EXHIBIT 4.4

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AGREEMENT

THIS AGREEMENT, effective __November2___, 2000, is entered into

BETWEEN:

YORK MEDICAL INC.
a corporation incorporated under the
laws of Ontario,  having its principal  place of business at 5045 Orbitor Drive,
Building 11, Suite 400, Mississauga, Ontario, L4W 4Y4, Canada

(hereinafter referred to as "YORK")

-AND-

UNIVERSITY OF MANITOBA
having its principal place of business at
Fort Garry Campus, Rm 631 Drake Centre, 181 Freedman Crescent,
 Winnipeg, Manitoba, R3E 0W3, Canada

(hereinafter referred to as "UM")

-AND-

THE MANITOBA CANCER TREATMENT AND RESEARCH FOUNDATION, CARRYING ON ITS
UNDERTAKING AS  CANCERCARE MANITOBA

having its principal place of business at
675 McDermot Ave., Winnipeg, Manitoba, R3E 0V9, Canada

(hereinafter referred to as "CCMB")


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1        BACKGROUND OF AGREEMENT

1.1      UM and CCMB are owners, by assignment, of all right, title and interest
         in and to the  patents  and  patent  applications  listed in  Exhibit 1
         hereto   which  have  arisen  from  studies  by  Dr.  L.  Brandes  (the
         "Inventor") in the course of research within the Manitoba  Institute of
         Cell Biology.

1.2      The  Manitoba  Institute of Cell Biology is an Institute of CCMB and UM
         pursuant to their agreement  dated March 2, 1989 (the "MICB  Agreement)
         which governs certain actions related to patents and copyrights arising
         from research conducted in the institute.

1.3      By agreement  (the "B-M  Agreement"),  UM and CCMB  licensed the patent
         rights  to  Bristol-Myers  Squibb  Company  and  pursuant  to  the  B-M
         Agreement,   BristolMyers   Squibb  Company   funded  the   production,
         preclinical and clinical development of DPPE.

1.4      Through  termination of the B-M  Agreement,  UM and CCMB have retrieved
         the licensed rights.

1.5      UM and CCMB are  interested in  continuing  research,  development  and
         commercialization  of DPPE,  including  pursuit of all related clinical
         and pre-clinical  results and clinical material and production  methods
         therefor.

1.6      YORK is a biopharmaceutical  licensing and development company,  with a
         management group experienced in developing human pharmaceuticals in the
         clinical fields of oncology and  anti-infectives.  In addition,  York's
         management  group  has  experience  in  partnering  with  multinational
         pharmaceutical   companies  and  other  related  business   development
         activities.

1.7      UM and CCMB have revealed to YORK certain information  relating to DPPE
         under terms of confidentiality agreement dated April 12, 2000.

1.8      YORK, UM and CCMB now wish to set forth the terms and  conditions of an
         agreement  through  which YORK shall  acquire a license to exploit  the
         assets of UM and CCMB  related to the  Patents,  that are useful in the
         further research, development and commercialization of DPPE.


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NOW THEREFORE,  in consideration of the foregoing premises, the mutual covenants
and obligations hereinafter contained, and other good and valuable consideration
which is hereby acknowledged, UM, CCMB and YORK agree as follows:

2        DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

2.1      AFFILIATE  means any COMPANY that is controlled  directly or indirectly
         by a party hereto or any COMPANY that directly or indirectly controls a
         party hereto,  so that AFFILIATE shall include any parent or subsidiary
         of a party hereto,  or any directly or indirectly  held subsidiary of a
         party hereto.

2.2      ASSETS are those  existing and arising  assets related to DPPE that are
         or become owned or controlled by UM and CCMB and are useful to YORK for
         the purpose herein licensed,  and include DPPE,  INFORMATION,  MATERIAL
         and PATENTS.

2.3      COMPANY means a corporation or other juridical entity.

2.4      CONTROL means the ownership,  directly or indirectly, of more than 50 %
         of voting rights attached to the issued voting shares of a COMPANY.

2.5      DPPE  means  N,N-diethyl-2-[4-(phenylmethyl)phenoxy]ethanamine.HCl,  as
         described in the PATENTS.

2.6      DEVELOPMENT  COSTS means the third party  expenses  incurred by YORK in
         connection with the development of LICENSED  PRODUCT  including but not
         limited to the cost of filing, prosecuting,  maintaining, defending and
         enforcing  the  PATENTS,  the direct cost of  CLINICAL  TRIALS and work
         related thereto  including  quality  control and assurance,  regulatory
         filings and preparation therefor,  production and packaging of LICENSED
         PRODUCT  and  the  cost  of  acquiring  further  in-licenses  as may be
         necessary for the commercial exploitation of LICENSED PRODUCT.

2.7      EFFECTIVE DATE shall be the date first written above.

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2.8      IMPROVEMENTS  means products or processes the manufacture,  use or sale
         of which would infringe a VALID CLAIM.

2.9      INFORMATION means information relating to DPPE and includes, but is not
         limited to,  confidential  information and know-how,  in the knowledge,
         possession  or  control  of a party  and which the party has a right to
         disclose,   particulary  but  not  exclusively   including  information
         relating to  production  and to  preclinical  and  clinical  protocols,
         results and approvals.

2.10     LICENSED TERRITORY means all countries of the world.

2.11     LICENSED FIELD means, and is limited to, the exploitation of the ASSETS
         in respect of veterinary and human therapeutic products within the area
         of cancer treatment and the manufacture, use and sale thereof.

2.12     LICENSED PRODUCT means all products and formulations  thereof for DPPE,
         the  manufacture,  use or sale of which utilizes,  wholly or partially,
         the ASSETS or the YORK  PATENTS and would,  but for the license  herein
         granted, infringe a VALID CLAIM.

2.13     MATERIAL  means  biological  and  chemical   material  that  either  is
         incorporated  in the LICENSED  PRODUCT or is useful in the  production,
         evaluation or development thereof.

2.14     NET SALES shall mean the total NET SALES PRICE of LICENSED PRODUCT sold
         by YORK and its AFFILIATES.

2.15     NET SALES  PRICE  shall  mean the total of net  invoice  prices for all
         LICENSED PRODUCTS sold by YORK and its AFFILIATES, for any given period
         of time during the term of this Agreement, less DEVELOPMENT COSTS, less
         wholesaler's or distributor's commissions,  discounts, rebates, samples
         and freight charges, and taxes separately listed on such invoices,  and
         less the amount of any  credits or refunds  actually  given by YORK for
         defective  or  returned  LICENSED  PRODUCTS.  NET SALES PRICE shall not
         include any consideration  received by YORK in respect of the sale, use
         or other  disposition  of LICENSED  PRODUCT prior to the receipt of all
         regulatory  approvals  required to commence  full  commercial  sales of
         LICENSED  PRODUCT in a given country,  such as sales under a "treatment
         IND", "named patient sales",  "compassionate  use sales", and the sale,
         use or other  disposition of LICENSED PRODUCT in the course of clinical
         trials.


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2.16     PATENTS means:

         1)   The patents and applications summarized in Exhibit 1 (which may be
              updated from time to time during the term of this  agreement)  and
              the patents that mature from those applications.

         2)   The patents and applications directed to IMPROVEMENTS

         3)   All  divisions,  continuations  in whole  and in  part,  reissues,
              re-examinations,   substitutes,   extensions   and   foreign   and
              international  counterparts  of 1) and 2) and patents  that mature
              therefrom.

         4)   Patents  and  patent  applications  relating  to DPPE  that are or
              become  owned  or  controlled  by UM  and/or  CCMB and  which  are
              included in the definition of ASSETS

         5)   Patents  and patent  applications  related to DPPE  licensed to UM
              and/or CCMB that UM and/or CCMB YORK are permitted to  sub-license
              and which are included in the definition of ASSETS.

2.17     SPONSORED  RESEARCH means research and clinical  development  funded by
         YORK hereunder and performed in the Inventor's laboratory, or elsewhere
         on the Inventor's behalf.

2.18     SUB-LICENSEE  means a person or entity who is not an  Affiliate  and to
         whom YORK has sub-licensed all or part of the rights granted to YORK by
         UM and CCMB by this Agreement.

2.19     SUBLICENSING  REVENUE shall,  unless  otherwise agreed upon in writing,
         mean all  payments,  whether in cash or otherwise , whether in the form
         of up  front  payments,  milestone  payments,  royalties  or  otherwise
         received by YORK from  SUB-LICENSEEs  and  assignees  of, in respect of
         LICENSED PRODUCT and in  consideration  for, the rights granted to YORK
         under this Agreement, less DEVELOPMENT COSTS.

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2.20    VALID CLAIM means a granted  claim within  PATENTS so long as such claim
        shall not have been disclaimed or abandoned by the patentee or shall not
        have been  disallowed by a Patent Office,  expired under the patent laws
        of a country,  or held invalid in a final decision  rendered by a court,
        government  or tribunal of competent  jurisdiction  from which no appeal
        has been, or can be, taken.

2.21     YORK PATENTS means:

         1)   The  patents  and  applications  summarized  in  Exhibit  4 (which
              Exhibit  may be updated  from time to time during the term of this
              Agreement)  and  relating to DPPE and the patents that mature from
              those applications.

         2)   The patents and applications directed to IMPROVEMENTS.

         3)   All  divisions,  continuations  in whole  and in  part,  reissues,
              re-examinations,   substitutes,   extensions   and   foreign   and
              international  counterparts of (1) and (2) and patents that mature
              therefrom.

         4)   Patents  and  patent  applications  that  are or  become  owned or
              controlled by YORK,  for clarity this excludes  PATENTS as defined
              in 2.16

         5)   Patents and patent applications  licensed to YORK and that YORK is
              permitted to sub-license.

3        LICENSE GRANT

3.1      UM and CCMB hereby  grant to YORK and its  AFFILIATES  in the  LICENSED
         FIELD and LICENSED TERRITORY,  an, exclusive license to exploit ASSETS,
         particularly  including  but not limited to PATENTS,  to develop and to
         make, including contract production by a toll manufacturer,  use, sell,
         and  otherwise  dispose of LICENSED  PRODUCT.  YORK and its  AFFILIATES
         shall  use,  exploit  and  commercialize  the  ASSETS  only  within the
         LICENSED FIELD as LICENSED  PRODUCT and undertakes not to use,  exploit
         or  commercialize  the  ASSETS  in any way  contrary  to the  terms and
         conditions of this Agreement.

3.2      The license granted  pursuant to Article 3.1 hereof shall be exclusive.
         Notwithstanding  the  foregoing UM and CCMB shall have the right to use
         ASSETS  and  the  YORK  PATENTS  for  academic  research  purposes.  In


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         addition, the Inventor, and/or his laboratory,  shall have the right to
         use ASSETS and YORK  PATENTS for  academic  research  purposes  and for
         teaching at  universities  and  hospitals,  as defined under  SPONSORED
         RESEARCH.  The Inventor  shall also have the right to continue to treat
         patients who are currently being treated with DPPE.

3.3      YORK shall have the right to grant  sublicenses  on fair and reasonable
         terms and conditions  consistent  with the terms and conditions set out
         in this Agreement. In the event of a breach of a term of the sublicense
         by a SUBLICENSEE  (the  "SUBLICENSEE'S  breach"),  York shall forthwith
         proceed to enforce the terms of the  sublicense  and shall further bear
         all  costs  related  thereto,  thereby  eliminating,   as  against  the
         University or CCMB, the effect of any such SUBLICENSEE's  breach.  YORK
         agrees  to keep  UM and  CCMB  informed  of any  material  sublicensing
         discussions and further to provide UM and CCMB each with a true copy of
         any  and  all  sublicensing  agreements  entered  into  by  YORK  and a
         SUB-LICENSEE.

4        LICENSING CONSIDERATION AND MINIMUM REMUNERATIONS

4.1      In  consideration  of the  rights  granted by UM and CCMB to YORK under
         this  Agreement,  YORK  shall  pay  the  consideration  set out in this
         Article 4. The parties agree that any such payment shall be made to UM,
         and that UM shall thereafter allocate a portion of such payment to CCMB
         in accordance with the MICB Agreement.

4.2      YORK  shall pay a royalty  of [*]  percent  ([*]%) of all  SUBLICENSING
         REVENUE.

4.3      YORK shall further contribute to the University for the Inventor or his
         laboratory CDN$ 100,000.00 in funding of SPONSORED  RESEARCH in each of
         the 2000,  2001 and 2002  calendar  years,  as noted in  Exhibit 3. The
         SPONSORED  RESEARCH  shall  be  conducted  by Dr.  Brandes  or by other
         researchers,  faculty,  staff and employees of UM or CCMB working under
         the direct supervision and control of Dr. Brandes.

4.4      In the event sales are achieved by YORK or its AFFILIATE independently,
         and not  either  by a  SUBLICENSEE  or by YORK or its  AFFILIATE  for a
         SUBLICENSEE,  YORK shall pay   a royalty  of [*] percent  of NET  SALES

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4.5      YORK  shall  retain  Therudex  Inc.  as  consultant  according  to  the
         agreement in Exhibit 2. 5 COMMERCIALIZATION AND FURTHER RESEARCH

5.1      Upon  execution  of this  Agreement,  YORK either  acting for itself or
         through a SUBLICENSEE shall ensure that reasonable  commercial  efforts
         are used, in relation to the LICENSED PRODUCT, to:

         a)   file a request for a transfer of the active  Canadian IND within 3
              months;

         b)   identify a manufacturer of drug substance within 6 months;

         c)   identify a manufacturer of drug product within 12 months;

         d)   file an IND for randomized Phase II trial within 18 months;

         e)   initiating a randomized Phase II clinical trial in a first country
              in the LICENSED TERRITORY within twenty four months;

        all from the date of this Agreement, and to

         f)   investigate   the   use  of  DPPE  in   combination   with   other
              chemotherapeutic   agents  and  other  types  of  malignancies  if
              warranted; and

         g)   use all reasonable  efforts to ensure that the LICENSED PRODUCT is
              efficiently  marketed and  distributed  in the LICENSED  TERRITORY
              within five (5) years of the date of this Agreement

5.2      UM and CCMB  shall  disclose  and  provide  to YORK,  and YORK shall be
         entitled to use,  ASSETS to enable YORK to perform its  obligations and
         enjoy the  rights  granted  under  this  Agreement.  UM and CCMB  shall
         provide  to  YORK,  at  YORK's  request  and  expense,   any  technical
         assistance  reasonably  necessary to enable YORK or its  SUBLICENSEE to
         make, use, sell, sublicense or otherwise dispose of LICENSED PRODUCT.

5.3      INFORMATION,  MATERIAL  and PATENTS  that arise during the term of this
         Agreement shall be treated as follows:  INFORMATION  and MATERIAL,  and
         PATENTS  therefor,  generated  or  invented  during  the  term  of this
         Agreement by persons engaged in the SPONSORED RESEARCH, and ASSETS that


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         are  related to DPPE and are owned and  controlled  by UM and/or  CCMB,
         shall be hereby licensed exclusively to YORK under terms and conditions
         stipulated in this Agreement

5.4      INFORMATION  and MATERIAL,  and any PATENTS  thereforrelating  to DPPE,
         that are generated  and/or  invented  jointly by persons engaged in the
         SPONSORED  RESEARCH and by YORK or its employees or consultants  during
         the term of this  Agreement  shall be owned  jointly by UM and CCMB and
         YORK and  constitute  an ASSET.  UM and CCMB's  interest  in this ASSET
         shall be  hereby  licensed  exclusively  to YORK  under  the  terms and
         conditions stipulated in this Agreement.

5.5      INFORMATION  and  MATERIAL and any PATENTS  therefore  relating to DPPE
         that during the term of this Agreement are generated or invented solely
         and  independently  by YORK  shall  belong  solely  to YORK  and  shall
         constitute YORK PATENTS.  UM and CCMB shall have the right to use these
         YORK PATENTS for research  purposes,  under the terms and conditions of
         this Agreement.

5.6      For the purpose of this Article 5,  determination of inventorship shall
         be determined in accordance with United States patent law.

5.7      UM,  CCMB and YORK  shall  receive  and  maintain  all  disclosures  of
         know-how,  inventions and other intellectual property information under
         this Agreement, and any other information about the business or affairs
         of the other relating to the ASSETS, the YORK PATENTS or the Agreement,
         in  confidence  and shall not at any time  disclose  any such  received
         information to persons other than their AFFILIATES, officers, employees
         and  advisers.  The  disclosure  of  such  information  by  YORK  to  a
         SUBLICENSEE  or  prospective  SUBLICENSEE  or  to a  person  or  entity
         contracted by YORK to research and/or develop  LICENCED PRODUCT or to a
         person or entity for bona fide business  purposes,  including bona fide
         financing   of  YORK,   who  has   agreed  to  keep  such   information
         confidential, is permitted by this Agreement. Each party shall take all
         reasonable steps to ensure that their respective AFFILIATES,  officers,
         employees and advisers  maintain the obligations of confidence  imposed
         on UM and CCMB and YORK. The  obligations of  confidentially  shall not
         apply to any information which:

         a)   was  already  known  to the  receiving  party  at the  time of its
              disclosure by the disclosing party;


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         b)   has been published or is otherwise  within the public knowledge or
              is  generally  known to the  public  without  any  breach  of this
              Agreement;


         c)   became  known or available  to the  receiving  party from a source
              having the right to make such  disclosure to the  receiving  party
              without breach of a secrecy  agreement and without  restriction on
              such disclosure to the receiving party;

         d)   is  disclosed  to the  public as a result of  compliance  with any
              applicable law or regulation;

         e)   is disclosed as the result of any applications for, or publication
              of, a patent related to ASSETS;

         f)   is required to be disclosed to the  Manitoba  Lieutenant  Governor
              Council; or

         g)   is  developed  by the  receiving  party  without  reference to the
              disclosed information as evidenced by written records.

5.8      Before any permitted  publishing of any INFORMATION,  the parties shall
         disclose the  INFORMATION to each other and give each other at least 30
         days prior written notice of the proposed publication, and during those
         30 days,  the parties  shall remove from the proposed  publication  all
         information which any party considers to be confidential.  If any party
         requires  more time to protect  INFORMATION  contained  in the proposed
         publication  the other  party  shall  withhold  the  publication  for a
         further 60 days.  Notwithstanding the above, each party may in its sole
         discretion withhold permission to publish INFORMATION.  The parties are
         however always entitled to disclose information which they are required
         by law,  regulation,  act or order  of any  governmental  authority  to
         disclose, but only to the extent so required.

5.9      The  parties  have  agreed  on a  research  and  development  plan  for
         SPONSORED  RESEARCH  that is directed by the parties on an annual basis
         and is set out in Exhibit 3 as may be amended from time to time.

6        SUBLICENSING AND ASSIGNMENT

6.1      As per  Section 3.3 YORK shall have the right to grant  sublicenses  to
         arms length third parties who are not Affiliates Such  sublicenses may,
         at YORK's sole election,  be either exclusive or non-exclusive.  At all
         times  YORK shall  enforce  and defend the rights of UM and CCMB in any
         such sublicenses as set forth in this Agreement.

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6.2      Unless  otherwise  agreed in writing,  YORK may, after having fulfilled
         its  obligations  according  to Clauses 5.1 a) and b) above,  wholly or
         partly assign or pledge its rights or obligations  under this Agreement
         subject to the terms and conditions set out in Section 12.1 below.

6.3      YORK  shall  provide  UM and CCMB  with a true  copy of all  agreements
         regarding  sub-licensing,  assignment or disposal of the rights granted
         to YORK under this Agreement.

7        PAYMENTS

7.1      Not later  than the last day of July and  January  of each  year,  YORK
         shall furnish to UM and CCMB a written statement of milestones achieved
         by YORK and of all NET SALES and SUBLICENSING REVENUE received, if any,
         due for the  semi-annual  periods  ended  the last days of the June and
         December, respectively, and shall pay all amounts due. Such amounts are
         due  within  the  earlier  of (a)  thirty  (30)  days of the  dates the
         statements or (b) the last day of August (when dealing with a statement
         for the  semi-annual  period ending on the last day of the  immediately
         preceding  June) or the  last  day of  February  (when  dealing  with a
         statement  for the  semi-annual  period  ending  on the last day of the
         immediately  preceding  December).  If no  NET  SALES  or  SUBLICENSING
         REVENUE is received by YORK during any semi-annual  periods,  a written
         statement to that effect shall be furnished.

7.2      If this  Agreement  is  terminated  for any  reason  before  all of the
         payments  herein provided for have been made, YORK shall submit a final
         report  as soon  as all  revenue  reporting  is  available  and pay any
         remaining unpaid balance which has accrued.

7.3      Payment  provided  for in this  Agreement,  when  overdue,  shall  bear
         interest at a rate per annum  equal to five  percent (5 %) in excess of
         the prime rate at the Canadian Imperial Bank of Commerce (CIBC)

8        PATENT RIGHTS AND PATENT INFRINGEMENT

8.1      The  filing,  prosecution,  defense,  maintenance  and  enforcement  of
         PATENTS  shall  be  managed  by YORK,  which  shall  diligently  pursue
         prosecution of the PATENTS.  It shall be the  responsibility of YORK to


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         advise UM and CCMB of the status of the PATENTS,  and to involve UM and
         CCMB in all portfolio management  decisions.  YORK shall be responsible
         for all fees and  expenses  that are  incurred in  connection  with the
         preparation,   filing,   prosecution,   maintenance   and  defence  and
         enforcement  of  PATENTS  necessary  for  the  exploitation  of  ASSETS
         according  to this  Agreement.  YORK shall have the right,  in its sole
         discretion,  to elect  not to file,  prosecute,  maintain,  defend  and
         enforce the PATENTS in one or more countries.  With respect to any such
         non-elected  PATENTS,  YORK  shall  have no  rights  thereunder  in the
         country so elected, it shall so advise UM and CCMB on a timely basis so
         UM and CCMB can pursue such PATENTS,  and UM and CCMB thereafter  shall
         have the  exclusive  right to file,  prosecute,  maintain,  defend  and
         enforce the PATENTS in that country at its expense,  provided  that the
         filing,  prosecuting,  maintainence,  defence  or  enforcement  of  the
         PATENTS in that country does not  compromise  the validity,  defence or
         enforceability of the PATENTS in any other elected country..

8.2      Each party  shall be  entitled  to receive  for  comment  copies of all
         patent applications  relating to PATENTS and correspondence,  including
         status  reports  relating  to  the  prosecution,   maintenance,  issue,
         re-issue, re-examination or division of these patent applications.

8.3      If YORK or UM and CCMB is sued by a third party for patent infringement
         arising from the  SPONSORED  RESEARCH or because of the exercise of the
         license granted herein, YORK shall settle or defend the suit at its own
         expense,  but UM and CCMB shall  cooperate  to the  fullest,  at YORK's
         expense, in the conduct of any such settlement or defense.

8.4      In the event that any  infringement  of any of the PATENTS comes to the
         attention of either party hereto,  such party shall promptly notify the
         other party thereof.  YORK or its SUBLICENSEE  shall have the right but
         not the obligation to undertake an infringement  suit at YORK's expense
         and in the name of UM and CCMB or YORK or both,  as required by law. In
         such  event,  UM and  CCMB  shall  cooperate  fully  with  YORK  or its
         SUBLICENSEE,  at no expense  to UM and CCMB.  YORK shall not settle any
         such suit without  obtaining the prior written approval of UM and CCMB,
         which shall not be unreasonably withheld. Any recovery obtained by YORK
         as the result of such proceeding, by settlement or otherwise,  shall be
         applied for the  following  purposes and in the  following  order:


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         (1)  against  legal  and  other  expenses  of  the  suit,  (2)  against
         liabilities  of YORK or UM or CCMB  resulting from the suit, and (3) to
         UM and CCMB in accordance with Article 4.2, wherein such money shall be
         considered SUBLICENSING REVENUE.

9        REPRESENTATIONS AND WARRANTIES

9.1      UM and CCMB represent and warrant, to their knowledge:

         a) that the Inventor is the sole inventor of the  inventions  described
         and  claimed in the patents  listed in Exhibit 1 and that the  Inventor
         has assigned such invention to UM and CCMB.

         b) i) that they have not,  either alone or  together,  entered into any
         agreement  regarding  the  LICENSED  PRODUCT,  whether  in  writing  or
         verbally,  with any other person that is inconsistent with the terms of
         this Agreement; and

              ii) that the B-M agreement described in preamble paragraph 1.4 has
         been terminated.

        c) that UM and CCMB have the capacity  and  authority to enter into this
        Agreement,  subject to CCMB  obtaining  approval of the licensing of the
        PATENTS to York from the Manitoba Lieutenant Governor in Council.

9.2      YORK  represents and warrants that it has the capacity and authority to
         enter into this Agreement.

9.3     Except  as set out in  Section  9.1,  UM and  CCMB  make no  warranties,
        express or  implied,  as to any  matter  whatsoever  including,  without
        limitation:

         a)   the condition of the ASSETS;

         b)   the  ownership,  merchantability,  or  fitness  for  a  particular
              purpose of the ASSETS; or


                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 14 (35)


         c)   the scope of the PATENTS or that such  PATENTS may be exploited by
              YORK or a SUBLICENSEE without infringing other patents

9.4      None of the Inventor, UM or CCMB shall have any liability whatsoever to
         YORK or any other  person  for or on account of any  injury,  loss,  or
         damage, or any kind of nature,  sustained by, or any damage assessed or
         asserted  against,  or any other liability  incurred by or imposed upon
         YORK or any  other  person,  arising  out of or in  connection  with or
         resulting from (1) activities  under Section 5.1, (2) the  manufacture,
         use, or sale of any LICENSED  PRODUCT;  or (3) any advertising or other
         promotional  activities with respect to any of the foregoing,  and YORK
         shall hold UM , CCMB,  and the Inventor  harmless and indemnify them if
         any one of them is held liable.  YORK's  obligation to indemnify  shall
         not  apply if UM and CCMB has  caused  injury,  loss or damage by gross
         negligence  or  breach  of  any of the  representations  or  warranties
         contained in Section 9.1 above.

9.5      YORK,  at its own  expense  and at all  times  during  the term of this
         Agreement,   will  carry  and   maintain   in  full  force  and  effect
         comprehensive general liability insurance,  including product liability
         provisions,   in  a  form  and  with  a  carrier   acceptable   in  the
         pharmaceutical  industry. The limits of such policy shall be sufficient
         at all times for YORK's then current  activities  under this Agreement,
         and customary  for YORK's  business  within the industry.  UM, CCMB and
         Inventor shall be named as an additional  insured on such insurance and
         the  carrier  shall be  required to agree,  where  enforceable,  not to
         cancel  same  without   providing  60  days  prior  written  notice  of
         cancellation  to  such  additional  insured  entities.  Certificate  of
         Insurance  as evidence  of  compliance  with this  Section 9.5 shall be
         provided annually to each UM, CCMB and Inventor.

10       TERM AND TERMINATION

10.1     This  Agreement  shall  commence  on the  Effective  Date  and,  unless
         terminated sooner, in accordance with the terms hereof, shall remain in
         force  as long as any  PATENT  is  valid  in any  part of the  LICENSED
         TERRITORY.

10.2     In the event either party shall be in default in the performance of any
         of its material obligations hereunder, including but not limited breach
         of representation or warranty, and if the default has not been remedied
         within  ninety (90) days  following  the date of receipt of a notice in

                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 15 (35)


         writing from the other party  specifying  such default and its claim of
         right to  terminate,  the other party may terminate  this  Agreement by
         written notice in addition to any other remedies available to it by law
         or equity

10.3     Either  party shall have the right to  terminate  this  Agreement  with
         immediate  effect if the other  party  should  enter into  liquidation,
         either  voluntary  or  compulsory,  or  become  insolvent,  or  enter a
         corporate  reorganization  proceedings or if execution be levied on any
         goods and effects of the other party or the other  party  should  enter
         into receivership or bankruptcy.

10.4     YORK may voluntarily  terminate this  Agreement,  without cause, at any
         time  on  ninety  (90)  days  written  notice  providing  there  is  no
         SUBLICENSEE. Termination will take effect immediately at the end of the
         notice period.  If YORK voluntarily  terminates  within the first three
         (3)  years  of the  Agreement  then  YORK  covenants  that it will  not
         develop,  sponsor  research or market any product in the LICENSED FIELD
         for a period of five (5) years post-termination.  In this event, UM and
         CCMB shall be free to pursue other commercial  opportunities related to
         the ASSETS as they shall solely determine.

10.5     Upon the  termination  of this  Agreement by UM and CCMB under Sections
         10.2 or 10.3, or by YORK under Section 10.4,

         a)   YORK and its  AFFILIATES  shall make no further use of the ASSETS.
              YORK shall  discontinue  to use and  exploit  the ASSETS and shall
              promptly   return   all   paper,    data,    drawings,    manuals,
              specifications,  descriptions and material of any kind supplied to
              it by UM and CCMB hereunder.  YORK shall,  when  transmitting such
              material,  acknowledge  in  writing  that the  documentation  thus
              transmitted  is complete  and that YORK does not retain any copies
              thereof.

         b)   UM,  CCMB  and  Inventor  shall  make no  further  use of the YORK
              PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's
              INFORMATION  and YORK's  MATERIAL  and shall  promptly  return all
              paper, data, drawings, manuals,  specifications,  descriptions and
              material of any kind  supplied to it by YORK  hereunder.  UM, CCMB
              and Inventor shall, when  transmitting such material,  acknowledge
              in writing that the documentation thus transmitted is complete and
              that UM, CCMB and Inventor do not retain any copies thereof.

                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 16 (35)


10.6     This Article 10 and the following rights and obligations  shall survive
         any termination of this Agreement to the degree necessary to permit the
         fulfillment or discharge by each party of their rights and  obligations
         noted below;

         a)   YORK's obligation to supply a final report as specified in Article
              7.2 of this Agreement.

         b)   UM's  right to receive or  recover  and YORK's  obligation  to pay
              amounts accrued at the date of termination under Article 4 of this
              Agreement.

         c)   YORK's  obligation  to maintain  records  and make them  available
              under Section 11.1 of this Agreement.

         d)   The representations, warranties and indemnities under Article 9 of
              this Agreement.

10.7     The obligations of  confidentiality  as provided in this Agreement will
         survive  termination  of this  Agreement for a period of five (5) years
         post  termination,  except where  termination  occurs due to default by
         York under  Section 10.2 or the  liquidation,  insolvency  or corporate
         reorganization or enter into receivership or bankruptcy as described in
         Section  10.3  above in which  case UM and CCMB  shall  have no further
         obligations to YORK, including those under Article 5.

10.8    Notice  of  termination  shall be  effectively  served on YORK only when
        written notice of termination is received from both UM and CCMB.

11       RECORDS

11.1     YORK shall keep accurate  records  relating to all matters  relevant to
         this Agreement  (including  payments due hereunder) and shall permit UM
         and CCMB or its duly  authorized  representative  to  inspect  all such
         records  and to make  copies of or extracts  from such  records  during
         regular business hours and on reasonable  notice throughout the term of
         this Agreement and for a period of six (6) years thereafter. YORK shall
         fully  co-operate at such  inspection  and shall give any  explanations
         that  may  be  requested.   If  any  such   inspection   discloses  any
         underpayment  of royalties,  YORK shall  promptly pay the amount of any

                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 17 (35)


         shortfall  plus  interest at the rate  determined  in  accordance  with
         Section  7.3 hereof  from the date such  payment was due until the date
         that YORK pays the shortfall.

11.2     YORK shall at each time of payment of  royalties  render a report to UM
         and CCMB including copies of the SUB-LICENSEES  reports to YORK, giving
         an accurate  account of total  manufacture and sale of LICENSED PRODUCT
         and SUBLICENSING REVENUES during the preceding two (2) quarters.

12       ASSIGNABILITY

12.1     Subject to the other party's  prior  written  consent the parties shall
         have the right to assign this  Agreement  together  with all rights and
         obligations  herein  to any other  person.  Such  consent  shall not be
         unreasonably  withheld or delayed  provided the terms and conditions of
         the  Agreement  of  assignment  are  consistent   with  the  terms  and
         conditions of this Agreement.  Notwithstanding the foregoing YORK shall
         always  be  entitled  to  assign  its  rights  and  obligations  to  an
         AFFILIATE.  YORK shall the  fulfilment by an AFFILIATE of the terms and
         conditions of this Agreement.

13       SEVERABILITY

13.1     The  parties  agree  that  if any  part,  term,  or  provision  of this
         Agreement  shall  be  found  illegal  or in  conflict  with  any  valid
         controlling law, the validity of the remaining  provisions shall not be
         affected thereby.

14       USE OF LICENSOR'S NAME

14.1     YORK  shall not use the UM or CCMB name or  trademark,  nor the name of
         any employee or agent,  in any  advertising or promotional  material or
         publicity  release  relating  to the  ASSETS or the  LICENSED  PRODUCTs
         without UM and CCMB prior written consent.

15       WAIVER, INTEGRATION, ALTERATION

15.1     The  waiver of a breach  hereunder  may be  effected  only by a written
         document  signed by the waiving party and shall not constitute a waiver
         of any other breach.

                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 18 (35)


15.2     A provision of this Agreement may be altered only by a written document
         signed by both the parties.

16       DISPUTE RESOLUTION

16.1     If the parties are unable to resolve  any  dispute  arising  under this
         Agreement,  such matter shall first be referred for  resolution  to the
         Presidents  of UM and CCMB and YORK. In the event that no resolution is
         reached  within  10  business  days,  or  such  further  period  as the
         Presidents  may  mutually  agree,  resolution  of the dispute  shall be
         determined  by  arbitration  to be  held  in the  English  language  in
         Manitoba , in accordance with Manitoba Law.

17       APPLICABLE LAW

17.1     This Agreement  shall be governed and construed in accordance  with the
         laws of Manitoba.

18       NOTICES UNDER THE AGREEMENT

18.1     All written  communications  and notices  between the parties  shall be
         delivered  or sent  by  prepaid  mail,  registered  mail  or  facsimile
         transmission  to the attention of the party at the  addresses  provided
         below,  or any other  addresses  of which either party shall notify the
         other  party in writing.  Notices  sent by prepaid or  registered  mail
         shall be effective on the date  delivered and notices sent by facsimile
         shall be effective on the date transmitted.

         If to YORK:      The President
                          York Medical Inc.

                          5045 Orbitor Drive, Building 11, Suite 400
                          Mississauga, Ontario L4W 4Y4
                          Facsimile: (905) 629-4959

18.2     If to UM:        The University of Manitoba
                          Rm. 202 Administration Building
                          Winnipeg, Manitoba   R3T 2N2
                          ATTN:    Vice-President (Administration)
                          Facsimile:  (204) 261-1318


                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 19 (35)



With copy to:             University Industry Liaison Office
                          The University of Manitoba
                          631 Drake Centre, 181, Freedman Crescent
                          Winnipeg, Manitoba   R3T 5V4
                          Facsimile:  (204) 261-3475

18.3     If to CCMB:      CancerCare Manitoba
                          675 McDermot Ave.,
                          Winnipeg, Manitoba  R3E 0V9
                          ATTN: President and CEO
                          Facsimile:  (204) 787-1184

19       EXTENDED MEANING

19.1     The use of the singular in this Agreement  shall include the plural and
         vice versa.

20       FORCE MAJEURE

20.1     The parties shall be relieved  from  liability for a failure to perform
         any  obligation  under this  Agreement  during  such  period and to the
         extent  that the due  performance  thereof by either of the  parties is
         prevented  by reason of any  circumstance  beyond  the  control  of the
         parties,  such as war,  warlike  hostilities,  mobilization  or general
         military  call-up,  civil war, fire,  flood or other  circumstances  of
         similar nature.

20.2     The  party  desiring  to invoke an event of force  majeure  shall  give
         immediate  notice  to the  other  party  of the  commencement  and  the
         cessation of such event of force majeure, failing which the party shall
         not be discharged from liability for any non-performance caused by such
         event of force majeure.

20.3     Both parties  shall make all  reasonable  efforts to prevent and reduce
         the effect of any  non-performance of this Agreement caused by an event
         of force majeure.

                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 20 (35)


21       CURRENCY

21.1     All amounts due under this Agreement shall be paid in Canadian currency
         and shall be calculated into Canadian  currency using the exchange rate
         published  in the Wall  Street  Journal on the date that the payment is
         due.

22       ENTIRE AGREEMENT

22.1     This Agreement represents the entire understanding between the parties,
         and supersedes all other  agreements,  express or implied,  between the
         parties concerning subject matter of this Agreement.


                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 21 (35)


IN WITNESS  WHEREOF the parties  have  caused this  Agreement  to be executed by
their duly  authorized  officers on the  respective  dates and at the respective
places hereinafter set forth.


<TABLE>
<CAPTION>
<S>                                                   <C>
Mississsauga 10 /10   2000                            Winnipeg 2 /11   2000
YORK MEDICAL INC.                                     University of Manitoba


 "David GP Allan"                                     "M. McAdam"
-------------------------------------------           -----------------------------------------
By: Mr. David G.P. Allan                              By:  Mr. M. McAdam
Title: Chairman and Chief Executive Officer           Title: Vice-President, Administration
At: Mississauga, Ontario                              At: Winnipeg, Manitoba

                                                      THE MANITOBA CANCER TREATMENT AND RESEARCH
                                                      FOUNDATION, carrying on its undertaking as
                                                      CANCERCARE MANITOBA

      "Niclas Stiernholm"                                       " B. Schacter "
---------------------------------------               -----------------------------------------
By: Dr. Niclas Stiernholm                             By: Dr. B. Schacter
Title: Director, Science & Technology                 Title: President & CEO
At: Mississauga, Ontario                              At: Winnipeg, Manitoba
</TABLE>


I, the  undersigned  party,  acknowledge and fully accept the provisions of this
Agreement.

I also represent and warrant, to my knowledge, that:

a)   I am the sole  inventor  of the  inventions  described  and  claimed in the
     patents listed in Exhibit 1 and that I have assigned such  inventions to UM
     and CCMB; and

b)   I have not entered  into any  agreement  regarding  the  LICENSED  PRODUCT,
     whether in writing or verbally, that is inconsistent with the terms of this
     Agreement.

Winnipeg  13 /10    2000

    " Lorne J.  Brandes"
-------------------------------
By: Dr. Lorne J.  Brandes
Title: Professor
At: Winnipeg, Manitoba


                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 22 (35)



EXHIBIT 1

PATENT TECHNOLOGY 80.02.113

IMPROVED TREATMENT METHOD FOR CANCER

<TABLE>
<CAPTION>
<S>                  <C>               <C>                 <C>                 <C>
+------------------+------------------+-------------------+-------------------+----------------+
|  FILE            |  COUNTRY         |  STATUS           |   SER./PAT.#      |    ATTORNEY    |
|                  |                  |                   |                   |    REFERENCE   |
+==================+==================+===================+===================+================+
|  80.02.113.20    | Canada           | Issued 08/10/99   |  2,098,593        |   1887-80      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.21     | Australia        | Issued 04/02/96   |  664,978          |   1887-82      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.5      | Japan            | Issued 10/09/97   |  2,706,371        |   1887-83      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.22     | Korea            | Abandoned         |  93-701846        |   1887-84      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.17     | Austria          | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.27     | Switzerland      | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.10     | Germany          | Issued 12/07/94   |  P69103908.9-08   |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.13     | Denmark          | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.11     | Spain            | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.16     | UK               | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.25     | Luxembourg       | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.18     | Netherlands      | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.26     | Sweden           | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.19     | Belgium          | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.15     | France           | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.12     | Greece           | Issued 12/07/94   |  3014012          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.24     | Italy            | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.28     | Monaco           | Issued 09/07/94   |  0563127          |   1887-81      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.4      | US               | Abandoned         |  627,863          |   1887-39      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.4      | US               | Abandoned         |  711,975          |   1887-69      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.4      | US               | Issued 08/25/98   |  5,798,339        |   1887-79      |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.7      | US               | Issued 04/08/97   |  5,618,846        |   1887-134     |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.6      | US               | Issued 05/05/98   |  5,747,543        |   1887-133     |
+------------------+------------------+-------------------+-------------------+----------------+
| 80.02.113.8      | US               | Issued 01/12/99   |  5,859,065        |   1887-184     |
+------------------+------------------+-------------------+-------------------+----------------+
</TABLE>


                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 23 (35)


PATENT TECHNOLOGY 80.02.113

IMPROVED TREATMENT METHOD FOR CANCER CONTINUED

<TABLE>
<CAPTION>
<S>                  <C>                <C>                       <C>              <C>
+-------------------+------------------+-------------------------+----------------+--------------+
|  FILE             |  COUNTRY         | STATUS                  |  SER./PAT.#    |   ATTORNEY   |
|                   |                  |                         |                |  REFERENCE   |
+===================+==================+=========================+================+==============+
| 80.02.113.2       | PCT              | Entered National Phase  |  CA91/00449    |    1887-68   |
+-------------------+------------------+-------------------------+----------------+--------------+
| 80.02.113.3       | Europe           | Issued in Indiv.        |  0563127       |    1887-81   |
|                   |                  | Countries 09/07/94      |                |              |
+-------------------+------------------+-------------------------+----------------+--------------+
| 80.02.113.9       | US               | Abandoned               |  09/200,783    |   1887-190   |
+-------------------+------------------+-------------------------+----------------+--------------+
| 80.02.113.14      | Brazil           | Not Pursued             |                |              |
+-------------------+------------------+-------------------------+----------------+--------------+
</TABLE>


PATENT TECHNOLOGY 80.02.171
CANCER TREATMENT

<TABLE>
<CAPTION>
<S>                  <C>               <C>                 <C>                 <C>
+------------------+-------------------+-------------------------+-------------------+-----------------+
|  FILE            |   COUNTRY         |   STATUS                |    SER./PAT.#     |     ATTORNEY    |
|                  |                   |                         |                   |     REFERENCE   |
+==================+===================+=========================+===================+=================+
| 80.02.171.4      |   PCT             |  Entered Natl. Phase    |    CA94/00087     |      1887-95    |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.5      |   Japan           |  Issued 12/09/98        |    2,834,328      |      1887-147   |
|                  |   Japan           |  Pending                |    167/98         |      1887-185   |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.6      |   US              |  Under review at        |    08/505,269     |      1887-148   |
|                  |                   |  Patent Office          |                   |                 |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.7      |   Canada          |  Under review at        |    2,156,162      |      1887-151   |
|                  |                   |  Patent Office          |                   |                 |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.8      |   Australia       |  Under review at        |    14804/97       |      1887-179   |
|                  |                   |  Patent Office          |                   |                 |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.9      |   Europe          |  Under review at        |    94906813.4     |      1887-150   |
|                  |                   |  Patent Office          |                   |                 |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.10     |   Brazil          |  Potential Application  |                   |      1887-95    |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.11     |   Korea           |  Abandoned              |    95-703444      |      1887-146   |
+------------------+-------------------+-------------------------+-------------------+-----------------+
| 80.02.171.12     |   US              |  Under review at        |    08/773,987     |      1887-174   |
+------------------+-------------------+-------------------------+-------------------+-----------------+
|                  |                   |  Patent Office          |                   |                 |
| 80.02.171.13     |   Australia       |  Issued 02/17/94        |    693,780        |      1887-149   |
+------------------+-------------------+-------------------------+-------------------+-----------------+
</TABLE>


                                                                    CONFIDENTIAL

<PAGE>

                                                                    Page 24 (35)


PATENT TECHNOLOGY 80.02.194

METHOD OF TREATMENT OF HORMONE-UNRESPONSIVE METASTATIC PROSTATE CANCER

<TABLE>
<CAPTION>
<S>                 <C>                 <C>                         <C>                  <C>
+------------------+----------------+-----------------------+-----------------+----------------+
| FILE             |  COUNTRY       |  STATUS               |   SER./PAT.#    |   ATTORNEY     |
|                  |                |                       |                 |   REFERENCE    |
+==================+================+=======================+=================+================+
| 80.02.194.1      |  US            |  Issued 07/11/95      |   5,432,168     |    1887-93     |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.2      |  PCT           |  Entered Natl. Phase  |   CA94/00676    |    1887-119    |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.4      |  Canada        |  Under review at      |   2,179,377     |    1887-161    |
|                  |                |  Patent Office        |                 |                |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.5      |  Korea         |  Abandoned            |   96-703457     |    1887-162    |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.6      |  Europe        |  Under review at      |   95902723.6    |    1887-165    |
|                  |                |  Patent Office        |                 |                |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.7      |  Japan         |  Published            |   517694/95     |    1887-163    |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.8      |  Australia     |  Issued 04/01/99      |   699,798       |    1887-166    |
+------------------+----------------+-----------------------+-----------------+----------------+
| 80.02.194.9      |  US            |  Issued 01/26/99      |   5,863,912     |    1887-164    |
+------------------+----------------+-----------------------+-----------------+----------------+
</TABLE>

                                                                    CONFIDENTIAL
<PAGE>


                                                                    Page 33 (35)


EXHIBIT 3

SPONSORED RESEARCH

PAYMENT SCHEDULE: Annually, in advance

RESEARCH PLAN:

Our synthesis of DPPE,  an  arylalkylamine  derivative  of tamoxifen,  led us to
characterize  microsomal  and  nuclear  sites,  designated  HIC , through  which
histamine  acts as an  intracellular  mediator,  and  DPPE as an  inhibitor,  of
diverse cell processes,  including human platelet aggregation and proliferation,
e.g. lymphocyte mitogenesis. A major proportion, at least, of the microsomal HIC
sites with which  Histamine  and DPPE  interact,  are on  cytochromes  P450,  an
important  family of microsomal  enzymes that are present in all cells, but most
abundant  in  the  liver.  These  enzymes  are  involved  in the  metabolism  of
xenobiotics  (including  many  antineoplastic  agents) and  natural  substrates,
including  lipid  hormones  that  modulate  gene  function and cell  growth.  In
previously   published  studies,   we  demonstrated  that,  like  DPPE,  various
growth-modulatory  substances such as polyamines,  hormones (including estrogen,
testosterone  and   progesterone),   anti-hormones   (including   tamoxifen  and
flutamide) antidepressants and antihistamines,  all inhibit histamine binding to
P450; we have postulated that, through binding to the heme moiety, intracellular
histamine  regulates cell function by modulating the catalytic  activity of P450
enzymes, an action that may be perturbed by endogenous and exogenous substances.
Since the family of non-P450  heme enzymes (e.g.  cytochrome C,  cyclooxygenase,
nitric  oxide  synthase)  also  may  represent  common  targets  where  multiple

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bioamines, hormones and drugs (e.g.DPPE) interact to influence cell function and
growth,  studies funded over 3 years through a grant by York Medical, Inc., will
assess  whether (a) in addition to  histamine,  the  biogenic  amines  dopamine,
serotonin and  noradrenaline,  as well as  melatonin,  may bind to P450 isozymes
and/or  interact at other heme  enzymes  that  modulate  cell  function  and (b)
whether DPPE and other  growth-modulatory  drugs,  hormones and antihormones may
bind  to/interact  with the various amines and with each other at P450 and other
heme enzymes.




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                                                                    Page 35 (35)




EXHIBIT 4


YORK PATENTS





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