usdry_8ka-ex1004.htm


    Exhibit 10.4

     

    
      SECURED PROMISSORY
NOTE

       

      
        
          	
                  $77,141.79

                	
                  June
      21, 2008

                


        

      

       

      FOR VALUE
RECEIVED, U.S. Dry Cleaning
Corporation, a California corporation, and Enivel, Inc., a Hawaii
corporation ("Co-Makers"), hereby promise to pay to the order of Robinson Corp., a Hawaii
corporation ("Holder"), the sum described in paragraph 1 below, plus any
default interest under paragraph 3 below, in immediately available funds and in
lawful money of the United States of America, as provided below.

       

      1.       Principal. The
principal amount of this Promissory Note ("Note") shall be the amount of SEVENTY
SEVEN THOUSAND ONE HUNDRED FORTY ONE AND 79/100 DOLLARS
($77,141.79).

       

      2.       Payments. Payments
for all principal shall be made as follows: (a) on each of June 21, July 21 and
August 21, 2008, the sum of TWELVE THOUSAND FIVE HUNDRED EIGHTY EIGHT AND 05/100
DOLLARS ($12,588.05); and (b) on each of September 21, October 21 and November
21, 2008, the sum of THIRTEEN THOUSAND ONE HUNDRED TWENTY FIVE AND EIGHTY
EIGHT/100 DOLLARS ($13,125.88). Any payment made hereunder shall be credited
first to interest then due and then to principal; and interest shall thereupon
cease to accrue upon the principal so credited.

       

      3.       Default. This Note
and all principal and interest payments to be made under this Note shall
automatically become due and payable, without presentment, demand, notice,
declaration, protest or other requirements of any kind, all of which are
expressly waived by Co-Makers, if Co-Makers fail to make any payment within
fifteen (15) days of the date required for such payment under this Note. In the
event of any such default by Co-Makers hereunder, the principal amount in
default shall accrue interest at a rate of fifteen percent (15%) per
year.

       

      4.       Maturity Date. The
outstanding principal balance of this Note and all remaining accrued but unpaid
interest thereon shall become due and payable in full on November 1,
2008.

       

      5.       Optional Prepayments.
All or any part of the amounts outstanding under this Note may be prepaid
at any time, at the option of Co-Makers.

       

      6.       Manner of Payment. Payments of
principal and interest shall be made in lawful money of the United States of
America by check or wire transfer in funds immediately available at the place of
payment to such account as Holder may designate in writing to Co-Makers. Any
payments due hereunder which are due on a day which is not a business day shall
be payable on the first succeeding business day and such extension of time shall
be included in the computation of interest due hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.        Co-Makers' Waivers.
Co-Makers expressly waive presentment, demand, protest, notice of
dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

       

      8.        Maximum Interest.
Notwithstanding any other provision of this Note, nothing herein shall
require Co-Makers to pay, or Holder to accept, interest in an amount which
subjects Holder to any penalty or forfeiture under applicable law, and in no
event shall all of the charges payable hereunder (whether of interest or of such
other charges which may or might be characterized as interest) exceed the
maximum rate permitted to be charged under applicable law. Should Holder receive
any payment which is or might be in excess of that permitted to be charged under
applicable law, such payment shall have been, and shall be deemed to have been,
made in error and shall be held as cash collateral for the indebtedness
evidenced by this Note.

       

      9.        Assignment and Transfer.
Holder may not assign this Note without the written consent of
Co-Makers.

       

      10.       Loss, Theft, Destruction or
Mutilation of this Note.
Upon receipt of evidence reasonably satisfactory to Co-Makers of the loss,
theft, destruction or mutilation of this Note and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to
Co-Makers or, in the case of any such mutilation, upon surrender and
cancellation of such mutilated Note, Co-Makers shall make and deliver within
three business days a new Note, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Note.

       

      11.       Costs of Collection.
Co-Makers agrees to pay all costs and expenses, including the fees and
expenses of any attorneys, accountants and other experts retained by Holder,
which are expended or incurred by Holder in connection with (i) the enforcement
of this Note or the collection of any sums due hereunder, whether or not suit is
commenced; (ii) any actions for declaratory relief in any way related to this
Note; (iii) the protection or preservation of any rights of Holder under this
Note; (iv) any actions taken by Holder in negotiating any amendment, waiver,
consent or release of or under this Note; (v) Holder's participation in any
refinancing, restructuring, bankruptcy or insolvency proceeding involving
Co-Makers or any Affiliate of Co-Makers; or (vi) any refinancing or
restructuring of the Note in the nature of a "work out" or in an insolvency or
bankruptcy proceeding. Notwithstanding the foregoing, the Co-Makers shall not be
obligated to pay costs or expenses expended or incurred by Holder described in
clause (i) or (ii) if and to the extent that the Co-Makers prevails in any
action, suit or proceeding initiated by Holder and which a court of competent
jurisdiction determines was initiated or maintained by Holder in bad
faith.

       

      12.       Extension of Time.
Holder, at its option, may extend the time for payment of this Note,
postpone the enforcement hereof, or grant any other indulgences without
affecting or diminishing Holder's right to recourse against Co-Makers, which
right is expressly reserved.

       

      13.      Severability. 
Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Note or affecting the validity or enforceability of such
provision in any other jurisdiction.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      14.      Governing Law. In all
respects, including all matters of construction, validity and performance, this
Note and the rights and obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of Hawaii
applicable to contracts made and performed in such state, without regard to
principles thereof regarding conflicts of laws. Co-Makers and Holder irrevocably
consent to the exclusive jurisdiction of any court located in Hawaii with
respect to the enforcement hereof.

       

      15.      Security Interest.
Co-Makers' obligation to Holder under this Note are secured by a second
priority security interest in Holder's favor in all of the assets of Co-Makers
located as of the date of this Note on the Lease Premises, which interest shall
not be subordinated to any other interest with the exception of the first
priority security interest in favor of Setal 3, LLC as of the date of this Note
without the prior written consent of Holder.

       

      IN
WITNESS WHEREOF, Co-Makers have caused this Note to be executed and delivered by
their duly authorized representatives on the date first above
written.

       

      ENIVEL, INC.,
a Hawaii corporation

       

      By: /s/ Michael E. Drace

      Name:

      Title: President

       

      
      

       

      
      

      
      

       

      U.S.
DRY CLEANING
CORPORATION, 

      a
Delaware corporation

       

      
        By: /s/ signature

        Name:

        Title: resident

         

         

        "Co-Makers"

      

      
         

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      UCC
FINANCING STATEMENT

      State
Form 50181 (5-01)

      Approved
by State Board of Accounts, 2001

       

      FOLLOW INSTRUCTIONS (FRONT
AND BACK) CAREFULLY.

       

      
        	
                A.
      NAME AND PHONE OF CONTACT AT FILER (optional)

                    
      Thurston J. Robinson 

                  
      

                B. SEND ACKNOWLEDGMENT TO (Name
      and Address)

                Thurston
      J. Robinson

                Robinson
      Corp.

                45-564E
      Kamehameha Highway 

                Kaneohe,
      HI 96744

                L

                THE
      ABOVE SPACE IS FOR FILING OFFICE USE
ONLY

              


      

      1.
DEBTOR'S EXACT FULL
LEGAL NAME - insert only one debtor 11a or- do not abbreviate or cornbine
names

      1a. ORGANIZATION'S
NAME

      Enivel, Inc.

      
        OR

        lb.
INDIVIDUALS LAST NAME

         

        1c.    MAILING
ADDRESS             
CITY                
STATE POSTAL
CODE           
COUNTRY

        1930 Auiki
Street              
Honolulu               
HI
96819                                          
US

         

        1e. TYPE OF ORGANIZATION - Corporation

        1f. JURISDICTION OF ORGANIZATION - Hawaii

        1g. ORGANIZATIONAL ID - 24096 D1

         

      

       

      2.
ADDITIONAL DEBTORS EXACT FULL LEGAL NAME - Insert only one debtor
(2a or 2b)- do not abbreviate or combine names

          

       

      3. SECURED PARTY'S NAME

      3a. ORGANIZATION'S NAME    

      Robinson Corp.

      3c. MAILING ADDRESS

      45-564E kamehameha Highway

      Kaneohe, HI 96744

       

      4. THIS FINANCING STATEMENT COVERS THE FOLLOWING COLLATERAL:

       

      Property located at 45-564E Kamehameha Highway, Kaneohe, HI 96744 and
described on Exhibit A hereto.

       

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
EXHIBIT
"A"

       

      PERSONALTY

       

      1.   Vehicles:

       

      
        
          	
                  Year

                	 Model	
                  License

                	
                  Vin#

                
	
                  1999
      

                	GMC
      Savana 	
                  667TPD

                	
                  1GTHG39R7X1094433

                
	
                  2002
      

                	Ford
      Van 	
                  989TPY

                	
                  1FTS534L32HB81236

                


        

      

       

      2.     Personal
Property: See
Addendum A

       

      3.     Equipment/Machinery:
See Addendum
B

       

      4.     Sewing
Equipment:

       

      
        
          	
                  Plant:

                	 
      
	
                  Straight
      Stitch

                	
                  Singer
      #191 0300 AA

                
	
                  Blind
      Hemmer

                	
                  Consew
      817

                
	
                  Serger

                	
                  Singer
      Merittlock

                
	
                  Button
      Machine, Chandler

                	
                  Class
      485P, S/N 7296

                
	 
      	 
      
	
                  Kahala:

                	 
      
	
                  Straight
      Stitch

                	
                  Liebersew
      ZJ 8500N

                
	
                  Blind
      Hemmer

                	
                  Liebersew
      CM #602

                
	
                  Serger

                	
                  Juki
      Garnet Line MO-6440

                


        

      

       

       

      5.    
Office
Computers:

      
         

        
          
            	
                    CPU:

                  	Compaq
      Presario
	
                    Monitor:

                  	
                    Compaq
      MV540

                  
	
                    Printer:

                  	
                    LexMark
      Optra E312 Laser

                  
	
                    Backup:

                  	
                    APC
      350

                  
	
                     

                  	
                     

                  
	CPU: 
      	Compaq
      Presario, Model #SR 1830N  
	
                    Monitor:

                  	HP
      VX17
	
                    Printer:

                  	
                    HP
      Laser Jet 1020

                  
	
                    Backup:

                  	
                    APC
      400

                  
	
                     

                  	
                     

                  
	CPU:	No
      Name - Rebuilt CPU
	Monitor:	KDS
      USA
	Printer:	HP
      Laser jet 1020
	Backup:	APC
      300
	 	 
	CPU:	Premio
	Monitor:	Compaq
      V70
	Printer:	HP
      Desk Jet 630 C
	 	 


          

        

         

      

       

      6.   Additional
Store Equipment:

       

      Assorted
Cash Registers, Faxes, Phones, Verifones, Backups Calculators, Vacuums, Banners
(See Addendum B)

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ADDENDUM
A

       

      Personal
Property

       

      Office:

       

      1           Desk
- Normal Miller

      1          
Swivel
Chair

      1           Wooden
Work Station

      1           Roller
Cart

      1           Wooden
Cabinet

      3           Office
Chairs

      1           Mannequin

      1           Supply
Closet with Assorted Inventory for Plant and Store

      
        3          
Boxes of
Employee Uniform Shirts

        1          
Paper
Shredder

      

      1           Calculator

      1           Fax

      1           Framed
"Gary Reed" Picture

      1           Toshiba
Copier 2860 (not working)

      PLUS
previously listed computer.

       

      Jack's
Office:

       

      1           Swivel
Chair

      3           File
Cabinets

       

      Theresa's
Office:

       

      1           
Desk – Normal Miller

      1
           Swivel
Chair

      1  
         Office Chairs

      1   
        Credenza

      1           
File
Cabinet

      1           
Wooden Table w/wheels

      
        1           
Metal
Table w/wheels

      

      
                    
 Framed
Gary Reed Picture 

        1           
Fan

      

      PLUS
previously listed computers.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Accounting
Assistant:

      
        2       
Desks

        2        Chairs

        2       
File
Cabinets

      

      
        1       
Foldable
Table

      

      1        Bookshelf

      1        Copier
- Brother

      1        Typewriter

      1         Fan

      1         Safe

      1         Cash
Register

      1         Stereo

      1         Framed
Gary Reed Picture

      PLUS
previously listed computer

       

      Alcove under
Staircase:

      Plant
Supplies 

      Tickets

      Misc.
Storage 

      Vinyl
Banners

      Misc.
advertising items, posters, easels, etc.

       

      
        Caesars
Assembly-Mezzanine:


        1       
Assembly Cart

      

      1      
 Wooden Shelf

      1     
  Metal Shelving

      2     
  Bagging Stands

      1      
 Safe

       

      Lunchroom:

      1        Metal
Lockers

      1        Stove

      1        Refrigerator

      
        1       
Dishwasher

      

      
        2       
Microwaves

      

      1      
Assortment of Pots, Pans, Dishes, Cups, Silverware,

      5       Tables

      28     Chairs

      1       Roll
Cart

      1       TV
w/VCR

       

      Plant:

      1           Wooden
table work area

      1            Desk/Cabinet

      50          Rolling
Carts ( Lg 7; med 4; Sm 33; Sm Metal 6)

      8            Rolling
Racks - Singles

      1            Rolling
Rack - Double

      4            Pants
Rolling Racks

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Outside Carpeted
Area:

      1            Picnic
Table

      1            Sorting
Table

      1            Wooden
Cabinet

      2            Stackable
Dryers

       

      $3.93
Assembly
Area:

      1           Wooden
Cabinet/Table Top

      1           Wooden
$3.93 Assembly Stand

      1  
         Extra Long Pressing Board
for Wedding Gowns

       

      Downstairs Storage
Room:

      Misc old
equipment for parts

      2             
Vacuums

       

      Sewing
Room:

      1           Iron

      1           Ironing
Board

      1           Wooden
table — built in

      2           Chairs

       

      Upstairs
Storage Room — Accountant Side: 

      Theonics
Computers

      Extra
DCCS Computer & Stations

      Extra
Store Set Up (from closed store)

       

      Accountants
Office:

      1            File
Cabinet

      2            Tables

       

      Common
Area:

      Misc.
Used Copiers/Office Equipment 

      Storage

       

      Production
Manager's Office: 

      Chair

      Wooden
Built in Table Top 

      File
Cabinet

      Wooden
Cabinets

       

      Staircase
Landing: 

      Misc.
Used Equipment

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                EQUIPMENT/MACHINERY:

              	
                ADDENDUM
      B

              
	 
      
	
                Age

              	
                Quantity

              	
                Description

              
	 	 	 
	
                -8

              	
                2

              	
                Multimatic
      SS660

              
	 	 	 
	
                -3

              	   
      1	
                Multimatic
      SL 75Y

              
	 	 	 
	
                10+

              	
                1

              	
                Dispat
      U-Veyor

              
	 	 	 
	
                10+

              	
                3

              	
                White
      X-Pressoveyor

              
	 	 	 
	
                -10/10+

              	
                4

              	
                Rema
      Vacuums

              
	 	 	 
	
                10+

              	
                1

              	
                Imas
      Steam Tunnel Model 300

              
	 	 	 
	
                10+

              	
                3

              	
                Water
      Circulating Pumps for DC Cooling System

              
	 	 	 
	
                -5

              	
                1

              	
                Bradford
      White Hot Water Heater Magnum Series

              
	 	 	 
	
                10+

              	
                1

              	
                UniMac
      Washer Extractor 85#

              
	 	 	 
	
                10+

              	
                3

              	
                UniMac
      Washer Extractor 50#

              
	 
      	 
      	
                *Note
      1 50# washer motor not in operation - not currently being
      used.

              
	
                LAUNDRY:

              	 
      	 
      
	 	 	 
	
                10+

              	
                1

              	
                Pressure
      Water Pump System w/tank for water spray guns

              
	 	 	 
	
                10+

              	
                2

              	
                Pressure
      Water Pumps for washing water supply.

              
	 	 	 
	
                -10

              	   
      1	
                Single
      Back Shirt Unit - Forenta w/vacuum

              
	 	 	 
	
                -10

              	   
      1	
                Unipress
      Automatic Sleever

              
	 	 	 
	
                -10

              	   
      1	
                Forenta
      Collar and Cuff Unit

              
	 	 	 
	
                -10

              	   
      1	
                Kirkland
      Home Washing Machine

              
	 	 	 
	
                -10

              	   
      1	
                Cissell
      Ironing Board w/Iron

              
	 	 	 
	
                10+

              	
                2

              	
                Forenta
      Legger Presser

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	 -10	 3	 Forenta Topper
      Pressers
	 	 	 
	 10+	 1	 Ajax Topper
      Presser
	 	 	 


        

         

        
          
            	
                    Age

                  	
                    Quantity

                  	
                    Description

                  
	 
      	 
      	 
      
	
                    -2

                  	
                    4

                  	
                    IPSO
      75# Dryers

                  
	 
      	 
      	 
      
	
                    N/A

                  	 
      	
                    Huebusch
      75# Dryers REPLACED BY IPSO

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    1

                  	
                    WhiteCustom
      Conveyor- (continuous running)

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    3

                  	
                    UniMac
      Model UW50P4 + 1 not working

                  
	 
      	 
      	 
      
	
                    -3/5+

                  	
                    2

                  	
                    Daewood
      "Bubble Washers"

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    1

                  	
                    SS
      Three Compartment Sinks

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    4

                  	
                    Steel
      Water Storage Tanks

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    COMPRESSORS:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    10+

                  	
                    2

                  	
                    Ingersol-Rand
      Model 30T

                  
	 
      	 
      	 
      
	
                    -10

                  	
                    1

                  	
                    Quincy
      10p

                  
	 
      	 
      	 
      
	
                    ROOF:

                  	 
      	 
      
	
                    - 10

                  	
                    1

                  	
                    Chiller,
      Dual

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    3

                  	
                    Air
      Blowers

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    2

                  	
                    Exhaust
      Fans

                  
	 
      	 
      	 
      
	
                    - 10/10+

                  	
                    3

                  	
                    Water
      Towers (revised #)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    PRODUCTION FLOOR

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Age

                  	
                    Quantity

                  	
                    Description

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Assembly
      Rail System

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    2

                  	
                    Ajax
      Leggers DC 446C

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    2

                  	
                    Forenta
      Toppers BP

                  
	 	 	 
	10+	3	Ajax
      AOU45 W/Irons


          

        
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                    Age

                  	
                    Quantity

                  	
                    Description

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    1

                  	
                    Ajax
      DC 18

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    2

                  	
                    Hoffmax
      Model X

                  
	 
      	 
      	 
      
	
                    -3

                  	
                    3

                  	
                    Forenta
      Airform w/iron finishers

                  
	 
      	 
      	 
      
	
                    - 5

                  	
                    4

                  	
                    Cindy
      Lous

                  
	 
      	 
      	 
      
	
                    -10

                  	
                    5

                  	
                    Various
      Puff Irons (2 sets)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    DRAPERY:

                  	 
      	 
      
	 
      	 
      	 
      
	Age	Quantity	Description
	 	 	 
	 10+	1	Ajax
      120" Draperty Flat Press
	 	 	 
	
                     10+

                  	
                    1

                  	
                    Perfect
      Pleat Pleater

                  
	 
      	 
      	 
      
	
                     10+

                  	
                    1

                  	
                    Puff

                  
	 
      	 
      	 
      
	
                    ALTERATIONS:

                  	 
      	 
      
	
                     

                  	
                     

                  	
                     

                  
	Age 
      	Quantity
      	Description
      
	 	 	 
	
                    10+

                  	
                    1

                  	
                    Singer,
      Model 191 0300 AA, Straight Stitch

                  
	 
      	 
      	 
      
	
                    -5

                  	
                    1

                  	
                    Liebersew
      ZJ 8500N, S/N 021002122, 16X231, Straight Stitch

                  
	 
      	 
      	 
      
	
                    10+

                  	
                    1

                  	
                    Consew,
      817, Blind Hemmer

                  
	 
      	 
      	 
      
	 -5
      	1 
      	Liebersew
      CM#-602, 251 LG, Blind Hemmer
	 	 	 
	10+	1 	Merittlock,
      14 U44, Serger
	 	 	 
	-5	1 	Juki
      Garnet Line MO-6440, Serger
	 	 	 
	10+	1 	Chandler,
      Class 485P, S/N 7296, Button Sewer
	 
      	 
      	 
      
	 
      	 
      	 
      


          

        
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      BOILER
ROOM:

       

      


      
        	
                Age

              	
                Quantity

              	
                Description

              
	
                10+

              	
                2

              	
                Lattner
      20 HRT

              
	 	 	 
	
                -2/10+

              	
                2

              	
                Condensate/make
      up Storage tank system

              
	 	 	 
	
                1+

              	
                1

              	
                Water
      Vaporizor Tank

              


      

      


       

       

      End of Exhibit A