EXHIBIT 10.1

                              ASSIGNMENT AGREEMENT

                      DATED THIS 31ST DAY OF OCTOBER, 2000.

BETWEEN:

         AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. , a Nevada Corporation, with
business  offices  at 1475  Terminal  Way,  Suite  E,  Reno,  NV,  89502 - 3225.
("Assignor")

AND:

         IMMULABS CORPORATION, a Colorado Corporation,  with business offices at
15945 Quality Trail N., Scandia, MN 55073. ("Assignee")

WHEREAS:

a) Pursuant to an Option Agreement ("Option  Agreement"),  the Assignor has been
assigned all right,  title and  interest to acquire  Quest  Research  Group Inc.
("Quest") and the technologies produced by Quest (collectively, the "Rights").

b) Pursuant  to a Stock  Acquisition  Agreement,  the  Assignor  has  acquired a
significant majority interest in the ownership of the Assignee (the "Interest").

c) The Assignor wishes to assign,  and the Assignee  wishes to be assigned,  all
the Rights, for good and valuable consideration.

d) Given the Interest of the  Assignor,  the  Assignor  believes it to be in its
best interest to enter into this Assignment.

e) Given the commercial  potential of the Rights, the Assignee believes it to be
in its best interest to enter into this Assignment.



NOW THEREFORE WITNESSETH:

That in consideration of the premises, covenants,  agreements,  representations,
warranties and payments herein  contained,  and the sum of $10.00 (ten dollars),
the receipt and sufficiency of which is hereby acknowledged,  the parties hereto
covenant and agree as follows:

1.       The Assignor hereby transfers and assigns all right, title and interest
         under the Option Agreement to the Assignee.

2.       This Assignment Agreement  constitutes the entire agreement between the
         parties and there are no  representations  or warranties,  expressed or
         implied,  statutory or otherwise,  other than those expressly set forth
         herein.

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

4.       This Assignment  Agreement may be executed in several parts in the same
         form and such parts so executed  shall together shall form one original
         agreement, and such parts, if more than one, shall be read together and
         construed as if all the signing parties hereto had executed one copy of
         this Assignment Agreement.

5.       The  parties  hereto  agree  that in the event of any  disagreement  or
         dispute  between them they shall first attempt to remedy the dispute be
         mediation or arbitration. In the event that the parties cannot agree to
         the  appointment  of an  independent  mediator or  arbitrator  then the
         parties hereto will accept the  appointment of a mediator or arbitrator
         appointed  by the Court.  If the  dispute  cannot be  remedied  through
         mediation or arbitration  then the dispute shall be resolved by a Court
         of competent jurisdiction.

In witness  whereof,  the  parties  hereto  have  agreed to and have caused this
Assignment  Agreement  to be  executed  effective  as of the  date  first  above
written.

Authorized Signatures:


Aggressive American Capital Partners, Inc.
Per:



-------------------------------------    -----------------------------
Bruce Deildal, Authorized Signatory                  Witness


Immulabs Corporation
Per:



-------------------------------------    ----------------------------
Benjamin Traub, Authorized Signatory                 Witness