usdry_8ka-ex1007.htm


    Exhibit
10.7


     

    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):

     

    (1)            (PSA
3.2) Seller will deliver to Buyer, within five (5) business days after Closing,
a fully valid stock certificate evidencing the transfer of the Stock from Seller
to Buyer and Buyer's ownership thereof.

     

    (2)            (PSA
6.9) The excess number of employees which Seller is responsible for retaining
post-Closing as Seller's employees is one (1) (May Mak).

     

    (3)            (PSA
10.2.2) The lease consents and estoppels are in form and content acceptable to
Buyer. All amounts due and payable to the respective lessors in relation to the
assignment of said leases and consents and estoppels has been paid to lessors by
Buyer directly (Ward and Pearl Highlands) or by Seller out of net proceeds
(Kahala and Kailua).

     

    (4)            (PSA
10.2.3) Total aggregate monthly base rents, common area maintenance fees and
other charges under the leases as of Closing do not exceed
$29,891.40.

     

    (5)            (PSA
11.2) Buyer and Seller have allocated the Price among the Property as follows:
equipment ($750,000); fixtures ($100,000); contracts and intangibles ($100,000);
non-compete agreement ($100,000); personalty ($50,000); and goodwill
(balance).

     

    (6)            (PSA
12.4.1, 12.7) Net Cash due and payable by Buyer to Seller as of Closing after
deduction of the Deposit and proration of all closing costs, lease rents,
deposits, insurance payments and other amounts as of Closing is $964,088.18, all
as set forth in the attachment hereto.

     

    (7)            (PSA
12.4.2) In the event Buyer does not make any payment due under the Note within
five days of its due date, then Buyer, in addition to any other payments due
under the Note, will immediately pay Seller an amount equal to 5% of the amount
due as a late charge thereunder.

     

    (8)            (PSA
12.4.3) Seller will immediately release the UCC-1 Financing Statement upon
Buyer's payment of any and all amounts due under the Note.

     

    (9)            (PSA
12.7, 12.8, 12.9 and 12.12) There are no Accounts Payable or Accounts Receivable
to be
netted out as of Closing; provided, however, that (a) $1,350.00 in cash will be
retained in the cash registers as of Closing and will be reimbursed to Seller at
Closing; and (b) the Parties will cooperate in good faith with each other toward
a final reconciliation within thirty days after Closing.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (10)           (PSA
13.3) Seller will remove or cause to be removed all Pere from the Kaneohe
Premises
equipment on or before 4:30PM on the day of Closing and will dispose of it as
Seller directs. All other hazardous waste on said premises as of Closing will be
placed by Seller in Seller's container located on said premises within the same
timeframe, which container will be locked with only one key held by Jack
Robinson, and all of which hazardous waste will be removed from said premises by
Seller on or before July 31, 2008.

     

    (11)           (PSA
16) There will be no Hawaii press release.

     

    (12)           Seller
will receive at Closing a credit of $1,600 for custom printed taped hangars
imprinted
with "Caesars Cleaners" held by Sadd Supply for supply to Caesars Cleaners;
provided that, in the event Buyer utilizes up to fifty percent of said hangers
post-Closing, said $1,600 shall be applied to such utilization.

     

    (13)           With
respect to Caesars $3.93 gift certificates outstanding as of Closing, Seller
will reimburse
Buyer for any redeemed certificates at a value of $3.75 per certificate within
ten days of submission of an invoice for the same by Buyer to Seller together
with the redeemed certificates.

     

    (14)Any
and all other pre-Closing obligations of the Parties have been satisfied and
fulfilled. Except as
and only to the extent addressed, modified and confirmed in this Agreement, the
PSA continues to set forth the rights and obligations of the Parties with
respect to the transactions set forth therein.

     

    [LEFT
INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Effective
as of Closing.

     

     

    ROBINSON CORP., a Hawaii
corporation

    
    

     

    By:  /s/ Jack
Robinson                                     


    Name:
THURSTON JOHN ROBINSON


    Title:
President

     

    (Seller)

     

    
    

     

    THERESA
PAULETTE WINN

     

    (Owners)

     

     

    


    
      	
              ENIVEL, INC., a Hawaii
      corporation

            


    

    


    By:  /s/ Michael E. Drace

    (Buyer)

     

    U.S.
DRY CLEANING CORPORATION,


    a
Delaware corporation

     

     

    
      By: 
/s/ Michael E.
Drace

    

    Name:
Michael E. Drace

    Title: 
President