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Assignment Of Intellectual Property

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EXHIBIT 10.11


ASSIGNMENT OF INTELLECTUAL PROPERTY


ASSIGNMENT OF INTELLECTUAL PROPERTY dated January 31, 1997, by and between Harry's Farmers Market, Inc., a Georgia corporation ("Assignor") having its
-------- principal office and place of business at 1180 Upper Hembree Road, Roswell, Georgia, and HFMI Trust, a Delaware business trust established pursuant to the Delaware Business Trust Act, as amended ("Assignee"), having its principal
-------- office and place of business in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890.


WHEREAS, Assignor owns all right, title, and interest in and to (i) the federal, state and foreign patents, trademarks (registered and unregistered) trademark applications, service marks (registered and unregistered), service mark applications, trade names, trade name rights and publicity rights, copyrights and copyright registrations, trade secrets and know-how and other proprietary rights and information set forth on Schedule 1 annexed hereto, (ii) all related recordations, registrations or other issued documentation and applications relating thereto worldwide, including those listed on Schedule 1 annexed hereto (collectively, the "Intellectual Property") and (iii) the
--------------------- goodwill of the business symbolized by the trademarks, service marks, trade names and logos included in the Intellectual Property;


WHEREAS, Assignee desires to acquire the entire right, title and interest in and to said Intellectual Property, (including all registrations or other issued documentation and applications therefor) and the goodwill of the business symbolized by the trademarks, service marks, trade names and logos included in the Intellectual Property;


WHEREAS, pursuant to the terms of a Transfer Agreement dated as of the date hereof between and among Assignor, Assignee and Newco Acquisition Corporation, a Delaware corporation ("Newco"), Assignor has agreed to transfer, assign, set
----- over and otherwise convey to Assignee, all right, title and interest of Assignor worldwide in the Intellectual Property and the goodwill of the business symbolized by the trademarks, service marks, trade names and logos included in the Intellectual Property;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby transfer, assign and otherwise convey to Assignee, all of Assignor's worldwide right, title and interest, in and to the following:


1. the Intellectual Property and all rights with respect to renewals and
similar rights; and


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