Aspen University Inc.

Exhibit 10.12

Aspen University Inc.

000 X. 00xx Xxxxxx, Xxxxx 000

Xxx Xxxx, XX 00000

March 8, 2012

To the persons listed on Schedule A

Re: Pledge Agreement

Dear Sirs:

This letter agreement (this “Agreement”) relates to that certain pledge agreement (the “Pledge Agreement”) dated September 16, 2011 by and between Aspen University Inc., a Delaware corporation (the “Company”), and Higher Education Management Group, Inc., a Nevada corporation (“HEMG”), whereby HEMG pledged 772,793 shares of Series C preferred stock of the Company to the Company in order to secure repayment of those certain obligations in the aggregate amount of $772,793 (the “Obligation”) pursuant to those certain marketing agreements dated March 30, 2008 and December 1, 2008 by and between the Company and HEMG.

This Agreement documents your grant to the Company of a security interest in a number of shares of common stock of the Company set forth opposite your name on Schedule A (the “Pledged Shares”) as collateral security for the repayment of the Obligations. The terms and conditions of such pledge shall be governed by the same terms and conditions provided for in the Pledge Agreement, as it may be amended from time to time.

Nothing contained in this Agreement shall be deemed to imply that you are personally guaranteeing the Obligation or are personally liable for the Obligation, except to the extent of your Pledged Shares, as reflected on Schedule A.

If the foregoing is acceptable to you, please sign in the place indicated below and return an executed copy to us.

Sincerely,

/s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

Chief Financial Officer

March 8, 2012

Page 2

AGREED AND ACCEPTED:

/s/ Xxxxxxx Xxxxxxx                                            

Xxxxxxx Xxxxxxx

SCHEDULE A

Name		Number of Pledged Shares
Xxxxxxx Xxxxxxx		117,943
TOTAL		117,943