SERIES
      A CONVERTIBLE DEBENTURE


    


    
      	
              US
                $________________

            	
              Palm
                Springs, California

            
	 	
              December
          _, 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.

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (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.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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    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. 

     

    
      
         

      

      
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    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.

     

    
      
         

      

      
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    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:	 
	
               

            	
              
                

              

            


    

     

    
      
         

      

      
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