Exhibit 10.4


AGREEMENT OF CONVEYANCE, TRANSFER
AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS


This Agreement of
Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”)
is made as of January 9, 2013, by Be Active Holdings, Inc., a Delaware corporation (“Assignor”), and Superlight
Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).


 


WHEREAS, Assignor and its
predecessor (Super Light, Inc.) was engaged in the business of becoming a leading low cost disposable baby diaper brand in Israel,
as well as any and all other operations conducted by Assignor prior to the date hereof (the “Former Business”);
and


 


WHEREAS, Assignor desires
to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all of the assets of Assignor relating
to the operation of the Former Business, and in connection therewith, Assignee has agreed to assume all of the liabilities of Assignor
relating to the Former Business, on the terms and conditions set forth herein.


 


NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:


 


Section 1.            Assignment.


 


1.1.         Assignment
of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor,
Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all
of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description,
wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Former Business (the
“Assets”), including, but not limited to, the Assets listed on Exhibit A hereto,
and identified in part by reference to Assignor’s predecessor’s balance sheet as of December 31, 2011, filed with the
Securities and Exchange Commission as part of Assignor’s annual report on Form 10-K on February 21, 2012, as amended (the
“Balance Sheet”). Notwithstanding anything to the contrary contained herein, the term Assets shall not include
either the assets of or the business conducted by Be Active Brands, Inc., a Delaware subsidiary, or any of its subsidiaries.


 


1.2         Further
Assurances. Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration
execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills
of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to
this Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor
to Assignee of the Assets.


 


Section 2.
            Assumption.


 


2.1         Assumed
Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely,
all liabilities, commitments, contracts, agreements, obligations or other claims
against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or
unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated
with the Former Business whenever arising (the “Liabilities”), including, but not limited to, the Liabilities
listed on Exhibit B, and identified in part by reference to the Balance Sheet.


 


2.2         Further
Assurances. Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration
execute and deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement
as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities.


 


Section 3.
            Headings.
The descriptive headings contained in this Transfer and Assumption Agreement
are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Transfer and Assumption
Agreement.


 


Section 4.            Governing
Law. This Transfer
and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made
herein shall be governed by the laws of the respective jurisdictions in which such property is located.


 


[The remainder of this page is blank
intentionally.]






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[SIGNATURE PAGE TO TRANSFER AND ASSUMPTION
AGREEMENT]


 


IN WITNESS WHEREOF,
this Transfer and Assumption Agreement has been duly executed and delivered by the parties hereto as of the date first above written.


 


BE ACTIVE HOLDINGS, INC.


 


 


By:  _______________________


Name: Marc Wexler


Title: Chief Executive Officer


 


SUPERLIGHT HOLDINGS, INC.


 


 


By:  _______________________


Name: Zeev Joseph Kiper


Title: President and Chief Executive
Officer









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Exhibit A


 


(a)                
All of the equipment, computers, servers, hardware, appliances, implements, and all other
tangible personal property that are owned by Assignor and have been used in the conduct of the Former Business;


(b)                
all inventory associated with the Former Business;


(c)                
all real property and real property leases to which Assignor is a party, and which affect
the Former Business or the Assets;


(d)                
all contracts to which Assignor is a party, or which affect the Former Business or the Assets,
including leases of personal property; 


(e)                
all rights, claims and causes of action against third parties resulting from or relating to
the operation of the Former Business or the Assets, including without limitation, any rights, claims and causes of action arising
under warranties from vendors and other third parties;


(f)                 
all governmental licenses, permits, authorizations, consents or approvals affecting or relating
to the Former Business or the Assets;


(g)                
all accounts receivable, notes receivable, prepaid expenses and insurance and indemnity claims
to the extent related to any of the Assets or the Former Business;


(h)                
all goodwill associated with the Assets and the Former Business;


(i)                  
all business records, regardless of the medium of storage, relating to the Assets and/or the
Former Business, including without limitation, all schematics, drawings, customer data, subscriber lists, statistics, promotional
graphics, original art work, mats, plates, negatives, accounting and financial information concerning the Assets or Former Business;


(j)                 
all internet domain names and URLs of the Former Business, software, inventions, art works,
patents, patent applications, processes, shop rights, formulas, brand names, trade secrets, know-how, service marks, trade names,
trademarks, trademark applications, copyrights, source and object codes, customer lists, drawings, ideas, algorithms, processes,
computer software programs or applications (in code and object code form), tangible or intangible proprietary information and any
other intellectual property and similar items and related rights owned by or licensed to Assignor used in the Former Business,
together with any goodwill associated therewith and all rights of action on account of past, present and future unauthorized use
or infringement thereof; and


(k)                
all other privileges, rights, interests, properties and assets of whatever nature and wherever
located that are owned, used or intended for use in connection with, or that are necessary to the continued conduct of, the Former
Business as presently conducted or planned to be conducted.



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Exhibit B





(a)                
All liabilities in respect of indebtedness of Assignor related to the Former Business;


(b)                
product liability and warranty claims relating to any product or service of Assignor associated
with the Former Business;


(c)                
taxes, duties, levies, assessments and other such charges, including any penalties, interests
and fines with respect thereto, payable by Assignor to any federal, provincial, municipal or other government, domestic or foreign,
incurred in the conduct of the Former Business;


(d)                
liabilities for salary, bonus, vacation pay, severance payments damages for wrongful dismissal,
or other compensation or benefits relating to Assignor’s employees employed in the conduct of the Former Business; and


(e)                
any liability or claim for liability (whether in contract, in tort or otherwise, and whether
or not successful) related to any lawsuit or threatened lawsuit or claim (including any claim for breach or non-performance of
any contract) based upon actions, omissions or events relating to the Former Business. 




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