Exhibit
      10.4

                  


          

        

      

    

    


    TRADEMARK
ASSIGNMENT

    


    This
TRADEMARK ASSIGNMENT (this “Assignment”) is made
as of the 22nd day of
May, 2009 by Peace Mountain Natural Beverage Corporation (“Assignor”) to Skinny
Nutritional Corporation (“Assignee”).

     

    WHEREAS,
Assignor has agreed in an Intellectual Property Assets Purchase Agreement, dated
May 22, 2009 (the “Agreement”), by and
among Assignor, John David Alden, and Assignee, to sell, assign, transfer,
convey, grant, and deliver to Assignee all of Assignor’s right, title, and
interest in, to, and under the Transferred Trademarks and all foreign rights
throughout the world corresponding to the Transferred Trademarks;

     

    WHEREAS,
Assignor is the sole owner of the Transferred Trademarks identified and set
forth on Schedule A and
all foreign rights throughout the world corresponding to the Transferred
Trademarks;

     

    WHEREAS,
Assignee has agreed in the Agreement to purchase from Assignor all of its right,
title, and interest in, to and under said Transferred Trademarks;
and

     

    WHEREAS,
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Agreement.

     

    NOW,
THEREFORE, for good and valuable consideration (including the premises and
covenants set forth herein and in the Agreement), the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:

     

    Assignor
hereby sells, assigns, transfers, conveys, grants, and delivers to Assignee all
of such Assignor’s respective right, title, and interest in, to, and under the
Transferred Trademarks, together with the goodwill associated therewith,
including all registrations, applications, and common law rights therefor in the
United States and for all foreign countries, including any renewals and
extensions of the registrations that are or may be secured under the laws of the
United States and all foreign countries, now or hereafter in effect, for
Assignee’s own use and enjoyment, and for the use and enjoyment of Assignee’s
successors, assigns, or other legal representatives, as fully and entirely as
the same would have been held and enjoyed by such Assignor if this assignment
and sale had not been made, together with all income, royalties, or payments due
or payable as of the time of this assignment or thereafter, including, without
limitation, all claims for damages by reason of past, present, or future
infringement or other unauthorized use of the Transferred Trademarks, with the
right to sue for and collect the same for Assignee’s own use and enjoyment and
for the use and enjoyment of its successors, assigns, or other legal
representatives.

     

    Assignor
authorizes and requests the Commissioner of Patents and Trademarks of the United
States and other empowered officials of the United States Patent and Trademark
Office to transfer all registrations and applications for the Transferred
Trademarks to Assignee as assignee of the entire right, title, and interest
therein or otherwise as Assignee may direct, in accordance with this instrument
of assignment, and to issue to Assignee all registrations which may issue with
respect to any applications for a trademark or service mark included in the
Transferred Trademarks.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Assignor
covenants and agrees that it will, upon the reasonable request of Assignee
execute and deliver, or cause to be executed or delivered, any and all documents
provided by Assignee that may be necessary or desirable to perfect the
assignment, conveyance and transfer of the Transferred Trademarks
hereunder.

     

    This
Assignment shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts applicable to agreements made and to be performed
entirely within such Commonwealth, without regard to the conflicts of law
principles of such Commonwealth.

     

    This
Assignment may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and delivered to
the other party.

     

    This
space is intentionally left blank.

     

    The
Signature Page immediately follows.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Signature
Page

     

    IN
WITNESS WHEREOF, Assignor and the Assignee have caused this Assignment to be
duly executed as of the date first above written.

     

    
      
        
          	 
      	
                  ASSIGNOR

                
	 
      	
                  PEACE
      MOUNTAIN NATURAL

                
	 
      	
                  BEVERAGE
      CORPORATION

                
	 
      	
                  By:

                	
                  /s/ John David Alden

                
	 
      	
                  Name:

                	
                  John David Alden

                
	 
      	
                  Title:

                	
                  President

                
	 
      	 
      
	 
      	
                  ASSIGNEE

                
	 
      	
                  SKINNY
      NUTRITIONAL

                
	 
      	
                  CORPORATION

                
	 
      	
                  By:

                	
                  /s/ Ronald D. Wilson

                
	 
      	
                  Name:

                	
                  Ronald D. Wilson

                
	 
      	
                  Title:

                	
                  Pres. and
CEO

                


        

      

    

    


    Signature
page to Trademark Assignment


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    TRANSFERRED
TRADEMARKS

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Mark

                              	 
      	
                                Goods/First Use Date

                              	 
      	
                                U.S.

                                Serial No./

                                Filing Date

                              	 
      	
                                U.S.

                                Reg. No./

                                Issue Date

                              	 
      	
                                U.S.

                                Status 

                              
	
                                SKINNY
      SHAKE

                              	 
      	
                                Dietary
      meal replacement/ 3/19/03

                              	 
      	
                                76/192,470

                                01/10/01

                              	 
      	
                                2,743,268

                                07/29/03

                              	 
      	
                                Granted

                              
	
                                SKINNY
      WATER

                              	 
      	
                                Nutriceuticals;
      Isotonic drinks/

                                01/02/01

                              	 
      	
                                76/008,776

                                03/24/00

                              	 
      	
                                2,557,075

                                04/02/02

                              	 
      	
                                Granted

                              
	
                                SKINNY
      TEA

                              	 
      	
                                Tea/

                                08/01/02

                              	 
      	
                                76/187,804

                                12/28/00

                              	 
      	
                                2,657,057

                                12/03/02

                              	 
      	
                                Granted

                              
	
                                SKINNY
      JUICE

                              	 
      	
                                Nutriceuticals;
      Isotonic drinks/

                                08/02/02

                              	 
      	
                                76/208,424

                                02/12/01

                              	 
      	
                                2,657,083

                                12/03/02

                              	 
      	
                                Granted

                              
	
                                DIET
      WATER

                              	 
      	
                                Bottled
      drinking water/

                                01/10/01

                              	 
      	
                                76/192,471

                                01/10/01

                              	 
      	
                                2,576,866

                                06/04/02

                              	 
      	
                                Granted

                                (Supp.)

                              
	
                                SKINNY
      COLA

                              	 
      	
                                Colas/

                                07/27/02

                              	 
      	
                                76/173,878

                                12/01/00

                              	 
      	
                                2,650,352

                                11/12/02

                              	 
      	
                                Granted

                              
	
                                SKINNY
      SHOT

                              	 
      	
                                Ready
      to drink soft drinks/

                                Intent
      to Use

                              	 
      	
                                77/294,601

                                10/02/07

                              	 
      	 
      	 
      	
                                Pending

                              
	
                                SLENDER
      WATER

                              	 
      	
                                Nutriceuticals;
      Isotonic drinks/

                                Intent
      to Use

                              	 
      	
                                78/614,310

                                04/21/05

                              	 
      	 
      	 
      	
                                Allowed

                              
	
                                SKINNY
      JAVA

                              	 
      	
                                Dietary
      food supplement;

                                Drinks/Intent
      to Use

                              	 
      	
                                78/734,027

                                10/15/2005

                              	 
      	 
      	 
      	
                                Allowed

                              
	
                                SKINNY
      SMOOTHIE

                              	 
      	
                                Nutriceuticals;
      beverages; Shakes; Smoothie drinks/ Intent to Use

                              	 
      	
                                77/145,760

                                04/01/2007

                              	 
      	 
      	 
      	
                                Allowed

                              
	
                                SKINNY
      SODA

                              	 
      	
                                Nutriceuticals;
      Soda pops/ Intent to Use

                              	 
      	
                                77/125,090

                                03/07/2007

                              	 
      	 
      	 
      	
                                Allowed

                              
	
                                SKINNY
      SNACKS

                              	 
      	
                                Nutriceuticals
      in ready-to-drink or concentrate form for use as a dietary
      supplement

                              	 
      	
                                77/185,768

                                05/21/07

                              	 
      	 
      	 
      	
                                Pending

                              
	
                                SKINNY
      CEREAL

                              	 
      	
                                Breakfast
      Cereal, snack food

                              	 
      	
                                77/185,768

                                11/11/07

                              	 
      	 
      	 
      	
                                Pending

                              
	
                                SKINNY
      CAPS

                              	
                                  

                              	
                                Dietary
      and nutritional supplements

                              	
                                  

                              	
                                77/100,213

                                02/06/07

                              	
                                  

                              	
                                3,316,575

                                10/23/07

                              	
                                  

                              	
                                Granted