EXHIBIT 4.11

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS AGREEMENT made as of the 22nd day of November, 1995

B E T W E E N:

                  YORK MEDICAL INC.

                  ("York")

                  - and -

                  CIMYM INC.

                  ("Cimym")

WHEREAS:

A.    Pursuant to a licensing agreement (the "Licensing Agreement") made the 3rd
      day of May, 1995 between York and Cimab S.A.  ("Cimab"),  Cimab granted to
      York a license to certain technology to which Cimab holds rights.

B.    By articles of amendment  dated  September  28, 1995 York changed its name
      from Yorkton Medical Inc. to York Medical Inc.

C.    Pursuant to the terms of the  Licensing  Agreement,  York agreed to assign
      its rights and obligations thereunder to Cimym.

D.    As  consideration  for  such  assignment,   Cimym  agrees  to  assume  the
      obligations of York under the Licensing Agreement.

      NOW THEREFORE  THIS  AGREEMENT  WITNESSETH  THAT in  consideration  of the
premises  and of the payment of one dollar  ($1.00) and other good and  valuable
consideration by Cimym to York, (the receipt and sufficiency of which are hereof
acknowledged by York) the parties hereto covenant and agree as follows:

1. York hereby grants, transfers,  assigns and sets over absolutely until Cimym,
its successors and assigns,  all York's right,  title and interest in and to the
Licensing Agreement and all of the rights, benefits and advantages whatsoever to
be derived therefrom from and after the date hereof.

2. Cimym agrees to assume and to observe and perform all of the  obligations  of
York under the Licensing  Agreement  and Cimym will  indemnify and save harmless
York from and against all actions,  suits, costs, losses,  charges,  damages and
expenses arising as a result of any default or non-observance or non-performance





on the part of Cimym  of any of the  obligations  of York  under  the  Licensing
Agreement from and after the date hereof.

3. This  agreement  will be binding upon and enure to the benefit of each of the
parties hereto and its respective successors and assigns.

4. This agreement will be governed by and construed in accordance  with the laws
of the Province of Ontario.

5. The  parties  agree to provide  such  further  assurances  as are  reasonably
required by them to carry out the terms of this agreement.

                                           YORK MEDICAL INC.


                                           by:
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                                           CIMYM INC.


                                           by:
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