ASSIGNMENT  AND  ASSUMPTION  AGREEMENT  made  this 30th day of  November,  1995
between Techscience Industries, Inc., a publicly owned Delaware corporation with
a class  of  securities  registered  pursuant  to  Section  13 or  15(d)  of the
Securities  Exchange  Act of 1934  (the"34  Act")  with  temporary  offices at 3
Rockaway  Place,  Parsippany,  New Jersey  07054 (the  "Company")  and Joseph W.
Hafesh,  residing at 300 Winston  Drive.  Apt.  2704  Cliffside  Park,  NJ 07010
("Hafesh"),  in his capacity as sole agent for and on behalf of Biocomp, Inc., a
Delaware  corporation  that operated as a wholly owned subsidiary of the Company
("Bio").

                               W I T N E S E T H:

         WHEREAS,  The Company is the record and beneficial owner of certificate
No.19  representing all 4,740,000 issued and outstanding shares of Common Stock,
$.01 par value per share (the "Shares") of Bio;

         WHEREAS, The debts and obligation of Bio, as reflected on the Company's
unaudited financial statements for the nine months ended July 31, 1991 contained
in its Form  10-Q  Quarterly  Report  filed  with the  Securities  and  Exchange
Commission  aggregated  approximately  $259,500  and  which  are  enumerated  on
Schedule "A" annexed to this agreement (the "Agreement") and hereby incorporated
herein by reference (the "Reported Obligations"); and

         WHEREAS,  The debts and obligation of Bio,  incurred  during the period
August 1, 1991 through August 26, 1993, the last day of operations thereof,  and
not  reflected  on  the  Company's  unaudited  financial  statements  aggregated
$208,333 and which are  enumerated on Schedule "B" annexed to this Agreement and
hereby incorporated herein by reference (the"Non-Reported Obligations"); and

         WHEREAS,  The Company desires to transfer the Reported  Obligations and
the Non-Reported  Obligations,  aggregating $467,833  (hereinafter  collectively
referred  to as the  "Obligations")  and the  Shares to  Hafesh,  and  Hafesh is
willing to assume the  Obligations and accept the Shares from the Company on the
terms and subject to the conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants
hereinafter  set  forth,  and  mutual  benefits  to  be  derived  herefrom,  the
existence,  receipt and adequacy of which are hereby  acknowledged and accepted,
the parties hereby agree as follows:

         1.  RECITALS  CONFIRMED.  All of the  recitals  hereinabove  stated are
confirmed  by each of the  parties  hereto  as  being in all  respects  true and
correct  and  the  same  are  hereby   incorporated  into  this  agreement  (the
"Agreement") by reference.

         2. TRANSFER OF THE SHARES. The Company hereby,  assigns,  transfers and
delivers  the  Shares  to  Hafesh  and  Hafesh  hereby   accepts  a  certificate
representing  the  Shares in  transferrable  form,  with stock  power  attached,
endorsed in blank with signature guaranteed. The Shares represent and constitute
the Company's entire equity interest in Bio.

                                       1
<PAGE>

         3.  ASSUMPTION OF THE  OBLIGATIONS.  Upon  delivery of the Shares,  and
solely by virtue of his  taking  possession  thereof,  Hafesh  shall  assume and
thereafter  be  solely   responsible  for  the  payment  and  discharge  of  the
Obligations. In this regard, it is the specific intent of Hafesh and the Company
and they hereby  agree,  accept and consent that this  Agreement is and shall be
the legal and practical equivalent of a bill of sale of the Obligations from the
Company to Hafesh,  that after the execution of this  Agreement  Hafesh shall be
the sole record and beneficial  owner of the  Obligations  and the Company shall
have no further duty with respect thereto.

         4. PURCHASE PRICE. Simultaneously with the execution of this Agreement,
the Company shall pay to Hafesh for Hafesh's assumption of the Obligations,  and
Hafesh hereby  accepts as full and fair  consideration  for the risks  attendant
upon his  assumption  of the  Obligations,  the  aggregate  sum of Seventy  Five
Thousand and 00/100 ($75,000.00)  Dollars,  the receipt and adequacy of which is
hereby acknowledged and accepted by Hafesh (the  "Consideration").  By virtue of
their respective execution of this Agreement, the parties hereby acknowledge and
accept that the  Consideration  represents a fair, just and reasonable price for
the  assumption  of the  Obligations  and the  attendant  transfer of the Shares
attendant upon the ownership thereof.

         5.  CLOSING  AND  CONSUMMATION.  The  transfer  of the  Shares  and the
assumption  of the  Obligations  shall be  consummated  simultaneously  with the
execution of this Agreement or as soon thereafter as possible. The Company shall
make delivery to Hafesh of a certificate or certificates representing the Shares
made the subject  hereof in  transferable  form  together  with a  certified  or
cashier's cheek representing the Consideration.

         6.  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company,  by
virtue of its execution of this  Agreement,  hereby  represents  and warrants to
Hafesh as follows:

             (a) The  Company  is the sole  record and  beneficial  owner of the
Shares which Shares are duly and validly issued, fully paid, non-assessable, and
are free and clear of any and all liens,  claims and  encumbrances  of any kind,
nature or description;

             (b) The Company has full power,  right and authority to execute and
perform this Agreement in the time and manner contemplated;  and to transfer the
Shares made the subject hereof.  The execution and performance of this Agreement
and the  delivery  of the Shares  will not result in a breach of or violate  the
provisions  of any  contract or  agreement to which the Company is a party or to
which the Shares are or may be the subject;

             (c) The Shares  represent the Company's  entire equity and/or other
interest in Bio and following the sale and delivery of the Shares to Hafesh, the
Company will have no further  ownership  interest in the Shares or the assets or
liabilities of Bio represented thereby; Company;

                                       2
<PAGE>

             (d) The  Obligations  represent all of the debts and  obligation of
Bio known to the

             (e) The Company  hereby  remises and  releases Bio from any and all
debts or  obligations  owed by it  directly  to the  Company,  whether  for cash
advances or  otherwise  as well as for any claim to the assets of Bio  including
the Techscience logo; and

             (f) The  Company  will  utilize its best  efforts to settle  and/or
compromise the $12,500 in Reported Obligations remaining with the Company for as
small a monetary amount as may be possible;  and in connection  therewith,  will
sollicit the aid and assistance of Hafesh.

         7. REPRESENTATIONS AND WARRANTIES OF HAFESH. By virtue of the execution
of this  Agreement,  Hafesh  hereby  represents  and  warrants to the Company as
follows:

             (a) Hafesh has full power and authority to assume the  Obligations,
accept the Shares and execute this Agreement;

             (b) Hafesh or his  representatives  have had access to such records
of the  Company  and Bio as he and/or  they wish to examine  and are relying and
entering  into this  Agreement  upon  their  own  independent  findings  and due
diligence investigations concerning Bio and upon no representations,  statements
or warranties or any obligations to make any representations of the Company;

             (c) The execution of this  Agreement  will not result in a beach of
or  constitute  a  default  under any  existing  agreement,  indenture  or other
instrument to which Hafesh is a party or by which Hafesh, the Obligations or the
Shares may be bound or affected;

             (d) Hafesh has not relied upon or been  induced by any  statements,
representations or warranties (whether expressed,  implied in fact or implied by
law) of any kind,  nature or  description  made by the  Company  concerning  the
business or affairs of Bio,  its chances of success or any capital  appreciation
that may occur  with  respect  to the  Shares;  and has  accepted  the Shares in
accordance with and subject to the terms hereof and premises  covered  hereunder
strictly and only on an "as is" basis; and

             (e) The Reported Obligations represent all but $12,500 of the total
liabilities  of the  Company as  reflected  in its  periodic  filings  under the
Securities  Exchange  Act of 1934;  and there are no other  debts,  obligations,
lawsuits or liabilities for which the Company is responsible.

         8. NO  RESTRICTIONS  ON  TRANSFER.  The  Company  hereby  warrants  and
represents  that there are no  restrictions on the transfer of the Shares except
such,  if any,  as  appear on the face of the  certificates  or are  imposed  by
operation  of law,  that there are not  options,  warrants or rights  pertaining
thereto,  and that the Company has the right to transfer  such stock free of any
encumbrances and without the consent of any person,  or any governmental  agency
whatsoever.

                                       3
<PAGE>

         9.  INDEMNIFICATION.  The Company hereby  indemnifies  and holds Hafesh
harmless from and against any and all costs and expenses,  including  reasonable
attorney's  fees,  attendant  upon: (i) any third party claiming any interest in
the Shares;  and (ii) the first $12,500 in liabilities  remaining in the Company
after the removal of the Obligations.  Hafesh,  by virtue of his former position
as President and Chief Executive Officer of the Company,  hereby indemnifies and
holds the Company  harmless  fi.om and  against any and all costs and  expenses,
including  reasonable  attorney's fees, attendant upon the debts and obligations
of Bio in excess of the amount of the  Obligations as well as the liabilities of
the Company in excess of the $12,500 referenced in Paragraph 7(e).

         10. INVESTMENT INTENT. Hafesh hereby represents, warrants covenants and
agrees that it has been advised, and by the execution of this Agreement,  hereby
agrees, accepts and acknowledges as follows with respect to the Shares:

             (a)  That  none  of the  Shares  have  been  registered  under  the
Securities  Act of 1933,  as amended (the  "Securities  Act") or under any state
securities  law, and that the Company  will be relying  upon an  exemption  from
registration based upon the investment representations of Hafesh; and

             (b) Hafesh will be acquiring the Shares for investment purposes and
without any view to the  transfer or resale  thereof and that such shares  shall
not be sold, transferred,  assigned, pledged or hypothecated in violation of the
Security Act, or the applicable securities laws of any state.

         11.  ASSIGNMENTS.  All of the terms and  provisions  of this  Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
respective successors and assigns of the parties hereto.

         12. ENTIRE  AGREEMENT.  Each of the parties hereby  covenants that this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings  and  agreements,  both  written and oral,  of the  parties  with
respect to the subject matter of this Agreement,  and that there exists nor oral
agreement or understanding,  express or implied liability,  whereby the absolute
final and  unconditional  character and nature of said Agreement shall be in any
way  invalidated,  empowered  or  affected.  There  are  no  representations  or
warranties other than those set forth herein.

         13. LAWS OF THE STATE OF NEW JERSEY.  This Agreement  shall be governed
by and  interpreted  under and construed in all respects in accordance  with the
laws of the  State  of New  Jersey  irrespective  of the  place of  domicile  or
residence  of either  party.  In the event of a  controversy  arising out of the
interpretation,  construction,  performance  or  breach of this  Agreement,  the
parties hereby agree and consent to the  jurisdiction  and venue of the Superior
Court of the State of New Jersey,  Essex  County,  and further agree and consent
that service of process in any such action or proceeding outside of the State of
New Jersey

                                       4
<PAGE>

or Essex County shall be  tantamount  to service in person  within Essex County,
New Jersey, and shall confer personal jurisdiction upon the said court.

         14.  NOTICES.  Ail  notices  that  are  required  to be or may be  sent
pursuant to the  provisions  of this  Agreement  shall be in writing,  mailed by
certified or registered  mail,  return  receipt  requested or overnight  package
delivery service, shall be addressed to the other at his address as hereinbefore
stated or to such other  address as may have been  furnished by any party to the
other in writing, and shall be deemed to be given on the date of mailing thereof
or the date of the airbill in accordance with the foregoing.

         15.  ORIGINALS.  This Agreement may be executed in counterparts each of
which so executed  shall be deemed an original and  constitute  one and the same
agreement.

         16.  ADDRESS OF  PARTIES.  Each party shall at all times keep the other
informed of its principal  place of business or residence if different from that
stated  herein,  and shall promptly  notify the other of any change,  giving the
address of the new principal place of business or residence.

         17.  MODIFICATION  AND WAIVER.  A modification  or waiver of any of the
provisions  of this  Agreement  shall be  effective  only if made in writing and
executed with the same formality as this Agreement.  The failure of any party to
insist upon strict  performance of any of the provisions of this Agreement shall
not be  construed as a waiver of any  subsequent  default of the same or similar
nature or of any other nature or kind.

         18. EXPENSES. Regardless of whether or not the transaction contemplated
herein is consummated, each party shall pay and be responsible for its own share
of  costs  and  expenses   incurred  in  connection   with  this  Agreement  and
transactions contemplated hereby.

         19.  BROKER'S FEE. The Secured  Party and Hafesh  hereby  represent and
warrant to each other that no broker is entitled to any brokerage  commission in
connection with the transaction contemplated herein.

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



   /s/ JOSEPH HAFESH
   -------------------------------
       Joseph W. Hafesh



                                            Techscience Industries, Inc.


                                            By:  /s/ JAMES T. WOLL
                                                 -------------------------------
                                                     James T. Woll, President

                                       5