EXHIBIT 4.16

                       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 -

                  CBQYM INC.

                  ("Cbqym")

WHEREAS:

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

D.        As consideration for such assignment, Cbqym 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 Cbqym 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 Cbqym,
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. Cbqym agrees to assume and to observe and perform all of the obligations of
York under the Licensing Agreement and Cbqym 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 Cbqym 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 ensure 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:
                                           ---------------------------------


                                        CBQYM INC.

                                        by:
                                           ---------------------------------