usdry_8ka-ex1002.htm


    Exhibit
10.2

     

    ASSIGNMENT OF CONTRACTS AND
INTANGIBLES

     

    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.

     

    RECITALS:

     

    A.    Assignor
is the owner of interests in those certain contracts and intangibles described
in Exhibit 1 attached hereto ("Contract/Intangibles").

     

    B.    Assignor,
Assignee, THURSTON JOHN
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 Contracts/Intangibles.

     

    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 Contracts/Intangibles,
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 Contracts/Intangibles ("Assigned
Property").

     

    SUBJECT,
HOWEVER, to the terms and conditions thereof and as otherwise

    disclosed.

     

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

     

    2.            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 Contracts/Intangibles assigned
and assumed hereunder, whether such claims, liabilities, losses, damages, costs,
court costs and expenses, including, without limitation, attorneys' fees arose
before or after the Effective Date.

    


     

    3.             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.

     

    4.             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.

     

    5.             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"

    CONTRACTS/INTANGIBLES

     

    Contracts:

     

    Hokua
Linen

    Hokua
Residential Koolau Country Club Laie Washerette

     

    2.            Licenses, Authorization,
Consents and Permits:

     

    Vertical
Air Tank/John Wood Co. Vertical Air Tank/Buckeye Boiler Co. Horizontal Air
Tank/Manchester Tank & Equip

    Firetube
Hrt Boiler/Lattner .Mfg. Firetube Hrt Boiler/Lattner Mfg. Vert Hot Water
Tank/Parker Boiler

     

    3.            Trade
Names:

     

    Caesars
Cleaners Caesars #3.93 Cleaners

     

    End of Exhibit
1