usdry_8ka-ex1001.htm


    Exhibit
10.1

    ASSIGNMENT OF
LEASES

     

    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.

     

    RECITALS:

     

    A.    Assignor
is the lessee under those certain leases described in Exhibit 1 attached hereto
("Leases").

     

    B.    Assignor,
Assignee, THURSTON J. ROBINSON,
THERESA PAULETTE WINN,
and U.S. DRY CLEANING
CORPORATION are parties to that certain unrecorded Purchase and Sale
Agreement dated May 31, 2008 ("PSA"), pursuant to which Assignee is acquiring
from Assignor's interests in the Leases.

     

    C.    In accordance
with and subject to the terms and conditions of the PSA, Assignor has agreed to
assign to Assignee, and does hereby assign to Assignee, all of Assignor's right,
title and interest in and to, and obligations under, the Leases, and Assignee
has agreed to accept such assignment and assume such obligations, and hereby
accepts such assignment and assumes such obligations, subject to the terms and
conditions herein contained.

     

    NOW,
THEREFORE, pursuant to and in effectuation of the terms of the PSA and in
consideration of the sum of TEN AND NO/100 DOLLARS (USS10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:

     

    1.     Assignment.
Assignor does hereby sell, assign, transfer and convey to Assignee all of
Assignor's right, title and interest in, to and under the Leases.

     

    SUBJECT,
HOWEVER, to the terms and conditions thereof.

     

    Assignee
hereby assumes and promises, covenants and agrees that Assignee will observe and
perform, in accordance with the tenns thereof, all of the remaining duties and
obligations owed by Assignor under or pursuant to the Leases.

     

    2.            "AS
IS" "WHERE IS" Sale. Assignee acknowledges and agrees that the Leases are
assigned by Assignor to Assignee in "AS IS, WHERE IS, AS BUILT, WITH ALL FAULTS"
condition, that Assignor has made and makes no representations or warranties to
Assignee with respect thereto.

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    3.             Indemnification.
Assignee hereby agrees to indemnify, hold harmless, and defend Assignor
from and against all claims, liabilities, losses, damages, costs, court costs
and expenses, including, without limitation, attorneys' fees, which Assignor may
suffer or incur and relating in any way to said Leases arising after the Closing
Date.

     

    4.             Severability. If any
provisions of this Assignment or the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent, the remainder of
this Assignment and the application of such provisions to other persons or
circumstances shall not be affected thereby.

     

    5.             Facsimile
Signatures-Counterparts. This Assignment and all or any related documents
may be executed in two or more counterparts, and by a mechanical device or
machine or by the use of facsimile signature, and each counterpart, when
executed, shall be deemed an original. All such counterparts, together, shall
constitute one agreement or one document binding on all the parties thereto,
notwithstanding that all the parties are not signatory to the original or the
same counterpart.

     

    6.             Applicable Law. This
Assignment shall be controlled, construed and enforced in accordance with the
laws of the State of Hawaii.

     

    [THIS
LEFT INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Dated as
of the Effective Date.

     

     ASSIGNOR:

     

    ROBINSON CORP., a Hawaii
corporation

     

     

    By:  /s/ Thurston
John Robinson

    Name:
THURSTON JOHN ROBINSON


    Title:
President

     

     

     

    ASSIGNEE:

     

    ENIVEL, INC., a Hawaii
corporation

     

     

    By:  /s/ Michael E.
Drace

    Name:  Michael E. Drace

    Title:  President

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


     

    EXHIBIT
I

     

    LEASES

     

    The
following leases, together with all amendments thereto (and deposits as of the
Effective Date), as previously delivered by Seller to Buyer:

     

    Ward
Center (General Growth)

    Pearl
Highlands (I&G Pearl Highlands) Kailua (Twenty First
Technologies)