0001019687-08-002899 Sample Contracts

NON-COMPETE AGREEMENT
Non-Compete Agreement • July 2nd, 2008 • Us Dry Cleaning Corp • Services-personal services • Hawaii

This Non-Compete Agreement (this "Agreement") is made as of June 21, 2008 by and between ENIVEL, INC., a Hawaii corporation ("Purchaser") and THURSTON JOHN ROBINSON and THERESA PAULETTE WINN, individuals residing in the City and County of Honolulu, Hawaii (individually and collectively, "Owners").

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Contract
Side Letter Agreement • July 2nd, 2008 • Us Dry Cleaning Corp • Services-personal services

This Side Letter Agreement ("Agreement") is entered into effective June 21, 2008 (Closing) between the Parties hereto and addresses, modifies and confirms certain matters as set forth in that certain Purchase and Sale Agreement effective May 31, 2008 ("PSA") by and between said Parties, as, and only as, follows (defined terms herein bearing the same definitions as set forth in the PSA):

ASSIGNMENT OF CONTRACTS AND INTANGIBLES
Assignment of Contracts and Intangibles • July 2nd, 2008 • Us Dry Cleaning Corp • Services-personal services

THIS ASSIGNMENT OF CONTRACTS AND INTANGIBLES ("Assignment") is made and entered into on this 21st day of June, 2008 ("Effective Date"), by ROBINSON CORP., a Hawaii corporation ("Assignor"), and ENIVEL, INC., a Hawaii corporation ("Assignor"), or its permitted assignee.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 2nd, 2008 • Us Dry Cleaning Corp • Services-personal services • Hawaii

This Registration Rights Agreement (this "Agreement") is entered into as of June 21, 2008, by and among U.S. DRY CLEANING CORPORATION, a Delaware corporation (the "Company"), and ROBINSON CORP., a Hawaii corporation ("Robinson").

ASSIGNMENT OF LEASES
Assignment of Leases • July 2nd, 2008 • Us Dry Cleaning Corp • Services-personal services

THIS ASSIGNMENT OF LEASES ("Assignment") is made and entered into on this 21st day of June, 2008 ("Effective Date"), by and between ROBINSON CORP., a Hawaii corporation ("Assignor"), and ENIVEL, INC., a Hawaii corporation ("Assignee"), or its peiiiiitted assignee.

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