ex1036.htm


    Exhibit
10.36

    


    COMMON
STOCK PURCHASE AGREEMENT

    


     

    This Common Stock Purchase Agreement
(this “Agreement”) is
made and entered into as of the 18th day
of December, 2009 by and between Amber Ready, Inc., a Nevada corporation (the
“Company”), and John
Thomas Bridge & Opportunity Fund II, L.P. (the “Investor”).

     

     

    ARTICLE
I.

    RECITALS

     

    1.01 Company.  The
Company has two authorized classes of its capital stock, that being its $.0001
par value common stock (the “Common Stock”) and preferred
stock (the “Preferred
Stock”).

     

    1.02 Consideration.  Each
of the Parties acknowledges that each has given and received good, valuable and
present consideration to support each of the obligations of the Parties under
this Agreement.

     

     

    ARTICLE
II.

    TRANSACTION TO BE EFFECTED
PURSUANT TO THIS AGREEMENT

     

    2.01 Issuance and Sale of Common
Stock for Cash.  Subject to the terms and conditions of this
Agreement, the Company shall issue and sell to the Investor, and the Investor
shall purchase from the Company, Two Hundred Thousand (200,000) shares of Common
Stock (the “Investor’s Common
Stock”) for an aggregate purchase price of Ten Thousand Dollars
($10,000).

     

    2.02 Determination of Purchase
Price for the Investor’s Common Stock.  The Company and the
Investor acknowledge that the purchase price for the Investor’s Common Stock
under this Agreement is fair and reasonable and has been determined by
negotiation, with each of the Parties considering, among other factors, the
following:

     

    (a) the need
for immediate working capital; and

     

    (b) the
existence of the current global credit crisis that has had a negative impact on
the Company’s ability to obtain financing.

     

     

    
      
        
        

      

      
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    ARTICLE
III.

    RESERVED

     

     

    ARTICLE
IV.

    REPRESENTATIONS AND
WARRANTIES OF THE COMPANY

     

    4.01 Representations and
Warranties of the Company.  The Company represents and warrants
to the Investor as set forth in this Article IV.

     

    4.02 Organization and Standing of
the Company; Authority.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of Nevada with
the power and authority to own and lease its properties (as applicable) and to
carry on its business as now being conducted and is qualified and authorized to
do business, in all jurisdictions in which the character of its properties or
the nature of its businesses requires such qualification or authorization. 
The Company is duly and validly authorized by all necessary corporate action,
has full power and authority to and has taken or caused to be taken all
necessary action to authorize it to execute and deliver this Agreement and to
perform and comply with the terms, conditions, and agreements set forth herein
and therein.

     

    4.03 Capitalization.
Immediately prior to execution of this Agreement, the Company has the
capitalization as set forth in its draft Form S-1 attached hereto as Exhibit
A.

     

    4.04 Duly
Issued.  Upon issuance and delivery to the Investor of the
Investor’s Common Stock against payment of the purchase price therefore pursuant
to this Agreement, such shares will be validly issued, fully paid and
non-assessable shares of Common Stock, and will be free and clear of all liens,
charges, restrictions, claims and encumbrances imposed by or through the
Company.

     

    4.05 No
Conflict.  The execution, delivery and performance of this
Agreement to which the Company is a party will not violate the Articles of
Incorporation or Bylaws of the Company and will not violate any provision of
law, or order of any court or governmental agency affecting the Company in any
respect, and will not conflict with, result in a breach of the provisions of,
constitute a default under any material agreement binding on the Company, or
result in the imposition of any lien, charge, or encumbrance upon any assets of
the Company that could have a Material Adverse Effect.  No approval or
consent from any third party not already obtained is required in connection with
the execution of or performance under this Agreement.

     

    4.06 Governmental Authorization:
Third Party Consents.  The Company is in compliance with all
(x) material contracts and (y) laws, rules or regulations, orders, judgments,
writs, injunctions, decrees, determinations, awards of any applicable
governmental authority and all governmental approvals.  No consent or
approval of, giving of notice to, registration with, or taking of any other
action in respect of any state, federal or other governmental authority or
agency is required of the Company with respect to the execution, delivery and
performance by the Company of its obligations under this Agreement, except for
the filing of notices pursuant to applicable state securities law, which filings
will be made by the time required thereby.

     

    
      
        
        

      

      
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    ARTICLE
V.

    REPRESENTATIONS AND
WARRANTIES OF INVESTOR

     

    5.01 Representations and
Warranties of the Investor.  The Investor represents and
warrants to the Company as set forth in this Article V.

     

    5.02 Authorization;
Authority.  This Agreement has been duly authorized and
executed by the Investor and constitutes a valid agreement binding upon the
Investor, enforceable in accordance with its terms (except to the extent that
such enforceability may be limited by bankruptcy or similar laws affecting
creditors’ rights generally or by general equitable
principles).  Investor has the full legal right, power and authority
to enter into this Agreement and to perform such Investor’s obligations
hereunder and thereunder upon the terms and conditions herein and therein set
forth.

     

    5.03 Securities Not
Registered.  The Investor is acquiring the shares of Common
Stock being purchased for Investor’s own account and not with a view to or for
sale in connection with the distribution thereof in violation of applicable
securities laws.  Investor has been advised that the shares of the
Common Stock to be issued and sold hereunder have not been registered under the
Securities Act, or applicable state securities laws and that they must be held
indefinitely unless the offer and sale thereof are subsequently registered under
the Securities Act or any exemption from such registration is
available.  Investor acknowledges and agrees that the certificates
representing the shares of the Investor’s Common Stock will bear a restrictive
legend in substantially the following form:

     

    
      	
               
      

            	
              “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
      BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT
      OF 1933, A “NO ACTION” LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION
      WITH RESPECT TO SUCH OFFER FOR SALE OR SALE, COMPLIANCE WITH RULE 144
      UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO
      THE CORPORATION THAT SUCH REGISTRATION IS NOT
  REQUIRED.”

            


    

    


    The
Investor further acknowledges and agrees that the Company may issue appropriate
“stop transfer” instructions to its transfer agent, if any, with respect to such
securities and/or make appropriate notations to such effect in its own transfer
records.

    


    5.04 Investment Experience,
Etc.  The Investor represents that such Investor (i) has
such knowledge and experience in financial and business matters that such
Investor is capable of evaluating the merits and risks of the purchase of the
Investor’s Common Stock, (ii) has a net worth significantly in excess of the
amount of the purchase price for the Investor’s Common Stock and is able to bear
the economic risk of a complete loss on the purchase of the Investor’s Common
Stock, and (iii) is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D under the Securities Act.

     

    5.05 Finder’s
Fees.  The Investor has not incurred any liability for
commissions or other fees to any finder, broker or agent in connection with the
transactions contemplated by this Agreement.

     

     

    
      
        
        

      

      
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    ARTICLE
VI.

    COVENANTS OF THE
COMPANY

     

    The
Company shall comply with the covenants set forth below:

     

    6.01 Maintenance of Corporate
Existence, etc.  Maintain in full force and effect its
corporate existence, rights and franchises and all licenses and other rights in
or to use patents, processes, licenses, trademarks, trade names or copyrights
owned or possessed by it of any subsidiary and deemed by the Company to be
necessary to the conduct of their business.

     

    6.02 Prompt Payment of Taxes,
etc.  Promptly pay and discharge, or cause to be paid and
discharge, when due and payable, all lawful taxes, assessments and governmental
charges or levies imposed upon the income, profits, property or business of the
Company or any subsidiary; provided, however, that any such tax, assessment,
charge or levy need not be paid if the validity thereof shall currently be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books adequate reserves with respect thereto and provided,
further, that the Company will pay all such taxes, assessments, charges or
levies forthwith upon the commencement of proceedings to foreclose any lien
which may have attached as security therefore. The Company will promptly pay or
cause to be paid when due, or in conformance with customary trade terms or
otherwise in accordance with policies related thereto adopted by the Company’s
Board of Directors, all other indebtedness incident to operations of the
Company.

     

    6.03 Accounts and
Records.  Keep true records and books of account in which full,
true and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with generally accepted
accounting principles applied on a consistent basis.

     

    6.04 Compliance with Requirements
of Government Authorities.  Duly observe and conform to all
valid requirements of governmental authorities relating to the conduct of their
businesses or to their properties or assets.

     

    6.05 Visits and
Inspections.  Permit representatives of Investor, from time to
time, as often as may be reasonably requested, but only during normal business
hours and upon reasonable prior notice, to visit and inspect its properties;
inspect, audit and make extracts from its books, records and files, including,
but not limited to, management letters prepared by independent accountants; and
discuss with its principal officers and its independent accountants, its
business, assets, liabilities, financial condition, results of operations and
business prospects (and by this provision the Company authorizes such
accountants to discuss the finances and affairs of the Company).

     

    6.06 Conduct of
Business.  Engage only in business consisting primarily of
business conducted on the date hereof and other businesses reasonably related
thereto.

     

    6.07 Use of
Proceeds.  Use the proceeds of the sale of the Investor’s
Common Stock only for working capital purposes.

     

    6.08 Compliance with Transaction
Documents.  Comply in all material respects with each term,
condition and provision of the Articles of Incorporation, Bylaws, and this
Agreement.

     

    6.09 Delivery of Stock
Certificate.  The Company shall deliver to the Investor a
certificate evidencing the Investor’s Common Stock in customary form and
containing only the restrictive legend described in Section 5.03 below by December 23, 2009.  If the
Company does not deliver a physical certificate to Investor by December 23,
2009, then the Company will make payments to the Investor, as liquidated damages
and not as a penalty, an aggregate amount equal to 200,000 shares of Common
Stock for each seven day period thereafter until such certificate is received by
Investor.

     

    6.10           Board
Consent.  Contemporaneously with the execution of this
agreement, the Company shall deliver to the Investor the written consent of the
directors of the Board of Directors of the Company, attached hereto as Exhibit
B, approving the form, terms, and provisions of this Agreement and authorizing
the issuance of Investor’s Common Stock.

     

     

    
      
        
        

      

      
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    ARTICLE
VII.

    RESERVED

     

     

    ARTICLE
VIII.

    INDEMNIFICATION

     

    8.01 Indemnification.  In
addition to all other sums due hereunder or provided for in this Agreement, the
Company agrees to indemnify and hold harmless Investor and its Affiliates and
their officers, directors, agents, employees, subsidiaries, partners and
controlling Persons (each, an “Indemnified Party”) to the
fullest extent permitted by law, from and against any and all out-of-pocket
losses, claims, damages, expenses (including reasonable fees, disbursements and
other charges of counsel) or other liabilities (collectively, “Liabilities”) resulting from
or arising out of (a) any breach of any representation or warranty, covenant or
agreement of the Company in this Agreement or (b) any investigation or
proceeding against the Company or any Indemnified Party and arising out of or in
connection with this Agreement, whether or not the transactions contemplated by
this Agreement are consummated, which investigation or proceeding requires the
participation of, or is commenced or filed against, any Indemnified Party
because of this Agreement or such other documents and the transactions
contemplated hereby or thereby, provided, that the Company shall not be liable
under this Section 8.01 to an Indemnified Party for
any liabilities resulting primarily from any actions that involved the gross
negligence or willful misconduct of such Indemnified Party; and provided,
further, that if and to the extent that such indemnification is unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of such Liabilities for which it would otherwise be liable
hereunder which shall be permissible under applicable laws.  In
connection with the obligation of the Company to indemnify for Liabilities as
set forth above, the Company further agrees, upon presentation of appropriate
invoices containing reasonable detail, to reimburse each Indemnified Party for
all such Liabilities (including reasonable fees, disbursements and other charges
of counsel) as they are incurred by such Indemnified Party; provided, that if an
Indemnified Party is reimbursed hereunder for any Liabilities, such
reimbursement of Liabilities shall be refunded to the extent it is finally
judicially determined that the Liabilities in question resulted primarily from
the willful misconduct or gross negligence of such Indemnified
Party.  The obligations of the Company under this paragraph will
survive any transfer of the Investor’s Common Stock.  In the event
that the foregoing indemnity is unavailable or insufficient to hold an
Indemnified Party harmless, then the Company will contribute to amounts paid or
payable by such Indemnified Party in respect of such Indemnified Party’s
Liabilities in such proportions as appropriately reflect the relative benefits
received by and fault of the Company and such Indemnified Party in connection
with the matters as to which such Liabilities relate and other equitable
considerations.

     

    8.02 Notification.  Each
Indemnified Party under this Article VIII will, promptly after the receipt of
notice of the commencement of any action, investigation, claim or other
proceeding against such Indemnified Party in respect of which indemnity may be
sought from the Company under this Article VIII, notify the Company in writing
of the commencement thereof.  The omission of any Indemnified Party so
to notify the Company of any such action shall not relieve the Company from any
liability which it may have to such Indemnified Party under this Article VIII
unless, and only to the extent that, such omission results in the Company’s
forfeiture of substantive rights or defenses or the Company is otherwise
irrevocably prejudiced in defending such proceeding.  In case any such
action, claim or other proceeding shall be brought against any Indemnified Party
and it shall notify the Company of the commencement thereof, the Company shall
be entitled to assume the defense thereof at its own expense, with counsel
satisfactory to the Company; provided, that any Indemnified Party may, at its
own expense, retain separate counsel to participate in such
defense.  Notwithstanding the foregoing, in any action, claim or
proceeding in which both the Company, on the one hand, and an Indemnified Party,
on the other hand, is, or is reasonably likely to become, a party, such
Indemnified Party shall have the right to employ separate counsel at the
Company’s expense and to control its own defense of such action, claim or
proceeding if, (a) the Company has failed to assume the defense and employ
counsel as provided herein, (b) the Company has agreed in writing to pay such
fees and expenses of separate counsel or (c) in the reasonable opinion of
counsel to such Indemnified Party, a conflict or likely conflict exists between
the Company, on the one hand, and such Indemnified Party, on the other hand,
that would make such separate representation advisable, provided, however, that
the Company shall not in any event be required to pay the fees and expenses of
more than one separate counsel (and if deemed necessary by such separate
counsel, appropriate local counsel who shall report to such separate
counsel).  The Company agrees that it will not, without the prior
written consent of an Indemnified Party, settle, compromise or consent to the
entry of any judgment in any pending or threatened claim, action or proceeding
relating to the matters contemplated hereby (if such Indemnified Party is a
party thereto or has been actually threatened to be made a party thereto) unless
such settlement, compromise or consent includes an unconditional release of such
Indemnified Party from all liability arising or that may arise out of such
claim, action or proceeding.  The Company shall not be liable for any
settlement of any claim, action or proceeding effected against an Indemnified
Party without the prior written consent of the Company.  The rights
accorded to Indemnified Parties hereunder shall be in addition to any rights
that any Indemnified Party may have at common law, by separate agreement or
otherwise.

     

     

    
      
        
        

      

      
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    ARTICLE
IX.

    MISCELLANEOUS

     

    9.01 Governing
Law.  This Agreement shall be governed by and construed in all
respects by the internal laws of the State of New York (except for the proper
application of the United States federal securities laws), without giving effect
to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York.

     

    9.02 Notices,
Etc.  Unless otherwise specified within a provision of this
Agreement all notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is electronically or
mechanically generated and kept on file by the sending party); (iii) three
Business Days after deposit with the United States Mail when sent by registered
or certified mail; or (iv) one Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same.  The addresses and facsimile numbers for
such communications shall be:

     

    If to the
Company:

    


    Amber
Ready, Inc.

    101
Roundhill Drive, 2nd Floor

    Rockaway,
NJ 07866

    Attention:   Frank
DelVecchio

    


    If to the
Investor:

    


    John
Thomas Bridge & Opportunity Fund II, L.P.

    3
Riverway, Suite 1800

    Houston,
Texas  77056

    Attention:  George
Jarkesy

    


    9.03 Amendments and
Waivers.

     

    (a) This
Agreement may be terminated, amended or modified, by a written instrument
executed by (a) the Company, and (b) the Investor.

     

    (b) Any
obligation of the Company under this Agreement may be waived or excused by the
Investor.

     

    9.04 Gender.  Wherever
herein the singular number is used, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders, and vice versa,
as the context may require.

     

     

     

    
      
        
        

      

      
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    9.05 Certain
Expenses.  Each party shall be responsible for their own costs
and expenses.  The Company shall reimburse the Investor upon demand
for all reasonable out-of-pocket expenses incurred by the Investor, including
without limitation reimbursement of attorneys’ fees and disbursements, in
connection with any amendment, modification or waiver of this
Agreement.  In the event that legal proceedings are commenced by any
party to this Agreement against another party to this Agreement in connection
with this Agreement, the party or parties which do not prevail in such
proceedings shall severally, but not jointly, pay their pro rata share of the
reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses
incurred by the prevailing party in such proceedings.

     

    9.06 Section and Other
Headings.  The section and other headings contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.

     

    9.07 Counterparts.  This
Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     

    9.08 Severability.  If
any provision of this Agreement is held by final judgment of a court of
competent jurisdiction to be invalid, illegal or unenforceable, such invalid,
illegal or unenforceable provision shall be severed from the remainder of this
Agreement, and the remainder of this Agreement shall be enforced.  In
addition, the invalid, illegal or unenforceable provision shall be deemed to be
automatically modified, and, as so modified, to be included in this Agreement,
such modification being made to the minimum extent necessary to render the
provision valid, legal and enforceable.  Notwithstanding the
foregoing, however, if the severed or modified provision concerns all or a
portion of the essential consideration to be delivered under this Agreement by
one party to the other, the remaining provisions of this Agreement shall also be
modified to the extent necessary to equitably adjust the parties’ respective
rights and obligations hereunder.

     

    9.09 Telecopy Execution and
Delivery.  A facsimile, telecopy or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of
this Agreement may be delivered by one or more parties hereto by facsimile or
similar electronic transmission device pursuant to which the signature of or on
behalf of such party can be seen, and such execution and delivery shall be
considered valid, binding and effective for all purposes.  At the
request of any party hereto, all parties hereto agree to execute an original of
this Agreement as well as any facsimile, telecopy or other reproduction
hereof.

     

    9.10 Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
thereof.  All proposals, negotiations and representations (if any)
made prior, and with reference to the subject matter of this Agreement, are
merged herein.  This Agreement has been negotiated by the parties and
their respective counsel and will be interpreted fairly in accordance with its
terms and without any strict construction in favor of or against either
party.  Neither the Company nor the Investor shall be bound by any
oral agreement or representation, irrespective of when made.

     

    9.11 Survival of Representations,
Warranties and Covenants.  All of the representations and
warranties made herein shall survive the execution and delivery of this
Agreement, any investigation by or on behalf of the Investor, or acceptance of
the shares of Common Stock and payment therefore and shall survive until such
time as the shares of Common Stock have been sold or redeemed in full in
cash.  All covenants and indemnities made herein shall survive in
perpetuity, unless otherwise provided in this Agreement.

     

    9.12 Remedies
Cumulative.  No failure or delay on the part of the Company or
the Investor in exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.  The remedies provided for herein
are cumulative and are not exclusive of any remedies that may be available to
the Company or the Investor at law, in equity or otherwise.

     

    9.13 Further
Assurances.  Each of the parties shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations, or other actions by, or giving any notices
to, or making any filings with, any Governmental Authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Agreement.

     

    9.14 Disputes.  Each
of the parties consents to the exclusive jurisdiction of the state courts of the
State of Texas located in Harris County and the United States District Court for
the Southern District of Texas in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non convenes, to the bringing
of any such proceeding in such jurisdictions. To the extent determined by such
court, the Company shall reimburse the Investor for any reasonable legal fees
and disbursements incurred by the Investor in enforcement of or protection of
any of its rights under this Agreement.

     

    9.15 WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES WAIVES ITS RIGHTS TO TRIAL BY JURY
AND AGREES TO SUBMIT ANY LAWSUIT TO TRIAL BEFORE THE COURT AND WITHOUT A
JURY.

     

    
      
        
        

      

      
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    ARTICLE
X.

    DEFINITIONS

     

    10.01 Definitions.  As
used in this Agreement, and unless the context requires a different meaning, the
following terms have the meanings indicated:

     

    “Affiliate” means, with respect
to a Person, (a) any director, executive officer, general partner, managing
member or other manager of such Person, (b) any other Person which directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Person and (c) if such Person is an
individual, any member of the immediate family (including parents, spouse and
children) of such individual, any trust whose principal beneficiary is such
individual or one or more members of such individual’s immediate family and any
Person who is controlled by any such member or trust. The term “control” means
(i) the power to vote more than 50% of the securities or other equity interests
of a Person having ordinary voting power (on a fully diluted basis), or (ii) the
possession, directly or indirectly, of any other power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.

     

    “Agreement” means this Common
Stock Purchase Agreement, as amended, modified or supplemented from time to
time.

     

    “Articles of Incorporation”
means the Articles of Incorporation of the Company and as in effect as of the
date hereof, including, all amendments and restatements of the
same.

     

    “Board of Directors” shall mean
the group that manages the business and affairs of the Company as described in
the bylaws of the Company.

     

    “Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks in Houston,
Texas are authorized or required by law or executive order to
close.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, or any successor
statute  thereto.

     

    “Commission” means the
Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act.

     

    “Common Stock” has the meaning
set forth in Section 1.01 of this Agreement.

     

    “Company” means Amber Ready,
Inc., a Nevada corporation.

     

    “GAAP” means generally accepted
United States accounting principles set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board that are applicable to the circumstances as of the date of
determination.

     

    “Governmental Authority” means
the government of any nation, state, city, locality or other political
subdivision of any thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

     

    “Material Adverse Change” means
a material adverse change in the business, assets, operations, condition
(financial or otherwise), results of operations or prospects of the Company or
any Subsidiary of the Company.

     

    “Material Adverse Effect” means
a material adverse effect upon the business, assets, operation, condition
(financial or otherwise), results of operations or prospects of the Company or
any Subsidiary of the Company.

     

    “Person” means any individual,
firm, corporation, partnership, trust, limited liability company, incorporated
or unincorporated association, joint venture, joint stock company, Governmental
Authority or other entity of any kind, and shall include any successor (by
merger or otherwise) of such entity.

     

    “Subsidiary” means, as to any
Person, (i) any corporation more than fifty percent (50%) of whose stock of any
class or classes having by the terms thereof ordinary voting power to elect a
majority of the directors of such corporation (irrespective of whether or not at
the time stock of any class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time
owned such Person and/or one or more Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person has
more than a 50% equity interest at the time.

     

    “United States” and “U.S.” shall mean the United
States of America.

     

    10.02 Accounting Terms: Financial
Statements.  All accounting terms used herein not expressly
defined in this Agreement shall have the respective meanings given to them in
accordance with sound accounting practice.  The term “sound accounting
practice” shall mean such accounting practice as, in the opinion of the
independent certified public accountants regularly retained by the Company,
conforms at the time to GAAP applied on a consistent basis except for changes
with which such accountants concur.

     

    [signature
page follows]

     

    


     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first above
written.

    


    


    AMBER
READY, INC.

    


    By: /s/ FRANK
DELVECCHIO

    Name:  Frank
DelVecchio

    Title:     Chief
Executive Officer

    


    


    INVESTOR:

    


    JOHN
THOMAS BRIDGE & OPPORTUNITY FUND II, L.P.

    


    By: /s/ GEORGE R. JARKESY,
JR.

    Name:  George
R. Jarkesy, Jr.

    Title:    
Managing Member of the General Partner

    


    


    
 

     

    9