ASSIGNMENT AND BILL OF SALE

Exhibit 10.40

ASSIGNMENT AND XXXX OF SALE

FOR VALUABLE CONSIDERATION, pursuant to that certain Asset Purchase Agreement of even date herewith, by and between Jadian Enterprises, Inc., a Michigan corporation, ("Seller") and Jadian, Inc., an Illinois corporation ("Buyer") (the "Purchase Agreement"), Seller hereby grants, bargains, sells, transfers, assigns, and sets over unto Buyer and its successors and assigns, all of the Seller's rights, title, and interest in the Assets (as defined in the Purchase Agreement) except for those rights expressly retained by Seller pursuant to the terms of the Purchase Agreement.

Nothing contained in this Assignment and Xxxx of Sale will in any way amend, supersede, rescind, waive, or otherwise modify any provisions set forth in the Purchase Agreement, including (without limitation) the representations, warranties, covenants, and agreements set forth in the Purchase Agreement, this Assignment and Xxxx of Sale being intended only to effect the transfer and assignment by Seller to Buyer of the Assets.

This Assignment and Xxxx of Sale will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws principles.

IN WITNESS WHEREOF, Seller and Buyer have executed this Assignment and Xxxx of Sale, effective as of May 9, 2014. SELLER

SELLER

Jadian Enterprises, Inc.

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Its: Director

BUYER

Jadian, Inc.

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Its: President