TRADEMARK ASSIGNMENT

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, Xxxx Xxxxx Xxxxx, 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 xxx 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 xxxx 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/ Xxxx Xxxxx Xxxxx
	Name:	Xxxx Xxxxx Xxxxx
	Title:	President
	ASSIGNEE
	SKINNY NUTRITIONAL
	CORPORATION
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Pres. and CEO

Signature page to Trademark Assignment

SCHEDULE A

TRANSFERRED TRADEMARKS

Xxxx		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