Unassociated Document


    Exhibit 10.6

     

    
      NON-COMPETE
AGREEMENT

       

      This
Non-Compete Agreement (this "Agreement") is made as of June 21, 2008 by and
between ENIVEL, INC., a
Hawaii corporation ("Purchaser") and THURSTON JOHN ROBINSON and THERESA PAULETTE WINN,
individuals residing in the City and County of Honolulu, Hawaii
(individually and collectively, "Owners").

       

      RECITALS

       

      A. This
Agreement is an essential inducement to Purchaser to enter into the transactions
described in that certain Purchase and Sale Agreement dated May 31, 2008 (the
"PSA"), by and among ROBINSON
CORP., a Hawaii corporation ("Seller"), THURSTON JOHN ROBINSON and
THERESA PAULETTE WINN
("Owners"), ENIVEL,
INC., a Hawaii corporation ("Buyer"), and U.S. DRY CLEANING CORPORATION, a
Delaware corporation ("UDRY").

       

      B. The
Company is engaged in the operation of a retail laundry and dry cleaning
business with multiple locations (the "Business").

       

      C. Owners
will receive valuable consideration as part of the transactions contemplated by
the PSA, and therefore have a material economic interest in the consummation of
the sale.

       

      D. As a
condition precedent to the obligations of Purchaser to complete the sale, Owners
have agreed to the restrictive covenants and other terms and conditions set
forth in this Agreement.

       

      AGREEMENT

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

       

      1. 
Non-Compete.

       

      (a)           Non-Compete. During
the period from the date hereof to and including the fifth (5th) anniversary
of the date hereof (the "Non-Compete Period"), the Owners shall not (i) engage
in any "Competitive Activity" in the "Restricted Teifitory" (as both are defined
below) nor (ii) obtain any benefit from any Affiliate of Owners engaged in any
Competitive Activity in the Restricted Territory. Notwithstanding the foregoing,
the provisions of this Section 2 shall not
prevent the Owners from beneficially owning up to two percent (2%), on a
full-diluted basis, of the total shares of all classes of stock outstanding of
any corporation having securities listed on a national stock
exchange.

       

      (b)             Non-Disparagement.
During the Non-Compete Period, Owners shall not, nor shall any Affiliate
of the Owners, directly or indirectly through another person or entity,
disparage or otherwise criticize Purchaser, any Affiliate of Purchaser, or any
of their respective officers, directors or shareholders.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (c)           
  Definitions.
The following definitions shall apply:

       

       

      (1) "Affiliate"
shall mean any member of the immediate family (including
spouse, brother, sister, descendant, ancestor or in-law) of any officer,
director or shareholder of the Company or any corporation, partnership, trust or
other entity in which the Company or any such family member has a five percent
(5%) or greater interest or is a director, officer, partner or trustee. The term
Affiliate shall also include any entity which controls, or is controlled by, or
is under common control with any of the individuals or entities described in the
preceding sentence.

       

      (ii) "Competitive
Activity" shall mean directly or indirectly (or having any interest in, or
performing any services for, any Person directly or indirectly) (i) engaging in
any activity that is the same as, similar to, or competitive with Business; (ii)
employing, soliciting for employment, or recommending for employment any Person
employed by Purchaser or any Affiliate of Purchaser during such Person's
employment with Purchaser (or any Affiliate of Purchaser) or for one year
thereafter; or (iii) diverting or attempting to divert from Purchaser or any
Affiliate of Purchaser any business of any kind in which they are engaged,
including the solicitation of or interference with any suppliers, contractors,
or customers.

       

      (iii) "Person"
shall mean any individual, corporation (including any non­profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust or company (including any limited
liability company or joint stock company).

       

      (iv)
"Restricted Territory" shall mean the island of Oahu in the State of
Hawaii.

       

      (d)  Early
Termination. In the event the Company is in material breach of the
PSA,
including the exhibits thereto, including but not limited to any default by the
Company in its obligations under that certain Promissory Note of even date and
made by the Company, as a "Co-Makers", in favor of Seller, as "Holder", this
Agreement shall be void and of no further force or effect as of the date of such
termination.

       

      Miscellaneous

       

      (a) Owners
represent (i) that their experience and capabilities are such that the
restrictions contained herein will not prevent them from obtaining employment or
otherwise earning a living at the same general economic benefit as reasonably
required by them and (ii) that they have, prior to the execution of this
Agreement, reviewed this Agreement thoroughly with their legal
counsel.

       

      (b) Owners
acknowledge that the restrictions contained herein are reasonable and necessary
to protect the legitimate business interests of Purchaser and that Purchaser
would not have consummated the transactions contemplated by the PSA in the
absence of such restrictions.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      By reason
of the foregoing, Owners agree that if they violate any of the provisions
hereof, Purchaser would sustain irreparable harm and, therefore, the Owners
hereby irrevocably and unconditionally (i) agree that in addition to any other
remedies which Purchaser may have under this Agreement or otherwise at law or in
equity, all of which remedies shall be cumulative, Purchaser shall be entitled
to apply to any court of competent jurisdiction for preliminary and pei'anent
injunctive relief and other equitable relief, without the posting of any bond or
other security,
(ii) that such relief and any other claim by Purchaser pursuant hereto shall be
brought only in the courts of the State of Hawaii, in the City and County of
Honolulu, or the United States District Court for the District of Hawaii; (iii)
consents to the nonexclusive jurisdiction of any such court in any such suit,
action or proceeding, and (iv) waives any objection which the Owners may have to
the laying of venue of any such suit, action or proceeding in any such court.
Owners also irrevocably and unconditionally consent to the service of any
process, pleadings, notices or other papers in a manner permitted by the notice
provision herein. The parties hereto agree that, in any proceeding arising out
of or relating to this Agreement, the prevailing party shall be entitled to its
reasonable attorneys' fees and costs.

       

      (c) In the
event of any breach or violation of any of the restrictions contained in Section 2, any time
period therein specified shall abate during the time of any violation thereof
and that portion remaining at the time of commencement of any violation shall
not begin to run until such violation has been fully and finally cured; provided
that this section shall not operate to extend that time period beyond the
maximum permitted by applicable law.

       

      (d) If any
commission, fee or other sum becomes payable to Owners, or any person or entity
with which Owners re affiliated in any capacity, as a result of a violation by
Owners of any of the provisions hereof, then, in addition to any other legal and
equitable remedies and/or contractual rights Purchaser may have, Owners agree to
account for and pay to Purchaser any and all commissions, fees, profits,
remuneration or other financial benefits obtained by Owners in connection with
any such violation.

       

      (e) If any
provisions of this Agreement, as applied to any party or to any circumstances,
is adjudged by a court to be invalid or unenforceable, the same will in no way
affect any other provision of this Agreement, the application of such provision
in any other circumstances or to any other party or the validity or
enforceability of this Agreement. If any such provision, or any part thereof, is
held to be unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination will
have the power to reduce the words or phrases to the minimum extent necessary to
make such provision enforceable, and in its reduced form such provision will
then be enforceable and will be enforced.

       

      (f) Notwithstanding
anything contained herein to the contrary, the term "Purchaser" shall
collectively include Purchaser and any and all of Purchaser's Affiliates.
Purchaser shall have the right to assign this Agreement in whole or in part to
its successors and assigns, and all covenants and agreements hereunder shall
inure to the benefit of and be enforceable by Purchaser and said successors or
assigns.

       

      (g) Notice. All notices,
requests, permissions, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given (a)
five business days following sending by registered or certified mail, postage
prepaid, (b) when confirmation of receipt is received, if sent by facsimile,
provided that the facsimile transmission is promptly confirmed by telephone, (c)
when delivered, if delivered personally to the intended recipient
and (d) one business day following sending by overnight delivery via a national
courier service and, in each case, addressed to a party at the following address
for such party:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      To the
Company:

       

      U.S. Dry
Cleaning Corporation

      4040
MacArthur Blvd., Suite 305

      Newport
Beach, CA 92660

      Attention:
Robert Y. Lee, Chief Executive Officer 

      Fax No:
(949) 863-9657

       

      Enivel,
Inc.

      1930
Auiki Street

      Honolulu,
Hawaii 96819 

      Attention:
Michael Drace 

      Fax No.:
(808) 848-5110

       

      To
Owners:

       

      Thurston
John Robinson

      1860 Ala
Moana Boulevard, Apt. 1802

      Honolulu,
Hawaii 96815 

      Facsimile
number: (808) 947-5722

       

      Theresa
Paulette Winn 

      628
Hanale Place

      Kailua,
Hawaii 96734

       

      with a
copy to:

       

      Bays
Deaver Lung Rose & Holma 

      1099
Alakea Street, 16th Floor


      Honolulu,
HI 96813

      Attn:
Edward E. Case, Esq.

      Fax No.:
(808) 533-4184

       

      Either
party may, by notice given in accordance with this Section, specify a new
address for notices under this Agreement.

       

      (h)  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Hawaii without giving any effect to principles of conflict
of laws.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the undersigned have executed this Non-Compete Agreement as of
the date first above written.

       

      PURCHASER:

       

      ENIVEL, INC.

       

      By: /s/ Michael Drace        

      Name:

      Title: President

       

       

      OWNERS:

       

      /s/ Thurston J.
Robinson        

      THURSTON JOHN ROBINSON

       

      /s/ Theresa Paulette
Winn        

      THERESA PAULETTE WINN

      THURSTON
JOHN ROBINSON