Exhibit 10.66
ASSIGNMENT FOR SECURITY
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(TRADEMARKS)
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WHEREAS, Overhill Farms, Inc. (the "Assignor") has adopted, used and
is using the trademarks and service marks listed on the annexed Schedule 1A,
which trademarks and service marks are registered or applied for in the United
States Patent and Trademark Office (the "Trademarks");
WHEREAS, the Assignor has entered into a Security Agreement dated as
of December __, 1997 (the "Security Agreement") in favor of The Long Horizons
Fund, L.P. (the "Assignee");
WHEREAS, pursuant to the Security Agreement, the Assignor has assigned
to the Assignee and granted to the Assignee a security interest in all right,
title and interest of the Assignor in, to and under the Trademarks together with
the good-will of the business symbolized by the Trademarks and the applications
and restrictions thereof, and all proceeds thereof, including, without
limitation, any and all causes of action which may exist by reason of
infringement thereof (the "Collateral"), to secure the payment, performance and
observance of the Obligations (as defined in the Security Agreement);
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the Assignor does hereby convey, sell, assign, transfer
and set over unto the Assignee and grant to the Assignee a security interest in
the Collateral to secure the prompt payment, performance and observance of the
Obligations.
The Assignor does hereby further acknowledge and affirm that the
rights and remedies of the Assignee with respect to the Collateral are more
fully set forth in the Security Agreement, the terms and provisions of which are
hereby incorporated herein by reference as if fully set forth herein.
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly
executed by its officer thereunto duly authorized as of December __, 1997.
OVERHILL FARMS, INC.
By:
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Name:
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Title:
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STATE OF ___________
ss.:
COUNTY OF __________
On this ____ day of _______________, 1997, before me personally came
________________, to me known to be the person who executed the foregoing
instrument, and who, being duly sworn by me, did depose and say that he is the
________________ of Overhill Farms, Inc., a Nevada corporation, and that he
executed the foregoing instrument in the firm name of Overhill Farms, Inc., and
that he had authority to sign the same, and he acknowledged to me that he
executed the same as the act and deed of said firm for the uses and purposes
therein mentioned.
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SCHEDULE 1A TO ASSIGNMENT FOR SECURITY
(TRADEMARKS AND TRADEMARK APPLICATIONS)
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