Unassociated Document


    Exhibit
10.12

    


    TRADEMARK
COLLATERAL ASSIGNMENT

    AND
SECURITY AGREEMENT

    


    This TRADEMARK COLLATERAL ASSIGNMENT AND
SECURITY AGREEMENT, dated as of _____ _, 2009, made by AMBER READY, INC.,
a  Nevada corporation (“Grantor”), in favor of HUDSON ASSET PARTNERS, LLC, a
Delaware limited liability company, as Collateral Agent (“Agent”).

    .

    Capitalized terms not otherwise defined
herein have the meaning set forth in the Security Agreement, dated as of _____
__, 2009, between Grantor and Agent (the “Security Agreement”).

    


    W
I T N E S S E T H:

    


    WHEREAS, the Grantor has
acquired an interest in certain trademarks and/or trademark applications
identified in Exhibit 1
hereto (the “Trademarks”);

    


    WHEREAS, the Grantor and the
Agent are parties to the Security Agreement, entered into for benefit of the
holders (the “Holders”) of certain three year convertible secured promissory
notes issued by Grantor, all upon terms described in that certain Confidential
Private Placement Memorandum, dated March 19, 2009;

    


    WHEREAS, the Grantor wishes to
grant to Agent a security interest in certain of its property and assets to
secure the performance of its obligations under the Security
Agreement;

    


    WHEREAS, the Grantor and the
Agent by this instrument seek to confirm and make a record of the collateral
assignment of and grant of a security interest in the Trademarks.

    


    NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Grantor does hereby acknowledge and confirm that it has made a
collateral assignment to the Agent of, and has granted to the Agent a security
interest in, for the benefit of the Holders, all of the Grantor’s right, title
and interest in, to, and under the Trademarks.  The Grantor also
acknowledges and confirms that the rights and remedies of Agent with respect to
the collateral assignment of and security interests in the Trademarks
acknowledged and confirmed hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated herein by
reference.

     

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    
      
        	 	      
                AMBER
      READY, INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Kai
      Patterson	 
	 	 	Name: Kai Patterson

                Title:
      Chief Executive Officer

              	 
	 	 	 	 
	 	 	 	 


      


      
        	 	      
                HUDSON
      ASSET PARTNERS, LLC

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Murray
      R. Rubiin	 
	 	 	Name:
      Murray R. Rubin
      
                Title:
      Secretary

              	 
	 	 	 	 
	 	 	 	 


      

    

     

    [SIGNATURE
PAGE - TRADEMARK COLLATERAL ASSIGNMENT

    AND
SECURITY AGREEMENT]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
 

    EXHIBIT
1

    


    TRADEMARKS/TRADEMARK
APPLICATIONS

    


    


    
      	
              Trademark
      Application

            	
              Date

            	
              Serial
      Number

            
	 
      	 
      	 
      
	
              AMBER
      Ready

            	
              July
      14, 2008

            	
              76691243

            
	
              Amber
      Ready Teddy

            	
              July
      14, 2008

            	
              76691244

            
	
              Amber
      EMS

            	
              July
      14, 2008

            	
              76691245