Termination Agreement

EXHIBIT
    10.20

     

    TERMINATION
      AGREEMENT

    


    THIS
      TERMINATION AGREEMENT (“Agreement”)
      is
      made and effective this 19th
      day of
      April, 2007 (“Effective
      Date”)
      by and
      between U.S. Dry Cleaning Corporation, a Delaware corporation (“U.S. Dry
      Cleaning”) and Marino Capital Partners, Inc., a California corporation (“MCP”).
      U.S. Dry Cleaning and MCP shall sometimes be referred to individually as the
      “Party” and collectively as the “Parties.” Capitalized terms not defined in this
      Agreement shall have the meanings ascribed to them in the Engagement Agreement
      described below.

    


    ARTICLE
      I.

    RECITALS

    


    1.01.    The
      Engagement Agreement. On
      or
      about August 24, 2006, the Parties entered into an Engagement Agreement (the
      “Engagement
      Agreement”).

    


    1.02.    Mutual
      Consent.
      The
      Parties hereby wish to terminate the Engagement Agreement by mutual consent
      and
      release each other from any obligations thereunder.

    


    Now,
      therefore, in consideration of the mutual promises, conditions and
      representations contained herein, including the release of all future claims
      and
      obligations set forth in the Recitals above, which Recitals are made a part
      of
      this Agreement, and for good and valuable consideration, the sufficiency of
      which is hereby acknowledged, the Parties agree as follows:

    


    ARTICLE
      II.

    TERMINATION

    


    2.01.    Termination.
      In
      accordance with Section 3(a) of the Engagement Agreement, the Parties agree
      that
      the Engagement Agreement is hereby terminated.

    


    2.02.    Effect
      of Termination.
      The
      Parties hereby agree that MCP will no longer perform any services under the
      Engagement Agreement nor will MCP earn or be paid any further compensation
      under
      the Engagement Agreement. Additionally, the Parties hereby agree that no
      compensation is currently due and owing to either Party under the Engagement
      Agreement.

    


    2.03.    No
      Effect on Third Party Contracts.
      Nothing
      in this Agreement shall be deemed to be a waiver or release of any third party
      agreements.

     

    ARTICLE
      III.

    GENERAL
      PROVISIONS

    


    3.01.    Binding
      Effect.
      This
      Agreement shall be binding on and inure to the benefit of the Parties hereto
      and
      their respective heirs, successors and assigns.

    


    3.02.    Governing
      Law and Construction.
      THE
      VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED
      BY
      THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
      PRINCIPLES THEREOF. Whenever possible, each provision of this Agreement and
      any
      other statement, instrument or transaction contemplated hereby or relating
      hereto shall be interpreted in such manner as to be effective and valid under
      such applicable law, but, if any provision of this Agreement or any other
      statement, instrument or transaction contemplated hereby or relating hereto
      shall be held to be prohibited or invalid under such applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement or any other statement, instrument or
      transaction contemplated hereby or relating hereto. The Parties submit to the
      jurisdiction of the courts of the County of Orange, State of California or
      a
      Federal Court empaneled in the State of California for the resolution of all
      legal disputes arising under this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3.03.    Attorneys’
      Fees.
      If any
      legal action, arbitration or proceeding is brought to enforce or interpret
      any
      term or provision of this Agreement, the prevailing party shall be entitled
      to
      recover its attorney’s fees and costs actually incurred. 

    


    3.04.    Integration.
      This
      Agreement incorporates the complete and entire Agreement between the Parties
      with reference to the subject matter hereof, and there are no other oral
      agreements, understandings, representations or warranties, express or implied,
      relating thereto between the Parties. No modification, waiver, or amendment
      of
      this Agreement shall be binding upon the Parties unless executed in writing
      by
      the Parties hereto.

     

    
      3.05.    Independent
        Counsel.
        The
        Parties hereby acknowledge and agree that they have
        had
        the opportunity to have this Agreement reviewed by their own independent
        counsel
        and therefore agree that this Agreement shall be deemed to have been jointly
        drafted and shall not be construed in favor or against either
        Party.

    

    


    3.06.    Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument.

    


    IN
      WITNESS WHEREOF, the Parties have duly entered into this Agreement on the date
      first written above.

    


    U.S.
      Dry
      Cleaning:

    


    U.S.
      Dry
      Cleaning Corporation,

    a
      Delaware corporation

     

     

    /s/
      Robert Y.
      Lee                                                  


    BY:
      Robert Y. Lee

    ITS:
      Chief Executive Officer

    


    MCP:

     

    Marino
      Capital Partners, Inc.,

    a
      California corporation

     

     

    /s/
      Frank
      Marino                                                   


    BY:
      Frank
      Marino

    ITS:
      President