Form of Warrant Agreement

Exhibit
    4.1

    


    WARRANT
      AGENCY AGREEMENT

    


    THIS
      WARRANT AGREEMENT (the “Agreement”), dated as of the __ day of __________, 2007,
      is entered into by and between U.S. Dry Cleaning Corporation, a Delaware
      corporation, (hereinafter called the “Company”) and Interwest Transfer Company,
      Inc., (hereinafter called “Warrant Agent”).

    


    W
      I T
      N E S S E T H

    


    WHEREAS,
      pursuant to a Registration Statement on Form SB-2, Registration Statement No.
      333-139689 filed with the Securities and Exchange Commission (the “Commission”)
      relating to the Company’s proposed public offering of its securities (the
“Public Offering”), the Company proposes to issue up to 3,000,000 units (the
“Units”), each Unit consisting of one share of the Common Stock of the Company
      and one Redeemable Common Stock Purchase Warrant (which is initially exercisable
      to purchase one share of Common Stock on the terms and conditions set forth
      in
      this Agreement (a “Warrant”)). The Warrants are subject to certain limitations
      and restrictions as set forth in this Agreement;

    


    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange and exercise of the Warrants;

    


    NOW
      THEREFORE, in consideration of the premises and mutual agreements contained
      herein, it is agreed as follows:

    


    SECTION
      1. Appointment
      of Warrant Agent.

    


    The
      Company hereby appoints the Warrant Agent to act as agent for the Company in
      connection and accordance with this Agreement, and the Warrant Agent hereby
      accepts the appointment.

    


    SECTION
      2. Form
      of Warrant.

    


    The
      text
      of the Warrant and the form of election to purchase shares to be printed on
      the
      reverse thereof shall be substantially as set forth respectively in Exhibit
      A
      hereto.
      The number of shares issuable upon exercise of the Warrants is subject to
      adjustment on the occurrence of certain events, as described herein. The
      Warrants shall be executed on behalf of the Company by a manual or facsimile
      signature of the present or future president, chief executive officer or vice
      president of the Company, under its corporate seal affixed or in facsimile,
      and
      attested to by the secretary or an assistant secretary.

    


    Warrants
      shall be dated as of the closing date of the Offering commenced on ___________,
      2007 (the “Effective Date”). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    SECTION
      3. Countersignature
      and Registration.

    


    The
      Warrant Agent shall maintain books for the transfer and registration of
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof.
      The Warrants shall be countersigned manually or by facsimile by the Warrant
      Agent (or by any successor to the Warrant Agent then serving under this
      Agreement), and shall not be valid for any purpose unless so countersigned.
      Warrants may be so countersigned, however, by the Warrant Agent, notwithstanding
      that the person whose manual or facsimile signature appears thereon as the
      proper officers of the Company have ceased to be such officers at the time
      of
      such countersignature and delivery.

    


    SECTION
      4. Transfers
      and Exchanges.

    


    The
      Warrant Agent shall not permit the transfer of any Warrant unless authorized
      in
      writing by the Company. Warrants which have been canceled shall be delivered
      upon request by the Warrant Agent to the Company. Warrants may be exchanged
      at
      the option of the holder thereof, when surrendered at the office of the Warrant
      Agent, for another Warrant or Warrants of different denominations, of like
      tenor, and representing in the aggregate the right to purchase a like number
      of
      shares of Common Stock.

    


    SECTION
      5. Exercise
      of Warrants.

    


    Subject
      to the provisions of this Agreement, each registered holder of Warrants shall
      have the right to purchase from the Company, and the Company shall issue and
      sell to such registered holder, the number of fully paid and nonassessable
      shares of Common Stock of the Company specified in the Warrants, upon surrender
      to the Company at the office of the Warrant Agent of such Warrants, with the
      form of election to purchase the Warrants filled out and signed, and upon
      payment to the Company of the Warrant Price, as specified herein. Any Warrant
      may be exercised in whole or in part. In the event of exercise in part, the
      Warrant Agent shall issue and deliver to the Warrant Holder another Warrant
      of
      like tenor representing the unexercised number of shares. Payment for the shares
      upon exercise of Warrants shall be in cash or by certified check to the order
      of
      the Company. Warrants may be exercised for a period of five years beginning
      at
      the Closing of the Offering. No adjustment shall be made for any dividends
      on
      any Common Stock issuable upon exercise of any Warrant. Subject to Section
      5
      hereof, upon surrender of Warrants and payment of the Warrant Price, the Company
      shall issue and cause to be delivered with all reasonable dispatch to, or upon
      the written order of the registered holder of Warrants exercised, and in such
      name or names as the holder shall designate, a certificate or certificates
      representing the shares so purchased, together with cash, as provided in Section
      11 hereof, in respect of any fraction of a share of Common Stock otherwise
      issuable upon surrender. Such certificate or certificates shall be deemed to
      have been issued, and any person so designated to be named therein shall be
      deemed to have become a holder of record of such shares, as of the date of
      surrender of the Warrants and the payment of the Warrant Price; provided,
      however, that if, at the date of surrender of such Warrants and the payment
      of
      such Warrant Price, the transfer books for the Common Stock or other class
      of
      stock purchasable upon the exercise of such Warrants shall be closed, the
      certificates for the shares in respect of which such Warrants are then exercised
      shall be issuable as of the date of which such books shall be opened, whether
      before, on, or after 5:00 p.m., Utah time, on the respective dates of expiration
      of the Warrants, and until such date, the Company shall have no obligation
      or
      duty to deliver any certificate for such shares; provided, further, however,
      that the transfer books, unless otherwise required by law or applicable rule
      of
      any national securities exchange, or bylaw of the Company, shall not be closed
      at any one time for a period in excess of 20 days. The Company, whenever
      requested by the Warrant Agent, will supply the Warrant Agent with Warrants
      duly
      executed on behalf of the Company for such purpose. The Company shall pay all
      taxes and other governmental charges (other than income tax) that may be imposed
      in respect of the issue or delivery of the shares issued upon the exercise
      of
      any Warrants. The Company shall not be required, however, to pay any tax or
      other charge imposed in connection with any transfer involved in the issue
      of
      the any certificate for shares in any name other than that of the Warrant holder
      surrendered in connection with the purchase of such shares, and in such case
      neither the Company nor the Warrant Agent shall be required to issue or deliver
      any stock certificate until such tax or other charge has been paid or it has
      been established to the Company's satisfaction that no tax or charge is
      due.

     

    
      
         

      

      
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    SECTION
      6. Call
      Provision.

    


    In
      the
      event that the closing sales price of a share of Common Stock as traded on
      the
      most senior exchange or quotation medium where the shares are quoted equals
      or
      exceeds $5.00 (appropriately adjusted for any stock split, reverse stock split,
      stock dividend or other reclassification or combination of the Common Stock
      occurring after the date hereof) for at least twenty consecutive trading days,
      the Company, upon 30 days prior written notice (the “Notice Period”) given to
      the Warrant holder, shall have the right to call some or all of the then
      outstanding Warrants at a redemption price equal to $0.05 per share of Common
      Stock then purchasable pursuant to the outstanding Warrants. Notwithstanding
      any
      such notice by the Company, the Warrant holder shall have the right to exercise
      any Warrants prior to the end of the Notice Period. In connection with any
      transfer or exchange of less than all of the Warrants, the Company’s right to
      call the Warrants shall apply pro rata to the shares underlying the Warrants
      with respect to the transferring holder and the transferee holder of the
      Warrants.

    


    SECTION
      7. Replacement
      of Warrant.

    


    Upon
      receipt of evidence reasonably satisfactory to the Company of the ownership
      of
      and the loss, theft, destruction or mutilation of this Warrant and (in the
      case
      of loss, theft or destruction) upon delivery of a lost instrument bond (open
      penalty) satisfactory to the Company and Warrant Agent, or (in the case of
      mutilation) upon surrender and cancellation of the mutilated Warrant, the
      Company will execute and the Transfer Agent will countersign and deliver, in
      lieu thereof, a new Warrant of like tenor.

    


    SECTION
      8. Reservation
      of Common Stock.

    


    The
      Company has reserved and shall at all times reserve and keep available out
      of
      its authorized but unissued shares of Common Stock, solely for the purpose
      of
      issuance upon the exercise of this Warrant, such number of shares of Common
      Stock as shall be issuable upon the exercise hereof. The Company covenants
      and
      agrees that, upon exercise of this Warrant and payment of the purchase price
      therefor, all shares of Common Stock issuable upon such exercise shall be duly
      and validly issued, fully paid and nonassessable. The Company will keep a copy
      of this Agreement on file with the Transfer Agent for the Common Stock and
      with
      every subsequent transfer agent for any shares of the Company's capital stock
      issuable upon the exercise of the rights of purchase represented by the
      Warrants. The Warrant Agent is hereby irrevocably authorized to requisition
      from
      time to time such Transfer Agent for stock certificates required to honor
      outstanding Warrants. The Company will supply such Transfer Agent with duly
      executed stock certificates for such purpose and will itself provide or
      otherwise make available any cash which may be required to be paid if the
      Company elects not to issue fractional shares under Section 11 hereof. Any
      Warrant certificates surrendered in the exercise of the rights thereby evidenced
      shall be canceled by the Warrant Agent and shall thereafter be delivered to
      the
      Company, and the Warrant Agent shall confirm to the Company that the number
      of
      shares of Common Stock corresponding to such canceled Warrants have been issued
      upon the exercise of such Warrants. Promptly after the date of expiration of
      the
      Warrants, the Warrant Agent shall certify to the Company the total aggregate
      amount of Warrants then outstanding.

     

    
      
         

      

      
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    SECTION
      9. Warrant
      Price.

    


    The
      Warrant price at which Common Stock shall be purchasable shall be $3.50 per
      share at any time during the period commencing at the closing date of the
      Offering and until five years after to closing date of the Offering. The Company
      will confirm the expiration date of each warrant to the Warrant
      Agent.

    


    SECTION
      10. Protection
      Against Dilution.

    


    a. Adjustment
      for Subdivisions, Combinations of Dividends.

    


    In
      case
      the Company shall at any time, or from time to time, after the Effective Date
      subdivide or combine the outstanding shares of Common Stock or declare a
      dividend payable in Common Stock, the exercise price of the Warrants in effect
      immediately prior to the subdivision, combination or record date for such
      dividend payable in Common Stock shall forthwith be proportionately increased,
      in the case of combination, or decreased, in the case of subdivision or dividend
      payable in Common Stock, and each share of Common Stock purchasable upon
      exercise of each Warrant shall be change to the number determined by dividing
      the then current exercise price by the exercise price as adjusted after the
      subdivision, combination or dividend payable in Common Stock. Upon the
      occurrence of any subdivision, combination or dividend, the Company will confirm
      to the Warrant Agent the adjusted exercise price of each outstanding
      warrant.

    


    b. Adjustment
      for Certain Dividends and Distributions.

    


    In
      the
      event the Company at any time, or from time to time, after the Effective Date
      makes or fixes a record date for the determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in securities
      of
      the Company other than shares of Common Stock, then and in each such event
      provisions shall be made so that each Warrant holder (the "Holder") shall
      receive upon exercise of the Warrant, in addition to the number of shares of
      Common Stock receivable thereupon, the amount of securities of the Company
      which
      the Holder would have received had its Warrant been exercised into Common Stock
      on the date of such event and had it thereafter, during the period from the
      date
      of such event to and including the date of exercise, retained such securities
      receivable by it as aforesaid during such period, subject to all other
      adjustments called for during such period under this Section 10 with respect
      to
      the rights of the Holder of the Warrant.

     

    
      
         

      

      
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    c. Adjustment
      for Reclassification, Exchange and Substitution.

    


    If
      the
      Common Stock issuable upon the exercise of the Warrants is changed into the
      same
      or a different number of shares of any class or classes of stock, whether by
      recapitalization, reclassification or otherwise (other than a subdivision or
      combination of shares or stock dividend or a reorganization, merger,
      consolidation or sale of assets, provided for elsewhere in this Section 10),
      then and in any such event the Holder shall have the right thereafter, upon
      exercise of the Warrant, to receive the kind and amount of stock and other
      securities and property receivable upon such recapitalization, reclassification
      or other change, in an amount equal to the amount that the Holder would have
      been entitled to have had the Holder exercised the Warrant immediately prior
      to
      such recapitalization, reclassification or change, but only to the extent the
      Warrant is actually exercised, all subject to further adjustment as provided
      herein.

    


    d. Reorganization,
      Mergers, Consolidations of Sales of Assets.

    


    If
      at any
      time, or from time to time, there is a capital reorganization of the Common
      Stock (other than a recapitalization, subdivision, combination, reclassification
      or exchange of the Common Stock provided for elsewhere in this Section 10)
      or
      merger or consolidation of the Company with or into another corporation, or
      the
      sale of all or substantially all of the Company's properties and assets to
      any
      other person then, as a part of such reorganization, merger, consolidation
      or
      sale, provision shall be made so that the Holder of each Warrant shall
      thereafter be entitled to receive, upon exercise of each Warrant (and only
      to
      the extent such Warrant is exercised), the number of shares of stock or other
      securities or property of the Company, or of the successor corporation resulting
      from such merger or consolidation or sale, to which a Holder of Common Stock,
      or
      other securities, deliverable upon the exercise of the Warrant would otherwise
      have been entitled on such capital reorganization, merger, consolidation, or
      sale.


    


    SECTION
      11. Fractional
      Interest.

    


    The
      Company shall not be required to issue fractions of Common Stock on the exercise
      of Warrants. If any fraction of a common share would, except for the provisions
      of this Section, be issuable on the exercise of any Warrant (or specified
      portions thereof), the Company shall purchase such fraction for an amount in
      cash equal to the current market value of such fraction based upon the current
      market price of the common share determined in the manner set forth below.
      For
      purposes of this Section, the current market price on each day shall be the
      last
      reported sales price, regular way, in either case on any national securities
      exchange on which the Common Stock is listed or admitted to trading, or, if
      the
      Common Stock is not listed or admitted to trading on any such exchange, the
      average of the bid and asked prices on such day as reported on NASDAQ, or if
      such shares are not then listed on NASDAQ, as furnished by National Quotation
      Bureau Incorporated or any similar organization selected from time to time
      by
      the Company for the purpose. All calculations under this Section shall be made
      to the nearest cent or to the nearest one-hundredth of a share, as the case
      may
      be. 

     

    
      
         

      

      
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    SECTION
      12. Notices
      of Warrant Holders.

    


    Nothing
      contained in this Warrant shall be construed as conferring upon any Warrant
      Holder hereto the right to vote or to consent or to receive notice as a
      shareholder in respect of any meetings of shareholders for the election of
      directors or any other matter or as having any rights whatsoever as a
      shareholder of the Company. If, however, at any time prior to the expiration
      of
      the Warrant and prior to its exercise, any of the following events shall
      occur:

    


    a. The
      Company shall fix a record date of the Holders of its shares of Common Stock
      for
      the purpose of entitling them to receive a dividend or distribution;
      or

    


    b. The
      Company shall offer to the Holders of its Common Stock any additional shares
      of
      capital stock of the Company or securities convertible into or exchangeable
      for
      shares of capital stock of the Company, or any option (except for options to
      be
      granted to Company's employees pursuant to a stock option plan approved by
      the
      Company's Board of Directors), right or warrant, to subscribe therefor; or
      

     

    c. The
      Company shall call any of the Warrants for redemption; or

    


    d. A
      merger,
      consolidation, dissolution, liquidation or winding up of the Company or a sale
      of all or substantially all of its property, assets and business as an entirety
      shall be proposed;

     

    The
      Company shall give written notice of such event to the Warrant Holder at least
      thirty (30) days prior to the date fixed as a record date or the date of closing
      the transfer books for the determination of the shareholders entitled to
      received such dividend, distribution, convertible or exchangeable securities
      or
      subscription rights, entitled to vote on such proposed dissolution, liquidation,
      winding up or sale, or in the case where Warrants have been called for
      redemption, the Company shall give written notice of such event to the Warrant
      Holder at least thirty (30) days prior to the date fixed as a record date.
      Such
      notice shall specify such record date, the date of closing the transfer books,
      or the redemption date, as the case may be. Failure to give such notice or
      any
      defect therein shall not affect the validity of any action taken in connection
      with the declaration or payment of any such dividends or the issuance of any
      convertible or exchangeable securities, or subscription rights, options or
      warrants or any proposed dissolution, liquidation, winding up, sale or
      redemption.

     

    
      
         

      

      
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    All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be deemed to have been duly made when delivered, or mailed
      by
      U.S. mail, certified mail, postage prepaid, return receipt
      requested:


    a. If
      to any
      Warrant Holder, to the address of such Holder as shown on the books of the
      Company; or 

    


    b. If
      to the
      Company, to the address of the Company on the records of the Warrant
      Agent.

    


    c. If
      to the
      Warrant Agent, to 1981 East 4800 South, Ste. 100, Salt Lake City, UT
      84117.

    


    The
      Company shall cause copies of all financial statements and reports, proxy
      statements and other documents it shall send to its shareholders to be sent
      by
      U.S. mail, postage prepaid, on the date of mailing to such shareholder, to
      each
      registered Warrant Holder at his address appearing on the Warrant register
      as of
      the record date for the determination of the shareholders entitled to such
      documents.

    


    SECTION
      13. Disposition
      of Proceeds on Exercise of Warrants.

    


    a. The
      Warrant Agent shall account promptly to the Company with respect to Warrants
      exercised and concurrently deposit in a special account in a local bank
      designated by the Warrant Agent for the benefit of the Company all moneys
      received by the Warrant Agent for the purchase of common Stock through the
      exercise of such Warrants.

    


    b. The
      Warrant Agent shall keep copies of this Agreement available for inspection
      by
      holders of Warrants during normal business hours.

    


    SECTION
      14. Merger
      or Consolidation or Change of Name of Warrant Agent.

    


    Any
      corporation or company which may succeed to the business of the Warrant Agent
      by
      any merger or consolidation or otherwise to which the Warrant Agent shall be
      a
      party, or any corporation or Company succeeding to the corporate trust business
      of the Warrant Agent, shall be the successor to the Warrant Agent hereunder
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto. In case at the time any of the Warrants shall not
      have been countersigned, any successor to the Warrant Agent may countersign
      such
      Warrants either in the name of the predecessor Warrant Agent or in the name
      of
      the successor Warrant Agent; and in all such cases such Warrant shall have
      the
      full force provided in the Warrant and in this Agreement.

    


    SECTION
      15. Duties
      of Warrant Agent.

    


    The
      Warrant Agent undertakes the duties and obligations imposed by this Agreement
      upon the following terms and conditions, by all of which the Company and the
      Warrant Holders, by their acceptance thereof, shall be bound:

     

    
      
         

      

      
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    a. The
      statements of fact and recitals contained herein and in the Warrants shall
      be
      taken as statements of the Company, and the Warrant Agent assumes no
      responsibility for the correctness of any of the same except such as described
      pertaining to the Warrant Agent or action taken or to be taken by it. The
      Warrant Agent assumes no responsibility with respect to the distribution of
      the
      Warrants except as herein expressly provided.

    


    b. The
      Warrant Agent shall not be responsible for any failure of the Company to comply
      with any of the covenants contained in this Agreement or in the Warrants to
      be
      complied with by the Company.

    


    c. The
      Warrant Agent may consult at any time with counsel satisfactory to it (who
      may
      be counsel for the Company) and the Warrant Agent shall incur no liability
      or
      responsibility to the Company or to any holder of any Warrant in respect of
      any
      action taken, suffered or omitted by it hereunder in good faith and in
      accordance with the opinion or the advice of such counsel.

    


    d. The
      Warrant Agent shall incur no liability or responsibility to the Company or
      to
      any holder of any Warrant for any action taken in reliance on any notice,
      resolution, waiver, consent, order, certificate, or other paper, document or
      instrument believed by it to be genuine and to have been signed, sent or
      presented by the proper party or parties.

    


    e. The
      Company agrees to pay to the Warrant Agent reasonable compensation for all
      services rendered by the Warrant Agent in the execution of this Agreement,
      to
      reimburse the Warrant Agent for all expenses, taxes and governmental charges
      and
      other charges of any kind and nature incurred by the Warrant Agent in the
      execution of this Agreement and to indemnify the Warrant Agent and save it
      harmless against any and all liabilities, including judgments, costs and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent's gross
      negligence, willful misconduct, or bad faith.

    


    f. The
      Warrant Agent shall be under no obligation to institute any action, suit or
      legal proceeding or to take any other action likely to involve expense unless
      the Company or one or more registered holders of Warrants shall furnish the
      Warrant Agent with reasonable security and indemnity acceptable to Warrant
      Agent
      for any costs and expenses which may be incurred, but this provision shall
      not
      affect the power of the Warrant Agent to take such action as the Warrant Agent
      may consider proper, whether with or without any such security or indemnity.
      All
      rights of action under this Agreement or under any of the Warrants may be
      enforced by the Warrant Agent without the possession of any of the Warrants
      or
      the production thereof any trial or other proceeding relating thereto, and
      any
      such action, suit or proceeding instituted by the Warrant Agent shall be brought
      in its name as Warrant Agent, and any recovery of judgment shall be for the
      ratable benefit of the registered holders of the Warrants, as their respective
      rights or interests may appear.

    


    g. The
      Warrant Agent and any shareholder, director, officer, partner or employee of
      the
      Warrant Agent may buy, sell or deal in any of the Warrants or other securities
      of the Company or become pecuniarily interested in any transaction in which
      the
      Company may be interested, or contract with or lend money to or otherwise act
      as
      fully and freely as though it were not Warrant Agent under this Agreement.
      Nothing herein shall preclude the Warrant Agent from acting in any other
      capacity for the Company or for any other legal entity.

     

    
      
         

      

      
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    h. The
      Warrant Agent shall act hereunder solely as agent and not in a ministerial
      capacity, and its duties shall be determined solely by the provisions hereof.
      The Warrant Agent shall not be liable for anything which it may do or refrain
      from doing in connection with this Agreement except for its own gross
      negligence, willful misconduct or bad faith.

    


    i. The
      Warrant Agent may execute and exercise any of the rights or powers hereby vested
      in it or perform any duty hereunder either itself or by or through its
      attorneys, agents or employees, and the Warrant Agent shall not be answerable
      or
      accountable for any act, default, neglect or misconduct, provided reasonable
      care had been exercised in the selection and continued employment
      thereof.

    


    j. Any
      request, direction, election, order or demand of the Company shall be
      sufficiently evidenced by an instrument signed in the name of the Company by
      its
      President or a Vice President or its Secretary or an Assistant Secretary or
      its
      Treasurer or an Assistant Treasurer (unless other evidence in respect thereof
      be
      herein specifically prescribed); and any resolution of the Board of Directors
      may be evidenced to the Warrant Agent by a copy thereof certified by the
      Secretary or an Assistant Secretary of the Company.

    


    SECTION
      16. Change
      of Warrant Agent.

    


    The
      Warrant Agent may resign and be discharged from its duties under this Agreement
      by giving to the Company notice in writing, and to the holders of the Warrants
      notice by mailing such notice to holders at the addresses appearing on the
      Warrant register, of such resignation, specifying a date when such resignation
      shall take effect. The Warrant Agent may be removed by like notice to the
      Warrant Agent from the Company and by like mailing of notice to the holders
      of
      the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise
      become incapable of acting, the Company shall appoint a successor to the Warrant
      Agent. If the Company shall fail to make such appointment within a period of
      30
      days after the removal or after it has been notified in writing of the
      resignation or incapacity by the resigning or incapacitated Warrant Agent,
      the
      registered holder of any Warrant may apply to any court of competent
      jurisdiction for the appointment of a successor to the Warrant Agent. After
      appointment, the successor warrant agent shall be vested with the same powers,
      right, duties and responsibilities as if it had been originally named as Warrant
      Agent without further act or deed; but the former Warrant Agent shall deliver
      and transfer to the successor warrant agent all canceled Warrants, records
      and
      property at the time held by it hereunder, and execute and deliver any further
      assurance, conveyance, act or deed necessary for the purpose. Failure to file
      or
      mail any notice provided for in this Section, however, or any defect therein,
      shall not affect the legality or validity of the resignation or removal of
      the
      Warrant Agent or the appointment of the successor warrant agent, as the case
      may
      be.

     

    
      
         

      

      
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    SECTION
      17. Change
      of Transfer Agent.

    


    Forthwith
      upon the appointment of any Transfer Agent for the Common Stock or of any
      subsequent transfer agent for Common Stock or other shares of the Company's
      capital stock issuable upon the exercise of the rights of purchase represented
      by the Warrants, the Company will file with the Warrant Agent a statement
      setting forth the name and address of such Transfer Agent.

    


    SECTION
      18. Supplements
      and Amendments.

    


    The
      Company and the Warrant Agent may, from time to time, supplement or amend this
      Agreement without the approval of any holders of Warrants in order to cure
      any
      ambiguity or to correct or supplement any provisions contained herein which
      may
      be defective or inconsistent with any other provisions in regard to matters
      or
      questions arising thereunder which the Company and the Warrant Agent may deem
      necessary or desirable and which shall not be inconsistent with the provisions
      of the Warrants and which shall not adversely affect the interests of the
      holders of Warrants.

    


    SECTION
      19. Successors.

     

    All
      the
      covenants, agreements, representations and warranties contained in this
      Agreement shall bind the parties hereto and their respective heirs, executors,
      administrators, distributes, successors and assigns.

    


    SECTION
      20. Change;
      Waiver.

    


    Neither
      this Agreement nor any term hereof may be changed, waived, discharged or
      terminated orally but only by an instrument in writing signed by the party
      against which enforcement of the change, waiver, discharge or termination is
      sought.


    


    SECTION
      21. Headings.

    


    The
      section headings in this Agreement are inserted for the purpose of convenience
      only and shall have no substantive effect.

    


    SECTION
      22. Law
      Governing.

    


    This
      Agreement shall for all purposes be construed and enforced in accordance with,
      and governed by, the internal laws of the State of Utah, without giving effect
      to principles of conflict of laws.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    The
      parties hereto have caused this Agreement to be signed as of the date first
      above written..

     

    

      
        	
                By:
                  __________________________

              	 	
                By:
                  _______________________________

              
	 	 	 
	
                Name:
                  Robert Y. Lee

              	 	
                Name:
                  Kurt Hughes

              
	
                Title:
                  Chief Executive Officer

              	 	
                Title:
                  President

              


      

    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    [FORM
      OF
      FACE OF WARRANT CERTIFICATE]

    


    ______Warrants

    


    VOID
      AFTER _____ , 2012

    


    WARRANT
      CERTIFICATE FOR PURCHASE

    OF
      COMMON
      STOCK

    


    U.S.
      DRY
      CLEANING CORPORATION

    


    


    This
      certifies that FOR VALUE RECEIVED ______or registered assigns (the “Registered
      Holder”) is the owner of the number of Warrants (“Warrants”) specified above.
      Each Warrant represented hereby initially entitles the Registered Holder to
      purchase, subject to the terms and conditions set forth in this Warrant
      Certificate and the Warrant Agreement (as hereinafter defined), one fully paid
      and nonassessable share of common stock, par value $0.001 per share (“Common
      Stock”), of U.S. DRY CLEANING CORPORATION, a Delaware corporation (the
“Company”), at any time prior to the Expiration Date (as hereinafter defined),
      unless the Warrants are earlier redeemed, upon the presentation and surrender
      of
      this Warrant Certificate with the Subscription Form on the reverse hereof duly
      executed, at the corporate office of Interwest Transfer Company, Inc., the
      warrant agent, or its successor (the “Warrant Agent”),
      accompanied by payment of $3.50 (the “Exercise Price”) per share of Common Stock
      in lawful money of the United States of America in cash or by official bank
      or
      certified check made payable to U.S. DRY CLEANING CORPORATION, Special
      Account.

    


    This
      Warrant Certificate and each Warrant represented hereby are issued pursuant
      to
      and are subject in all respects to the terms and conditions set forth in the
      Warrant Agreement (the “Warrant Agreement”), dated ______, 2007 by and among the
      Company and the Warrant Agent.

    


    In
      the
      event of certain contingencies provided for in the Warrant Agreement, the
      Exercise Price and the number of shares of Common Stock subject to purchase
      upon
      the exercise of each Warrant represented hereby are subject to modification
      or
      adjustment. Each Warrant represented hereby is exercisable at the option of
      the
      Registered Holder, but no fractional shares of Common Stock will be issued.
      In
      the case of the exercise of less than all the Warrants represented hereby,
      the
      Company shall cancel this Warrant Certificate upon the surrender hereof and
      shall execute, and cause the Warrant Agent to countersign and deliver, a new
      Warrant Certificate of like tenor for the balance of such Warrants.

    


    The
      term
“Expiration Date” shall mean 5:00 P.M. (Utah time) on ______, 2012. If such date
      shall in the State of Utah be a holiday or a day on which banks are authorized
      to close, then the Expiration Date shall mean 5:00 P.M. (Utah time) the next
      following day which in the State of Utah is not a holiday or a day on which
      banks are authorized to close.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    The
      Company shall not be obligated to deliver any securities pursuant to the
      exercise of the Warrants represented hereby unless a registration statement
      under the Securities Act of 1933, as amended, with respect to such securities
      is
      effective. The Company has covenanted and agreed that it will file a
      registration statement and will use its best efforts to cause the same to become
      effective and to keep such registration statement current while any of the
      Warrants are outstanding. The Warrants represented hereby shall not be
      exercisable by a Registered Holder in any state where such exercise would be
      unlawful.

    


    This
      Warrant Certificate is exchangeable, upon the surrender hereof by the Registered
      Holder at the business office of the Warrant Agent, for a new Warrant
      Certificate or Warrant Certificates of like tenor representing an equal
      aggregate number of Warrants, each of such new Warrant Certificates to represent
      such number of Warrants as shall be designated by such Registered Holder at
      the
      time of such surrender.

    


    Prior
      to
      the exercise of any Warrant represented hereby, the Registered Holder shall
      not
      be entitled to any rights of a stockholder of the Company, including, without
      limitation, the right to vote or to receive dividends or other distributions,
      and shall not be entitled to receive any notice of any proceedings of the
      Company, except as provided in the Warrant Agreement.

    


    In
      the
      event that the closing sales price of a share of Common Stock of the Company
      as
      traded on the most senior exchange or quotation medium where the shares are
      quoted equals or exceeds $5.00 (appropriately adjusted for any stock split,
      reverse stock split, stock dividend or other reclassification or combination
      of
      the Common Stock occurring after the date hereof) for at least twenty
      consecutive trading days, the Company, upon 30 days prior written notice (the
      “Notice Period”) given to the Registered Holder, shall have the right to call
      some or all of the then outstanding Warrants at a redemption price equal to
      $0.05 per share of Common Stock then purchasable pursuant to the outstanding
      Warrants. Notwithstanding any such notice by the Company, the Registered Holder
      shall have the right to exercise any Warrants prior to the end of the Notice
      Period.

    


    Prior
      to
      due presentment for registration of transfer hereof, the Company and the Warrant
      Agent may deem and treat the Registered Holder as the absolute owner hereof
      and
      of each Warrant represented hereby (notwithstanding any notations of ownership
      or writing hereon made by anyone other than a duly authorized officer of the
      Company or the Warrant Agent) for all purposes and shall not be affected by
      any
      notice to the contrary.

    


    This
      Warrant Certificate shall be governed by and construed in accordance with the
      laws of the State of Delaware.

    


    This
      Warrant Certificate is not valid unless countersigned by the Warrant
      Agent.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
      executed, manually or in facsimile, by an officer of the Company thereunto
      duly
      authorized and a facsimile of its corporate seal to be imprinted
      hereon.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      
        	 	 	
                U.S.
                  DRY CLEANING CORPORATION

              
	 	 	 
	
                Dated:
                  _________ 

              	 	
                By:
                  ________________________________

              
	 	 	
                Name

              
	 	 	
                Title:

              


      



    


    Countersigned:

    


    


    Interwest
      Transfer Company, Inc.

    as
      Warrant Agent

    


    


    By:
      ______________________

    Authorized
      Officer

    



    
       

      
         

        
          

        

      

      
         

      

    


    [FORM
      OF
      REVERSE OF WARRANT CERTIFICATE]

    


    SUBSCRIPTION
      FORM

    


    To
      Be
      Executed by the Registered Holder

    in
      Order
      to Exercise Warrants

    


    The
      undersigned Registered Holder hereby irrevocably elects to exercise
      ______Warrants represented by this Warrant Certificate, and to purchase the
      securities issuable upon the exercise of such Warrants, and requests that
      certificates for such securities shall be issued in the name of

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    ___________________________

    ___________________________

    ___________________________

    ___________________________

    


    [please
      print or type name and address]

    


    and
      be
      delivered to

    


    [please
      print or type name and address]

    


    and
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below.

    


    ____
      Check here if the undersigned Registered Holder is exercising this Warrant
      as
      result of being solicited by Marino Capital Partners, Inc. and is designating
      Marino Capital Partners, Inc. to receive compensation for such exercise in
      accordance to, and to the extent permitted by, NASD Rule
      2710(f)(2)(K)(iv).

     

    
      
        	
                Dated:______
                  

              	 	
                X
                  _______________________________

              
	 	 	 ____________________________
	 	 	 ____________________________
	 	 	 ____________________________
	 	 	
                Address

              
	 	 	 ____________________________
	 	 	
                Taxpayer
                  Identification Number

              
	 	 	 ____________________________
	 	 	
                Signature
                  Guaranteed

              


      



    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ASSIGNMENT

    


    To
      Be
      Executed by the Registered Holder

    in
      Order
      to Assign Warrants

    


    FOR
      VALUE
      RECEIVED, ______hereby sells, assigns and transfers unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    ____________________________

    ____________________________

    ____________________________

    ____________________________

    


    [please
      print or type name and address]

    


    ______of
      the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitutes and appoints ________________________Attorney to transfer this
      Warrant Certificate on the books of the Company, with full power of substitution
      in the premises.

    


    


    Dated:
      ____________                                         X
      ________________________

                
      Signature Guaranteed

    


    


    THE
      SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
      WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
      GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
      AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
      MIDWEST STOCK EXCHANGE.