CONFIDENTIAL

     

    THIS
      SUBSCRIPTION IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION
      4(2)
      THE SECURITIES ACT OF 1933 (THE “SECURITIES
      ACT”)
      AND
      REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER
      THE SECURITIES ACT. THIS OFFERING IS BEING MADE ONLY TO ACCREDITED
      INVESpTORS.

     

      
        

      

    

     

    SUBSCRIPTION
      FOR SERIES A CONVERTIBLE DEBENTURE

     

    
      

    

     

    THIS
      SUBSCRIPTION (this
      “Subscription”)
      has
      been executed by the undersigned (“Purchaser”)
      in
      connection with the purchase of a Series A Convertible Debenture in the amount
      set forth on the signature page of this Subscription (the “Debenture”),
      due
      and payable by U.S. Dry Cleaning Corporation, a Delaware corporation (the
“Corporation”),
      in
      accordance with the terms of Exhibit
      A.
      This
      Subscription will be accepted by the Corporation as part of a private placement
      consisting of (1) a series of Series A Convertible Debentures (hereinafter
      referred to collectively as the “Debentures”)
      having
      an aggregate, principal amount not to exceed Three Million Nine Hundred Thousand
      Dollars ($3,900,000), and (2) common stock of the Corporation in the amount
      of
      16,666 shares for every $100,000 of Subscription Funds (defined below) paid.
      As
      used herein, the term “Unit”
shall
      mean (1) a Debenture, and (2) 16,666 shares of common stock of the Corporation
      for every $100,000 of Subscription Funds paid. The offer and sale of the Units
      being subscribed for pursuant to this Subscription have not been registered
      under the Securities Act. The offer of the Units and, if this Subscription
      is
      accepted by the Corporation, the sale of the Units to Purchaser, is being made
      in reliance upon Rule 506 of Regulation D, promulgated under Section 4(2) of
      the
      Securities Act. (All dollar amounts in this Subscription are expressed in U.S.
      Dollars).

     

    The
      undersigned Purchaser is:

     

    NAME:
      _____________________________          

     

    ADDRESS:
      _____________________________        

     

    if
      applicable, a company organized under the laws of ______________

     

    ARTICLE
      1

    SUBSCRIPTION

     

    1.1  Purchase
      of Unit.
      Purchaser desires to subscribe for and agrees to purchase the Debenture payable
      to Purchaser on or before twelve months following the date of the note, with
      no
      interest, payable according to the terms and conditions set forth in
Exhibit
      A
      to this
      Subscription, and the number of shares of common stock within the Unit as set
      forth on the signature page. The Debenture shall be convertible into shares
      of
      the Corporation’s common stock, in accordance with the terms of Exhibit
      A.
      The
      shares of common stock of the Corporation that may be issued upon conversion
      of
      the Debenture shall hereinafter be referred to as the “Common
      Stock.”
Upon
      acceptance of this Subscription, the Corporation shall execute and deliver
      to
      Purchaser the Debenture evidencing the indebtedness in the form attached as
      Exhibit
      A.
      The
      subscription price set forth on the signature page (the “Subscription
      Funds”)
      shall
      be paid by Purchaser by delivery of Purchaser’s check to the Corporation
      concurrently with the execution of this Subscription. The Corporation shall
      negotiate Purchaser’s check into an interest bearing account and hold same in
      escrow until this Subscription is accepted. Purchaser understands the
      Corporation has the right to reject all or any part of this Subscription in
      its
      sole discretion.

     

    1.2  Minimum;
      Maximum Subscription.
      For
      this Subscription to be effective, a minimum dollar amount of no less than
      $1,000,000 must be raised from the sale of the Units. Until this minimum amount
      is reached, all funds raised in this Subscription will be held in escrow by
      the
      Corporation. Should the minimum amount not be reached in the Offering, all
      monies will be promptly returned to Purchasers along with accrued interest,
      if
      any. The maximum dollar amount which may be raised through this Subscription
      is
      $3,000,000.00. The maximum principal amount of all of the Debentures in the
      aggregate will be $3,900,000. Any offers by Purchasers to participate in this
      Subscription after the maximum dollar amount is raised will be refused by the
      Corporation. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    1.3  Use
      of
      Proceeds.
      The
      Units are issued by the Corporation to provide working capital for the
      Corporation and consummation of the Corporation’s acquisition of other assets
      and businesses, in the Corporation's sole and absolute discretion. 

     

    ARTICLE
      2

    PURCHASER’S
      REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

     

    2.1  Accredited
      Investor. 
      Purchaser acknowledges and understands that the offer and sale of the Units
      has
      not been registered under the Securities Act of 1933, or the securities laws
      of
      any state, and that the Units are being offered and sold to Purchaser by the
      Corporation under the exemption from registration provided by Rule 506 of
      Regulation D, promulgated under Section 4(2) of the Securities Act of 1933,
      and
      consequently, the Corporation’s issuance of the Units to Purchaser is based on
      Purchaser’s representation that Purchaser is an “accredited investor” as defined
      under Regulation D. But for Purchaser qualifying as an “accredited investor,”
the Corporation would not issue the Units to Purchaser. Accordingly, Purchaser
      represents, warrants and certifies to the Corporation that Purchaser is an
      “accredited investor” under Regulation D of the Securities Act of 1933. The
      following information is requested to enable the Corporation to make that
      determination as to Purchaser's investment. Individual Purchasers must answer
      every question applicable to the Purchaser. The person making the investment
      decision on behalf of a non-individual investor should answer the applicable
      questions below as well, unless otherwise indicated. The Purchaser represents
      and warrants to the Corporation and to its agents and employees that the
      information provided below is accurate and complete in all
      respects.

    

      
        	 	
                (a)

              	
                Name
                  (individuals only): 
                  ______________________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Age
                  (individuals
                  only): ___________________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Marital
                  Status (individuals
                  only): ___________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Social
                  Security Number or Taxpayer Identification
                  Number: ________________________

              


      

       

      
        	
                 

              	
                 (b)

              	
                Home
                  Address (individuals
                  only): _______________________________________________

              
	 	 	 
	 	 	________________________________________________________________ 


      

       

      
        	
                 

              	
                 
                  (c)

              	
                Business
                  Name: _____________________________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Nature
                  of
                  Business: _____________________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Position/Title: _______________________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Length
                  of Time in
                  Position: ______________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Business
                  Address: ____________________________________________________

              


      

      


      
        	
                 

              	
                 

              	
                __________________________________________________________

              


      

       

      
        	
                 

              	
                 

              	
                Business
                  Telephone
                  Number: ___________________________________________

              


      

       

      
        	
                 

              	
                 (d)

              	
                Send
                  Correspondence to:

              


      

       

      
        	
                 

              	
                 

              	
                Home
                  (individuals only): _____ Business:
                  _______

              


      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

     

    
      	
            	 (e)	In which state does
              the
              Purchaser currently:


      	 	 	 


      	 	 	(1) Maintain
              primary residence (individuals
              only)? _______________________________


      	 	 	 


      	 	 	(2) Maintain
              secondary residences, if any (individuals
              only)? _______________________


      	 	 	 


      	 	 	(3) Vote
              (individuals
              only)? ________________________________________________


      	 	 	 


      	 	 	(4) File
              income tax returns?
              ________________________________________________


      	 	 	 


      	 	 	(5) Maintain
              a driver's license (individuals
              only)? ________________________________


       

    

    (f) List
      any
      information the Purchaser believes is relevant in showing that he or she is
      able
      to evaluate adequately the risks and merits of this investment or has knowledge
      and experience in financial or business matters:

     

       

        
          

        

         

        
          

        

         

        
          

        

        
        

      

    

     

      
    

    (g) Indicate
      whether the Purchaser has had or currently has a business relationship with
      the
      Corporation or any of its officers, directors or controlling persons. Please
      describe such relationship, if any. Please indicate if there has not been or
      is
      not presently such a relationship. 

     

    

     

    
      
 

      

    

     

    
      
   

    (h) Please
      check the appropriate description:

     

    (1) I
      have
      such knowledge and experience in financial and business matters generally and
      in
      securities investments in particular such that I am capable of evaluating the
      merits and risks of my investment in the Shares and of making an important
      investment decision, and do not wish to utilize a professional advisor in
      connection with evaluating the merits and risks of this investment.
      ____

     

    (2) I
      do not
      feel comfortable evaluating the merits and risks of my investment in the Shares
      and making an important investment decision, and do wish to utilize a
      professional advisor in connection with evaluating the merits and risks of
      this
      transaction. I understand the Corporation may require additional information
      with respect to my investment advisor and I agree to provide any and all such
      information. ____

     

    (i) I
      am an
      accredited investor within the meaning of Regulation D promulgated under
      the Act and hereby initial the specific category or categories of accredited
      investor applicable to the undersigned: 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    A
      THROUGH
L
      ARE
      APPLICABLE TO NON-INDIVIDUALS (Please INITIAL applicable blanks):

     

    A.
      _____     
The
      Purchaser is a bank as defined in Section 3(a)(2) of the Act acting in its
      individual or fiduciary capacity.

     

    B.
      _____      
      Purchaser is a savings and loan association or other institution as defined
      in
      Section 3(a)(5)(A) of the Act acting in its individual or fiduciary
      capacity. 

     

    C.
      _____       The
      Purchaser is a broker or dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934. 

     

    D.
      _____     The
      Purchaser is an insurance company as defined in Section 2(13) of the Act.


     

    E.
      _____       The
      Purchaser is an investment company registered under the Investment Company
      Act
      of 1940 or a business development company as defined in Section 2(a)(48) of
      the Act.

     

    F.
      _____       The
      Purchaser is a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958.

     

    G.
      _____       The
      Purchaser is an employee benefit plan within the meaning of Title I of ERISA
      and
      (i) the investment decision is made by a plan fiduciary, as defined in
      Section 3(21) of ERISA, which is either a bank, savings and loan
      association, insurance company or registered investment advisor, or
      (ii) the employee benefit plan has total assets over $5,000,000, or
      (iii) the employee benefit plan is self-directed and its investment
      decisions are made solely by persons who meet one or more of the criteria set
      out in this Section 4(j). 

     

    H.
      _____      
The
      Purchaser is a plan established and maintained by a state, its political
      subdivisions, or any agency or instrumentality of a state or its political
      subdivisions for the benefit of its employees, and such plan has assets in
      excess of $5,000,000.

     

    I.
      _____       
 The
      Purchaser is a private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940.

     

    J.
      _____       The
      Purchaser is an organization described in Section 501(c)(3) of the Code,
      corporation, Massachusetts or similar business trust, or partnership, not formed
      for the specific purpose of acquiring the Units or Common Stock, with total
      assets in excess of $5,000,000. 

     

    K.
      _____              The
      Purchaser is a trust with total assets in excess of $5,000,000, that was not
      formed for the specific purpose of purchasing the Units or Common Stock and
      whose purchase is directed by a person who has such knowledge and experience
      in
      financial and business mattes that he is capable of evaluating the merits and
      risks of investing in the Corporation. 

     

    L.
      _____   The
      Purchaser is an entity in which all of the equity owners meet one or more of
      the
      criteria set out in this Section 4(j). If no other category applies, a separate
      questionnaire covering the criteria set forth in this Section 4(j) must be
      completed by each such equity owner. 

     

    M
      THROUGH
P
      ARE
      APPLICABLE TO INDIVIDUALS (Please INITIAL applicable blanks): 

     

    M.
      _____    The
      Purchaser is a director or executive officer of the Corporation. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    N.
      _____       The
      Purchaser is a natural person and has a net worth, either alone or with the
      Purchaser's spouse, of more than $1,000,000. 

     

    O.
      _____       The
      Purchaser is a natural person and had income in excess of $200,000 during each
      of the previous two years and reasonably expects to have income in excess of
      $200,000 during the current year. 

     

    P.
      _____
 
The
      Purchaser had joint income with Purchaser's spouse in excess of $300,000 during
      each of the previous two years and reasonably expects to have joint income
      in
      excess of $300,000 during the current year.

     

    (j) I
      DO NOT
      meet any of the categories listed in subsection (i) above and am therefore
      NOT
      an accredited investor within the meaning of Regulation D promulgated under
      the Act. ____

     

    A
      Purchaser initialing only certain categories may be required to provide
      additional information to the Corporation in order to determine whether he
      meets
      the suitability standards of the Offering of the Shares. 

     

    In
      furnishing the above information, the Purchaser acknowledges that the
      Corporation will be relying on it in determining (among other things) whether
      there are reasonable grounds to believe that the Purchaser qualifies as an
      accredited investor under Section 4(2) of, and Rule 506 promulgated under,
      the Act for the purposes of the proposed investment.

     

    2.2  Financial
      Suitability.
      Purchaser also represents and warrants to the Corporation that
      Purchaser:

     

    (a)  if
      an
      individual, has the financial ability to bear the economic risk of the
      investment for an indefinite period of time, has adequate means of providing
      for
      Purchaser’s current needs and contingencies and has no need for liquidity in the
      investment;

     

    (b)  if
      a
      fiduciary, the person or entity for whom Purchaser is purchasing the Units
      is
      able to bear the substantial economic risk of the investment and can afford
      a
      complete loss of such investment;

     

    (c)  has
      relied on the independent investigation of the Corporation by Purchaser’s own
      tax and legal advisors, with respect to this Subscription and the nature and
      effect of any investment in the Units; acknowledges and confirms that the Units
      were not offered to Purchaser by means of any general solicitation or general
      advertising by the Corporation or any person acting on its behalf, including,
      but not limited to: (i) any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or broadcast
      over television or radio; or (ii) any seminar or meeting to which Purchaser
      was
      invited by any general solicitation or general advertising; 

     

    (d)  has
      received and read in its entirety the Debenture attached as Exhibit A to this
      Subscription;

     

    (e)  has
      evaluated the risks of investing in the Corporation;

     

    (f)  has
      been
      given the opportunity (i) to ask questions of and receive answers from the
      Corporation management concerning the business of the Corporation and the terms
      of the Debenture; and (ii) to obtain additional information necessary to verify
      the accuracy of the information provided to or received by Purchaser in
      connection with the evaluation of an investment in the Units and Common Stock;
      and (iii) has investigated the Corporation’s business, management and financial
      condition and has been given the opportunity to have access to such other
      financial and other information about the Corporation and its management as
      Purchaser has deemed necessary or desirable to reach an informed and
      knowledgeable decision with respect to the purchase of the Units and Common
      Stock;

     

    (g)  has
      a
      residence address or has a principal place of business at the address set forth
      below;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (h)  understands
      that the Corporation has made no representations whatsoever regarding the tax
      consequences, if any, associated with an investment in the Units; understands
      that an investment in the Corporation involves certain risks and that Purchaser
      understands those risks;

     

    (i)  is
      subscribing solely for Purchaser’s own account, for investment purposes only,
      and not for the purpose of resale, distribution, subdivision or
      fractionalization, and no other person has a direct or indirect beneficial
      interest in the Units has either: 

     

    (i)  a
      preexisting personal relationship or business contacts with the Corporation
      and/or its officers and directors of a nature and duration such as would enable
      a reasonably prudent individual to be aware of the character, business acumen
      and general business and financial circumstances of the person with whom such
      relationship exists, or

     

    (ii)  by
      reason
      of Purchaser’s business or financial experience or that of Purchaser’s
      professional advisers who are unaffiliated with and who are not compensated
      by
      the Corporation or any affiliate or selling agent of the Corporation, directly
      or indirectly, has the capacity to protect Purchaser’s own interest in
      connection with an investment in the Units; is experienced in evaluating and
      in
      other closely-held corporations, is knowledgeable in business and financial
      matters generally and is capable of evaluating the merits and risks of an
      investment in the Corporation; and

     

    (j)  affirms
      that all of the representations, warranties and covenants of Purchaser given
      by
      Purchaser to the Corporation in this Subscription and otherwise (i) are true,
      correct and complete in all respects; (ii) have been made with the intent that
      they be relied upon by the Corporation in determining Purchaser’s suitability as
      a purchaser of the Units; and (iii) shall survive Purchaser’s acquisition of the
      Units.

     

    2.3  No
      Registration.
      Purchaser understands, represents, warrants and agrees that the offer and sale
      of the Units and Common Stock have not been registered under the Securities
      Act
      of 1933 or any applicable “Blue Sky” laws and shall not be offered for sale,
      sold, delivered after sale, pledged, hypothecated, transferred, or subsequently
      disposed of by Purchaser and must be held indefinitely, unless they are
      subsequently registered under the Securities Act of 1933 or the Corporation
      receives an opinion of qualified counsel satisfactory to the Corporation that
      an
      exemption from such registration is available. Purchaser understands that any
      certificate or other instrument evidencing the Units and Common Stock shall
      bear
      a conspicuous legend or legends to the foregoing effect. As a result of the
      above restrictions, Purchaser understands and agrees that the investment in
      the
      Units and Common Stock is not liquid and that Purchaser may have to bear the
      economic risk of purchase for an indefinite period of time.

     

    2.4  Joint
      and Several.
      If more
      than one person is signing this Subscription, each of them makes every
      representation, warranty and covenant set forth in this Subscription on a joint
      and several basis. 

     

    2.5  Authority.
      If
      Purchaser is a partnership, corporation, trust, limited liability company or
      other entity, Purchaser represents and warrants that the individual signing
      on
      behalf of Purchaser has the authority to do so, the entity involved has the
      legal right and power and all authority and approval to execute and deliver
      this
      Subscription and all necessary documents in connection with an investment in
      the
      Units and Common Stock. Purchaser represents that it has not been formed for
      the
      specific purpose of acquiring the Units or Common Stock.

     

    2.6  Disclosure.
      Purchaser has received and reviewed the Corporation's public reports filed
      with
      the Securities and Exchange Commission pursuant to the Securities and Exchange
      Act of 1934 over the last twelve months, including the Corporation's Form 10-KSB
      for the year ended September 30, 2006.

     

    ARTICLE
      3

    DEBENTURE
      AND STOCK CERTIFICATES

     

    3.1  Subject
      to the accuracy of Purchaser’s representations and warranties set forth above,
      upon (i) the execution and delivery of this Subscription by Purchaser; (ii)
      the
      receipt by the Corporation of the Subscription Funds; and (iii) the acceptance
      of all or part of the Subscription by the Corporation, the Corporation shall
      issue the Units to Purchaser representing the subscriptions accepted. Any
      Subscription Funds not accepted by the Corporation will be refunded to Purchaser
      by the Corporation’s return of Purchaser’s check. The Debenture and common stock
      certificates issued to Purchaser shall bear the following legend conditions:
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Act”), or the securities laws of any
      state, and may not be offered, sold, transferred, pledged, hypothecated or
      otherwise disposed of except pursuant to (i) an effective registration statement
      under the Act and any applicable state laws, or valid exception thereto, or
      (ii)
      an available exemption to registration under the Act; provided that (a) to
      the
      extent applicable, such transfer is in accordance with Rule 144 under the Act
      (or any similar rule under the Act relating to the disposition of securities),
      and (b) an opinion of counsel, reasonably satisfactory to counsel to the issuer,
      that an exemption from registration under the Act and applicable state law,
      is
      available. 

     

    ARTICLE
      4

    PURCHASER’S
      COVENANTS

     

    4.1  No
      Transfer.
      Purchaser shall not transfer, assign, pledge, hypothecate, encumber or in any
      way dispose of the Unit or any right or interest in the Unit, including any
      Debenture, common stock issued therewith or Common Stock issued upon conversion
      of the Debenture, whether voluntarily or by operation of law, by gift or
      otherwise, without complying with the Securities Act and any applicable state
      securities law.

     

    4.2  Compliance
      with Securities Act.
      Each
      Purchaser shall acknowledge that the Units and Common Stock have not been
      registered under the Securities Act of 1933 or any other applicable securities
      laws, by reason of their issuance in a transaction that does not require
      registration thereunder (based in part on the accuracy of the representations
      and warranties of the Purchasers contained in the Subscription Agreement),
      and
      that the securities must be held indefinitely unless a subsequent disposition
      is
      registered as required or is exempt from such registration. Each Purchaser
      shall
      acknowledge that the Securities and Exchange Commission currently takes the
      position that coverage of short sales of shares of the Corporation’s common
      stock “against the box” prior to the effective date of a Registration Statement
      for the sale of the Common Stock is a violation of Section 5 of the Securities
      Act of 1933, as set forth in Item 65, Section 5 under Section A, of the Manual
      of Publicly Available Telephone Interpretations, dated July 1997, compiled
      by
      the Office of Chief Counsel, Division of Corporation Finance of the Securities
      and Exchange Commission. Accordingly, each Purchaser shall agree not to use
      any
      of the Common Stock to cover any short sales made prior to the effective date
      of
      such a registration statement or the date on which the shares are permitted
      to
      be sold under Rule 144, as promulgated by the Securities and Exchange
      Commission.

     

    4.3  Indemnity
      and Release.
      Purchaser hereby agrees to indemnify, defend and hold harmless the Corporation,
      its officers, directors, employees and agents against any and all loss,
      liability, claim, damage and expense, including, but not limited to, any and
      all
      attorneys fees, costs and expenses incurred in connection with or arising out
      of
      the investigation, preparation or defense against any litigation commenced
      or
      threatened or any claim whatsoever arising out of or in connection with a breach
      of any representation or warranty or failure to fulfill any obligation of
      Purchaser, whether contained in this Subscription or in any other document
      furnished by Purchaser in connection with the Purchase of the Units

     

    ARTICLE
      5

    GENERAL
      PROVISIONS

     

    5.1  Notices.
      All
      notices, requests, demands and other communications required or permitted under
      this Subscription shall be in writing and shall be deemed duly given and
      received (i) on the date of delivery if personally delivered or if delivered
      by
      telegram or facsimile with electronic confirmation of receipt, (ii) on the
      day
      specified for delivery if sent by nationally recognized overnight courier
      service (e.g.,
      UPS,
      Federal Express, etc.), or (iii) three (3) business days after depositing with
      the United States Postal Service if mailed by certified mail, postage prepaid,
      return receipt requested, to the parties at their addresses set forth on the
      signature page of this Subscription, or such other address as may be designated
      from time to time in writing by any party to all other parties. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    5.2  Effect
      of Headings, Schedules and Exhibits.
      The
      subject headings of the paragraphs of this Subscription are included for
      purposes of convenience only and shall not affect the construction or
      interpretation of any of its provisions. All schedules and exhibits to this
      Subscription are incorporated into and made part of this Subscription as if
      set
      forth in their entirety in this Subscription. 

     

    5.3  Amendment
      and Waiver.
      No
      provision of this Subscription may be altered, amended or repealed in whole
      or
      in part other than by the written consent of all the parties to this
      Subscription. No waiver shall be binding unless executed in writing by the
      party
      granting the waiver. Neither the failure nor delay on the part of any party
      to
      exercise any right, remedy, power, privilege or provision under this
      Subscription shall operate as a waiver of such right, remedy, power, privilege
      or provision. Waiver of any right, remedy, power, privilege or provision under
      this Subscription shall not be deemed or constitute a waiver of any other right,
      remedy, power, privilege or provision under this Subscription, whether or not
      similar, nor shall such waiver constitute a continuing waiver. 

     

    5.4  Assignment.
      Neither
      party shall have the right to assign or delegate any rights or obligations
      under
      this Subscription without the prior written consent of the other
      party.

     

    5.5  Successors
      and Assigns.
      Subject
      to the restrictions on assignment under paragraph 5.4, this Subscription shall
      be binding upon and inure to the benefit of the parties and their respective
      heirs, beneficiaries, legal representatives, successors and
      assigns.

     

    5.6  Governing
      Law and Venue.
      This
      agreement and the Debenture shall be governed by and construed in accordance
      with the laws of the State of California, without regard to principles of
      conflicts of law. The Corporation and Purchaser each irrevocably and
      unconditionally:

     

    (a)  submit
      to
      the nonexclusive jurisdiction of the Federal and state courts for the Central
      District of California and County of Orange, California, respectively, for
      any
      legal proceeding arising out of or in connection with this Subscription or
      the
      Debenture;

     

    (b)  agree
      that service of process in any legal proceeding may be effected by mailing
      a
      copy thereof by registered or certified mail, postage prepaid, to its address
      set forth in this Subscription or at such other address as may be provided
      by
      the parties for such purpose; and

     

    (c)  waive,
      to
      the maximum extent permitted by law, any right it may have to claim or recover
      in any legal proceeding any special, exemplary, punitive or consequential
      damages.

     

    5.7  Severability.
      Each
      provision of this Subscription is independent, separate and divisible, and
      in
      the event any provision of this Subscription is found by the final order of
      an
      arbitrator or a court of competent jurisdiction to be invalid, unenforceable
      or
      in contravention of any applicable federal or state law or regulation, such
      provision shall be deemed not to be a part of this Subscription and shall not
      affect the validity or enforceability of the remaining provisions. Nothing
      contained in this Subscription shall be construed so as to require the
      commission of any acts contrary to law, and wherever there is a conflict between
      any provision of this Subscription and any present or future law or regulation,
      such provision shall be limited to the extent necessary to make it comply with
      such law or regulation.

     

    5.8  Further
      Assurances.
      The
      parties shall execute such other and further instruments and documents and
      shall
      take such further action as may be reasonably required to implement and carry
      out this Subscription.

     

    5.9  Entire
      Agreement.
      This
      agreement together with related agreements referred to in this Subscription
      and
      executed concurrently with this Subscription represent the entire agreement
      between the parties with respect to the subject matter set forth in this
      Subscription and supersede all prior and contemporaneous oral and written
      agreements, communications, representations, commitments or understandings
      of
      the parties.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    5.10  Counterparts.
      This
      agreement may be executed in any number of counterparts by original or facsimile
      signature, and each such counterpart shall be deemed to be an original
      instrument as to the party whose signature appears on such counterpart, and
      all
      of which together shall constitute one and the same instrument.

     

    5.11  Time.
      Time is
      of the essence under this Subscription.

     

    IN
      WITNESS WHEREOF, the undersigned has subscribed to this Subscription as of
      the
      date set forth below.


     

    [signature
      begins on next page]

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    PURCHASER:

    

      
        	 	 	 	 
	
                Print
                  or Type Name of Purchaser(s)

              	 	
                Date

              	 
	 	 	 	 
	 	 	 	 
	
                Signature

              	 	
                SSN
                  or Taxpayer Identification Number

              	 


      

    

     

    SUBSCRIPTION
      FUNDS:
      $___________ PRINCIPAL
      BALANCE OF DEBENTURE: $__________

     

    COMMON
      STOCK _______________

     

    Please
      print or type information below exactly as you wish it to appear in the records
      of the Corporation:

    


    Name
      and
      capacity in which subscription is made:

    _______________________________________________________________________________________

    _______________________________________________________________________________________

    


    Name
      of
      Purchaser’s Spouse and Social Security Number (if applicable):

    


    _______________________________________________________________________________________

    Name

    _______________________________________________________________________________________

    SSN

    


    Residence
      address of Individual Purchaser:

    


    _______________________________________________________________________________________

    Street

    _______________________________________________________________________________________

    City   State    Zip
      Code

    


    Telephone
      Number: _____________________   E-mail
      ______________________________

    


    Business
      address, if not an individual or if different from Residence
      address:

    _______________________________________________________________________________________

    Street

    _______________________________________________________________________________________

    City   State    Zip
      Code

    


    Telephone
      Number: __________________ 
      E-mail
      ______________________________

    


    Alternate
      Address:

    _______________________________________________________________________________________

    Street

    _______________________________________________________________________________________

    City   State    Zip
      Code

    


    Telephone
      Number: _____________________  
      E-mail
      ______________________________

    


    Notices
      to be sent to: o
      Residence o
      Business o
      Alternate

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Acceptance
      of Subscription

     

    Principal
      Balance of Debenture to be   U.S.
      DRY
      CLEANING CORPORATION

    Issued:

    

      
        	 	 	 	 
	$ ____________	
                 By:

              	 	 
	 	 	
                Robert
                  Y. Lee

              	 
	 	
                Its:

              	 	 


      

    

     


Date:
  December _, 2006



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    



    Exhibit
      A


     

    Form
      Series A Convertible Debenture

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    SERIES
      A CONVERTIBLE DEBENTURE

    

      
        	 	 	 	 
	US
                $________________	 	 	Palm Springs,
                California
	 	 	 	December
                4,
                2006


      

    

     

    U.S.
      Dry
      Cleaning Corporation, a Delaware corporation (the “Company”),
      for
      value received, hereby promises to pay to the order of ______________
      (the
      “Holder”),
      the
      sum of ____________________ Dollars ($_____________) plus interest thereon
      in
      lawful currency of the United States of America. Payment for all amounts due
      hereunder shall be made by December 3, 2007 (the “Maturity
      Date”).
      

     

    1.  No
      Interest.
      No
      interest shall accrue on the principal balance of this Series A Convertible
      Debenture (this "Note").

     

    2.  Late
      Fee.
      If the
      principal amount of this Note is not paid in full or converted by Holder
      pursuant to Section 5
      below,
      on or before the Maturity Date, then the Company shall pay to Holder, in
      addition to the principal balance hereunder, five percent (5%) of the principal,
      unpaid balance of this Note on the Maturity Date.

     

    3.  Security
      Agreement as Security.
      This
      Note is secured by, among other things, a Security Agreement of even date
      herewith (the “Security
      Agreement”)
      executed by each of Company and its subsidiaries, as debtor, in favor of an
      agent of Holder, as secured party, which encumbers all of the assets of the
      Company (the “Collateral”).
      The
      Company will cause each of its current operating subsidiaries (as defined below)
      to execute the Security Agreements. The “Operating
      Subsidiaries”
are
      USDCC CVR Merger Sub, LLC, a California limited liability company, and Enivel,
      Inc. Once this Note has been paid in full, all of the foregoing security
      interests will be released with respect to the holder hereof.

     

    4.  Prepayment.
      This
      Note may be prepaid at any time without penalty upon delivering at least
      forty-five (45) days advance written notice to Holder.

     

    5.  Conversion
      into Common Stock.

     

    
      5.1  Voluntary
        Conversion.
        At the
        Holder’s option, any portion of this Note (including the principal and any
        accrued interest) may be converted into fully-paid and nonassessable shares
        of
        Common Stock of the Company at the Conversion Price specified
        below.

    

     

    
      5.2  Conversion
        Procedure.
        At any
        time prior to the Maturity Date, the Holder may notify the Company in writing
        that it intends to convert the Note. Such notification shall be accompanied
        by
        the original of the Note. The Company shall, as soon as practicable, issue
        and
        deliver to the Holder of this Note a certificate in the name of the Holder
        for
        the number of shares of the Common Stock to which the Holder of this Note
        shall
        be entitled. Such conversion shall be deemed to have been made as of the
        date of
        such surrender of the Notes, and the person or persons entitled to receive
        the
        Common Stock issuable upon such conversion shall be treated for all purposes
        as
        the record holder or holders of such Common Stock on such
        date.

    

     

    
      
         

      

      
        Exhibit
          A
          - Page 2

        
          

        

      

      
         

      

    

     

    
      5.3  Mechanics
        and Effect of Conversion.
        No
        fractional shares of capital stock shall be issued upon conversion of this
        Note.
        In lieu of the Company issuing any fractional shares to the Holder upon the
        conversion of this Note, the Company shall pay to the Holder the amount of
        outstanding principal and interest that is not so converted. Upon conversion
        of
        this Note, the Company shall be forever released from all its obligations
        and
        liabilities under this Note, except that the Company shall be obligated to
        pay
        the Holder, within ten (10) days after the date of such conversion, any interest
        accrued and unpaid or unconverted to and including the date of such conversion,
        and no more.

    

     

    
      	5.4  	
              Conversion
                Price.

            


    

     

    
      5.4.1  Definitions.
        For
        purposes of this Note, the following terms shall have the meanings set forth
        below:

    

     

    
      (1)  "Common
        Stock"
        shall
        mean the common stock of the Company.

    

     

    
      (2)  "Common
        Stock Equivalents"
        shall
        mean Convertible Securities and rights entitling the holder thereof to receive,
        directly or indirectly, additional shares of Common Stock without the payment
        of
        any consideration by such holder for such additional shares of Common Stock
        or
        Common Stock Equivalents.

    

     

    
      (3)  "Conversion
        Price"
        shall
        mean the price, determined pursuant to this Section 5.4,
        at
        which shares of Common Stock shall be deliverable upon conversion of this
        Note.

    

     

    (4)  "Convertible
      Securities"
      shall
      mean any indebtedness or shares of stock convertible into or exchangeable for
      Common Stock, including this Note.

     

    
      (5)  "Current
        Conversion Price"
        shall
        mean the Conversion Price immediately before the occurrence of any event,
        which,
        pursuant to this Section 5.4,
        causes
        an adjustment to the Conversion Price.

    

     

    
      (6)  "Options"
        shall
        mean any rights, warrants or options to subscribe for or purchase Common
        Stock
        or Convertible Securities.

    

     

    
      5.4.2  Initial
        Conversion Price.
        The
        initial Conversion Price shall be $3.00 per share of Common Stock. The
        Conversion Price shall be subject to adjustment from time to time in certain
        instances as hereinafter provided.

    

     

    
      5.4.3  Adjustments
        to Conversion Price.
        Subject
        to 5.4.1(4)
        below,
        the Conversion Price in effect from time to time shall be subject to adjustment
        in certain cases as follows:

    

     

    
      (1)  Stock
        Splits; Dividends; Distributions and Combinations.
        If the
        Company at any time or from time to time after the date of this Note fixes
        a
        record date for the effectuation of a split or subdivision of the outstanding
        shares of Common Stock or the determination of holders of Common Stock entitled
        to receive a dividend or other distribution payable in additional shares
        of
        Common Stock or Common Stock Equivalents, then, following such record date
        (or
        the date of such dividend, distribution, split or subdivision if no record
        date
        is fixed), the Conversion Price shall be appropriately decreased so that
        the
        number of shares of Common Stock issuable on conversion of this Note shall
        be
        increased in proportion to such increase in the number of outstanding shares
        of
        Common Stock (including for this purpose, Common Stock Equivalents). If the
        number of shares of Common Stock outstanding at any time after the date of
        this
        Note is decreased by a combination of the outstanding shares of Common Stock,
        then, following the record date of such combination, the Conversion Price
        shall
        be appropriately increased so that the number of shares of Common Stock issuable
        on conversion of this Note shall be decreased in proportion to such decrease
        in
        the number of outstanding shares of Common Stock.

    

     

    
      
         

      

      
        Exhibit A -
          Page
          3

        
          

        

      

      
         

      

    

     

    
      (2)  Recapitalizations.
        If at
        any time or from time to time there shall be a recapitalization of the Common
        Stock (other than a subdivision, combination or merger, sale of the voting
        stock
        of the Company or a sale of assets transaction provided for elsewhere in
        this
        Section 5.4.3),
        provision shall be made so that the holder of this Note shall thereafter
        be
        entitled to receive upon conversion of this Note the number of shares of
        stock
        or other securities or property of the Company or otherwise, to which a holder
        of the number of shares of Common Stock of the Company which the Holder is
        then
        entitled to receive upon conversion of this Note would have been entitled
        to on
        such recapitalization. In any such case, appropriate adjustment shall be
        made in
        the application of the provisions of this Section 5.4.3
        with
        respect to the rights of the holder of this Note after the recapitalization
        to
        the end that the provisions of this Section 5.4.3
        (including adjustment of the Conversion Price then in effect and the number
        of
        shares purchasable upon conversion of this Note) shall be applicable after
        that
        event in as nearly an equivalent manner as may be
        practicable.

    

     

    
      (3)  Successive
        Changes.
        The
        provisions of this Section shall similarly apply to successive issuances,
        sales,
        dividends or other distributions, subdivisions and combinations on or of
        the
        Common Stock after the date of this Note.

    

     

    
      (4)  No
        Impairment.
        The
        Company will not, by amendment of its Certificate of Incorporation or through
        any reorganization, recapitalization, transfer of assets, consolidation,
        merger,
        dissolution, issue or sale of securities or any other voluntary action, avoid
        or
        seek to avoid the observance or performance of any of the terms to be observed
        or performed hereunder by the Company, but will at all times in good faith
        assist in the carrying out of all the provisions of this Section 5.4.3
        and in
        the taking of all such action as may be necessary or appropriate in order
        to
        protect the conversion rights of the holder of this Note against
        impairment.

    

     

    
      (5)  Excluded
        Events.
        Notwithstanding any other provision in this Section 5.4.3
        which is
        inconsistent with or contrary to the terms of this paragraph (8), the Conversion
        Price shall not be adjusted by virtue of (a) the issuance of securities in
        connection with acquisition transactions, (b) the issuance of securities to
        financial institutions, suppliers or lessors in connection with commercial
        credit arrangements, equipment financings or similar transactions, or
        (c) conversion of the Note.

    

     

    
      
         

      

      
        Exhibit A -
          Page
          4

        
          

        

      

      
         

      

    

    (6)  Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this Section 5.4.3,
      the
      Company, at its expense and upon request by the holder of this Note, shall
      compute such adjustment or readjustment in accordance with the terms hereof
      and
      prepare and furnish to the holder of this Note a certificate setting forth
      such
      adjustment or readjustment and showing in reasonable detail the facts upon
      which
      such adjustment or readjustment is based. The Company shall, upon the written
      request at any time of the holder of this Note, furnish or cause to be furnished
      to such holder a like certificate setting forth (a) such adjustment and
      readjustment, (b) the Current Conversion Price, and (c) the number of shares
      of
      Common Stock and the amount, if any, of other property which at the time would
      be received upon the conversion of this Note.

     

    
      5.4.4  Business
        Combination, Merger; Sale of Company.
        After
        the date of this Note, in the event of any proposed business combination,
        consolidation or merger of the Company with or into another corporation (other
        than a business combination, consolidation or merger in which the Company
        is the
        continuing corporation and which does not result in any reclassification
        of, or
        change in, the outstanding shares of Common Stock), in the event of any proposed
        sale or transfer to another corporation of all or substantially all of the
        assets of the Company, or in the event of any proposed sale of more than
        fifty
        percent (50%) of the voting stock or equity securities of the Company, the
        holder of this Note may, upon delivery of this Note and election pursuant
        to
        Section 5.2.
        above,
        have this Note treated for all purposes as if it had been converted into
        Common
        Stock on the earlier of (a) the record date, if any, for voting by holders
        of
        Common Stock on such event, and (b) the date of such event.

    

     

    
      5.5  Reservation
        of Stock Issuable Upon Conversion.
        The
        Company shall ensure that it has at all times available out of its authorized
        but unissued shares of capital stock a sufficient number of shares of stock
        so
        that this Note can be converted into Common Stock, if the Holder elects to
        do
        so.

    

     

    6.  Assignment.
      The
      rights and obligations of the Company and the Holder of this Note shall be
      binding upon and benefit the successors, assigns, heirs, administrators and
      transferees of the parties. The Holder of this Note may transfer or assign
      its
      rights herein, but only in accordance with the Securities Act of 1933, as now
      or
      hereinafter amended, and any applicable state securities laws, and by delivering
      to the Company an opinion of legal counsel, in form and substance reasonably
      acceptable to the Company, stating that such transfer or assignment complies
      with the Securities Act of 1933 and applicable state securities
      laws.

     

    7.  Due
      on
      Sale/Encumbrance.
      The
      Security Agreement provides in part: 

     

    Without
      the prior written consent of Secured Party, Debtor shall not
      (a)
      directly
      or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest
      in the Collateral or any part thereof (including any ownership interest in
      Debtor);
      or
      (b) further
      encumber, alienate, grant a lien or grant any other interest in the Collateral
      or any part thereof, whether voluntarily or involuntarily.

     

    “[T]ransfer”
shall
      include the sale, transfer, conveyance, mortgage, pledge, or assignment of
      a
      legal or beneficial ownership interest in the Collateral. “Transfer” shall not
      include the leasing or subleasing of any portion of the Collateral, or the
      sale
      of Collateral in the ordinary course of business.

     

    
      
         

      

      
        Exhibit A -
          Page
          5

        
          

        

      

      
         

      

       

    

    8.  Waiver
      and Amendment.
      The
      provisions of this Note may only be amended, waived or modified upon the written
      consent of the Company and the Holder.

     

    9.  Notices.
      Any
      notice required or permitted to be given under this Note shall be in writing
      and
      either shall be mailed by certified mail, postage prepaid, return receipt
      requested, or sent by overnight courier service, or personally delivered to
      a
      representative of the receiving party, or sent by telecopy. Notices shall
      mailed, sent, delivered, addressed as follows or to such other address as a
      party may designate by proper notice hereunder:

    

      
        	 	
                If
                  to the Holder:

              	
                 

              	 
	 	 	
                 

              	 
	 	 	
                 

              	 
	 	 	
                Attn.:_____________

              	 
	 	 	
                Facsimile:
                  __________

              	 
	 	 	 	 
	 	 	
                with
                  a copy to:

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
                Attn.:
                  ___________

              	 
	 	 	
                Facsimile:
                  ________

              	 
	 	 	 	 
	 	 	 	 
	 	
                If
                  to the Company:

              	
                U.S.
                  Dry Cleaning Corporation

              	 
	 	 	
                125
                  E. Tahquitz Canyon, Suite 203

              	 
	 	 	
                Palm
                  Springs, CA 92262

              	 
	 	 	
                Attn:
                  Robbie Y. Lee

              	 
	 	 	
                Facsimile:
                  (310) 226-8553

              	 
	 	 	 	 
	 	 	
                With
                  a copy to:

                 

              	 
	 	 	
                Greenburg
                  Traurig

              	 
	 	 	
                650
                  Town Center Drive

              	 
	 	 	
                Suite
                  1700

              	 
	 	 	
                Costa
                  Mesa, CA 92626

              	 
	 	 	
                Attn:
                  John Giovannone

              	 
	 	 	
                Facsimile:
                  714-708-6501

              	 


      

    

     

    Any
      communication so addressed and mailed shall be deemed to be given on the
      earliest of (a) when actually delivered, (b) on the first business day
      after deposit with an overnight courier service, or (c) on the third business
      day after deposit in the United States mail, postage prepaid, in each case
      to
      the address of the intended addressee, and any communication so delivered in
      person shall be deemed to be given when receipted for by, or actually received
      by, Holder or the Company, as the case may be. If given by telecopy, a notice
      shall be deemed given and received when the telecopy is transmitted to the
      party’s telecopy number and confirmation of complete receipt is received by the
      transmitting party during normal business hours or on the next business day
      if
      not confirmed during normal business hours. Any party may designate a change
      of
      address by written notice to the other by giving at least ten (10) days prior
      written notice of such change of address. 

     

    
      
         

      

      
        Exhibit A -
          Page
          6

        
          

        

      

      
         

      

       

    

    10.  No
      Shareholder Rights.
      Nothing
      contained in this Note shall be construed as conferring upon the Holder or
      any
      other person the right to vote or to consent or to receive notice as a
      shareholder in respect of meetings of shareholders for the election of directors
      of the Company or any other matters or any rights whatsoever as a shareholder
      of
      the Company.

     

    11.  Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of California; provided, however, that if any California law or laws require
      or
      permit the laws of any other jurisdiction to be applied in any proceeding,
      such
      California law or laws shall be disregarded with the effect that the remaining
      laws of the State of California shall nonetheless be applied.

     

    12.  Heading:
      References.
      All
      headings used herein are used for convenience only and shall not be used to
      construe or interpret this Note.

     

    13.  Compliance
      with Usury Laws.
      It is
      the intention of the parties to conform to applicable laws, and all agreements
      between the Company and Holder, whether now existing or hereafter arising,
      are
      hereby expressly limited so that in no event shall the amount paid or agreed
      to
      be paid to Holder, or collected by Holder, for the use, forbearance or detention
      of the money lent hereunder or otherwise, exceed the maximum amount permissible
      under applicable laws. If under any circumstances fulfillment of any provision
      hereof or of the Security Agreement or any other security document, at the
      time
      performance of such provision shall be due, shall involve exceeding the limit
      of
      validity prescribed by law, then the obligation to be fulfilled shall be reduced
      to the limit of such validity; and if the Holder shall ever receive an amount
      deemed interest, by applicable law, which would exceed the highest lawful rate,
      such amount that would be excessive interest under applicable laws shall be
      applied to the reduction of the principal amount owing hereunder or to other
      indebtedness and not to the payment of interest, or if such excessive interest
      exceeds the unpaid principal amount and other indebtedness, the excess shall
      be
      deemed to have been a payment made by mistake and shall be refunded to the
      Company.

     

    14.  Severability.
      In case
      any provision of this Note shall be invalid, illegal, or unenforceable, it
      shall, to the extent practicable, be modified so as to make it valid, legal
      and
      enforceable and to retain as nearly as practicable the intent of the parties;
      and the validity, legality, and enforceability of the remaining provisions
      shall
      not in any way be affected or impaired thereby.

     

    
      
         

      

      
        Exhibit A -
          Page
          7

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be issued on the date
      first
      written above.

    
      	
               

            	 	 
	 	
              U.S.
                Dry Cleaning Corporation,

              a
                Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Robert
              Y. Lee
	 	Title:
              ________________________


    

    
      


    
      
         

      

      
        Exhibit A -
          Page
          8