TRADEMARK ASSIGNMENT AND AGREEMENT

EXHIBIT 10.12

TRADEMARK ASSIGNMENT AND AGREEMENT

TRADEMARK ASSIGNMENT AND AGREEMENT (this “Assignment Agreement”) is made effective as of July 30, 2010 (the “Effective Date”), by and between SEATAC DIGITAL RESOURCES, INC., a Delaware corporation (the “Assignee”), and AMHN, INC., a Nevada corporation (the “Assignor”). This Assignment Agreement is made as part of Assignee’s acceptance of collateral in partial satisfaction of debt owed by Assignor to Assignee.

WHEREAS, Assignor owns an interest in the xxxx “America’s Minority Health Network, Inc.” (the “AMHN Xxxx”), and the goodwill of the business symbolized by such xxxx, and

WHEREAS, in connection with the partial satisfaction of certain debt owed by Assignor to the Assignee, Assignee wishes to acquire any interest Assignor may have in the AMHN Xxxx and the goodwill associated therewith.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1.      Assignment.    Assignor hereby assigns and transfers until Assignee, Assignor’s entire right, title and interest in and to the following:

a) The AMHN Xxxx;

b) All logos and phrases related to the AMHN Xxxx; and

c) The goodwill associated with Assignor’s interest in the AMHN Xxxx.

2.      Counterparts.    This Assignment Agreement may be signed in one or more counterparts, each of which shall be an original and all of which shall be considered one and the same agreement, and shall become effective when both parties have received a counterpart signed by the other party.

IN WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment Agreement to be executed by its duly authorized officer as of the date written above.

SEATAC DIGITAL RESOURCES, INC.

    /s/ Xxxxx Xxxx

By:

    Xxxxx Xxxx, President

AMHN, INC.

    /s/ Xxxxxx Cambridge

By:

    Xxxxxx Cambridge, Chief Executive Officer