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     THIS AGREEMENT made this 18th day of January, 1996.


A M O N G :

               MEL GREENSPOON, IN TRUST

               (hereinafter called "MG")


     - and -


               WINDSOR ACQUISITION CORP., a company incorporated
under the laws of the State of Utah

               (hereinafter called "WAC")


     - and -


               LA-NUR INC., a company incorporated under the laws
of the Province of Ontario

               (hereinafter called "LA-NUR")


     WHEREAS Nicholas Plessas, in trust ("NP") entered into an
agreement (the "Novatone Agreement") dated as of November 17,
1995 with LA-NUR in respect of certain rights and obligations
relating to a certain facial muscle stimulator product and a
certain trade mark; 

     AND WHEREAS the Novatone Agreement provides that NP may
assign its rights and obligations under the Novatone Agreement
provided that such assignee agrees to become bound by the terms
of the Novatone Agreement;

     AND WHEREAS pursuant to an assignment agreement made
November 30, 1995, NP assigned its rights and obligations under
the Novatone Agreement to Mel Greenspoon, in trust for certain
unnamed beneficiaries (collectively, "MG");

     AND WHEREAS MG desires to assign, and WAC desires to assume,
the rights and obligations of MG under the Novatone Agreement;

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the mutual covenants and agreements contained herein, the sum
of One Dollar paid by each party hereto to each of the other
parties hereto and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each
of the parties hereto), it is hereby agreed as follows:


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1.   Assignment of Novatone Agreement.  MG hereby assigns to WAC
all of MG's right, title, estate and interest in the covenants,
terms and conditions contained in the Novatone Agreement and all
benefits derived therefrom, and WAC hereby accepts such
assignment and WAC hereby agrees to be bound by and perform or
cause to be performed all the covenants, terms and conditions
contained in the Novatone Agreement irrespective of whether said
covenants, terms and conditions should have been performed prior
to the date of this Agreement.  LA-NUR hereby accepts the
assignment constituted hereby.

2.   Indemnification of MG.  WAC hereby covenants and agrees, at
its expense, to indemnify, to defend and to save and hold MG
harmless from and against and in respect of any and all
obligations, commitments and liabilities of and claims against MG
(whether absolute, accrued or contingent) arising out of or in
any way connected with the non-performance or breach of WAC of
any of the obligations of MG under the Novatone Agreement and all
claims, demands, causes of action, actions, losses, damages and
expenses of every nature and kind for or in respect of or
relating thereto.

3.   Enurement.  This agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective
successors and assigns.

4.   Entire Agreement.  This Agreement constitutes the entire
Agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings,
negotiations, commitments, conditions, representations,
warranties and undertakings.

5.   Counterparts.  This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an
original, and such counterparts together shall constitute but one
and the same instrument.

6.   Governing Law.  This Agreement shall be construed,
interpreted and enforced in accordance with, and the respective
rights and obligations of the parties shall be governed by, the
laws of the Province of Ontario.<PAGE>
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     IN WITNESS WHEREOF this agreement has been executed by the
parties hereto as of the date first above written.


Witness:/S/ Avi Ss. Greenspoon

By:   /S/ Mel Greenspoon, In Trust


WINDSOR ACQUISITION CORP.


Per:  /S/ Mel B. Greenspoon
                                        

LA-NUR INC.

Per:  /S/ Rivqa Resnick