TRADEMARK ASSIGNMENT

This  Agreement  is  by  and  between  Overland Food Co., a Delaware corporation
("Assignor")  and  Neurochemical  Research  Corporation, a Tennessee corporation
("Assignee").

WHEREAS,  Assignor,  is  the  owner  of  that  trademarks identified as follows:

     a.  Trim-A-Way,  Registration  No.1,780,004,  issued  on  7/6/93.
     b.  QuitSystem,  Registration  No. 1,669,112, issued on 12/24/91 (issued to
Labco  Pharmaceuticals,  Inc.,  a Delaware corporation, and assigned to Overland
Food  Co.  as  of  April  4,  2002).
     c.  Anaplex  (unregistered;  assigned  by  Labco  Pharmaceuticals,  Inc., a
Delaware  corporation,  to  Overland  Food  Co.  as  of  April  4,  2002).

WHEREAS,  Assignee,  wishes to acquire the entire rights, title, and interest in
the  Trademarks.

NOW,  the  parties  agree  as  follows:

1.  Assignment  Assignor  does hereby irrevocably assign to Assignee all rights,
title,  and interest (including but not limited to, all registration rights with
respect  to the Trademarks, all rights to prepare derivative marks, all goodwill
and  all  other  rights),  in  and  to  the  Trademarks.

2.  Consideration.  In  consideration for the assignment set forth in Section 1,
Assignor  shall  pay  Assignee  the sum of $100, payment and receipt of which is
hereby  acknowledged.

3. Representations and Warranties. Assignor represents and warrants to Assignee:
     (a)  Assignor  has  the  right,  power  and  authority  to  enter into this
          Agreement;
     (b)  Assignor  is  the  exclusive  owner  of all right, title and interest,
          including  all  intellectual  property  rights,  in  the  Trademarks;
     (c)  The Trademarks are free of any liens, security interests, encumbrances
          or  licenses;


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     (d)  The  Trademarks  do  not  infringe the rights of any person or entity;
     (e)  There are no claims, pending or threatened, with respect to Assignor's
          rights  in  the  Trademarks;
     (f)  This  Agreement  is  valid, binding and enforceable in accordance with
          its  terms;  and
     (g)  Assignor  is  not  subject  to  any  agreement,  judgment  or  order
          inconsistent  with  the  terms  of  this  Agreement.

4.  Attorney's  Fees.  Should  either  party  hereto,  or  any  heir,  personal
representative, successor or assign of either party hereto, resort to litigation
to  enforce  this  Agreement,  the  party prevailing in such litigation shall be
entitled,  in addition to such other relief as may be granted, to recover its or
their  reasonable  attorneys'  fees  and costs in such litigation from the party
against  whom  enforcement  was  sought.

5.  Entire  Agreement  This  Agreement,  contains  the  entire understanding and
agreement  between  the  parties  hereto  with respect to its subject matter and
supersedes  any  prior  or  contemporaneous  written  or  oral  agreements,
representations or warranties between them respecting the subject matter hereof.

6.  Amendment  This  Agreement  may  be amended only by a writing signed by both
parties.

7. Severability If any term, provision, covenant or condition of this Agreement,
or  the  application thereof to any person, place or circumstance, shall be held
by  a  court of competent jurisdiction to be invalid, unenforceable or void, the
remainder  of  this Agreement and such term, provision, covenant or condition as
applied  to  other  persons, places and circumstances shall remain in full force
and  effect.

8.  Agreement  to  Perform Necessary Acts Assignee agrees to perform any further
acts  and  execute and deliver any documents that may be reasonably necessary to
carry  out  the  provisions  of  this  Agreement.


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9.  Governing  Law This Agreement shall be construed in accordance with, and all
actions  arising  hereunder  shall  be  governed  by,  the  laws of the State of
California.


Date:   April  4,  2002

ASSIGNEE                                   ASSIGNOR

/s/  Signature                             /s/  Signature
- ----------------------------               ---------------------------
Neurochemical  Research  Corp.             Overland  Food  Co.
By:  Carol  Slavin                         By:  Dan  Tennant
     President                                  President


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                                NOTARIZATION FORM

STATE  OF  CALIFORNIA

County  of  [county]

On  [date]  before  me, [name of notary], notary, personally appeared [person(s)
involved],  personally known to me (or proved to me on the basis of satisfactory
evidence)  to  be  the  person(s)  whose name(s) is/are subscribed to the within
instrument  and  acknowledged  to  me  that  he/she/they  executed  the  same in
his/her/their  authorized  capacity(ies), and that by his/her/their signature(s)
on  the  instrument  the  person(s),  or  the  entity  upon  behalf of which the
person(s)  acted,  executed  the  instrument.

Witness  my  hand  and  official  seal.

(Seal)  Signature___________________________  Notary