Unassociated Document


    Exhibit
10.11

    


    Hudson
Asset Partners, LLC

    c/o
Murray M. Rubin, Secretary

    14151
Magnolia Cove Road

    Jacksonville,
FL 32224

    Tel:
(410) 744 7297

    Cell:
(646) 429-0950

    Fax:
904 273 5233

    Email: murraykhc@aol.com

     

     

    March
13, 2009

     

     

    Amber
Ready, Inc.

    101
Roundhill Drive 2nd
Floor

    Rockaway,
NJ 07866

    Attention:
Kai Patterson

     

    John
Thomas Financial, Inc.

    14
Wall Street

    5th
Floor

    New
York, New York 10005

    Attention:
Michael Molinaro

     

    Gentlemen:

     

    This
Agreement, dated the above date, is between Amber Ready, Inc. (Amber), a Nevada
corporation, with an office listed above, John Thomas Financial, Inc. (JTF), a
New York corporation, with an office listed above, and Hudson Asset Partners,
LLC (HAP), a Delaware limited liability company, with an office listed
above.

     

    1.  Amber
and JTF have asked HAP to act as a Collateral Agent under a Security Agreement
between HAP and Amber, to be dated on or about March 31, 2009, the anticipated
initial closing date of the Transaction, as defined below.

     

    2.  This
Agreement is for the benefit of certain persons (the Convertible Note Holders)
who upon the execution of certain transaction documents will own Amber
Convertible Notes in the aggregate principal amount of up to $9,000,000 (or
$10,000,000, if the over-allotment option is exercised) to be issued under the
terms and provisions of Amber’s Confidential Private Placement Memorandum
(herein the Transaction), a draft of which Memorandum has been delivered to
HAP.

     

    3.  HAP
is 99% owned by Justine Klineman and Jordan Klineman, Kent M. Klineman’s
(Klineman), HAP’s CEO adult children, and its net assets exceed $1,000,000.
Neither HAP, nor any affiliates have participated in JTF’s offering of Amber
Convertible Notes, or the preparation of documents relating to the Transaction,
except provisions hereof relating to HAP’s compensation and documented expenses,
if any, under Paragraph 4. below, its duties as a Collateral Agent under (i) a
Security Agreement between Amber and the Convertible Note Holders (the Security
Agreement); (ii) Cohen Tauber Spievack & Wagner PC’s fee and documented
expenses, if any, under Paragraph 4 below; and (iii) a certain Control Account
Agreement, to be dated on or about March 31, 2009 (the anticipated initial
closing date of the Transaction), between HAP and Amber.

     

    4.  HAP
is prepared to act as a Collateral Agent under the Security Agreement, subject
to the following terms and conditions:

     

    (i)  Amber’s
$7500.00 fee to HAP and documented expenses, if any, shall be payable to HAP, at
the initial closing of the Transaction.  Upon abandonment of the
Transaction by Amber, or any, or all of the undersigned, other than HAP, Amber
shall pay HAP a reduced fee of $3750.00 and documented expenses, if
any.  No fee or expenses shall be payable to HAP in the event it
abandons the Transaction;

     

    (ii)  Amber’s,
or any, or all of the undersigned’s, other than HAP, payment of a fee to the law
firm of Cohen Tauber Spievack & Wagner PC, HAP’s counsel in the Transaction.
That fee shall be based upon that firm's normal hourly rates, but, capped at
$6,000.00, plus its documented out of pocket expenses, payable at the initial
closing of the Transaction, or upon its abandonment by Amber, or any, or all of
the undersigned, other than HAP.  However, HAP shall be responsible
for such fee and expenses in the event HAP abandons the Transaction;
and

     

    (iii)  an
agreement documented in the Transaction that provides if Klineman, on HAP’s
behalf, is called upon to spend time, or incur any documented out of pocket
and/or legal expenses in acting in any way in connection with an amendment of
the Transaction documents, or the enforcement or protection of the rights of the
Amber Convertible Note Holders in accordance with the Transaction documents, HAP
shall not be obligated to do so, unless it is satisfied that any or all of the
undersigned, or the Convertible Note Holders, as the case may be, other than
HAP, are obligated and in a financial position to pay HAP a reasonable fee for
such time, documented expenses plus its legal fees and related
expenses.

     

    5.  This
Agreement contains the entire understanding of the parties with respect to the
subject matter hereof.

     

    6.  Amber
and JTF hereby acknowledge and understand their above described obligations and
have executed this Agreement in the spaces provided below, and confirm such
execution to HAP.

     

    
      
        	 	
                Very truly yours,

                 

                Hudson Asset Partners, LLC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Murray
      Rubin	 
	 	 	Murray
      Rubin, Secretary	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
        	Amber
      Ready,
      Inc.                                	 	 	
                John
      Thomas Financial, Inc.

                 

                 

                 

              	 
	
                /s/
      Kai Patterson

              	 	 	
                /s/
      Thomas Belesis

              	 
	
                Kai
      Patterson  

                President
      and CEO

              	 	 	Thomas Belesis, CEO