CONTROL ACCOUNT AGREEMENT

THIS CONTROL ACCOUNT AGREEMENT ("Agreement") is made effective as of the 21st day of April, 2009 by and among Amber Ready, Inc., a Nevada corporation having a principal place of business at 101 Roundhill Drive, 2 nd Floor, Rockaway, New Jersey 07866 (" Borrower "), Hudson Asset Partners, LLC, a Delaware limited liability company having a principal place of business at 14151 Magnolia Cove Road, Jacksonville, Florida 32224  (" Collateral Agent ") and SIGNATURE BANK, a New York commercial bank, having a principal place of business at 950 Third Avenue, New York, New York 10022 (" Depository ").

A.           From time to time on and after the date hereof, Borrower may issue up to $12,000,000 of its 18% secured convertible three year promissory notes (as each may be at any time amended, extended, restated, renewed or modified, each a “Convertible Note,” and collectively, the “Convertible Notes”), which are convertible into Units upon the terms set forth in that certain Confidential Private Placement Memorandum, dated March 19, 2009, delivered by the Borrower to the holders of the Convertible Notes (the “Holders”).

B.           Pursuant to the Subscription Agreement in the form attached to the Memorandum, each Holder has appointed and authorized the Collateral Agent to act as collateral agent under this Agreement.

C.           Pursuant to a Security Agreement by and between Borrower and the Collateral Agent, Borrower has granted to the Collateral Agent, for the benefit of the Holders, inter alia, a security interest in all dividends, cash, securities, investment property, financial assets and other property issued, paid, declared and/or distributed to Borrower and all rights with respect to the Deposit Account (as hereinafter defined) and all funds therein

D.           It is a condition precedent to the closing of the issuance and sale of the Convertible Notes that Borrower shall have entered into this Agreement for the benefit of the Holders.

E.   Borrower has opened a Deposit Account (as hereinafter defined) with Depository.

F.           The parties are entering into this Agreement to set forth their rights and obligations with respect to the Deposit Account.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

1.   Defined Terms .  Capitalized terms used in this Agreement and not specifically defined in this Agreement have the meaning provided in the Security Agreement (as defined below).  The following terms have the respective meanings set forth below.

(a)   “ Business Day ” means any day other than a Saturday, Sunday or any day on which Federal or state chartered banks in the State of New York or in the state where the Deposit Account is located are permitted to be closed for legal holidays or by government directive.

(b)   “ Deposit Account ” means the non-interest bearing demand deposit account that Borrower has opened with Depository in the name of the Borrower , designated as Account Number _____________ , together with all replacements, substitutions, increases and decreases of such account and all items from time to time on deposit therein.

(c)   “ Security Agreement ” means the security agreement between Borrower and Collateral Agent, of even date herewith.

2.   Name of Account .  The Deposit Account will be titled in the name of the Borrower.

3.   Control .  (a)Notwithstanding any separate agreement that Borrower may have with Collateral Agent or Depository, Collateral Agent shall be entitled and is hereby irrevocably authorized by Borrower, for purposes of this Agreement, at any time, to give Depository instructions as to the withdrawal or disposition of any funds from time to time credited to the Deposit Account, or as to any other matters relating to the Deposit Account, without Borrower's further consent.  Depository  shall comply with any such instructions without any further consent from Borrower.  Depository shall be fully entitled to rely upon such instructions from Collateral Agent even if such instructions are contrary to any instructions or demands that Borrower may give to Depository.  The Depository will not be liable to Borrower for complying with Collateral Agent’s instructions relating to the Deposit Account.

(b)        Borrower shall not be entitled to give to the Depository any instruction pertaining to or concerning the Deposit Account or any funds in or credited to the Deposit Account, except with the prior written consent of Collateral Agent.  The Depository shall not comply with any instruction given by Borrower pertaining to or concerning the Deposit Account or any funds in or credited to the Deposit Account, except with the prior written consent of Collateral Agent.

(c)         The Depository agrees to use reasonable efforts to promptly notify the Collateral Agent and the Borrower in the event it receives any written notice of any lien, encumbrance or adverse claim against the Deposit Account or any of the funds therein, unless prohibited from so doing by applicable law, judicial order or decree.

4.   Funds in Deposit Account as Security for Secured Obligations; Grant of Security Interest .  As security for full payment of the Secured Obligations and timely performance of Borrower’s obligations,  the agreements entered into by the Borrower in connection with the issuance and sale of the Convertible Notes and this Agreement, Borrower hereby pledges, transfers, assigns and sets over to Collateral Agent, and grants to Collateral Agent, for the benefit of the Holders, a continuing security interest in and to, the Deposit Account, all money deposited therein from time to time, and all profits and proceeds thereof.  Borrower shall execute, acknowledge, deliver, file or do, at its sole expense, all other acts, assignments, notices, agreements or other instruments as Collateral Agent may reasonably require in order to perfect the foregoing security interest, pledge and assignment or otherwise to fully effectuate the rights granted to Collateral Agent by this section.  This Agreement constitutes a “security agreement” and the Deposit Account constitutes a “deposit account” within the meaning of Article 9 of the UCC.  In addition to all other rights and remedies provided for herein or otherwise available at law or in equity, Collateral Agent shall have all rights of a secured party under Article 9 of the UCC with respect to the Deposit Account and funds deposited therein. Borrower and Depository acknowledge and understand that all funds deposited in the Deposit Account are held in Borrower’s name for the benefit of Collateral Agent and Collateral Agent shall have sole right to access and withdraw such funds.  Borrower shall have no right of access to and withdrawal from the Deposit Account. Borrower shall not assign or otherwise encumber the Deposit Account or any funds therein.

5.   No Notice of Other Assignment .  Depository acknowledges and understands that it has received no notice of any other assignment or pledge of funds at any time on deposit in the Deposit Account and it shall promptly notify Collateral Agent in the event that it receives notice of any other assignment or pledge thereof.

6.   No Lien .  Depository hereby acknowledges that it has no lien against or security interest in the Deposit Account or any funds therein.  Depository hereby waives any right of offset, deduction, banker's lien or other claim against any and all existing or future funds in the Deposit Account, except that the Depository may, however, from time to time debit the Deposit Account for (i) any of Depository’s customary charges relating to the Deposit Account, (ii) the reversal of any provisional credits to the Deposit Account for items returned unpaid or (iii) the reversal of any amounts credited to the Deposit Account in error. If the amount of available and collected funds in the Deposit Account is insufficient to fully reimburse Depository for any of the above amounts, Borrower shall pay such deficiency to Depository.

7.   Fees .  Borrower shall pay upon demand all taxes, fees and charges due or owing with in connection with the maintenance of the Deposit Account and this Agreement and the Depository’s services hereunder.  Borrower acknowledges and agrees that it shall be, and at all times remains, liable to Depository and Collateral Agent for all fees, charges, costs and expenses in connection with the Deposit Account, this Agreement and the enforcement hereof, including, without limitation, the  reasonable fees and expenses of legal counsel to Depository and Collateral Agent as needed to enforce performance of this Agreement.  In the event that Borrower fails to pay for the foregoing fees, charges, costs and expenses in connection with the Deposit Account,  Depository and Collateral Agent may deduct  their respective fees, charges, costs and expenses from the Deposit Account.  The standard fees of the Depository currently in effect are set forth in the Depository’s Business Account Fee Schedule, as amended from time to time, and in Schedule 1 attached hereto. Collateral Agent shall not be liable to the Depository for any such taxes, fees or charges.

8.   Notices .  Each notice or other communication required or deemed desirable hereunder (other than statements and information and documentation routinely provided by Depository with respect to the Deposit Account) shall be in writing, shall be sent by messenger or by registered or certified mail or by fax, shall be effective when received and shall be sent to the relevant party at its address appearing above or on the