**Exhibit10.60****COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT**     THIS COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT (this “Assignment”), dated as of June26, 2006, is by and between RedEnvelope, Inc., a Delaware corporation (the “Assignor”), andWells Fargo Retail Finance, LLC, as Lender (as defined in the Loan Agreement defined below)(hereinafter referred to as “Assignee”).RECITALS     WHEREAS, Assignor has entered into that certain License Agreement dated as of May 31, 2005 (asheretofore or hereafter amended, supplemented, modified and/or restated from time to time, the“Agreement”), with Rincon 365 Borrower, LLC (as successor in interest to Harrison 160, LLC)(the “Licensor”);     WHEREAS, by the execution of this Assignment, Assignor desires to induce Assignee to extendcertain financial accommodations to Assignor (the “Loan”) pursuant to that certain Loan andSecurity Agreement dated of even date herewith, by and between Assignee, as Borrower, and Assignor,as Lender (as hereafter amended, supplemented, modified and/or restated from time to time, the“Loan Agreement”); and     WHEREAS, Assignee is unwilling to execute, deliver or perform under the Loan Agreement orother Loan Documents (as defined in the Loan Agreement) unless the Assignor collaterally assignsits rights under the Agreement to Assignee to secure the Loan and all Liabilities (as such term isdefined in the Loan Agreement).     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,intending to be legally bound, agree as follows:AGREEMENT     1. As collateral security for all debts, liabilities, or obligations of Assignor now existingor hereafter arising under the Loan Documents, including, without limitation, the Liabilities,Assignor hereby assigns, transfers and sets over to Assignee all of its rights, but not itsobligations, under the Agreement. Assignor hereby grants to Assignee a continuing securityinterest in and to all of its rights in, under, and pursuant to the Agreement.     2. Assignee shall have no obligation or duty to perform any of the obligations of the Assignorunder the Agreement, all of which shall remain the sole and exclusive duty and obligation of theAssignor; provided that if Assignee shall at any time pursuant to Section 3 or 4 heretoexercise any right of Assignor under the Agreement to receive services provided by the Licensorpursuant to the Basic License Terms attached to the Agreement, then Assignee shall be obligated topay Licensor the amounts set forth in the Basic License Terms (or such other amounts as may beagreed by and between Assignee and Licensor) from and after the date of, and during the continuanceof, such exercise by Assignee.
 

 
     3. The rights assigned hereunder include, and are not limited to, any and all rights ofenforcement regarding warranties, representations, covenants and indemnities made by Licensor underthe Agreement, and all rights, claims or causes of action against Licensor for any breach orviolation by Licensor of the provisions of the Agreement; provided,however, thatso long as there exists no Event of Default (as defined in the Loan Agreement), Assignor mayenforce all of the rights, claims or causes of action which Assignor may have under the Agreement,but only to the extent such enforcement is not inconsistent with Assignee’s interest under thisAssignment or the Loan Agreement, and provided that any proceeds received by Assignor from suchenforcement are applied to the Liabilities.     4. Upon the occurrence and during the continuance of an Event of Default (as defined in theLoan Agreement), Assignee may enforce, at the cost and expense of Assignor, either in its own nameor in the name of Assignor, all rights of Assignor under the Agreement, including, withoutlimitation, to (i) bring suit to enforce any rights under the Agreement, (ii) compromise or settleany disputed claims as to rights under the Agreement, (iii) give releases or acquittances of rightsunder the Agreement, and/or (iv) do any and all things necessary, convenient, desirable or properto fully and completely effectuate the collateral assignment of the rights under the Agreementpursuant hereto.     5. Assignor hereby constitutes and appoints the Assignee or the Assignee’s designee asAssignor’s attorney-in-fact with full power in Assignor’s name, place and stead to, upon theoccurrence and during the continuance of an Event of Default, do or accomplish any of theaforementioned undertakings and to execute such documents or instruments in the name or stead ofAssignor as may be necessary, convenient, desirable or proper in the Assignee’s sole and exclusivediscretion. The aforementioned power of attorney shall be a power of attorney coupled with aninterest and irrevocable. In the event any action is brought by the Assignee to enforce any rightsunder the Agreement, Assignor agrees to fully cooperate with and assist the Assignee in theprosecution thereof.     6. Licensor is hereby authorized to recognize Assignee’s claims and rights hereunder withoutinvestigating any reason for any action taken by Assignee or the validity or the amount of theobligations under the Loan Agreement and Loan Documents or existence of any default thereunder.     7. This Agreement and all rights and obligations hereunder, including matters of construction,validity, and performance, shall be governed by the law of The Commonwealth of Massachusetts.     8. This Assignment may be executed by facsimile in one or more counterparts, each of whichshall be deemed to be an original, but all of which taken together shall constitute one and thesame instrument.     9. This Assignment shall be binding upon Assignor and Assignor’s successors and assigns andshall benefit the Assignee and the Assignee’s successors and assigns, provided that (a) Assignormay not assign or transfer its rights or obligations under this Assignment or any interest hereinor delegate its duties hereunder, and (b) Assignee shall have the right to assign its
2

 
rights hereunder and under the Agreement under the conditions provided in the Loan Agreementwith respect to Loan Documents.     10. This Assignment may only be amended by a writing executed by Assignor and Assignee.     11. This Assignment constitutes the final and entire agreement with respect to the collateralassignment of rights under the Agreement from the Assignor to the Assignee and any term, covenantor provision not set forth herein shall not be considered a part of this Assignment.[signatures appear on following page]
3

 
     IN WITNESS WHEREOF, each of the parties has duly executed this Assignment as of the date firstwritten above.         **Assignor:**           RedEnvelope, Inc.           By: /s/ Polly Boe             Name:   Polly Boe      Title:     Chief Financial Officer           **Assignee:**           Wells Fargo Retail Finance, LLC           By: /s/ David Molinario             Name:   David Molinario      Title:     Vice President