0001185185-06-000385 Sample Contracts

August 24, 2006
Engagement Agreement for Investment Banking Services • October 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment

This letter sets forth an Engagement Agreement (“Agreement”) between Marino Capital Partners, Inc., a California corporation (“MCP”) and US Dry Cleaning Corporation, a Delaware corporation (“USDC” or “Company”).

Sample 1
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EMPLOYMENT AGREEMENT
Employment Agreement • October 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 29th day of July, 2005, by and between U.S. Dry Cleaning Corporation ("the Company") a Delaware Corporation, and Michael Eugene Drace ("Employee").

Sample 1
AGREEMENT AND PLAN OF MERGER by and among US DRY CLEANING CORPORATION USDCC MERGER SUB, INC. and Coachella Valley Retail, LLC. Dated as of August 8, 2005 AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2005, is made and entered into by and among US DRY CLEANING CORPORATION (“USDCC”), a Delaware corporation (“USDCC”), USDCC MERGER SUB INC.(“MERGER SUB”), a California corporation and direct, wholly-owned subsidiary of USDCC , and Coachella Valley Retail, LLC, a California Limited Liability Company (“CVR”).

Sample 1
CONSULTING AGREEMENT BETWEEN US DRY CLEANING CORPORATION AND THE WATLEY GROUP, LLC
Consulting Agreement • October 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California
Sample 1
AGREEMENT AND PLAN OF MERGER by and among US DRY CLEANING CORPORATION, USDCC MERGER SUB, INC. AND STEAM PRESS HOLDINGS, INC. Dated as of August 8, 2005 AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • Hawaii

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2005, is made and entered into by and among US DRY CLEANING CORPORATION, a Delaware corporation (“USDCC”), USDCC MERGER SUB, INC., a Hawaii corporation and direct, wholly-owned subsidiary of USDCC (“Merger Sub”), and STEAM PRESS HOLDINGS, INC., a Hawaii corporation (“SPHI”).

Sample 1
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Senior Secured Convertible Promissory Note • October 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California
Sample 1
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