereunder. The
Company acknowledges that Kennedy has business interests and ventures outside
the Business of the Company and agrees that Kennedy can independently pursue
these business interests and ventures as long as they do not interfere with him
fulfilling his obligations under this Agreement.

(c) Kennedy further agrees to accept election and to serve during all or any
part of the Term as a director of the Company without any compensation therefor
other than that specified in this Agreement, if elected to such position by the
stockholders of the Company. For purposes of clarity, Kennedy's service as a
director of the Company shall be considered as a part of the time devoted to the
performance of the Business as set forth in Section 2.2(b) herein. The Company
shall use its best efforts to cause Kennedy to be elected as a director and
shall include him in the management slate for election as a director at every
stockholders' meeting at which his term as a director would otherwise expire.


2.3 Compensation.
(a) The Company shall pay Kennedy, and Kennedy shall accept, as full
compensation for all services rendered hereunder, a base salary (the "Base
Salary") and the other compensation and benefits provided hereunder. Kennedy's
Base Salary shall be at an annual rate of Two Hundred Forty Thousand Dollars
($240,000), payable in approximately equal installments at such intervals as are
consistent with the Company's pay periods for salaried executives. The Base
Salary shall be subject to annual review by the Company for increases, based on
Kennedy's performance of the duties assigned to him hereunder, the financial
condition of the Company and the applicable policies and review standards of the
Company in effect from time to time. In addition to the Base Salary, Kennedy
shall be eligible to receive an annual discretionary bonus as determined by the
Company, at its sole discretion (the "Bonus"). Notwithstanding anything herein
to the contrary, all payments required to be made hereunder by the Company to
Kennedy, or his estate or beneficiaries, shall be subject to the withholding of
such amounts as the Company may reasonably determine it should withhold pursuant
to any applicable law or regulation.

                                       3


(b) Kennedy shall be eligible to participate in retirement, pension, group
insurance, medical, health, dental, vacation and any other plans or programs of
substantially similar character as are made generally available to executive
employees of the Company. All such benefits are to be provided by the Company,
subject to the terms of any welfare or pension plan sponsored by the Company.

(c) The Company shall reimburse Kennedy for all reasonable expenses incurred by
him in the performance of his duties pursuant to this Agreement in accordance
with the Company's policies concerning the reimbursement of expenses.


2.4 Termination of Employment.
(a) Death. Kennedy's employment hereunder shall terminate in the event of his
death. Except for any Salary, Bonus and other benefits accrued, vested and
unpaid as of the end of the month in which any such termination occurred, the
Company shall be under no further obligation hereunder to Kennedy or his heirs
or personal representatives, and Kennedy or his heirs and personal
representatives no longer shall be entitled to receive any payments or any other
rights or benefits under this Agreement.

(b) Disability. The Company may terminate Kennedy's employment hereunder for
"Disability," upon sixty (60) days' prior written notice to Kennedy, if an
independent physician (who shall be board certified in the specialty most
closely related to the nature of incapacity or disability alleged to exist)
mutually selected by Kennedy or his representative and the Board of Directors or
its designee has determined that Kennedy is unable to perform the essential
functions of his job for a continuous period of six (6) months, with or without
accommodation, as contemplated by this Agreement, by reason of a physical or
mental illness. In the event of such Disability, Kennedy shall be entitled to
receive any Salary, Bonus and other benefits accrued, vested and unpaid as of
the date of any such termination, and the Company shall be under no further
obligation hereunder to Kennedy, and Kennedy no longer shall be entitled to
receive any other payments, rights or benefits under this Agreement.

(c) Termination by the Company for Cause. The Company may terminate Kennedy's
employment hereunder for "Cause", which for the purposes of this Agreement shall
mean: (i) the willful or material breach by Kennedy of any of the terms of this
Agreement; (ii) Kennedy's conviction of (or plea of guilty with respect to) any
theft, fraud or crime involving moral turpitude or crime or offense involving
money or other property of the Company or any affiliate of the Company or which
constitutes a felony in the jurisdiction involved; (iii) the engaging by Kennedy
in willful misconduct which is injurious to the Company or its affiliates,
monetarily or otherwise, including without limitation any act or acts that in
the reasonable opinion of the Company's Board of Directors, give rise to a
material risk of liability for discrimination or sexual or other forms of
harassment or other similar liabilities to subordinate employees; (iv) gross
negligence by Kennedy with respect to his services to the Company which has
continued for fifteen (15) days after written notice to Kennedy; (v) continued
and repeated substantive violations of reasonable, specific written directions
of the Company's Board of Directors, which directions are consistent with this
Agreement and Kennedy's position as an officer or continued and repeated failure

                                       4


to perform duties assigned by or pursuant to this Agreement or in accordance
with the policies of the Company and which have continued for fifteen (15) days
after written notice to Kennedy; (vi) any material breach by Kennedy of any
other agreement between the Company and Kennedy which has continued for fifteen
(15) days after written notice to Kennedy; and (vii) any material breach by
Kennedy of his fiduciary duty to the Company, including any misappropriation of
a corporate opportunity. In the event of termination for Cause, Kennedy shall be
entitled to receive any Salary, Bonus and other benefits accrued, vested and
unpaid as of the date of any such termination, and the Company shall be under no
further obligation hereunder to Kennedy, and Kennedy no longer shall be entitled
to receive any other payments, rights or benefits under this Agreement.
Following any termination for Cause, the Company shall have such rights and
remedies as may be available to it for any breach of this Agreement or
otherwise.

(d) Termination by the Company other than for Cause. The Company may terminate
Kennedy's employment hereunder at any time for any reason other than for Cause;
provided that the Company has given Kennedy ninety (90) days' written notice of
termination, which termination shall be effective upon expiration of the notice
period. In the event of such termination, (i) Kennedy shall be entitled to
receive a severance benefit equal to his Base Salary at the rate in effect at
the time of termination for the remainder of the then current Term or for three
(3) months, whichever is less, and shall also be entitled to receive any Base
Salary, Bonus or other compensation vested and unpaid as of the date of any such
termination and any benefits to which Kennedy may be entitled under and in
accordance with the terms of any Kennedy benefit plan, policy or program
maintained by the Company. Upon Kennedy's receipt of such severance benefit,
salary and benefits, the Company shall be under no further obligation hereunder
to Kennedy, and Kennedy no longer shall be entitled to receive any payments or
any other rights or benefits under this Agreement or otherwise, and the
provisions of Section 3.2 shall terminate upon such termination of this
Agreement.

(e) Termination by Kennedy for Good Reason. Notwithstanding anything herein to
the contrary, Kennedy shall be entitled to terminate his employment hereunder
for "Good Reason" without breach of this Agreement. As used herein, "Good
Reason" shall mean: (i) the Company becomes insolvent, as evidenced by its
inability to meet its obligations in the ordinary course of business; (ii) any
reduction in Kennedy's Base Salary (other than a proportional reduction
affecting executive employees of the Company generally); (iii) removal of
Kennedy from a senior position with the Company; or (iv) the Company's
requirement that he perform his duties hereunder on a regular basis from a
location more than thirty (30) miles from his current office or then-current
office, as applicable; provided however, that it is understood that as a part of
his duties he is expected to periodically attend scientific and professional
conferences throughout the world. In the event of such termination by Kennedy,
Kennedy shall nonetheless be entitled to receive a severance benefit equal to a
Base Salary at the rate in effect at the time of termination for the remainder
of the then current Term or for three (3) months, whichever is less. Except for
such severance benefit and except for any Base Salary, Bonus and benefits
accrued, vested and unpaid as of the date of such termination, Kennedy no longer
shall be entitled to receive any payments or any other rights or benefits under
this Agreement, and the Company shall have no further obligation hereunder or
otherwise to Kennedy following any such termination.

                                        5


       3. PROPRIETARY INFORMATION AND INVENTIONS; COVENANT NOT TO COMPETE

3.1 Company Ownership of Intellectual Property.
Kennedy agrees that all processes, discoveries, formulas, improvements,
technologies, designs and inventions ("Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or not,
conceived, developed, invented or made solely by Kennedy, or jointly with
others, during the Term, within the scope of his employment and related to the
Business, shall belong to the Company or its affiliates. Kennedy shall further:
(a) promptly disclose such Inventions to the Company; (b) assign to the Company,
without additional compensation, all patent and other rights to such Inventions,
whether patentable or unpatentable, including all substitute,
continuation-in-part and reissue applications, patents of addition and
confirmation relative thereto, for the United States of America and foreign
countries; (c) sign all papers necessary to carry out the foregoing; and, (d)
give testimony in support of inventorship. The Company agrees that Kennedy owns
all right, title and interest in and to any Invention made during his employment
by JDA or the Company that was made outside normal working hours and outside his
scope of employment with JDA or the Company.


3.2 Covenant Not to Compete.
(a) Kennedy acknowledges that his duties under this Agreement and the services
he will provide to the Company are of a special, unique, unusual and
extraordinary character, which gives this Agreement particular value to the
Company, and that it would be difficult to employ any individual or individuals
to replace Kennedy in the performance of such duties and services. Therefore, in
consideration of this Agreement and of the Merger Agreement and his receipt of
BESC capital stock as recited above, subject to the provisions of Section 1.4
herein, Kennedy agrees that during his employment by the Company, and for a
period of two (2) years after termination of this Agreement for any reason,
including expiration of the Term of this Agreement, Kennedy shall not, directly
or indirectly, as owner, partner, joint venturer, stockholder, employee, broker,
agent, principal, trustee, corporate officer, director, or in any capacity
whatsoever engage in, become financially interested in, be employed by, render
any consultation or business advice with respect to, or have any connection
with, any business similar to the Business or which is otherwise competitive
with products or services with respect to the Business, in any geographic area
where, at the time of the termination of his employment, the Business was being
conducted or was proposed to be conducted; provided, however, that Kennedy may
own any securities of any corporation which is engaged in such business and is
publicly owned and traded but in an amount not to exceed at any one time five
percent (5%) of any class of stock or securities of such corporation.

                                       6


(b) Kennedy acknowledges that the Company intends to conduct business on a
world-wide basis, that its sales and marketing prospects are for continued
expansion into world markets and that, therefore, the territorial and time
limitations set forth in Section 3.2(a) are reasonable and properly required for
the adequate protection of the Business. In the event any such territorial or
time limitation is deemed to be unreasonable by a court of competent
jurisdiction, Kennedy agrees to the reduction of the territorial or time
limitation to the area or period which such court deems reasonable.


3.3. Confidentiality.
Kennedy agrees, while employed by the Company and for a two (2) year period
thereafter, directly or indirectly, not to disclose or use to the detriment of
the Company or any of its affiliates (the term "affiliates" as used in this
Agreement is understood to mean subsidiaries, and parent and brother/sister
corporations of the Company) or for the benefit of any other person or firm, any
confidential information or trade secrets which are not readily available in the
public domain (including, but not limited to, the identity and particular needs
of any customer of the Company or any of its affiliates, the methods and
techniques of the business of the Company or any of its affiliates, the
marketing plans and objectives of the Company or any of its affiliates, the
formula of any product of the Company or any of its affiliates) of the Company
or any of its affiliates. Such confidential information or trade secrets shall
not include information that (i) became known to Kennedy prior to disclosure by
the Company; (ii) is or subsequently becomes generally available to the public
without Kennedy's breach of this Agreement; (iii) is obtained by Kennedy from a
third party having a right to disclose such information; or (iv) except as
limited below, is required by law, governmental order or decree to be disclosed
by Kennedy. Furthermore, Kennedy shall deliver promptly to the Company upon
termination of employment, or at any time the Company may so request, all
memoranda, notes, records, reports, manuals, drawings, blueprints, formulas, and
other documents (and all copies thereof) relating to the Business and all
property associated therewith, then possessed or under the control of Kennedy.


3.4 Remedies for Breach.
Kennedy acknowledges that the legal remedies for breach of the covenants
contained in this Article 3 are inadequate, and therefore agrees that, in
addition to any or all other remedies available to the Company and its
affiliates in the event of a breach or a threatened breach of any covenant
contained therein, the Company of any of its affiliates may:

(a) Obtain preliminary and permanent injunctions against any and all such
actions, and

(b) Seek to recover from Kennedy monetary damages to the Company or its
affiliates arising from such breach or threatened breach and all costs and
expenses (including attorneys' fees) incurred by the Company or any of its
affiliates in enforcement of such covenants.

                                       7


3.5 Survival.
This Article 3 shall survive any termination of Kennedy's employment hereunder
unless otherwise provided herein.


                          4. GENERAL AND MISCELLANEOUS

4.1. Notices.
All notices, requests, consents and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if sent by private overnight mail service (delivery confirmed by such
service), registered or certified mail (return receipt requested and received),
or delivered personally, in each case to the following addresses, or such other
address as either party may from time to time specify by notice given to the
other party in the manner specified herein. Any notice to be given by the
Company hereunder to Kennedy shall be in proper form if signed by an officer or
director (excluding Kennedy) of the Company giving notice. Any such notices
shall be deemed to be given on the date delivered in the manner provided above
(including the receipt of confirmation as provided above). Until one party shall
advise the other in writing to the contrary, notices shall be deemed delivered:

(a) To the Company if delivered to a director or the highest-ranking officer
(excluding Kennedy) of the Company, or, if mailed, certified or registered mail,
postage prepaid to: the Company at its principal place of business at 2850
Thornhills Ave., Suite C, Grand Rapids, Michigan 49546, with a copy to Stephen
T. Meadow, Esq., Firetag, Stoss & Dowdell, P.C., 1747 East Morten, Suite 107,
Phoenix. Arizona. 8020

(b) To Kennedy if to the address set forth at the head of this Agreement, with a
copy to Bruce H. Jurist, Esq., HODES, ULMAN, PESSIN & KATZ, P.A., 901 Dulaney
Valley Road, Suite 400, Towson Maryland 21204.


4.2. Benefit.
This Agreement shall bind and inure to the benefit of Kennedy and his heirs and
personal representatives, and the Company, and its parent, subsidiaries,
affiliates, successors and assigns; provided that any transferee, assignee or
successor shall be bound by the obligations of the Company hereunder. No party
may assign any rights or delegate any obligations hereunder without the prior
written consent of the other party; provided however, that the Company may
assign its rights and obligations hereunder upon the consummation of a merger or
sale of substantially all of the stock or assets of the Company.


4.3. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Arizona, without regard to its conflicts of laws
principles. The parties consent to the exclusive jurisdiction of the federal
and/or state courts sitting in the State of Arizona.

                                       8


4.4. Severability.
The provisions of Paragraphs 3.2 and 3.4 of this Agreement are severable and the
invalidity of any one or more of such provisions does not affect or limit the
enforceability of the remaining provisions or paragraphs of this Agreement.
Furthermore, should any court of last resort determine that any of the
provisions of Paragraph 3.2 are unenforceable because unreasonable as to time
and geographical area, such provisions shall be interpreted as though such
provisions had originally been within the limits that such court finds to be
reasonable.


4.5. Headings.
The Headings in this Agreement are solely for convenience of reference and shall
not affect its interpretation.


4.6. No Waiver.
No failure on the part of any party hereto at any time to require the
performance by any other party of any term of this Agreement shall be taken or
held to be a waiver of such term or in any way affect such party's right to
enforce such term, and no waiver on the part of either party of any term of this
Agreement shall be taken or held to be a waiver of any other term hereof or the
breach thereof.


4.7. Entire Agreement; Written Modifications.
This instrument contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior arrangements or
understandings concerning Kennedy's employment by the Company; all
representations, promises and prior or contemporaneous understandings relating
to Kennedy's employment by the Company are merged into and expressed in this
instrument. This Agreement shall not be amended, modified or supplemented
without the written agreement of the parties at the time of such amendment,
modification or supplement.


4.8 Counterparts.
This Agreement may be executed in separate counterparts, each of which when so
executed shall be an original but all of such counterparts shall together
constitute but one and the same instrument.


4.9 Disputes.
Any dispute, disagreement, claim or controversy arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, or any breach of this Agreement
("Dispute") shall be subject to the negotiation, mediation and arbitration

                                       9


provisions contained herein. Each party to a Dispute shall make every reasonable
effort to meet in person and confer for the purpose of resolving the Dispute by
good faith negotiation before resorting to any legal proceedings or any other
dispute resolution procedure. If the Dispute cannot be settled through
negotiation, the parties shall make every reasonable effort to settle the
Dispute by mediation by a single mediator qualified to consider the matter in
dispute before resorting to any legal proceedings or any other dispute
resolution procedure. If a Dispute cannot be settled through mediation, the
Dispute shall be finally settled by arbitration to be held in Phoenix, Arizona,
under the Rules of Commercial Arbitration of the American Arbitration
Association by a panel of three (3) arbitrators qualified to consider the matter
in dispute. The arbitrators may grant injunctions or other relief in such
dispute or controversy. The decision of a majority of the arbitrators shall be
final, conclusive and binding upon the parties to the arbitration; and any party
shall be entitled to cause judgment on the decision or award of the arbitrators
to be entered in any court of competent jurisdiction. Any party may initiate a
mediation or an arbitration by providing written notice of the mediation or
arbitration, as the case may be (the "Dispute Notice"), to the other parties,
which Dispute Notice shall state the name of initiating party, briefly state the
matter to be mediated or arbitrated, and, if applicable, name a person whom such
party has nominated to act as mediator. If, within thirty (30) days after the
date of the Dispute Notice, the parties have not agreed among themselves as to
the identity of the mediator, then any party may immediately refer this matter
for resolution by the American Arbitration Association. The parties shall each
pay their pro rata share (according to the number of parties involved in the
Dispute) of the costs, deposits and expenses of the mediator. The party
initiating the arbitration shall pay the costs, deposits and expenses of such
arbitration and the prevailing party shall be awarded its attorneys' fees and
expenses in addition to all other relief awarded by the arbitrators, provided
that if the arbitrators determine that a party has initiated an arbitration
without a reasonable basis for doing so, then the arbitrators shall assess
against that party all costs relating to the arbitration, including the
attorneys' fees and expenses of the other parties.


                            [signature page follows]






                                       10




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



Oncologix Corporation

By: ______________________________

Its: _____________________________






- ----------------------------------
Andrew S. Kennedy, MD











                                       11

EX-10.24

                                                                   Exhibit 10.24

                              EMPLOYMENT AGREEMENT

The parties to this Agreement, made as of _______, 2006, are Andrew Green, an
individual residing at 3230 Munsey Court, Cumming, GA 30041 ("Employee"), and
Oncologix Corporation, a Nevada corporation (the "Company"), which is the wholly
owned subsidiary of BestNet Communications Corp., a Nevada corporation They have
agreed as follows:



                                   1. RECITALS

1.1 The Company
For the purposes of this Agreement, the term, "the Company" shall, where the
context indicates, include any present or future parent, subsidiary, or other
affiliate of the Company and any successor or assign of the Company.

1.2 Underlying Transaction
This Agreement has been executed and delivered pursuant to a certain Merger
Agreement dated _____ 2006 among BestNet Communications Corp., JDA Medical
Technologies, Inc. (a Maryland corporation referred to as "JDA"), the Company
and Employee. Employee understands and acknowledges that his entry into this
Agreement and his performance hereunder are material inducements to BestNet
Communications Corp. and the Company to enter into and to perform under the
Merger Agreement. Simultaneously with the mutual execution and delivery of this
Employment Agreement, approximately eight and three-quarters percent (8 3/4%) of
the outstanding capital stock of JDA is being acquired from Employee by BestNet
Communications Corp through the Company, and Employee is acquiring approximately
three and one-eighth percent (3 1/8%) of the outstanding capital stock of
BestNet Communications Corp.

1.3 Employee's Relationship and Expertise.
Employee is a consultant to JDA. On the basis of his considerable familiarity
with and expertise in the medical device industry and governmental regulation of
such industry and his knowledge and managerial experience in that industry, the
Company desires to engage Employee as an executive officer of the Company and
Employee desires to be employed as such with the Company, under its new
ownership. In formulating the provisions of this Agreement, the parties have
understood and recognized that the Company is engaged in the medical device
business ("Business") and that the market for any business of such nature is
worldwide and not limited to any particular geographical area.

                                        1


1.4 Purpose of Agreement.
Employee and the Company desire to provide for Employee's employment by the
Company upon the terms and conditions set forth in this Agreement.


                             2. TERMS OF EMPLOYMENT

2.1 Employment and Term.
The Company will employ Employee, and Employee hereby accepts employment with
the Company, for an initial term commencing on the date first shown above, and
continuing for a period of two (2) years until and including _____, 2008 (the
"Initial Term"), unless such employment is earlier terminated as provided
herein. this Agreement shall, however, be renewed automatically, on the same
terms for successive one-year terms (the Initial Term and, if the period of
employment is so renewed, such additional period(s) of employment are
collectively referred to herein as the "Term") unless terminated by written
notice given by either party to the other at least 60 days prior to the end of
the applicable Term.

2.2 Duties.
(a) Employee shall initially serve in the capacity of Chief Executive Officer,
reporting to the Board of Directors of the Company.

(b) Employee agrees to devote approximately all of his working time, attention
and energies to the performance of the business of the Company and any of its
affiliates or subsidiaries by which he may be employed; and Employee shall not,
except as disclosed on Schedule 2.2 hereto, directly or indirectly, alone or as
a member of any partnership or other organization, or as an officer, director or
employee of any other corporation, partnership, or other organization, be
actively engaged in or concerned with any other duties or pursuits which
interfere with the performance of his duties hereunder, or which, if
non-interfering, may be, in the reasonable determination of the Board of
Directors of the Company, in its sole discretion, inimical or contrary to the
best interests of the Company, except duties or pursuits specifically authorized
by the Board of Directors of the Company. (c) Employee further agrees to accept
election and to serve during all or any part of the Term as a director of the
Company without any compensation therefor other than that specified in this
Agreement, if elected to such position by the stockholders of the Company.

2.3 Compensation.
(a) The Company shall pay Employee, and Employee shall accept, as full
compensation for all services rendered hereunder, a salary and the other
compensation and benefits provided hereunder. Employee's Base Salary shall be at

                                       2


an annual rate of $180,000, payable in approximately equal installments at such
intervals as are consistent with the Company's pay periods for salaried
executives and such other benefits and/or allowances as are permitted to him
from time to time by the Board of Directors in its sole discretion.
Notwithstanding anything herein to the contrary, all payments required to be
made hereunder by the Company to Employee, or his estate or beneficiaries, shall
be subject to the withholding of such amounts as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation.

(b) Employee shall be eligible to participate in retirement, group insurance,
medical, dental, vacation and any other plans or programs of substantially
similar character as are made generally available to executive employees of the
Company. All such benefits are to be provided by the Company, subject to the
terms of any welfare or pension plan sponsored by the Company.

(c) The Company shall reimburse Employee for all reasonable expenses incurred by
him in the performance of his duties pursuant to this Agreement in accordance
with the Company's policies concerning the reimbursement of expenses.

2.4 Termination of Employment.
(a) Death. Employee's employment hereunder shall terminate in the event of his
death. Except for any salary and benefits accrued, vested and unpaid as of the
date of any such termination and except for any benefits to which Employee or
his heirs or personal representatives may be entitled under and in accordance
with the terms of any employee benefit plan, policy or program maintained by the
Company, the Company shall be under no further obligation hereunder to Employee
or his heirs or personal representatives, and Employee or his heirs and personal
representatives no longer shall be entitled to receive any payments or any other
rights or benefits under this Agreement.

(b) Disability. The Company may terminate Employee's employment hereunder for
"Disability" if an independent physician mutually selected by Employee or his
representative and the Board of Directors or its designee has determined that
Employee is unable to perform the essential functions of his job, with or
without accommodation, as contemplated by this Agreement, by reason of a
physical or mental illness or other condition continuing for more than sixty
(60) consecutive days or for shorter periods aggregating more than one hundred
twenty (120) days in any period of twelve (12) consecutive months. In the event
of such Disability, Employee shall be entitled to receive any salary and
benefits accrued, vested and unpaid as of the date of any such termination and
any benefits to which Employee may be entitled under and in accordance with the
terms of any Employee benefit plan, policy or program maintained by the Company.
In the event of termination for Disability, the Company shall be under no
further obligation hereunder to Employee, and Employee no longer shall be
entitled to receive any other payments, rights or benefits under this Agreement.

                                       3


(c) Termination by the Company for Cause. The Company may terminate Employee's
employment hereunder for "Cause", which for the purposes of this Agreement shall
mean any of the following which are susceptible of cure that have not been cured
within a reasonable time after notice in writing to the Employee: (i) the
willful or material breach by Employee of any of the terms of this Agreement;
(ii) Employee's conviction of (or plea of guilty or nolo contendere with respect
to) any theft, fraud or crime involving moral turpitude or crime or offense
involving money or other property of the Company or any affiliate of the Company
or which constitutes a felony in the jurisdiction involved; (iii) the engaging
by Employee in willful misconduct which is injurious to the Company or its
affiliates, monetarily or otherwise, including without limitation any act or
acts that in the reasonable opinion of the Company's Board of Directors, give
rise to a material risk of liability for discrimination or sexual or other forms
of harassment or other similar liabilities to subordinate employees; (iv)
insubordination of a material nature; (v) gross negligence by Employee with
respect to his or her services to the Company; (vi) continued and repeated
substantive violations of reasonable, specific written directions of the
Company's Board of Directors, which directions are consistent with this
Agreement and Employee's position as an officer or continued and repeated
failure to perform duties assigned by or pursuant to this Agreement or in
accordance with the policies of the Company except by reason of disability as
hereinabove defined; (vii) any material breach by Employee of the Proprietary
Information and Inventions Agreement between the Company and Employee; (viii)
any material breach by Employee of his fiduciary duty to the Company, including
any misappropriation of a corporate opportunity; or (ix) excessive absenteeism,
except as shall have been caused by disability as hereinabove defined. In the
event of termination for Cause, the Company shall be under no further obligation
hereunder to Employee, and Employee no longer shall be entitled to receive any
other payments, rights or benefits under this Agreement. Following any
termination for Cause, the Company shall have such rights and remedies as may be
available to it for any breach of this Agreement or otherwise.

(d) Termination by the Company other than for Cause. The Company may terminate
Employee's employment hereunder at any time for any reason other than for Cause;
provided that the Company has given Employee ninety (90) days' written notice of
termination, which termination shall be effective upon expiration of the notice
period. In the event of such termination, (i) Employee shall be entitled to
receive payment of a lump sum severance benefit equal to his cumulative salary
at the rate in effect at the time of termination for the remainder of the then
current Term or for three (3) months, whichever is less, and shall also be
entitled to receive any salary and benefits accrued, vested and unpaid as of the
date of any such termination and any benefits to which Employee may be entitled
under and in accordance with the terms of any Employee benefit plan, policy or
program maintained by the Company. Upon Employee's receipt of such severance
benefit, salary and benefits, (i) the Company shall be under no further
obligation hereunder to Employee and Employee no longer shall be entitled to
receive any payments or any other rights or benefits under this Agreement or
otherwise.

                                       4


(e) Termination by Employee for Good Reason. Notwithstanding anything herein to
the contrary, Employee shall be entitled to terminate his employment hereunder
for "Good Reason" without breach of this Agreement. As used herein, "Good
Reason" shall mean: (i) any material breach of this Agreement by the Company
which has not been cured within a reasonable time after receipt of notice
thereof from employee; (ii) the Company becomes insolvent, as evidenced by its
inability to meet its obligations in the ordinary course of business; (iii) any
reduction in Employee's Salary (other than a proportional reduction affecting
executive employees of the Company generally, in which case Employee's salary
shall not be reduced below ninety percent (90%) of the salary specified above);
or (iv) removal of Employee from a senior position with the Company. In the
event of such termination by Employee, Employee shall nonetheless be entitled to
receive a severance benefit equal to a salary at the rate in effect at the time
of termination for the remainder of the then current Term or for three (3)
months, whichever is less. Except for such severance benefit and except for any
salary and benefits accrued, vested and unpaid as of the date of such
termination, Employee no longer shall be entitled to receive any payments or any
other rights or benefits under this Agreement, and the Company shall have no
further obligation hereunder or otherwise to Employee following any such
termination.


       3. PROPRIETARY INFORMATION AND INVENTIONS; COVENANT NOT TO COMPETE

3.1 Company Ownership of Intellectual Property.
Employee agrees that all processes, discoveries, formulas, improvements,
technologies, designs and inventions ("Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or not,
conceived, developed, invented or made solely by Employee, or jointly with
others, during the Employment Term, within the scope of his employment, shall
belong to the Company or its affiliates. Employee shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions, whether
patentable or unpatentable, including all substitute, continuation-in-part and
reissue applications, patents of addition and confirmation relative thereto, for
the United States of America and foreign countries; (c) sign all papers
necessary to carry out the foregoing; and, (d) give testimony in support of
inventorship. The Company agrees that Employee owns all right, title and
interest in and to any Invention made during his employment by JDA that was made
outside normal working hours and outside his scope of employment with JDA.

                                       5


3.2 Covenant Not to Compete.
(a) Employee acknowledges that his duties under this Agreement and the services
he will provide to the Company are of a special, unique, unusual and
extraordinary character, which gives this Agreement particular value to the
Company, and that it would be difficult to employ any individual or individuals
to replace Employee in the performance of such duties and services. Therefore,
in consideration of this Agreement and of the Merger Agreement and his receipt
of BESC capital stock as recited above, Employee agrees that during his
employment by the Company, and for a period of one (1) year after termination of
this Agreement for any reason, including expiration of the term of this
Agreement, Employee shall not, directly or indirectly, as owner, partner, joint
venturer, stockholder, employee, broker, agent, principal, trustee, corporate
officer, director, or in any capacity whatsoever engage in, become financially
interested in, be employed by, render any consultation or business advice with
respect to, or have any connection with, any business engaged in the design or
manufacture of products which, either separately or as part of a system, are
used or useful for the treatment of cancer by radiation in any geographic area
where, at the time of the termination of his employment, the business of the
Company or any of its affiliates was being conducted or was proposed to be
conducted; provided, however, that Employee may own any securities of any
corporation which is engaged in such business and is publicly owned and traded
but in an amount not to exceed at any one time two percent (2%) of any class of
stock or securities of such corporation.

(b) Employee acknowledges that the Company intends to conduct business on a
world-wide basis, that its sales and marketing prospects are for continued
expansion into world markets and that, therefore, the territorial and time
limitations set forth in Section 3.2(a) are reasonable and properly required for
the adequate protection of the business of the Company and its affiliates. In
the event any such territorial or time limitation is deemed to be unreasonable
by a court of competent jurisdiction, Employee agrees to the reduction of the
territorial or time limitation to the area or period which such court deems
reasonable.

3.3. Confidentiality.
Employee agrees, while employed by the Company and thereafter, directly or
indirectly, not to disclose or use to the detriment of the Company or any of its
affiliates (the term "affiliates" as used in this Agreement is understood to
mean subsidiaries, and parent and brother/sister corporations of the Company) or
for the benefit of any other person or firm, any confidential information or
trade secrets which are not readily available in the public domain (including,

                                       6


but not limited to, the identity and particular needs of any customer of the
Company or any of its affiliates, the methods and techniques of the business of
the Company or any of its affiliates, the marketing plans and objectives of the
Company or any of its affiliates, the formula of any product of the Company or
any of its affiliates) of the Company or any of its affiliates. Such
confidential information or trade secrets shall not include information that (i)
became known to Employee prior to disclosure by the Company; (ii) is or
subsequently becomes generally available to the public without Employee's breach
of this Agreement; (C) is obtained by Employee from a third party having a right
to disclose such information; or (D) except as limited below, is required by
law, governmental order or decree to be disclosed by Employee. Furthermore,
Employee shall deliver promptly to the Company upon termination of employment,
or at any time the Company may so request, all memoranda, notes, records,
reports, manuals, drawings, blueprints, formulas, and other documents (and all
copies thereof) relating to the business of the Company or any of its affiliates
and all property associated therewith, then possessed or under the control of
Employee.

3.4 Remedies for Breach.
The parties acknowledge that the legal remedies for breach of the covenants
contained in this Article 3 are inadequate, and therefore agree that, in
addition to any or all other remedies available to either of them in the event
of a breach or a threatened breach of any covenant contained therein, either
party (which in the case of the Company, includes any of its affiliates) may:
   (a) Obtain preliminary and permanent injunctions against any and all such
actions, and
   (b) Seek to recover from the other party monetary damages to the party
alleging a breach by the other party arising from such breach or threatened
breach and all costs and expenses (including attorneys' fees) incurred by party
alleging a breach in enforcement of such covenants.

3.5 Survival.
This Article 3 shall survive any termination of Employee's employment hereunder
unless otherwise provided herein.

                          4. GENERAL AND MISCELLANEOUS

4.1. Notices.
All notices, requests, consents and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if sent by private overnight mail service (delivery confirmed by such
service), registered or certified mail (return receipt requested and received),
telecopy (confirmed receipt by return fax from the receiving party) or delivered
personally, in each case to the following addresses, or such other address as
either party may from time to time specify by notice given to the other party in

                                       7


the manner specified herein. Any notice to be given by the Company hereunder to
Employee shall be in proper form if signed by an officer or director (excluding
Employee) of the Company giving notice. Any such notices shall be deemed to be
given on the date delivered in the manner provided above (including the receipt
of confirmation as provided above).Until one party shall advise the other in
writing to the contrary, notices shall be deemed delivered:
   (a) To the Company if delivered to a director or the highest-ranking officer
(excluding Employee) of the Company, or, if mailed, certified or registered
mail, postage prepaid to: the Company at its principal place of business at2850
Thornhills Avenue, Suite 104, Grand Rapids, MI 49546, Attn: Chief Financial
Officer, with a copy to Stephen T. Meadow, Esq., Firetag, Stoss & Dowdell, P.C.,
1747 East Morten, Suite 107, Phoenix. Arizona. 85020.
   (b) To Employee at the address set forth at the head of this Agreement.

4.2. Benefit.
This Agreement shall bind and inure to the benefit of Employee and his heirs and
personal representatives, and the Company, and its parent, subsidiaries,
affiliates, successors and assigns; provided that any transferee, assignee or
successor shall be bound by the obligations of the Company hereunder. Employee
may not assign any rights or delegate any obligations hereunder without the
prior written consent of the Company.

4.3. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Arizona, without regard to its conflicts of laws
principles. The parties consent to the exclusive jurisdiction of the federal
and/or state courts sitting in the State of Arizona.

4.4. Severability.
The provisions of Paragraphs 3.2 and 3.4 of this Agreement are severable and the
invalidity of any one or more of such provisions does not affect or limit the
enforceability of the remaining provisions or paragraphs of this Employment
Agreement. Furthermore, should any court of last resort determine that any of
the provisions of Paragraph 3.2 are unenforceable because unreasonable as to
time and geographical area, such provisions shall be interpreted as though such
provisions had originally been within the limits that such court finds to be
reasonable.

4.5. Headings.
The Headings in this Agreement are solely for convenience of reference and shall
not affect its interpretation.

                                       8


4.6. No Waiver.
No failure on the part of any party hereto at any time to require the
performance by any other party of any term of this Employment Agreement shall be
taken or held to be a waiver of such term or in any way affect such party's
right to enforce such term, and no waiver on the part of either party of any
term of this Agreement shall be taken or held to be a waiver of any other term
hereof or the breach thereof.

4.7. Entire Agreement; Written Modifications.
This instrument contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior arrangements or
understandings concerning Employee's employment by the Company; all
representations, promises and prior or contemporaneous understandings relating
to Employee's employment by the Company are merged into and expressed in this
instrument. This Agreement shall not be amended, modified or supplemented
without the written agreement of the parties at the time of such amendment,
modification or supplement.

4.8 Counterparts.
This Agreement may be executed in separate counterparts, each of which when so
executed shall be an original but all of such counterparts shall together
constitute but one and the same instrument.

4.9 Disputes.
Any dispute, disagreement, claim or controversy arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, or any breach of this Agreement
("Dispute") shall be subject to the negotiation, mediation and arbitration
provisions contained herein. Each party to a Dispute shall make every reasonable
effort to meet in person and confer for the purpose of resolving the Dispute by
good faith negotiation before resorting to any legal proceedings or any other
dispute resolution procedure. If the Dispute cannot be settled through
negotiation, the parties shall make every reasonable effort to settle the
Dispute by mediation by a single mediator qualified to consider the matter in
dispute before resorting to any legal proceedings or any other dispute
resolution procedure. If a Dispute cannot be settled through mediation, the
Dispute shall be finally settled by arbitration to be held in Phoenix, Arizona,
under the Rules of Commercial Arbitration of the American Arbitration
Association by a panel of three (3) arbitrators qualified to consider the matter
in dispute. The arbitrators may grant injunctions or other relief in such
dispute or controversy. The decision of a majority of the arbitrators shall be
final, conclusive and binding upon the parties to the arbitration; and any party
shall be entitled to cause judgment on the decision or award of the arbitrators
to be entered in any court of competent jurisdiction. Any party may initiate a
mediation or an arbitration by providing written notice of the mediation or

                                       9


arbitration, as the case may be (the "Dispute Notice"), to the other parties,
which Dispute Notice shall state the name of initiating party, briefly state the
matter to be mediated or arbitrated, and, if applicable, name a person whom such
party has nominated to act as mediator. If, within thirty (30) days after the
date of the Dispute Notice, the parties have not agreed among themselves as to
the identity of the mediator, then any party may immediately refer this matter
for resolution by the American Arbitration Association. The parties shall each
pay their pro rata share (according to the number of parties involved in the
Dispute) of the costs, deposits and expenses of the mediator. The prevailing
party in the arbitration shall be awarded its attorneys' fees and expenses in
addition to all other relief awarded by the arbitrators.

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

                                       ONCOLOGIX CORPORATION, a
                                       Nevada corporation


                                       By:      ____________________________

                                       Its:     ____________________________


                                       EMPLOYEE:


                                       -------------------------------------
                                       ANDREW GREEN







                                       10

EX-10.25

                                                                   Exhibit 10.25

                              EMPLOYMENT AGREEMENT

The parties to this Agreement, made as of ____________, 2006, are Adam Lowe, an
individual residing at 1251 Bridgewater Walk, Snellville, GA 30078 ("Employee"),
and Oncologix Corporation, a Nevada corporation (the "Company"), which is the
wholly owned subsidiary of BestNet Communications Corp., a Nevada corporation
They have agreed as follows:


                                   1. RECITALS

1.1 The Company
For the purposes of this Agreement, the term, "the Company" shall, where the
context indicates, include any present or future parent, subsidiary, or other
affiliate of the Company and any successor or assign of the Company.

1.2 Underlying Transaction
This Agreement has been executed and delivered pursuant to a certain Merger
Agreement dated _____ 2006 among BestNet Communications Corp., JDA Medical
Technologies, Inc. (a Maryland corporation referred to as "JDA"), the Company
and Employee. Employee understands and acknowledges that his entry into this
Agreement and his performance hereunder are material inducements to BestNet
Communications Corp. and the Company to enter into and to perform under the
Merger Agreement. Simultaneously with the mutual execution and delivery of this
Employment Agreement, approximately eight and three-quarters percent (8 3/4%) of
the outstanding capital stock of JDA is being acquired from Employee by BestNet
Communications Corp through the Company, and Employee is acquiring approximately
three and one-eighth percent (3 1/8%) of the outstanding capital stock of
BestNet Communications Corp.

1.3 Employee's Relationship and Expertise.
Employee is a consultant to JDA. On the basis of his considerable familiarity
with and expertise in the medical device industry and governmental regulation of
such industry and his knowledge and managerial experience in that industry, the
Company desires to engage Employee as an executive officer of the Company and
Employee desires to be employed as such with the Company, under its new
ownership. In formulating the provisions of this Agreement, the parties have
understood and recognized that the Company is engaged in the medical device
business ("Business") and that the market for any business of such nature is
worldwide and not limited to any particular geographical area.

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1.4 Purpose of Agreement.
Employee and the Company desire to provide for Employee's employment by the
Company upon the terms and conditions set forth in this Agreement.

                             2. TERMS OF EMPLOYMENT

2.1 Employment and Term.
The Company will employ Employee, and Employee hereby accepts employment with
the Company, for an initial term commencing on the date first shown above, and
continuing for a period of two (2) years until and including _____, 2008 (the
"Initial Term"), unless such employment is earlier terminated as provided
herein. this Agreement shall, however, be renewed automatically, on the same
terms for successive one-year terms (the Initial Term and, if the period of
employment is so renewed, such additional period(s) of employment are
collectively referred to herein as the "Term") unless terminated by written
notice given by either party to the other at least 60 days prior to the end of
the applicable Term.

2.2 Duties.
(a) Employee shall initially serve in the capacity of President and Chief
Operating Officer, reporting to the Chief Executive Officer and the Board of
Directors of the Company.

(b) Employee agrees to devote approximately all of his working time, attention
and energies to the performance of the business of the Company and any of its
affiliates or subsidiaries by which he may be employed; and Employee shall not,
except as disclosed on Schedule 2.2 hereto, directly or indirectly, alone or as
a member of any partnership or other organization, or as an officer, director or
employee of any other corporation, partnership, or other organization, be
actively engaged in or concerned with any other duties or pursuits which
interfere with the performance of his duties hereunder, or which, if
non-interfering, may be, in the reasonable determination of the Board of
Directors of the Company, in its sole discretion, inimical or contrary to the
best interests of the Company, except duties or pursuits specifically authorized
by the Board of Directors of the Company.

(c) Employee further agrees to accept election and to serve during all or any
part of the Term as a director of the Company without any compensation therefor
other than that specified in this Agreement, if elected to such position by the
stockholders of the Company.

2.3 Compensation.
(a) The Company shall pay Employee, and Employee shall accept, as full
compensation for all services rendered hereunder, a salary and the other
compensation and benefits provided hereunder. Employee's Base Salary shall be at
an annual rate of $180,000, payable in approximately equal installments at such

                                       2


intervals as are consistent with the Company's pay periods for salaried
executives and such other benefits and/or allowances as are permitted to him
from time to time by the Board of Directors in its sole discretion.
Notwithstanding anything herein to the contrary, all payments required to be
made hereunder by the Company to Employee, or his estate or beneficiaries, shall
be subject to the withholding of such amounts as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation.

(b) Employee shall be eligible to participate in retirement, group insurance,
medical, dental, vacation and any other plans or programs of substantially
similar character as are made generally available to executive employees of the
Company. All such benefits are to be provided by the Company, subject to the
terms of any welfare or pension plan sponsored by the Company.

(c) The Company shall reimburse Employee for all reasonable expenses incurred by
him in the performance of his duties pursuant to this Agreement in accordance
with the Company's policies concerning the reimbursement of expenses.

2.4 Termination of Employment.
(a) Death. Employee's employment hereunder shall terminate in the event of his
death. Except for any salary and benefits accrued, vested and unpaid as of the
date of any such termination and except for any benefits to which Employee or
his heirs or personal representatives may be entitled under and in accordance
with the terms of any employee benefit plan, policy or program maintained by the
Company, the Company shall be under no further obligation hereunder to Employee
or his heirs or personal representatives, and Employee or his heirs and personal
representatives no longer shall be entitled to receive any payments or any other
rights or benefits under this Agreement.

(b) Disability. The Company may terminate Employee's employment hereunder for
"Disability" if an independent physician mutually selected by Employee or his
representative and the Board of Directors or its designee has determined that
Employee is unable to perform the essential functions of his job, with or
without accommodation, as contemplated by this Agreement, by reason of a
physical or mental illness or other condition continuing for more than sixty
(60) consecutive days or for shorter periods aggregating more than one hundred
twenty (120) days in any period of twelve (12) consecutive months. In the event
of such Disability, Employee shall be entitled to receive any salary and
benefits accrued, vested and unpaid as of the date of any such termination and
any benefits to which Employee may be entitled under and in accordance with the
terms of any Employee benefit plan, policy or program maintained by the Company.
In the event of termination for Disability, the Company shall be under no
further obligation hereunder to Employee, and Employee no longer shall be
entitled to receive any other payments, rights or benefits under this Agreement.

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(c) Termination by the Company for Cause. The Company may terminate Employee's
employment hereunder for "Cause", which for the purposes of this Agreement shall
mean any of the following which are susceptible of cure that have not been cured
within a reasonable time after notice in writing to the Employee: (i) the
willful or material breach by Employee of any of the terms of this Agreement;
(ii) Employee's conviction of (or plea of guilty or nolo contendere with respect
to) any theft, fraud or crime involving moral turpitude or crime or offense
involving money or other property of the Company or any affiliate of the Company
or which constitutes a felony in the jurisdiction involved; (iii) the engaging
by Employee in willful misconduct which is injurious to the Company or its
affiliates, monetarily or otherwise, including without limitation any act or
acts that in the reasonable opinion of the Company's Board of Directors, give
rise to a material risk of liability for discrimination or sexual or other forms
of harassment or other similar liabilities to subordinate employees; (iv)
insubordination of a material nature; (v) gross negligence by Employee with
respect to his or her services to the Company; (vi) continued and repeated
substantive violations of reasonable, specific written directions of the
Company's Board of Directors, which directions are consistent with this
Agreement and Employee's position as an officer or continued and repeated
failure to perform duties assigned by or pursuant to this Agreement or in
accordance with the policies of the Company except by reason of disability as
hereinabove defined; (vii) any material breach by Employee of the Proprietary
Information and Inventions Agreement between the Company and Employee; (viii)
any material breach by Employee of his fiduciary duty to the Company, including
any misappropriation of a corporate opportunity; or (ix) excessive absenteeism,
except as shall have been caused by disability as hereinabove defined. In the
event of termination for Cause, the Company shall be under no further obligation
hereunder to Employee, and Employee no longer shall be entitled to receive any
other payments, rights or benefits under this Agreement. Following any
termination for Cause, the Company shall have such rights and remedies as may be
available to it for any breach of this Agreement or otherwise.

(d) Termination by the Company other than for Cause. The Company may terminate
Employee's employment hereunder at any time for any reason other than for Cause;
provided that the Company has given Employee ninety (90) days' written notice of
termination, which termination shall be effective upon expiration of the notice
period. In the event of such termination, (i) Employee shall be entitled to
receive payment of a lump sum severance benefit equal to his cumulative salary
at the rate in effect at the time of termination for the remainder of the then
current Term or for three (3) months, whichever is less, and shall also be
entitled to receive any salary and benefits accrued, vested and unpaid as of the
date of any such termination and any benefits to which Employee may be entitled
under and in accordance with the terms of any Employee benefit plan, policy or
program maintained by the Company. Upon Employee's receipt of such severance
benefit, salary and benefits, (i) the Company shall be under no further
obligation hereunder to Employee and Employee no longer shall be entitled to
receive any payments or any other rights or benefits under this Agreement or
otherwise.

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(e) Termination by Employee for Good Reason. Notwithstanding anything herein to
the contrary, Employee shall be entitled to terminate his employment hereunder
for "Good Reason" without breach of this Agreement. As used herein, "Good
Reason" shall mean: (i) any material breach of this Agreement by the Company
which has not been cured within a reasonable time after receipt of notice
thereof from employee; (ii) the Company becomes insolvent, as evidenced by its
inability to meet its obligations in the ordinary course of business; (iii) any
reduction in Employee's Salary (other than a proportional reduction affecting
executive employees of the Company generally, in which case Employee's salary
shall not be reduced below ninety percent (90%) of the salary specified above);
or (iv) removal of Employee from a senior position with the Company. In the
event of such termination by Employee, Employee shall nonetheless be entitled to
receive a severance benefit equal to a salary at the rate in effect at the time
of termination for the remainder of the then current Term or for three (3)
months, whichever is less. Except for such severance benefit and except for any
salary and benefits accrued, vested and unpaid as of the date of such
termination, Employee no longer shall be entitled to receive any payments or any
other rights or benefits under this Agreement, and the Company shall have no
further obligation hereunder or otherwise to Employee following any such
termination.


       3. PROPRIETARY INFORMATION AND INVENTIONS; COVENANT NOT TO COMPETE

3.1 Company Ownership of Intellectual Property.
Employee agrees that all processes, discoveries, formulas, improvements,
technologies, designs and inventions ("Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or not,
conceived, developed, invented or made solely by Employee, or jointly with
others, during the Employment Term, within the scope of his employment, shall
belong to the Company or its affiliates. Employee shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions, whether
patentable or unpatentable, including all substitute, continuation-in-part and
reissue applications, patents of addition and confirmation relative thereto, for
the United States of America and foreign countries; (c) sign all papers
necessary to carry out the foregoing; and, (d) give testimony in support of
inventorship. The Company agrees that Employee owns all right, title and
interest in and to any Invention made during his employment by JDA that was made
outside normal working hours and outside his scope of employment with JDA.

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3.2 Covenant Not to Compete.
(a) Employee acknowledges that his duties under this Agreement and the services
he will provide to the Company are of a special, unique, unusual and
extraordinary character, which gives this Agreement particular value to the
Company, and that it would be difficult to employ any individual or individuals
to replace Employee in the performance of such duties and services. Therefore,
in consideration of this Agreement and of the Merger Agreement and his receipt
of BESC capital stock as recited above, Employee agrees that during his
employment by the Company, and for a period of one (1) year after termination of
this Agreement for any reason, including expiration of the term of this
Agreement, Employee shall not, directly or indirectly, as owner, partner, joint
venturer, stockholder, employee, broker, agent, principal, trustee, corporate
officer, director, or in any capacity whatsoever engage in, become financially
interested in, be employed by, render any consultation or business advice with
respect to, or have any connection with, any business engaged in the design or
manufacture of products which, either separately or as part of a system, are
used or useful for the treatment of cancer by radiation in any geographic area
where, at the time of the termination of his employment, the business of the
Company or any of its affiliates was being conducted or was proposed to be
conducted; provided, however, that Employee may own any securities of any
corporation which is engaged in such business and is publicly owned and traded
but in an amount not to exceed at any one time two percent (2%) of any class of
stock or securities of such corporation.

(b) Employee acknowledges that the Company intends to conduct business on a
world-wide basis, that its sales and marketing prospects are for continued
expansion into world markets and that, therefore, the territorial and time
limitations set forth in Section 3.2(a) are reasonable and properly required for
the adequate protection of the business of the Company and its affiliates. In
the event any such territorial or time limitation is deemed to be unreasonable
by a court of competent jurisdiction, Employee agrees to the reduction of the
territorial or time limitation to the area or period which such court deems
reasonable.

3.3. Confidentiality.
Employee agrees, while employed by the Company and thereafter, directly or
indirectly, not to disclose or use to the detriment of the Company or any of its
affiliates (the term "affiliates" as used in this Agreement is understood to
mean subsidiaries, and parent and brother/sister corporations of the Company) or
for the benefit of any other person or firm, any confidential information or
trade secrets which are not readily available in the public domain (including,
but not limited to, the identity and particular needs of any customer of the
Company or any of its affiliates, the methods and techniques of the business of

                                       6


the Company or any of its affiliates, the marketing plans and objectives of the
Company or any of its affiliates, the formula of any product of the Company or
any of its affiliates) of the Company or any of its affiliates. Such
confidential information or trade secrets shall not include information that (i)
became known to Employee prior to disclosure by the Company; (ii) is or
subsequently becomes generally available to the public without Employee's breach
of this Agreement; (C) is obtained by Employee from a third party having a right
to disclose such information; or (D) except as limited below, is required by
law, governmental order or decree to be disclosed by Employee. Furthermore,
Employee shall deliver promptly to the Company upon termination of employment,
or at any time the Company may so request, all memoranda, notes, records,
reports, manuals, drawings, blueprints, formulas, and other documents (and all
copies thereof) relating to the business of the Company or any of its affiliates
and all property associated therewith, then possessed or under the control of
Employee.

3.4 Remedies for Breach.
The parties acknowledge that the legal remedies for breach of the covenants
contained in this Article 3 are inadequate, and therefore agree that, in
addition to any or all other remedies available to either of them in the event
of a breach or a threatened breach of any covenant contained therein, either
party (which in the case of the Company, includes any of its affiliates) may:
   (a) Obtain preliminary and permanent injunctions against any and all such
actions, and
   (b) Seek to recover from the other party monetary damages to the party
alleging a breach by the other party arising from such breach or threatened
breach and all costs and expenses (including attorneys' fees) incurred by party
alleging a breach in enforcement of such covenants.

3.5 Survival.
This Article 3 shall survive any termination of Employee's employment hereunder
unless otherwise provided herein.

                          4. GENERAL AND MISCELLANEOUS

4.1. Notices.
All notices, requests, consents and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if sent by private overnight mail service (delivery confirmed by such
service), registered or certified mail (return receipt requested and received),
telecopy (confirmed receipt by return fax from the receiving party) or delivered

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personally, in each case to the following addresses, or such other address as
either party may from time to time specify by notice given to the other party in
the manner specified herein. Any notice to be given by the Company hereunder to
Employee shall be in proper form if signed by an officer or director (excluding
Employee) of the Company giving notice. Any such notices shall be deemed to be
given on the date delivered in the manner provided above (including the receipt
of confirmation as provided above).Until one party shall advise the other in
writing to the contrary, notices shall be deemed delivered:
   (a) To the Company if delivered to a director or the highest-ranking officer
(excluding Employee) of the Company, or, if mailed, certified or registered
mail, postage prepaid to: the Company at its principal place of business at 2850
Thornhills Avenue, Suite 104, Grand Rapids, MI 49546, with a copy to Stephen T.
Meadow, Esq., Firetag, Stoss & Dowdell, P.C., 1747 East Morten, Suite 107,
Phoenix. Arizona. 85020.
   (b) To Employee at the address set forth at the head of this Agreement.

4.2. Benefit.
This Agreement shall bind and inure to the benefit of Employee and his heirs and
personal representatives, and the Company, and its parent, subsidiaries,
affiliates, successors and assigns; provided that any transferee, assignee or
successor shall be bound by the obligations of the Company hereunder. Employee
may not assign any rights or delegate any obligations hereunder without the
prior written consent of the Company.

4.3. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Arizona, without regard to its conflicts of laws
principles. The parties consent to the exclusive jurisdiction of the federal
and/or state courts sitting in the State of Arizona.

4.4. Severability.
The provisions of Paragraphs 3.2 and 3.4 of this Agreement are severable and the
invalidity of any one or more of such provisions does not affect or limit the
enforceability of the remaining provisions or paragraphs of this Employment
Agreement. Furthermore, should any court of last resort determine that any of
the provisions of Paragraph 3.2 are unenforceable because unreasonable as to
time and geographical area, such provisions shall be interpreted as though such
provisions had originally been within the limits that such court finds to be
reasonable.

4.5. Headings.
The Headings in this Agreement are solely for convenience of reference and shall
not affect its interpretation.

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4.6. No Waiver.
No failure on the part of any party hereto at any time to require the
performance by any other party of any term of this Employment Agreement shall be
taken or held to be a waiver of such term or in any way affect such party's
right to enforce such term, and no waiver on the part of either party of any
term of this Agreement shall be taken or held to be a waiver of any other term
hereof or the breach thereof.

4.7. Entire Agreement; Written Modifications.
This instrument contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior arrangements or
understandings concerning Employee's employment by the Company; all
representations, promises and prior or contemporaneous understandings relating
to Employee's employment by the Company are merged into and expressed in this
instrument. This Agreement shall not be amended, modified or supplemented
without the written agreement of the parties at the time of such amendment,
modification or supplement.

4.8 Counterparts.
This Agreement may be executed in separate counterparts, each of which when so
executed shall be an original but all of such counterparts shall together
constitute but one and the same instrument.

4.9 Disputes.
Any dispute, disagreement, claim or controversy arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, or any breach of this Agreement
("Dispute") shall be subject to the negotiation, mediation and arbitration
provisions contained herein. Each party to a Dispute shall make every reasonable
effort to meet in person and confer for the purpose of resolving the Dispute by
good faith negotiation before resorting to any legal proceedings or any other
dispute resolution procedure. If the Dispute cannot be settled through
negotiation, the parties shall make every reasonable effort to settle the
Dispute by mediation by a single mediator qualified to consider the matter in
dispute before resorting to any legal proceedings or any other dispute
resolution procedure. If a Dispute cannot be settled through mediation, the
Dispute shall be finally settled by arbitration to be held in Phoenix, Arizona,
under the Rules of Commercial Arbitration of the American Arbitration
Association by a panel of three (3) arbitrators qualified to consider the matter
in dispute. The arbitrators may grant injunctions or other relief in such
dispute or controversy. The decision of a majority of the arbitrators shall be

                                       9


final, conclusive and binding upon the parties to the arbitration; and any party
shall be entitled to cause judgment on the decision or award of the arbitrators
to be entered in any court of competent jurisdiction. Any party may initiate a
mediation or an arbitration by providing written notice of the mediation or
arbitration, as the case may be (the "Dispute Notice"), to the other parties,
which Dispute Notice shall state the name of initiating party, briefly state the
matter to be mediated or arbitrated, and, if applicable, name a person whom such
party has nominated to act as mediator. If, within thirty (30) days after the
date of the Dispute Notice, the parties have not agreed among themselves as to
the identity of the mediator, then any party may immediately refer this matter
for resolution by the American Arbitration Association. The parties shall each
pay their pro rata share (according to the number of parties involved in the
Dispute) of the costs, deposits and expenses of the mediator. The prevailing
party in the arbitration shall be awarded its attorneys' fees and expenses in
addition to all other relief awarded by the arbitrators.

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

                                         ONCOLOGIX CORPORATION, a
                                         Nevada corporation


                                         By:      ____________________________

                                         Its:     ____________________________


                                         EMPLOYEE:


                                         ---------------------------------
                                         ADAM LOWE










                                       10

EX-10.26

                                                                   Exhibit 10.26


                              CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is entered into as of July 26, 2006
(the "Effective Date"), by and between Oncologix Corporation, a Nevada
corporation having its principal place of business at 2850 Thornhills Ave.,
Suite C, Grand Rapids, Michigan 49546 ("the Company"), and Jeff Franco whose
address is 6501 Autumn Wind Circle, Clarksville, MD 21029 ("Franco"). The
parties have agreed as follows.


                                   1. RECITALS

1.1 The Company
For the purposes of this Agreement the term "the Company", shall, where the
context indicates, include any present or future parent, subsidiary, or other
affiliate of the Company to which the Company may assign its rights and duties
under this Agreement.


1.2 Underlying Transaction
This Consulting Agreement has been executed and delivered pursuant to a certain
Agreement of Merger and Plan of Reorganization (the "Merger Agreement") dated
July 26, 2006 among the Company, JDA Medical Technologies, Inc., a Maryland
corporation ("JDA"), BestNet Communications Corporation, a Nevada corporation
("BestNet"), Franco and certain other parties, pursuant to which JDA was merged
into the Company, a wholly owned subsidiary of BestNet. Franco understands and
acknowledges that his entry into this Agreement and his performance hereunder
are material inducements to the Company and the other parties to enter into and
to perform under the Merger Agreement. Simultaneously with the mutual execution
and delivery of this Agreement, approximately thirty-two and forty-four
hundredths percent (32.44%) of the outstanding capital stock of JDA is being
acquired from Franco by the Company, and Franco is acquiring approximately four
and eighteen hundredths percent (4.18%) of the outstanding capital stock of
BestNet.


1.3 Franco's Relationship and Expertise.
Franco has been the Chief Executive Officer of JDA since its inception and
desires to furnish the Company with the benefit of the knowledge, experience and
contacts in the medical products industry expertise, particularly in relation to
the Business that he acquired while acting as such, and the Company desires to
make use of the same. In formulating the provisions of this Agreement, the
parties have understood and recognized that the Company is engaged in the
medical device business and that the market for any business of such nature is
worldwide and not limited to any particular geographical area. The "Business"
shall mean products and services in connection with Microarterial Brachytherapy
or the use of radio-labeled microspheres in the treatment of soft tissue
cancers.

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1.4  Franco's Prior Obligations; Reservations.

The Company acknowledges that Franco, prior to execution of this Agreement, has
taken on employment, consulting, and other responsibilities to Genisent
International, Inc., which provides medical device related products and services
outside of the Business ("Genisent"). No obligation herein shall be interpreted
to limit in any way the ability of Franco to carry out his current or future
responsibilities to Genisent, as it currently exists or as it may exist in the
future, resulting, for example, from a merger or acquisition of Genisent;
provided however, that Franco shall not personally provide any services related
to the Business to Genisent or its successor. This Agreement shall not restrict
in any way Franco's ability to provide consulting or other services outside of
the Business.


                              2. TERMS OF AGREEMENT

2.1 Engagement
The Company hereby engages Franco, pursuant to the provisions of this Agreement,
as an independent contractor and not as an employee, to render diligent and
expert advisory and consulting services in connection with the Business to the
Company as the Company may from time to time reasonably request, for no more
than thirty-two (32) hours each month (the "Services"), and Franco hereby
accepts such engagement, for a period commencing on the Effective Date and
ending on the second anniversary of the Effective Date (the "Term"). Franco
agrees that he will not have any authority to bind or act on behalf of the
Company. Franco shall at all times be an independent contractor hereunder,
rather than an agent, co-venturer, employee or representative of the Company.
Neither Franco nor his employees will be considered by reason of the provisions
of this Agreement or otherwise as being employees of the Company or as being
entitled to participate in any health insurance, medical, pension, bonus or
similar employee benefit plans sponsored by the Company for its employees.
Franco shall report all earnings under this Agreement in the manner appropriate
to his status as an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments. Subject to the provisions of
Section 1.4 herein, Franco may engage directly or indirectly in other
businesses, ventures and engagements that are not competitive with the Business.

2.2 Compensation.
(a) In full payment for the Services contemplated under this Agreement, the
Company shall pay Franco a fee of Six Thousand Two Hundred Fifty Dollars
($6,250) each month in consideration of his furnishing the Services to the
Company and otherwise performing as required under this Agreement.

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(b) The Company will reimburse Franco for all reasonable out-of-pocket expenses
incurred by him in connection with his performance under this Agreement with
prior approval of the Company's Chief Executive Officer or his designee, upon
completion of an expense report reasonably satisfactory to the Company.


2.3 Confidential Information.
(a) Agreement. Franco acknowledges that the information, observations and data
obtained by him while engaged by the Company (including those obtained by him
prior to the date of this Agreement with a duty not to disclose) concerning the
Company that are not generally available to the public other than as a result of
a breach of this Agreement by Franco, including without limitation, the identity
and particular needs of any customer of the Company or any of its affiliates,
the methods and techniques of any of the businesses of the Company or any of its
affiliates, the marketing plans and objectives of the Company or any of its
affiliates, the formula of any product of the Company or any of its affiliates)
of the Company or any of its affiliates ("Confidential Information") are the
property of the Company. During the Term and for a period of two (2) years
thereafter, Franco agrees that neither he nor his employees, agents, affiliates
or relatives will disclose to any unauthorized person, or use for his or their
own account, any Confidential Information without the prior written consent of
the Company, unless and to the extent that such matters (i) become generally
known to and available for use by the public other than as a result of Franco's
acts or omissions to act, (ii) are independently developed by Franco or his
employees without use of the Confidential Information; or (iii) is obtained by
Franco or his employees from a third party having a right to disclose such
information. Notwithstanding the foregoing, if required pursuant to judicial or
administrative subpoena or process or other legal obligation to disclose any
Confidential Information, Franco may make such disclosure only to the extent
required, in the opinion of counsel for Franco, to comply with such subpoena,
process or other obligation. Franco shall, as promptly as possible and in any
event prior to the making of such disclosure, notify the Company of any such
subpoena, process or obligation and shall cooperate with the Company in seeking
a protective order or other means of protecting the confidentiality of the
Confidential Information.

(b) Specific Performance. The parties hereto agree that money damages would be
an inadequate remedy for any breach of any of the provisions of this Section 2.3
of this Agreement. If Franco, or his employees, agents or relatives breach or
threaten to breach any provision of such section, the Company or its successors
or assigns may, in addition to together available rights and remedies, apply to
any court for injunctive relief to enforce, or prevent any violation of, any of
the provisions of such sections (without posting a bond or other security).


2.4 Company Ownership of Intellectual Property.
Franco agrees that all processes, discoveries, formulas, improvements,
technologies, designs and inventions ("Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or not,

                                       3


(i) within the scope of the Business as conducted from time to time during the
period of Franco's engagement hereunder and (ii) within the scope of the
Business during his employment as an officer of JDA prior to such engagement,
conceived, developed, invented or made solely by Franco, or jointly with others,
whether on the Company's premises or through the use of its facilities or not,
shall belong to the Company or its affiliates; provided however, that this
provision shall specifically exclude any Inventions in connection with the
employment, consulting or other obligations of Franco under Section 1.4 herein.
Franco shall further: (a) promptly disclose such Inventions to the Company; (b)
assign to the Company, without additional compensation, all patent and other
rights to such Inventions, whether patentable or unpatentable, including all
substitute, continuation-in-part and reissue applications, patents of addition
and confirmation relative thereto, for the United States of America and foreign
countries; (c) sign all papers to carry out the foregoing as reasonably
requested by the Company; and (d) give testimony in support of inventorship as
reasonably requested by the Company, at the sole cost and expenses of the
Company. Franco agrees not to assert any rights to any Invention as having been
made or acquired prior to the date of this Agreement, except for Inventions, if
any, disclosed to the Company in writing prior to the date hereof.


2.5 Covenant Not to Compete.
Subject to the provisions of Section 1.4 herein, Franco agrees that during the
engagement hereunder and for two (2) years from the termination of his
engagement hereunder by with the Company or any of its affiliates (the
"Non-Competition Term"), he will not, either individually or in a partnership,
or in conjunction with any person or persons, firms, association, syndicate,
corporation or other entity or venture, as principal, partner, shareholder,
director, officer, consultant, employee, agent or in any manner whatsoever,
either directly or indirectly,

   (a) provide, on behalf of a competitor of the Company or of any of its
affiliates, products or services that compete with the Business to any customer
or client, or prospective customer or client, of the Company or any of its
affiliates; or

   (b) engage in or become interested in or advise any business, person, firm,
association, syndicate, corporation or other entity or venture engaged
throughout the world, in any business similar to the Business; provided that
beneficial ownership of less than five percent (5%) of the capital stock of such
venture, with no participation in its management, shall not be considered to be
a violation of this provision.


2.6 Non-Solicitation.
Franco shall not, while engaged by the Company and thereafter for a period of
two (2) years, directly or indirectly, induce, advise, recommend to, or
participate in any effort to induce, any officer of the Company or any of its
affiliates to leave the employ of the Company. Furthermore, Franco shall deliver
promptly to the Company upon termination of his engagement, or at any time the
Company may so reasonably request, all memoranda, notes, records, reports,
manuals, drawings, blueprints, formulas, and other documents (and all copies
thereof) relating to the Business and all property associated therewith, then
possessed or under the control of Franco.

                                       4


2.7 Remedies for Breach.
Franco acknowledges that the legal remedies for breach of the covenants
contained in this Article 2 are inadequate, and therefore agrees that, in
addition to any or all other remedies available to the Company and its
affiliates in the event of a breach or a threatened breach of any covenant
contained therein, the Company of any of its affiliates may:

   (a) obtain preliminary and permanent injunctions against any and all such
actions, and

   (b) seek to recover from Franco monetary damages to the Company or its
affiliates arising from such breach or threatened breach and all costs and
expenses (including reasonable attorneys' fees) incurred by the Company or any
of its affiliates in enforcement of such covenants.


                          3. GENERAL AND MISCELLANNEOUS

3.1 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.


3.2 Survival.
Sections 2.3, 2.4, 2.5, 2.6 and 2.7 shall survive and continue in full force and
effect in accordance with its terms notwithstanding any termination of this
Agreement.


3.3 Entire Agreement.
This Agreement and those documents expressly referred to herein embody the
complete agreement and understanding among the parties and supersede and preempt
any prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
This Agreement may be amended or waived only with the prior written consent of
the Company and Franco.


                                       5



3.4 Assignment.
Franco may not assign this Agreement. The Company may not assign this Agreement
without the prior written consent of Franco except to an affiliate of the
Company or in connection with a transfer of all or substantially all of the
assets of the Company in which case, the provisions of this Agreement shall be
binding upon and inure to the benefit of the corporation or entity to which such
assets shall be transferred.


3.5 Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.


3.6 Headings.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement or
of any term hereof.


3.7 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Arizona, without regard to principles of conflict of laws. The
parties agree to submit to the exclusive jurisdiction and venue of the state
and/or federal courts of the State of Arizona.


3.8 Disputes.
Any dispute, disagreement, claim or controversy arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, or any breach of this Agreement
("Dispute") shall be subject to the negotiation, mediation and arbitration
provisions contained herein. Each party to a Dispute shall make every reasonable
effort to meet in person and confer for the purpose of resolving the Dispute by
good faith negotiation before resorting to any legal proceedings or any other
dispute resolution procedure. If the Dispute cannot be settled through
negotiation, the parties shall make every reasonable effort to settle the
Dispute by mediation by a single mediator qualified to consider the matter in
dispute before resorting to any legal proceedings or any other dispute
resolution procedure. If a Dispute cannot be settled through mediation, the
Dispute shall be finally settled by arbitration to be held in Phoenix, Arizona,
under the Rules of Commercial Arbitration of the American Arbitration
Association by a panel of three (3) arbitrators qualified to consider the matter
in dispute. The arbitrators may grant injunctions or other relief in such

                                       6


dispute or controversy. The decision of a majority of the arbitrators shall be
final, conclusive and binding upon the parties to the arbitration; and any party
shall be entitled to cause judgment on the decision or award of the arbitrators
to be entered in any court of competent jurisdiction. Any party may initiate a
mediation or an arbitration by providing written notice of the mediation or
arbitration, as the case may be (the "Dispute Notice"), to the other parties,
which Dispute Notice shall state the name of initiating party, briefly state the
matter to be mediated or arbitrated, and, if applicable, name a person whom such
party has nominated to act as mediator. If, within thirty (30) days after the
date of the Dispute Notice, the parties have not agreed among themselves as to
the identity of the mediator, then any party may immediately refer this matter
for resolution by the American Arbitration Association. The parties shall each
pay their pro rata share (according to the number of parties involved in the
Dispute) of the costs, deposits and expenses of the mediator. The party
initiating the arbitration shall pay the costs, deposits and expenses of such
arbitration and the prevailing party shall be awarded its attorneys' fees and
expenses in addition to all other relief awarded by the arbitrators, provided
that if the arbitrators determine that a party has initiated an arbitration
without a reasonable basis for doing so, then the arbitrators shall assess
against that party all costs relating to the arbitration, including the
attorneys' fees and expenses of the other parties.


3.9 Notices.
All notices, requests, consents and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if sent by private overnight mail service (delivery confirmed by such
service), registered or certified mail (return receipt requested and received),
or delivered personally, in each case to the following addresses, or such other
address as either party may from time to time specify by notice given to the
other party in the manner specified herein. Any notice to be given by the
Company hereunder to Franco shall be in proper form if signed by an officer or
director of the Company giving notice. Any such notices shall be deemed to be
given on the date delivered in the manner provided above (including the receipt
of confirmation as provided above). Until one party shall advise the other in
writing to the contrary, notices shall be deemed delivered:

   (a) to the Company, if delivered to a director or the highest-ranking officer
of the Company, or, if mailed, certified or registered mail, postage prepaid to:
the Company at its principal place of business at 2850 Thornhills Ave., Suite C,
Grand Rapids, Michigan 49546, with a copy to Stephen T. Meadow, Esq., Firetag,
Stoss & Dowdell, P.C., 1747 East Morten, Suite 107, Phoenix. Arizona. 8020

   (b) To Franco, if delivered to the address set forth at the head of this
Agreement, with a copy to Bruce H. Jurist, Esq., Hodes, Ulman, Pessin & Katz,
P.A., 901 Dulaney Valley Road, Suite 400, Towson, Maryland 21204.


                            [signature page follows]






                                        7




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.



Oncologix Corporation


By: _______________________

Its: ______________________



- ---------------------------
Jeff Franco
















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