<PAGE>   1
                                                                EXHIBIT 10.54


                                  ASSIGNMENT

        FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Sunrise
Technologies International, Inc. a Delaware corporation ("Sunrise"), with its
principal place of business located at 47257 Fremont Blvd., Fremont,
California 94538, hereby assigns and transfers all of its right, title and
interest in the Settlement Agreement (the "Agreement") dated July 30, 1996,
with American Dental Technologies, Inc., a Delaware corporation, ("ADT") a copy
of which is attached as Exhibit A and incorporated herein by reference, to
Lares Research, a California corporation ("Lares"), with its principal place of
business located at 295 Lockheed Avenue, Chico, California 95973.

        In connection with this assignment, in addition to the warranties
contained in the Asset Purchase Agreement dated March 25, 1997 between Sunrise
and Lares, Sunrise warrants that:

1.      Sunrise is the duly authorized licensee under the Agreement, having
        received the rights by merger, with Sunrise Technologies, Inc., its
        predecessor.  The Agreement is valid, binding and enforceable against
        Sunrise in accordance with its terms.  Sunrise has the right to assign
        this Agreement free of any encumbrance, lien, or any interest of third
        parties other than interests of third parties set forth in the
        Agreement.  The Agreement will continue in full force and effect to the
        benefit of Lares with no change to its terms, except as might otherwise
        be separately agreed to by Lares and ADT, and Sunrise shall have no
        further rights as licensee of the patents under the Agreement, except
        with respect to such rights as Sunrise may have pursuant to the         
        Security Agreement.
        
2.      Sunrise has duly performed all, and is not in default of any, of its
        duties and obligations under the Agreement, including the payment of
        royalties, and ADT has no grounds for termination of the Agreement.  To
        the best knowledge of Sunrise, ADT has duly performed all, and is not
        in default of any, of its duties and obligations under the Agreement,
        and Sunrise has no grounds for termination of the Agreement.
        
3.      The Agreement is the entire and complete agreement between Sunrise and
        ADT as to the subject matter of the Agreement as described therein,
        accurately and completely reflects all the terms of agreement between
        Sunrise and ADT, and no change or amendment to the terms of the
        Agreement has been made.
        

                                        Sunrise Technologies International, Inc.


Dated: June 24, 1997                    By: /s/ David W. Light
                                            -----------------------
                                            David W. Light, Chief Executive
                                            Officer

                                            First Revision 6/20/97


                                     -1-

<PAGE>   2
                           ACCEPTANCE OF ASSIGNMENT


        Lares Research hereby accepts assignment from Sunrise of all  of its
right, title and interest in the Settlement Agreement dated July 30, 1996, with
American Dental Technologies, Inc., a Delaware Corporation, and agrees to
perform at its own expense all the obligations of Sunrise under the Agreement
that arise after the effective date of this Assignment.  Lares hereby
acknowledges and confirms the validity of the patents and patent rights
described in paragraph 6 of the Settlement Agreement dated July 30, 1996


                                        Lares Research


Dated:  6/24/97                         By:  /s/ Craig J. Lares
      -------------                          -------------------------
                                             Craig J. Lares, President



                        ACKNOWLEDGEMENT OF ASSIGNMENT

        American Dental Technologies, Inc., a Delaware corporation, ("ADT")
with its principal place of business at 28411 Northwestern Highway, Suite 1100,
Southfield, Michigan 48034-5541, and as owner of, and licensor to Sunrise of,
the patents and patent rights described in paragraph 6 of the License
Agreement dated July 30, 1996 (the "Patents"), hereby acknowledges and accepts
the assignment of the rights and obligations of Sunrise as licensee under the
Agreement to Lares Research, a California corporation, and agrees and warrants
as follows:

1.      Upon the assignment of the Agreement from Sunrise to Lares, the
        Agreement will continue in full force and effect. ADT acknowledges that
        transfer of the rights of Sunrise under the Agreement to Lares does
        not constitute a default under the Agreement, and agrees not to
        interfere in any manner with the sale of the Sunrise Dental Division to
        Lares.
        
2.      ADT hereby reaffirms the Agreement, including the warranties contained
        in paragraph 17 thereof, and agrees to recognize Lares as the duly
        authorized licensee under all the terms of the Agreement, subject to
        performance by Lares of the duties and obligations of licensee under
        the Agreement.
        
3.      The patents are currently valid and to the best knowledge of ADT no
        part thereof is subject to any pending or threatened claims of
        infringement or invalidity.
        
4.      Lares has and shall have no obligation to ADT with respect to the
        payment of the transfer fee payable by Sunrise under the Agreement;
        provided that, however, without in any manner affecting the validity
        and enforceability of ADT's agreements hereunder, Sunrise must make at
        closing the payment of $275,000 and assignments of 10% of the
        $1,000,000 promissory note from Lares as set forth in the letter dated
        June 10, 1997 from Nancy L. Murray agreed to by Sunrise and ADT.
        
5.      The undersigned is duly authorized to execute this consent on behalf of
        ADT.


                                        American Dental Technologies, Inc.


Dated:  June 23, 1997                   By:   /s/ Ben J. Gallant
      --------------------                 ---------------------------------
                                           Ben J. Gallant, President and CEO


                                           First Revision 6/20/97

                                     -2-

 
<PAGE>   3
               CERTIFICATES OF ACKNOWLEDGMENT OF NOTARY PUBLIC

                                    
State of California                )

                                   )

County of Santa Clara              )
          --------------


        On 6-24-97 before me, Delores Aida Gonzales, Notary Public, personally
appeared DAVID W. LIGHT, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.


        WITNESS my hand and official seal.


Signature 
          ------------------------------

State of California                )

                                   )

County of Santa Clara              )


        On 6-24-97 before me, Delores Aida Gonzales, Notary Public, personally
appeared CRAIG J. LARES, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.

        WITNESS my hand and official seal.
                                                           [SEAL]

Signature /s/ Delores Aida Gonzales                DOLORES AIDA GONZALES 
          ------------------------------           COMM. # 1036928     
                                                   Notary Public--California  
State of Michigan                   )              Santa Clara County 
                                                   My Comm. Expires Aug. 21,1998
                                    )              
                                                   
County of Oakland                   )

        On 6-23-97 before me, Nancy Gillie Barron personally appeared BEN J. 
GALLANT, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.

        WITNESS my hand and official seal.


Signature /s/ Nancy Gillie Barron              NANCY GILLIE GARRONS STAMP
          ------------------------             Notary Public, Oakland County, MI
                                               My Commission Expires Dec.19,2000

                                               First Revision 6/20/1997 

                                     -3-