SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Obligation. For value received, US DRY CLEANING CORPORATION, a Delaware corporation ("Maker"), hereby unconditionally promises to pay to ____________ (“Payee”), at such place as Payee may from time to time designate in writing to Maker, the principal sum of $ [ ],000.00, plus interest on the unpaid principal balance hereof at the rate of 10% per annum from February [ ], 2006, payable quarterly in arrears, in immediately available funds to the date of which is twelve months from the date hereof (the “Maturity Date”) unless earlier redeemed or converted. This Note is one of a number of Senior Secured Convertible Promissory Notes (collectively, the “Offering Notes”) having substantially identical terms and conditions, in an aggregate principal amount not to exceed Ten Million Dollars ($10,000,000). The Offering Notes are issued as senior secured obligations of Maker and rank senior to all of Maker’s other obligations, whether now existing or hereinafter incurred or created.

Payment of Principal and Interest. Unless this Note is converted in accordance with the provisions of Section 8 hereof, principal shall be payable in lawful money of the United States in immediately available funds, without deduction or offset, on the Maturity Date;  provided , however , that the Maturity Date may be extended by written notice, made by the holders of no less than 50.1% in interest of the principal amount outstanding under all Offering Notes then outstanding (a “Qualifying Percentage”). Interest shall be calculated on the basis of a 360 day year consisting of twelve 30-day months.

Unpaid Interest Bears Interest. If interest is not paid when due, it shall bear like interest as principal, but such unpaid interest so compounded shall not exceed an amount equal to simple interest on the unpaid principal at the maximum rate permitted to be charged under any applicable laws, rules and regulations limiting interest rates.

Late Charge. If any installment of principal or interest is not received within 30 days after the same becomes due and payable, with notice to the Maker and at the option of Payee, Maker shall pay to Payee a "late charge" in the amount of 5% of any such delinquent amount, to cover the extra expense incurred in handling delinquent payments.

Purpose. Maker hereby represents and warrants that the proceeds of the loan evidenced by this Note shall be used solely for business purposes.

Redemption. Maker shall have the right to redeem the Note at any time, without penalty or premium, upon 45 days’ written notice to Payee. Maker shall pay all accrued interest along with the entire principal in immediately available funds at the date of redemption specified in such notice. The Note may be converted to Common Stock at any time prior to the date of redemption in accordance with Section 8.

Limitation on Interest Charged. Notwithstanding any provision herein to the contrary, including the provisions of Paragraph 3, the interest rate charged to and to be paid by Maker hereunder shall not exceed the maximum rate permitted to be charged under any applicable laws, rules and regulations limiting interest rates, it being the express intent of Payee and Maker that this Paragraph 7 shall operate as a "usury savings clause" under California law.

Convertibility of Note. The holder of this Note will have the unilateral right exercisable at any time prior to the Maturity Date of the date of redemption to convert the principal amount of this Note into common stock of Maker at a conversion price of $5.00 per share (with such share price being subject to adjustment for any stock split