SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549
                       ---------------------------


                                 FORM 8-K

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934


Date of Report (Date earliest event reported)         May 16, 1997
                                                    -----------------

                               ECOMAT, Inc.
        --------------------------------------------------------
         (exact name of registrant as specified in its charter)


                                 DELAWARE
        --------------------------------------------------------
              (State or other jurisdiction of incorporation)



      0-21613                                   13-3865026
------------------------                ----------------------------
(Commission File Number)                (IRS Employer Identification
                                                  Number)


               147 Palmer Avenue, Mamaroneck, NY              10543
-----------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)



Registrant's Telephone Number, Including Area Code:    (914) 777-3600
                                                       ----------------

                                     N/A
-----------------------------------------------------------------------
     (Former name or former address, if changed since last report)

<PAGE>


     Item 2.   Acquisition or Disposition of Assets.

               On  May  16,  1997,  pursuant  to  that  certain  Asset
     Purchase  Agreement  (the "Purchase Agreement")  by  and  between
     White  Glove Valet, Inc., a New York corporation ("White Glove"),
     and  Eco Josh, Inc., a Delaware corporation ("ESJ") and a wholly-
     owned  subsidiary  of the Registrant, ESJ acquired  substantially
     all  of the assets of White Glove (the "White Glove Assets")  for
     an aggregate purchase price (the "Purchase Price")of $200,000.

               White  Glove  was in the business of operating  a  dry-
     cleaners.   The White Glove Assets will be used in the  operation
     of the Registrant's wet-cleaning business. The White Glove Assets
     consist primarily of cleaning machinery such as presses, puffers,
     finishers,  spotting  boards, irons, stands,  water  guns,  slick
     rails,  dryers, washers and other cleaning machinery. In addition
     to  the  purchase  of  the White Glove Assets,  ESJ  assumed  the
     obligations  under the lease for the premises in  New  York  City
     (where  the  business will continue to operate).  The  source  of
     funds  for  the  payment  of  the Purchase  Price  was  from  the
     Registrant's working capital.  The Purchase Price was  determined
     based on White Glove's history of revenues, the fair market value
     of the White Glove Assets, the industry as a whole, the prospects
     of  future revenue from the White Glove Assets directly, value of
     the  White  Glove  Assets to the Registrant's  business  and  the
     location of the facilities.



               Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits.

     Exhibit
       No.          Document

        1           Asset Purchase Agreement dated April 28, 1997,
                    by and between White Glove Valet, Inc.  and
                    Eco Josh, Inc.

        2           Press Release dated May 16, 1997 by the
                    Registrant.

<PAGE>

                           SIGNATURES



          Pursuant to the requirements of the Securities Exchange
Act  of  1934, the Registrant has duly authorized and caused  the
undersigned to sign this Report on the Registrant's behalf.


                         
                                  ECOMAT, INC.



                            By:  /s/ Diane Weiser
                                 ----------------- 
                                  Diane Weiser
                                  President


Dated:   May 27, 1997




<PAGE>

                            EXHIBIT 1





                    ASSET PURCHASE AGREEMENT

                         by and between

                         ECO JOSH, INC.

                              and

                WHITE GLOVE VALET, INC. (D.I.P.)

                   Dated as of April 18, 1997





                        Table of Contents

ARTICLE I DEFINITIONS; PURCHASE OF THE PURCHASED ASSETS;
          ASSUMPTION OF ASSUMED LIABILITIES; PURCHASE PRICE;
          CLOSING ADJUSTMENTS;ADDITIONAL SHARES;
          REGISTRATION RIGHTS                                   1

     1.1. Certain Definitions                                   1
     1.2  Purchase of the Assets                                5
     1.3  Assumption by the Buyer of Certain Liabilities.       5
     1.4  Non-Assumed Liabilities                               5
     1.5  Purchase Price for the Assets                         6
     1.6  Allocation of Purchase Price                          6
     1.7  Limitations on Assignment; Further Assurance          6
     1.8  Closing Adjustments                                   6

ARTICLE II CLOSING                                              7

     2.1  The Closing.                                          7
     2.2  Additional Actions to be Taken on the Closing Date.   8

ARTICLE III REPRESENTATIONS AND WARRANTIESOF THE SELLER         9

     3.1  Organization and Qualification                        9
     3.2  Affiliates                                            9
     3.3. Validity and Execution of Agreement                   9
     3.4. No Conflict                                          10
     3.5  Litigation                                           10
     3.6  The Assets                                           10
     3.7  Intangible Property                                  11
     3.8  Intentionally Omitted                                11
     3.9  Intentionally Omitted                                12
     3.10 Intentionally Omitted                                12
     3.11 Undisclosed Liabilities                              12
     3.12 No Material Adverse Change                           12
     3.13 Tax Matters                                          13
     3.14 Contracts and Other Agreements                       13
     3.15 Real Estate                                          13
     3.16 Intentionally Omitted                                14
     3.17 ERISA                                                14
     3.18 Employees                                            14
     3.19 Environmental Matters                                14
     3.20 Insurance                                            15
     3.21 Licenses and Permits                                 15
     3.22 Compliance with Laws                                 15
     3.23 Intentionally Omitted                                16
     3.24 Intentionally omitted                                16
     3.25 Shareholders of Seller                               16
     3.26 Disclosure                                           16
     3.27 Survival                                             16

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER         17

     4.1  Organization and Qualification.                      17
     4.2  Validity and Execution of Agreement.                 17
     4.3  No Conflict                                          17
     4.4  Survival                                             17

ARTICLE V CONDITIONS TO CLOSING; BANKRUPTCY ORDERS; ADDITIONAL
     AGREEMENTS                                                18

ARTICLE VI INDEMNIFICATION                                     19

     6.1  Indemnification                                      19
     6.2  Method of Asserting Claims                           20

ARTICLE VII POST-CLOSING COVENANTS OF THE PARTIES              22

     7.1  Tax Matters                                          22
     7.2  Intentionally Omitted                                22
     7.3  Confidentiality                                      23



ARTICLE VIII MISCELLANEOUS                                     23

     8.1  Sales and Transfer Taxes                             23
     8.2  Post-Closing Further Assurances                      24
     8.3  Notices                                              24
     8.4  Publicity                                            25
     8.5  Entire Agreement                                     25
     8.6  Waivers and Amendments                               25
     8.7  Governing Law                                        25
     8.8  Binding Effect; No Assignment                        25
     8.9  Variations in Pronouns                               25
     8.10 Counterparts                                         26
     8.11 Exhibits and Schedules                               26
     8.12 Effect of Disclosure on Schedules                    26
     8.13 Intentionally omitted                                26
     8.14 Headings                                             26
     8.15 Severability of Provisions                           26
     8.16 Brokers                                              26


                       TABLE OF CONTENTS
                          (Continued)


EXHIBIT A - ASSIGNMENT & ASSUMPTION AGREEMENT

EXHIBIT B - BILL OF SALE

EXHIBIT C - LANDLORD'S CONSENT

EXHIBIT D - FORM OF OPINION OF SELLER'S COUNSEL



SCHEDULES

1.1(a) - Excluded Assets
1.1(b) - Permitted Liens
1.2    - Assets
1.3(b) - Assumed Liabilities
1.6    - Allocation of Purchase Price
3.1    - Jurisdictions of Qualification
3.2    - Affiliates
3.5    - Litigation - Seller
3.7    - Intangible Property
3.11   - Liabilities
3.13   - Tax Matters
3.14   - Material Agreements
3.15   - Real Estate
3.20   - Insurance
3.21   - Licenses and Permits
3.25   - Shareholders of Seller
6.2(b) - Locations of Ecomat Facilities



                    ASSET PURCHASE AGREEMENT


     ASSET  PURCHASE  AGREEMENT, dated  April  18,  1997  by  and
between  White  Glove  Valet, Inc., a New York  corporation  (the
"Seller"),  and  Eco  Josh,  Inc., a  Delaware  corporation  (the
"Buyer").

                      W I T N E S E T H :

     WHEREAS,  the Seller is engaged in the business of operating
a laundromat and cleaners (the "Business"); and

     WHEREAS,  the  Seller  owns certain  assets  comprising  the
Assets  (as hereinafter defined) which are related to the conduct
of the Business; and

     WHEREAS, the Seller wishes to sell, and the Buyer wishes  to
purchase, the Assets, subject to the assumption by the  Buyer  of
certain   liabilities  of  the  Seller  comprising  the   Assumed
Liabilities (as hereinafter defined).

     NOW,  THEREFORE,  in  consideration  of  the  mutual  terms,
conditions and other agreements set forth herein, the Seller  and
the Buyer hereby agree as follows:

                           ARTICLE I

         DEFINITIONS; PURCHASE OF THE PURCHASED ASSETS;
              ASSUMPTION OF ASSUMED LIABILITIES;
              PURCHASE PRICE; CLOSING ADJUSTMENTS;
             ADDITIONAL SHARES; REGISTRATION RIGHTS

     1.1.  Certain  Definitions.  As used in this Agreement,  the
following  terms have the following meanings unless  the  context
otherwise requires:

     "Affiliate"   means, with respect to any Person,  any  other
Person  controlling, controlled by or under common  control  with
such  Person;  provided, however, that for purposes  of  Sections
3.2,  3.16 and 5.2, controlling or controlled shall be deemed  to
occur  if  any  Person holds or has the right to vote  ten  (10%)
percent or more of the voting stock of such other Person.

     "Assets" has the meaning specified in Section 1.2.

     "Assigned  Contracts and Leases" means the unexpired  leases
(including  without limitation, the leases set forth on  Schedule
3.15)  and  executory  contracts (including  without  limitation,
licenses and purchase orders) set forth on Schedule 3.14,  unless
indicated otherwise therein.

     "Assignment  and Assumption Agreement" means  an  instrument
substantially in the form of Exhibit A attached hereto.

     "Bill of Sale" means an instrument substantially in the form
of Exhibit B  attached hereto.

     "Business" has the meaning specified in the Recitals.

     "Business  Day" means any day other than a Saturday,  Sunday
or other day on which commercial banks are authorized or required
by law to close in New York City.

     "Buyer"  has  the  meaning  specified  in  the  introductory
paragraph of this Agreement.

     "Claim Notice" has the meaning specified in Section 6.2(a).

     "Closing" has the meaning specified in Section 2.1(a).

     "Code" has the meaning specified in Section 3.13.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     "Environmental  Law" means any and all  present  and  future
federal,   state,   local   and  statutes,   laws,   regulations,
ordinances,  rules, judgments, orders, decrees, permits,  grants,
franchises, licenses or agreements relating to (a) the protection
of  the  environment, health or workers safety; (b) pollution  or
environmental   contamination;  or  (c)  the   use,   processing,
distribution,   generation,   treatment,   storage,    recycling,
transportation, disposal, handling, Release or threatened or 
potential  Release  of  any  Material of  Environmental  concern,
including,but not limited to,"perc".

     "Excluded  Assets" means those assets of the  Seller  or  an
Affiliate of Seller set forth on Schedule 1.1(a).

     "Governmental  or Regulatory Body" means any  government  or
political  subdivision thereof, whether federal,  state,  county,
local or foreign, or any agency, authority or instrumentality  of
any such government or political subdivision.
     
     "Indemnified  Party"  has the meaning specified  in  Section
6.2.

     "Indemnifying  Party" has the meaning specified  in  Section
6.2.

     "Intangible Property" has the meaning specified  in  Section
3.7.

     "IRS" means the Internal Revenue Service.

     "Landlord's  Consent" means an instrument  substantially  in
the form of Exhibit C attached hereto.

     "Leases" has the meaning specified in Section 3.15.

     "Liabilities" has the meaning specified in Section 3.11.

     "Lien"  means  any  lien,  pledge, hypothecation,  mortgage,
security  interest, claim, lease, charge, option, right of  first
refusal,  easement,  servitude, transfer  restriction  under  any
stockholder  or  similar  agreement,  encumbrance  or  any  other
restriction or limitation whatsoever.

     "Losses" has the meaning specified in Section 6.1.

     "Material  Adverse Effect" means any change  or  changes  or
effect  or effects that individually or in the aggregate  are  or
may  reasonably be expected to be materially adverse to  (a)  the
business  or  the  assets,  operations,  income,   prospects   or
conditions  (financial or otherwise) of the Seller, the  Business
or  the  transactions contemplated by this Agreement or  (b)  the
ability  of  the  Seller  to perform its obligations  under  this
Agreement.

     "Material  Agreements" has the meaning specified in  Section
3.14.

     "Non-Assumed  Liabilities"  has  the  meaning  specified  in
Section 1.4.

     "Permitted Liens" means (a) Liens for taxes not yet due  and
(b) the Liens set forth on Schedule 1.1(b).
     "Person"  means  any  individual, corporation,  partnership,
firm,  joint  venture, association, joint-stock  company,  trust,
unincorporated organization, Governmental or Regulatory  Body  or
other entity.

     "Plan" means any plan, fund, program, understanding, policy,
arrangement,  contract or commitment, whether  qualified  or  not
qualified  for  federal income tax purposes,  whether  formal  or
informal, whether for the benefit of a single individual or  more
than  one  individual, which is in the nature of (a) an  employee
pension  benefit plan (as defined in ERISA  3(2)) (b) an employee
welfare  benefit  plan  (as defined in ERISA   3(1))  or  (c)  an
incentive,  deferred  compensation, or other benefit  arrangement
for  employees,  former  employees,  their  dependents  or  their
beneficiaries.

     "Purchase Price" has the meaning specified in Section 1.5.

     "Real Estate Documents" has the meaning specified in Section
3.15.

     "Release"  means  any spilling, leaking,  pumping,  pouring,
emitting,  emptying, discharging, injecting, escaping,  leaching,
dumping or disposing into the environment.

     "Seller"  has  the  meaning specified  in  the  introductory
paragraph of this Agreement.

     "Tax"  or  "Taxes" mean all taxes, charges, fees, levies  or
other assessments imposed by any federal, state, local or foreign
Taxing  Authority, including, without limitation,  gross  income,
gross  receipts, income, capital, excise, property (tangible  and
intangible),  sales,  transfer, value added, employment,  payroll
and  franchise  taxes and such terms shall include any  interest,
penalties  or  additions attributable to or imposed  on  or  with
respect to such assessments.

     "Tax Authority" has the meaning specified in Section 3.13.

     "Tax  Return" means any return, report, information  return,
or   other   document  (including  any  related   or   supporting
information)  filed  or required to be filed  with  any  federal,
state,  or  local  governmental  entity  or  other  authority  in
connection  with the determination, assessment or  collection  of
any Tax (whether or not such Tax is imposed on the Seller) or the
administration   of  any  laws,  regulations  or   administrative
requirements relating to any Tax.

     1.2   Purchase  of  the Assets.  Subject to  the  terms  and
conditions  set forth in this Agreement, the Seller agrees  that,
on  the  Closing  Date, the Seller shall sell, transfer,  assign,
convey  and deliver to the Buyer, and Buyer agrees that,  on  the
Closing  Date, Buyer shall purchase, acquire and accept from  the
Seller,  all of the assets owned, used and held by the Seller  to
conduct  the Business, as set forth on Schedule 1.2,  other  than
the  Excluded Assets (the "Assets"), free and clear of all Liens,
other than Permitted Liens.

     1.3    Assumption  by  the  Buyer  of  Certain  Liabilities.
Subject  to the terms and conditions set forth in this Agreement,
Buyer  agrees that, on the Closing Date, Buyer shall  assume  and
thereafter  pay, perform or discharge, as the case  may  be,  the
following  obligations and liabilities of the Seller  outstanding
on the Closing Date (the "Assumed Liabilities"):

     (a)  all  obligations and liabilities of the Seller  arising
          out of, or in connection with, the Leases; and

     (b)  all liabilities of the Seller reflected on Schedule 1.3
          (b) attached hereto.

     1.4   Non-Assumed Liabilities.  The Buyer shall  not  assume
nor  be  responsible  for any liabilities or obligations  of  the
Seller   or  any  of  its  Affiliates  other  than  the   Assumed
Liabilities (the "Non-Assumed Liabilities").

     1.5   Purchase Price for the Assets.  The consideration  for
the  Assets  shall  be the (i) assumption by  the  Buyer  of  the
Assumed  Liabilities; and (ii) the payment by the  Buyer  to  the
Seller  on  the Closing Date of $200,000 in immediately available
funds(collectively, the "Purchase Price").

     1.6  Allocation of Purchase Price.  The Purchase Price shall
be allocated among the Assets in the manner set forth on Schedule
1.6.  Except as required by law, the parties hereby covenant  and
agree  with each other that none of them will take a position  on
any  Tax  Return,  before any Taxing Authority charged  with  the
collection of any Tax, or in any judicial proceeding, that is  in
any way inconsistent with the negotiated allocation set forth  on
Schedule 1.6.

     1.7   Limitations on Assignment; Further Assurance.  To  the
extent  that the Leases to be assigned to the Buyer, as  provided
herein, shall require the consent of another party thereto,  this
Agreement shall not constitute an agreement to assign the same if
an  attempted assignment would constitute a breach  thereof.   To
the  extent  required, the Seller agrees that  it  will  use  all
reasonable efforts to obtain the written consent of all necessary
parties  to  the assignment of the Buyer of the Leases.   If  any
such consent is not obtained, the Seller shall use all reasonable
efforts to obtain the same and will cooperate with the Buyer,  as
appropriate, in any reasonable arrangement designed by the  Buyer
to  provide to the Buyer, as appropriate, the benefits thereunder
and  the  Buyer  shall  assume  all  correlative  obligations  to
effectuate such arrangement.

     1.8   Closing  Adjustments.  (a) The  following  adjustments
shall  be made between the Seller and the Buyer as of 11:59  P.M.
of the day before the Closing Date:

          (i)   Rents and additional rents or charges (including,
          but not limited to, additional rent or charges for real
          estate taxes, water charges, insurance and common  area
          maintenance)  payable by or to the Seller  pursuant  to
          the Leases;

          (ii)   Security  deposits, if any, paid by  Seller  pur
          suant  to the Leases, except any amount actually  trans
          ferred  by the Seller prior to the Closing Date to  the
          lessors pursuant to the Leases;

          (iii)  Interest, if any, payable with  respect  to  the
          Assumed Liabilities;

          (iv)   Employee  wages and benefits  as  set  forth  on
          Schedule 3.18 relating to employees hired by Buyer; and

          (v)   Operating income and other operating expenses  of
          the Business.

     (b)   The net amount of any closing adjustments in favor  of
the  Seller  shall be paid to the Seller on the Closing  Date  in
immediately  available funds, and the net amount of  any  closing
adjustments  in favor of the Buyer shall be credited against  the
cash portion of the Purchase Price at the Closing.

     (c)    Any   errors   or  omissions  in  computing   closing
adjustments  discovered  after Closing Date  shall  be  corrected
promptly  upon  discovery.  The obligation of the  parties  under
this Section shall survive the Closing.


                           ARTICLE II

                            CLOSING

     2.1   The Closing.  (a) The consummation of the transactions
contemplated by this Agreement (the "Closing") shall be  held  at
12:00  p.m. (New York City time) on the first Business Day  after
the  bankruptcy  court  approves this Agreement  or  as  soon  as
thereafter practical(such date and time being referred to  herein
as  the  "Closing Date") at the offices of Bernstein & Wasserman,
LLP, 950 Third Avenue, New York, NY  10022.

     (b)  At the Closing, the Seller shall execute and deliver or
cause  to  be executed and delivered to the Buyer, all  documents
and  instruments necessary to transfer to the Buyer, all  of  the
right,  title  and interest of the Seller in and to  the  Assets,
including, without limitation:

                (i)    the  Assignment and Assumption  Agreement,
          signed by the Seller;

               (ii)   the Bill of Sale and Certificates of Title,
          as applicable, signed by the Seller;

               (iii)   each  Landlord's Consent,  signed  by  the
          Seller and the respective lessors;

                (v)    Delivery  of the Sales Procedures  Orders,
          Sale  Orders  and  all other orders of  the  Bankruptcy
          Court as provided in Section 5 of this Agreement; and

                (vi)  Subsequent to the removal of the real  star
          perc  machine  and  all perchloroethylene  on  premises
          which   shall  occur  prior  to the  Closing at a  time
          mutually  agreed upon by Seller and Buyer (which  shall
          be  done  in  the presence of Seller and  Buyer),Seller
          shall  obtain  a  badge to measure  "perc"  levels  for
          testing  of the "perc" level at 39 North Moore  Street.
          Such   test   shall   indicate  a  "perc"   measurement
          satisfactory to Buyer, in accordance with New York City
          Regulations.  The parties acknowledge that  such  tests
          will not be immediately available and Seller agrees  to
          promptly remediate any evidence of "perc" still present
          on the premises.

     (c)  At the Closing, the Buyer shall:

               (i)    execute  and  deliver to  the  Seller  the
          Assignment and Assumption Agreement;

              (ii)   assume the Assumed Liabilities; and

              (iii)   deliver  to  the  Seller  in  immediately
          available funds the balance of the cash portion of  the
          Purchase  Price as adjusted for the closing adjustments
          pursuant to Section 1.5.

     2.2  Additional Actions to be Taken on the Closing Date.

     (a)   Liens/Consents.  The Seller shall have  satisfied  and
discharged all Liens on the Assets except for Permitted Liens and
provided  the  Buyer  with  evidence  of  such  satisfaction  and
discharge as well as all necessary consents to transfer or assign
the  Assets to Buyer, including the Sales Procedures Orders, Sale
Orders and any other orders of the Bankruptcy Court, in form  and
substance satisfactory to the Buyer.

     (b)   Legal Opinion.  The Buyer shall have received a  legal
opinion of legal counsel to the Seller in form attached hereto as
Exhibit D.

     (c)  Accountant's Opinion.  Intentionally Omitted.

     (d)  Shareholder Consent.  The Buyer shall have received  a
consent to the transactions contemplated by this agreement signed
by all of the shareholders of Seller, if any.

     (e)  Bulk Sales Act. Seller agrees to indemnify Buyer  from
any Losses incurred by Buyer arising out of or resulting from the
failure  of  the Seller to comply with Article 6 of  the  Uniform
Commercial Code of New York.

     (f)   Certificate.    Seller shall  provide  Buyer  with  an
Officer's  Certificate  stating  that  all  representations   and
warranties contained in this Agreement are true and correct as of
the Closing Date as if made on such date.





                          ARTICLE III

                 REPRESENTATIONS AND WARRANTIES
                         OF THE SELLER

 The Seller represents and warrants to the Buyer as follows:

     3.1   Organization  and  Qualification.   The  Seller  is  a
corporation validly existing and in good standing under the  laws
of  the  State  of  New  York, and has all  requisite  power  and
authority to (a) own, lease and operate its properties and assets
as  they are now owned, leased and operated and (b) carry on  its
business  as  now  presently conducted  and  as  proposed  to  be
conducted,  subject  to  the  supervision  and  consent  of   the
Bankruptcy  court, pursuant to its pending chapter 11  case.  The
Seller  is duly qualified to do business in each jurisdiction  in
which  the  nature  of  its  business or  properties  makes  such
qualification necessary, except where the failure to do so  would
not  have a Material Adverse Effect.  The jurisdictions in  which
the Seller is so qualified are set forth on Schedule 3.1.

     3.2   Affiliates.  Schedule 3.2  sets  forth  the  name  and
jurisdiction of organization of Affiliates of the Seller.

     3.3.  Validity and Execution of Agreement.  The  Seller  has
the  full  legal  right,  capacity and power  and  all  requisite
authority  and  approval  required to  enter  into,  execute  and
deliver  this  Agreement  and any other agreement  or  instrument
contemplated  hereby,  and  to  perform  fully  its   obligations
hereunder  and thereunder, subject to Bankruptcy Court  approval.
The  Board of Directors of the Seller and shareholders of  Seller
have  approved  the transactions contemplated  pursuant  to  this
Agreement and each of the other agreements required to be entered
into  pursuant hereto by Seller.  This Agreement and  such  other
agreements and instruments have been duly executed and  delivered
by  Seller  and each constitutes the valid and binding obligation
of Seller enforceable against it in accordance with its terms.

     3.4.  No  Conflict.  Neither the execution and  delivery  of
this  Agreement  nor  the  performance  by  the  Seller  of   the
transactions  contemplated hereby will violate or  conflict  with
(a) any of the provisions of the Certificate of Incorporation  or
By-laws of the Seller; (b) or result in the acceleration  of,  or
entitle  any party to accelerate the maturity or the cancellation
of  the  performance of any obligation under, or  result  in  the
creation  or  imposition of any Lien in or  upon  the  Assets  or
constitute  a default (or an event which might, with the  passage
of  time  or the giving of notice, or both, constitute a default)
under any contract, (c) any order, judgment, regulation or ruling
of  any Governmental or Regulatory Body to which the Seller is  a
party  or by which any of its property or assets may be bound  or
affected  or  with  any provision of any law,  rule,  regulation,
order, judgment, or ruling of any Governmental or Regulatory Body
applicable to the Seller.

     3.5  Litigation.  Except as set forth on Schedule 3.5, there
are no outstanding orders, judgments, injunctions,
investigations,  awards or decrees of any court, Governmental  or
Regulatory  Body or arbitration tribunal by which the Seller,  or
any  of its securities, assets, properties or business are bound.
Except as set forth on Schedule 3.5, there are no actions, suits,
claims,   investigations,  legal,  administrative   or   arbitral
proceedings  pending  or, to the best knowledge  of  the  Seller,
threatened (whether or not the defense thereof or liabilities  in
respect  thereof are covered by insurance) against  or  affecting
the   Seller,   or  any  of  its  assets  or  properties,   that,
individually or in the aggregate, could, if determined  adversely
to  the Seller, reasonably be expected to have a Material Adverse
Effect on the Business, nor, to the best knowledge of the Seller,
are  there any facts which could reasonably be expected  to  give
rise  to  any such action, suit, claim, investigation  or  legal,
administrative or arbitral proceeding.

     3.6   The Assets.  The Seller owns outright and has good and
marketable title (except for leasehold interests specifically set
forth  on  Schedule  3.15) to all of its  assets  and  properties
(tangible and intangible), free and clear of any Lien, other than
Permitted  Liens.   The Assignment and Assumption  Agreement  and
such other conveyancing documents as shall have been executed and
delivered to the Buyer will convey good and marketable  title  to
the  Assets,  free and clear of any Liens, except  for  Permitted
Liens. The Assets shall be in working order on the Closing Date.

     3.7   Intangible  Property.  Schedule  3.7  sets  forth  all
patents,  trademarks,  service marks,  trade  names,  copyrights,
logos  and the like and franchises, all applications for  any  of
the  foregoing,  and all permits, grants and  licenses  or  other
rights held or owned by running to or from the Seller relating to
any  of  the foregoing that are necessary in connection with  the
Business  (collectively,  the "Intangible  Property"),  true  and
complete copies of which have been delivered or made available to
the  Buyer.   To  the  best knowledge of the Seller,  no  patent,
invention,  trademark, service mark or trade name  of  any  other
Person  infringes  upon, or is infringed  upon  by,  any  of  the
Intangible Property and the Seller has not received any notice of
any claim of infringement of any other Person with respect to any
of  the  Intangible  Property  or  any  process  or  confidential
information  of the Seller, and the Seller does not  know,  after
diligent  investigation, of any basis  for  any  such  charge  or
claim.  Except for the Intangible Property, no other intellectual
property  or  intangible property rights  are  required  for  the
Seller  to conduct the Business in the ordinary course consistent
with past practice.  To the best knowledge of the Seller, all  of
the  Intangible  Property is valid and  in  good  standing.   The
Seller  has  not  received any notice or inquiry  indicating,  or
claiming,  that  the  manufacture, sale or  use  of  any  Product
infringes  upon the patent or other intellectual property  rights
of any other Person.  Except as separately identified on Schedule
3.7,  no approval or consent of any person is needed so that  the
interest  of the Seller in the Intangible Property shall continue
to  be  in  full force and effect and enforceable  by  the  Buyer
following  the  consummation  of  the  transactions  contemplated
hereby.

     3.8  Intentionally Omitted

     3.9  Intentionally Omitted.

     3.10 Intentionally Omitted,

     3.11  Undisclosed  Liabilities.   Except  as  disclosed   on
Schedule  3.11, the Seller does not have any, direct or indirect,
indebtedness,   liability,  claim,  loss,   damage,   deficiency,
obligation  or  responsibility,  fixed  or  unfixed,  choate   or
inchoate,  liquidated  or  unliquidated,  secured  or  unsecured,
accrued, absolute, contingent or otherwise including any services
owed on pre-paid accounts (collectively, the "Liabilities").

     3.12 Intentionally Omitted.

     3.13 Tax Matters.  Except as disclosed in Schedule 3.13, (a)
the  Seller  has  paid  all Taxes that are  due,  or  claimed  or
asserted  by  the  IRS  or  any other taxing  authority  ("Taxing
Authority") to be due from the Seller for the periods covered  by
such  Tax  Returns or Seller has duly and fully provided reserves
adequate to pay all taxes and(b) the Seller has complied  in  all
material   respects  with  all  applicable   laws   relating   to
withholding  of  Taxes (including withholding Taxes  pursuant  to
Sections  1441 and 1442 of the Internal Revenue Service  Code  of
1986,  as  amended (the "Code") and similar provisions under  any
other applicable laws) and the payment thereof over to the Taxing
Authorities.

     3.14  Contracts  and Other Agreements.   Except  for  Leases
(discussed in Section 3.15 below), Schedule 3.14 sets  forth  all
written agreements (and, to the best knowledge of the Seller, any
oral agreement) and arrangements to which either the Seller is  a
party  or  by  or  to which the Seller or any of  its  assets  or
properties  are  bound  or subject (collectively,  the  "Material
Agreements").

     3.15  Real  Estate.  Schedule 3.15 sets  forth  a  list  and
supplies  descriptions  of (a) all real  property  owned  by  the
Seller;  (b)  all  leases,  subleases or  other  agreements  (the
"Leases") under which the Seller is lessor or lessee of any  real
property;  (c)  all  options held by the  Seller  or  contractual
obligations  on  its respective part to purchase or  acquire  any
interest in real property (as set forth on Schedule 3.15) and (d)
all  options granted by the Seller or contractual obligations  on
any such Persons' part to sell or dispose of any interest in real
property (as set forth on Schedule 3.15) (collectively, the "Real
Estate  Documents").   All  of the Real Estate  Documents,  true,
correct and complete copies of which have been delivered or  made
available  to  the Buyer, are in full force and  effect  and  the
Seller has not received any notice of any default thereunder, nor
does the Seller anticipate any such notice of default.  Except as
separately  identified  on  Schedule  3.15  and  each  Landlord's
Consent, no approval or consent of any person is needed  for  the
Real  Estate Documents to continue to be in full force and effect
and  such  documents will not become unenforceable by  the  Buyer
following  the  consummation of the transactions contemplated  by
this Agreement.

     3.16 Intentionally Omitted.

     3.17 ERISA.  The Seller does not sponsor, maintain, have any
obligation  to  contribute to, have any liability under,  or  are
otherwise a party to, any Plan.

     3.18  Employees.  The Seller is not a party  to,  and  there
does   not  otherwise  exist,  any  agreements  with  any   labor
organization,  collective bargaining or  similar  agreement  with
respect  to  employees of the Seller. The Seller is in compliance
in  all material respects with its obligations under all Federal,
state,  and  local  statutes  and ordinances,  executive  orders,
regulations  and  common law governing its  employment  practices
with respect to the Seller.  To the best knowledge of the Seller,
there  are  no  attempts  being made to  organize  any  employees
presently employed by the Seller.  Seller acknowledges that Buyer
is  under  no  obligation  to  employ  any  of  Seller's  current
employees but may, in it discretion, do so.

     3.19  Environmental Matters.  The Seller is not in violation
of,  or  delinquent  in respect to, any Environmental  Law  which
violation or delinquency would have a Material Adverse Effect and
the   Seller  has  obtained  all  permits,  licenses  and   other
authorizations  required under the Environmental  Laws.  Schedule
3.21  includes  a  list of all such permits, licenses  and  other
authorizations. Seller is in compliance with the New  York  State
Drycleaning Regulations Part 232.

     3.20  Insurance.  Schedule 3.20 sets forth a list and  brief
description  (specifying  the  insurer,  the  policy  number   or
covering  note number with respect to binders and the  amount  of
any  deductible,  describing the pending claims  if  such  claims
exceed  applicable  policy limits, setting  forth  the  aggregate
amount  paid  out under each such policy through the date  hereof
and  the  aggregate  limit, if any, of  the  insurer's  liability
thereunder)  of  all  policies  or binders  of  fire,  liability,
product    liability,    workmen's    compensation,    vehicular,
unemployment  and  other insurance held by or on  behalf  of  the
Seller.   Such policies and binders are valid and enforceable  in
accordance with their terms in all material risks and liabilities
to  the extent and in respect of amount, types and risks insured,
as  are  customary in the industry in which the Seller  operates.
The  Seller  is  not  in  default with respect  to  any  material
provision  contained in any such policy or  binder  and  has  not
failed  to  give any notice or present any claim under  any  such
policy  or  binder in due and timely fashion.  Except for  claims
disclosed  on  Schedule  3.20, there are  no  outstanding  unpaid
claims under any such policy or binder which have gone unpaid for
more  than  forty-five (45) days or as to which the  carrier  has
disclaimed liability.

     3.21  Licenses and Permits.  Schedule 3.21 sets forth a list
of  the  governmental permits, licenses, registrations and  other
governmental consents (federal, state and local) which the Seller
has  obtained  and  which are necessary in  connection  with  its
operations and properties, and no others are required.  All  such
permits,  licenses, registrations and consents are in full  force
and  effect  and  in  good  standing, and  except  as  separately
identified  on Schedule 3.21, shall continue to be in full  force
and effect and in good standing following the consummation of the
transactions contemplated by this Agreement.  The Seller has  not
received  any notice of any claim of revocation or has  knowledge
of any event which might give rise to such a claim.

     3.22  Compliance with Laws.  The Seller has complied in  all
respects  with  all  applicable federal, state  and  local  laws,
regulations and ordinances or any requirement of any Governmental
or Regulatory Body, court or arbitrator affecting the Business or
the Assets the failure to comply with which could have a Material
Adverse Effect on the Business or the Assets.  Neither the Seller
nor  any  of its representatives, agents, employees or Affiliates
has  made or agreed to make any payment to any Person which would
be unlawful.

     3.23 Intentionally Omitted

     3.24 Intentionally Omitted

     3.25  Shareholders of Seller.  The names of the shareholders
of  Seller  and the percentage interest of Seller  owned  by  the
shareholders is set forth on Schedule 3.25.

     3.26  Disclosure.  Neither this Agreement, nor any  Schedule
or  Exhibit to this Agreement contains an untrue statement  of  a
material  fact  or omits a material fact necessary  to  make  the
statements  contained  herein  or therein  not  misleading.   All
statements,  documents, certificates or other items  prepared  or
supplied   by   the  Seller  with  respect  to  the  transactions
contemplated hereby are true, correct and complete and contain no
untrue  statement  of  a material fact or omit  a  material  fact
necessary   to   make  the  statements  contained   therein   not
misleading.

     3.27 Survival.  All of the representations and warranties of
the Seller contained herein shall survive the Closing Date until

the date upon which the liability to which any claim relating  to
any  such  representation or warranty is barred by any applicable
statutes of limitations.


                           ARTICLE IV

          REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer represents and warrants to the Seller as follows:

     4.1   Organization  and  Qualification.   The  Buyer  is   a
corporation validly existing and in good standing under the  laws
of  the  State of Delaware and has all requisite corporate  power
and  authority  to (a) own, lease and operate its properties  and
assets  as they are now owned, leased and operated and (b)  carry
on  its business as now presently conducted and is duly qualified
to  do  business in each jurisdiction in which the nature of  its
business or properties makes such qualification necessary.

     4.2  Validity and Execution of Agreement.  The Buyer has the
full  legal right, capacity and power and all requisite corporate
authority  and  approval  required to  enter  into,  execute  and
deliver  this  Agreement  and any other agreement  or  instrument
contemplated  hereby,  and  to  perform  fully  its   obligations
hereunder  and thereunder.  The board of directors of  the  Buyer
has  approved the transactions contemplated by this Agreement and
each of the other agreements required to be entered into pursuant
hereto  by  the Buyer.  This Agreement and such other  agreements
and  instruments  have been duly executed and  delivered  by  the
Buyer  and  each constitutes the valid and binding obligation  of
the Buyer enforceable against it in accordance with its terms.

     4.3   No  Conflict.  Neither the execution and  delivery  of
this   Agreement  nor  the  performance  by  the  Buyer  of   the
transactions  contemplated herein will (a)  violate  or  conflict
with any of the provisions of its Certificate of Incorporation or
By-Laws  or  other organizational documents; or  (b)  violate  or
conflict with any provision of any law, rule, regulation,  order,
judgment,  decree  or ruling of any court or  federal,  state  or
local Governmental or Regulatory Body applicable to the Buyer.

     4.4  Survival.  All of the representations and warranties of
the  Buyer contained herein shall survive the Closing Date  until
the date upon which the liability to which any claim relating  to
any  such  representation or warranty is barred by any applicable
statutes of limitations.


                           ARTICLE V

CONDITIONS TO CLOSING; BANKRUPTCY COURT ORDERS; ADDITIONAL      
AGREEMENTS

     5.1   Buyer  shall  only be required to  proceed  with  this
Agreement so long as the following conditions shall have been met
at  the Closing Date (any of such conditions may be waived in the
sole discretion of Buyer). At Closing, from the date hereof there
shall not be:

     (a)  Any change in the condition, financial or otherwise, of
the  Assets, of Seller, other than changes in the ordinary course
of  business  which have not been either in any case  or  in  the
aggregate materially adverse;

     (b)   Any act outside the ordinary course of business  which
materially adversely affects the Assets;

     (c)   Any  damage, destruction or loss of any of the Assets,
not  adequately  compensated by insurance,  materially  adversely
affecting the business or prospects of Seller;

     (d)  Any waiver by Seller of any right of substantial value,
material  default under the terms of any contract,  agreement  or
other instrument to which it is a party or by which it is bound;

     (e)   Any  sale,  lease, transfer, or other  disposition  or
mortgage  or pledge, of any Asset, nor shall there be imposed  or
suffered to be imposed any lien, claim, charge, security interest
or  other  restriction of any kind or nature  whatsoever  on  any
Asset, except as set forth on Schedule 1.1(b).

     5.2  Except as set forth on any Schedule attached hereto:

     (a)   There  are  no actions, suits or proceedings  pending,
threatened against or affecting Seller which might result in  any
material  adverse  change in the licenses, business,  operations,
properties or assets or the condition, financial or otherwise, of
Seller,   or  in  any  way  involving  this  Agreement   or   the
transactions contemplated hereby;

     (b)   Seller does not know of, and has no reasonable grounds
to know of, any basis for any such action or proceeding;

     (c)   There  is  no order or decree of any court  or  agency
directed  to  Seller  arising  out of  any  judicial,  or  quasi-
judicial, proceeding before any such court or agency with respect
to Seller being in default;

     (d)   Seller has complied in all material respects with  all
laws,  regulations, rules, ordinances, decrees or orders  of  any
court,   government   (federal,  state  or  local),   department,
commission,   board,  agency,  official  or   other   regulatory,
administrative or governmental authority.

     (e)   The conditions set forth in Section 2.1 (b)(vi)  shall
have been completed.

     (f) Bankruptcy Court Orders (A)The Sales Procedures Order(as
defined below)shall have been entered by the Bankruptcy Court.

     (B) The sale of the Assets from Seller to Buyer pursuant  to
this  Agreement shall have been approved by the Bankruptcy  Court
pursuant  to  Sections  363 and 365 of the  Bankruptcy  Code  and
orders  approving such sale in form and substance  acceptable  to
Buyer  and  containing the provisions set forth below (the  "Sale
Orders") shall have been entered.  The Sale Orders shall provide,
among other things, that: (i) the transfers of the Assets by  the
Seller  to Buyer (a) vest or will vest Buyer with good  title  to
the Assets free and clear of all Liens; (b) constitute reasonably
equivalent value and fair consideration under the Bankruptcy Code
or  under  the  laws of the United States, any State,  territory,
possession or the District of Columbia; (c) do not and  will  not
subject  Buyer or its Affiliates to any liability  by  reason  of
such  transfer  under the laws of the United States,  any  State,
territory  or  possession  thereof or the  District  of  Columbia
based, in whole or in part, directly or indirectly, on any theory
of law, including, without limitation, any theory of successor or
transferee  liability; (d) the provisions of the Sale Orders  are
nonseverable  and  mutually dependent and  (e)  the  transactions
contemplated  by this Agreement are undertaken by  the  Buyer  in
good  faith,  as  that term is used in Section  363  (m)  of  the
Bankruptcy Code; and (ii) all executory contracts  (collectively,
the  "Executory Contracts") that are part of the Assets (ie., the
Leases)  shall have been assumed and assigned and the  Bankruptcy
Court  shall have approved such assumption and assignment by  the
Seller pursuant to section 365 of the Bankruptcy Code.

     (C) Nothing in any section of this Agreement, shall preclude
Seller  or  Buyer from consummating the transactions contemplated
herein  if  Buyer, in its sole discretion, waives the requirement
that  the  Sale Orders or any other orders be final  orders.   No
notice  of such waiver of this or any other condition to  Closing
need  be  given except to Seller or Buyer, as explicitly required
in  this Agreement, it being the intention of the parties  hereto
that  Buyer  shall  be  entitled to,  and  is  not  waiving,  the
protection of section 363(m) of the Bankruptcy Code, the mootness
doctrine  and any similar statute or body of law if  the  Closing
occurs in the absence of final orders.

     5.3    Additional Agreements
     
     5.3.1   Bankruptcy  Court  Approval.   (a)  As  promptly  as
practicable after the date hereof but in no event later than five
(5) business days after the date hereof, Seller shall (i) file  a
motion  with the Bankruptcy Court seeking approval and  entry  of
the  Sale  Orders and (ii) file a motion for, and  use  its  best
efforts  to  cause the Bankruptcy Court to enter  an  order  (the
"Sale  Procedures Order"), in form and substance satisfactory  to
Buyer,  approving  the performance by Seller of  its  obligations
under  Sections 5.3.2, 5.3.3 and 5.3.4  of this Agreement. Seller
agrees  to make promptly any filings, to take all actions and  to
use  its  best efforts to obtain any and all other approvals  and
orders  necessary  or  appropriate for the  consummation  of  the
transactions contemplated hereby.

     (b)   Prior  to  entry  of  the  Sale  Orders,  Seller  will
accurately inform the Bankruptcy Court of all material  facts  of
which  Seller  is  aware  relating  to  this  Agreement  and  the
transactions contemplated hereby.  Seller will endeavor  to  have
the  Bankruptcy Court make the finding of fact and conclude as  a
matter of law that Buyer is a purchaser in good faith within  the
meaning of section 363 (m) of the Bankruptcy Code.

     (c)   If the Sale Orders, Sale Procedures Order or any other
orders of the Bankruptcy Court relating to this Agreement,  shall
be  appealed by any party,  Seller agrees to take all  steps,  as
may  be  reasonable  and  appropriate to prosecute  such  appeal,
petition  or  motion, or defend against such appeal, petition  or
motion,  and Buyer agrees to cooperate in such efforts, and  each
of  Buyer and Seller agrees to use its best efforts to obtain  an
expedited  resolution  of  any such  appeal;  provided,  however,
nothing  herein shall preclude Seller or Buyer from  consummating
the  transaction contemplated herein if Buyer waives, in its sole
discretion, the requirement that the Sale Orders or other  orders
be final.

     5.32  Expenses; Alternative Transaction Fee.

     (a)   Except  as  otherwise provided  herein,  each  of  the
parties  hereto  shall  pay its own expenses  incidental  to  the
preparation of this Agreement, the carrying out of the provisions
of  this  Agreement  and  the consummation  of  the  transactions
contemplated hereby.

     (b)    If   within  two  (2)years  from  the   date   hereof
substantially all of the Assets are sold, conveyed or transferred
(either  in  a sale of assets or a sale or issuance of  stock  of
Seller or any of its Affiliates or any combination thereof) to  a
party other than Buyer (an "Alternative Transaction"), unless the
Bankruptcy  Court  does  not approve this Agreement  for  reasons
other  than  the  fact that there is an Alternative  Transaction,
simultaneously   with  the  consummation  of   such   Alternative
Transaction  and  provided  that  this  Agreement  has  not  been
terminated  because of a material breach of Buyer's  obligations,
representations   or  warranties  hereunder,  Seller   shall   be
obligated  to pay to Buyer $30,000 in cash plus any amounts  owed
to Buyer under clause (c) of this Section.

     (c)  If this Agreement shall terminate for any reason (other
than  because  of Buyer's material breach of its  obligations  or
because  of  a  material  breach of  Buyers'  representations  or
warranties  hereunder),  Seller shall upon  such  termination  be
obligated  to  reimburse Buyer for up to $10,000 of  its  out-of-
pocket  expenses including legal, accounting and other  expenses.
If  this  Agreement  shall terminate for any reason  (other  than
because  of Seller's material breach of its obligations,  because
of  a  material breach of Seller's representations or  warranties
hereunder,  if  the  Bankruptcy  Court  does  not  approve   this
Agreement or if Seller does not comply with all of the conditions
to  Closing),  Buyer  shall  upon  termination  be  obligated  to
reimburse Seller for up to $10,000 of its out-of-pocket expenses,
including legal, accounting and other expenses.


     (d)   Upon  entry of the Sale Procedures Order, any  amounts
payable  by  Seller  to  Buyer  pursuant  to  such  order   shall
constitute  administrative expenses under Sections  503  (b)  and
507(a)  (1)  of the Bankruptcy Code, immediately payable  if  and
when  Seller's obligations arise under paragraphs (b) and (c)  of
this section.

     5.3.3   Bidding Increment.  Any Alternative Transaction,  as
defined  in Section 5.3.4, will not be considered to be a  higher
or better offer unless, at a minimum, the Alternative Transaction
(i)  provides for aggregate consideration of at least $50,000  in
excess of the value of the aggregate consideration paid by Buyer,
and shall not be on terms which are materially more burdensome or
conditional  than the terms of this Agreement, and  (ii)  is  not
conditioned  on the outcome of unperformed due diligence  by  the
offeror.  Buyer shall have the right to further bid in excess  of
such overbid.

     5.3.4   No Solicitation.  Neither the Seller nor any of  its
directors,  officers, employees or agents, as the  case  may  be,
shall,  directly or indirectly, encourage, solicit,  initiate  or
enter  into  any  discussions  or  negotiations  concerning,  any
disposition (either through a sale of assets or a sale  of  stock
of  the  Seller or any of its Affiliates or otherwise) of all  or
substantially  all  of the Assets (other than  pursuant  to  this
Agreement), or any proposal therefor, or furnish or cause  to  be
furnished any information concerning the Assets to any  party  in
connection with any transaction involving the acquisition of  the
Assets by any person other than Buyer.  Seller and its Affiliates
will  promptly inform Buyer of any inquiry (including  the  terms
thereof  and  the  person  making such inquiry)  which  they  may
receive or learn of in respect of any such proposal.

     
                           ARTICLE VI

                        INDEMNIFICATION

     6.1   Indemnification.  (a) The Seller agrees to  indemnify,
defend  and hold harmless the Buyer and its respective directors,
officers,  employees,  shareholders, and any  Affiliates  of  the
foregoing,  and  their successors and assigns (collectively,  the
"Buyer  Group") from and against any and all losses,  liabilities
(including  punitive or exemplary damages and fines or  penalties
and  any  interest thereon), expenses (including reasonable  fees
and  disbursements  of counsel and expenses of investigation  and
defense),  claims,  Liens  or other  obligations  of  any  nature
whatsoever  (hereinafter individually, a "Loss" and collectively,
"Losses")  suffered  or  incurred  by  the  Buyer  Group,  which,
directly  or indirectly, arise out of, result from or relate  to,
(i)  any  inaccuracy  in or any breach of any  representation  or
warranty of the Seller contained in Article III, (ii) any  breach
of  any  covenant  or agreement of the Seller contained  in  this
Agreement or in any other document contemplated by this Agreement
and  (iii) for any claims resulting in Losses arising out of  the
operation of the Business prior to the Closing.

     (b)  The Buyer agrees to indemnify, defend and hold harmless
the   Seller   and   its  directors,  officers,  employees,   and
shareholders,  and  any Affiliates of the  foregoing,  and  their
successors  and  assigns  from and against  any  and  all  Losses
suffered or incurred by them which, directly or indirectly, arise
out  of,  result from or relate to (i) any inaccuracy in  or  any
breach  of  any representation or warranty of the Buyer contained
in Article IV and (ii) any breach of any covenant or agreement of
the  Buyer  contained in this Agreement or in any other  document
contemplated by this Agreement.

     6.2   Method of Asserting Claims.  The party making a  claim
under  this Article VI is referred to as the "Indemnified  Party"
and  the  party against whom such claims are asserted under  this
Article  VI  is  referred  to as the "Indemnifying  Party".   All
claims  by any Indemnified Party under this Article VI  shall  be
asserted and resolved in accordance with the terms and provisions
set forth in Sections 6.2(a)-(c) below:

     (a)   In  the  event that any claim or demand for  which  an
Indemnifying  Party  would  be liable  to  an  Indemnified  Party
hereunder is asserted against or sought to be collected from such
Indemnified Party by a third party, said Indemnified Party  shall
with  reasonable  promptness notify in writing  the  Indemnifying
Party  of  such  claim or demand, specifying the  nature  of  the
specific  basis for such claim or demand, and the amount  or  the
estimated  amount  thereof  to the extent  then  feasible  (which
estimate  shall  not be conclusive of the final  amount  of  such
claim and demand; any such notice, together with any notice given
pursuant to Section 6.2(b) hereof, collectively being the  "Claim
Notice"); provided, however, that any failure to give such  Claim
Notice  will  not  be  deemed  a waiver  of  any  rights  of  the
Indemnified  Party  except  to  the  extent  the  rights  of  the
Indemnifying  Party  is  actually prejudiced.   The  Indemnifying
Party,  upon  request  of  the Indemnified  Party,  shall  retain
counsel  (who  shall be reasonably acceptable to the  Indemnified
Party) to represent the Indemnified Party, and shall pay the fees
and  disbursements of such counsel with regard thereto, provided,
further, that any Indemnified Party is hereby authorized prior to
the   date   on  which  it  receives  written  notice  from   the
Indemnifying  Party designating such counsel, to retain  counsel,
whose  fees  and  expenses  shall  be  at  the  expense  of   the
Indemnifying Party, to file any motion, answer or other  pleading
and  take  such  other  action which  it  reasonably  shall  deem
necessary  to  protect its interests or those of the Indemnifying
Party until the date on which the Indemnified Party receives such
notice from the Indemnifying Party.  After the Indemnifying Party
shall  retain such counsel, the Indemnified Party shall have  the
right  to  retain its own counsel, but the fees and  expenses  of
such  counsel  shall be at the expense of such Indemnified  Party
unless (i) the Indemnifying Party and the Indemnified Party shall
have mutually agreed to the retention of such counsel or (ii) the
named  parties  of any such proceeding (including  any  impleaded
parties)  include both the Indemnifying Party and the Indemnified
Party  and  representation of both parties by  the  same  counsel
would  be  inappropriate  due to actual  or  potential  differing
interests  between them.  The Indemnifying Party  shall  not,  in
connection  with  any proceedings or related proceedings  in  the
same  jurisdiction, be liable for the fees and expenses  of  more
than  one  such  firm for the Indemnified Party  (except  to  the
extent the Indemnified Party retained counsel to protect its  (or
the  Indemnifying  Party's)  rights prior  to  the  selection  of
counsel by the Indemnifying Party).  The Indemnified Party agrees
to  cooperate  with  the Indemnifying Party and  its  counsel  in
contesting  any  claim  or demand which  the  Indemnifying  Party
defends.   No  claim or demand may be settled by an  Indemnifying
Party  or,  where  permitted pursuant to this  Agreement,  by  an
Indemnified Party without the consent of the Indemnified Party in
the  first case or the consent of the Indemnifying Party  in  the
second  case,  which consent shall not be unreasonably  withheld,
unless such settlement shall be accompanied by a complete release
of  the  Indemnified Party in the first case or the  Indemnifying
Party  in the second case, or, where permitted pursuant  to  this
Agreement, by an Indemnified Party without the consent of the
Indemnifying Party in the first case or the consent of the
Idemnifying Party in the second case.

     (b)   In the event any Indemnified Party shall have a  claim
against any Indemnifying Party hereunder which does not involve a
claim  or demand being asserted against or sought to be collected
from  it  by  a third party, the Indemnified Party shall  send  a
Claim  Notice  with  respect to such claim  to  the  Indemnifying
Party.   If  the Indemnifying Party does not dispute such  claim,
the  amount of such claim shall be paid to the Indemnified  Party
within twenty (20) days of receipt of the Claim Notice.

     (c)  So long as any right to indemnification exists pursuant
to this Article VI, the affected parties each agree to retain all
books,  records,  accounts, instruments and documents  reasonably
related  to  the Claim Notice.  In each instance, the Indemnified
Party   shall  have  the  right  to  be  kept  informed  by   the
Indemnifying  Party  and its legal counsel with  respect  to  all
significant  matters  relating to  any  legal  proceedings.   Any
information  or documents made available to any party  hereunder,
which  information  is designated as confidential  by  the  party
providing  such information and which is not otherwise  generally
available  to  the public, or which information is not  otherwise
lawfully  obtained from third parties or not already  within  the
knowledge  of  the  party  to whom the  information  is  provided
(unless  otherwise covered by the confidentiality  provisions  of
any  other  agreement among the parties hereto, or any of  them),
and  except as may be required by applicable law or requested  by
third party lenders to such party, shall not be disclosed to  any
third  Person (except for the representatives of the party  being
provided  with  the information, in which event the  party  being
provided  with  the information shall request its representatives
not  to disclose any such information which it otherwise required
hereunder to be kept confidential).


                          ARTICLE VII

             POST-CLOSING COVENANTS OF THE PARTIES

     7.1   Tax  Matters.  The Seller shall provide  to  Buyer  on
demand such information as shall reasonably be requested by Buyer
to enable Buyer to prepare and file timely Buyer's federal, state
and  local  income  Tax  Returns and  all  forms,  schedules  and
attachments related thereto.

     7.2  Intentionally Omitted.

     7.3   Confidentiality.  From and after the Closing Date, the
Seller and its shareholders shall not disclose or furnish to  any
other Person, except to the extent required by law or by order of
any  court or governmental agency, (a) any information  which  is
not  generally  known in the industry relating  to  any  license,
process,  technique,  or  procedure used  by  the  Seller  or  in
connection  with the Business, (b) any information which  is  not
generally  known  in the industry relating to the  operations  or
financial  status  of  the Buyer or the  Business  which  is  not
specifically a matter of public record, (c) any trade secrets  of
the  Business  or  (d)  the name, address  or  other  information
relating   to   any  supplier  of  the  Business.   The   parties
acknowledge  that the application for Bankruptcy  Court  approval
will contain a copy of this Agreement and is a public record.


                          ARTICLE VIII

                         MISCELLANEOUS

     8.1   Sales and Transfer Taxes.  All required filings  under
any  applicable Federal, state, foreign or local sales tax, stamp
tax  or  similar laws or regulations shall be made  in  a  timely
manner by the Seller and, at the Closing, Seller shall deliver to
Buyer  either (a) proof of the payment of any sales tax  assessed
pursuant  to such filings or (b) statements of no sales tax  due,
as the case may be.  The parties agree that any and all transfer,
sales or stamp taxes and any similar taxes or assessments imposed
on  the  transfer  of the Assets and the Assumed  Liabilities  in
accordance with the terms of this Agreement shall be paid by  the
Seller.

     8.2   Post-Closing Further Assurances.  At any time and from
time  to  time  after the Closing Date at the request  of  either
party,  and  without further consideration, the other party  will
execute and deliver, or cause the execution and delivery of, such
other  instruments of sale, transfer, conveyance, assignment  and
confirmation and take or cause to be taken such other  action  as
the  party  requesting the same may reasonably deem necessary  or
desirable   in  order  to  transfer,  convey  and   assign   more
effectively  to  the  requesting party all of  the  property  and
rights  intended  to be conveyed to such party  pursuant  to  the
provisions of this Agreement.

     8.3   Notices.   All  notices, requests, demands  and  other
communications required or permitted to be given hereunder  shall
be  in  writing  and  shall  be  given  personally,  telegraphed,
telefaxed, sent by facsimile transmission or sent by prepaid  air
courier   or  certified,  registered  or  express  mail,  postage
prepaid.  Any such notice shall be deemed to have been given  (a)
when received, if delivered in person, telegraphed, telexed, sent
by  facsimile transmission and confirmed in writing within  three
(3)  Business Days thereafter or sent by prepaid air  courier  or
(b)  three  (3) Business Days following the mailing  thereof,  if
mailed  by  certified first class mail, postage  prepaid,  return
receipt requested, in any such case as follows (or to such  other
address or addresses as a party may have advised the other in the
manner provided in this Section 8.3):



          If to Seller, to:

          c/o Windsor Court Valet
          155 East 31 Street.
          New York, NY 10016

          Telephone Number (212)951-4500

          with copies to:

          Law Offices of Lance Roger Spodek, PC
          277 Broadway
          New York, NY 10007

          Telephone Number  (212)349-6505
          Telecopier Number (212)267-3766


          If to Buyer to:

          147 Palmer Avenue
          Mamaroneck, NY 10543-3632
          Attn: Diane Weiser

          Telephone Number  (914) 777-3600
          Telecopier Number (914) 777-3502

          with copies to:

          Bernstein & Wasserman, LLP
          950 Third Avenue
          New York, NY  10022
          Attn: Stuart Neuhauser, Esq.

          Telephone Number  (212) 826-0730
          Telecopier Number (212) 371-4730

     8.4    Publicity.   No  publicity  release  or  announcement
concerning this Agreement or the transactions contemplated hereby
shall  be made without advance approval thereof by the Buyer.  No
approval from the Seller is necessary.

     8.5    Entire  Agreement.   This  Agreement  (including  the
Exhibits  and  Schedules)  and the agreements,  certificates  and
other documents delivered pursuant to this Agreement contain  the
entire   agreement  among  the  parties  with  respect   to   the
transactions   described   herein,  and   supersede   all   prior
agreements, written or oral, with respect thereto.

     8.6  Waivers and Amendments.  This Agreement may be amended,
superseded,  canceled, renewed or extended, and the terms  hereof
may be waived, only by a written instrument signed by the parties
hereto  or,  in  the  case  of a waiver,  by  the  party  waiving
compliance.  No delay on the part of any party in exercising  any
right,  power or privilege hereunder shall operate  as  a  waiver
thereof.

     8.7  Governing Law.  This Agreement shall be governed by and
construed  in accordance with the laws of the State of New  York,
without regard to principles of conflicts of law.

     8.8  Binding Effect; No Assignment.  This Agreement shall be
binding  upon and inure to the benefit of the parties  and  their
respective  successors, assigns and legal representatives.   This
Agreement  is not assignable except by operation of law  and  any
other purported assignment shall be null and void.

     8.9    Variations  in  Pronouns.   All  pronouns   and   any
variations  thereof refer to the masculine, feminine  or  neuter,
singular or plural, as the context may require.

     8.10  Counterparts.  This Agreement may be executed  by  the
parties  hereto in separate counterparts, each of which  when  so
executed  and  delivered  shall be  an  original,  but  all  such
counterparts   shall  together  constitute  one  and   the   same
instrument.  Each counterpart may consist of a number  of  copies
hereof  each signed by less than all, but together signed by  all
of the parties hereto.

     8.11 Exhibits and Schedules.  The Exhibits and Schedules are
a  part  of  this  Agreement as if fully set forth  herein.   All
references herein to Sections, subsections, clauses, Exhibits and
Schedules  shall  be  deemed references to  such  parts  of  this
Agreement, unless the context shall otherwise require.

     8.12  Effect of Disclosure on Schedules.  Any item disclosed
on  any  Schedule  shall  only  be  deemed  to  be  disclosed  in
connection  with (a) the specific representation and warranty  to
which  such  Schedule is expressly referenced, (b)  any  specific
representation and warranty which expressly cross-references such
Schedule  and  (c) any specific representation  and  warranty  to
which   any   other  Schedule  to  this  Agreement  is  expressly
referenced if such other Schedule expressly cross-references such
Schedule.

     8.13 Intentionally omitted.

     8.14  Headings.   The  headings in this  agreement  are  for
reference only, and shall not affect the interpretation  of  this
Agreement.

     8.15  Severability of Provisions.  If any provision  or  any
portion of any provision of this Agreement or the application  of
such   provision  or  any  portion  thereof  to  any  Person   or
circumstance,  shall  be  held  invalid  or  unenforceable,   the
remaining  portion of such provision and the remaining provisions
of  this  Agreement,  or the application  of  such  provision  or
portion of such provision as is held invalid or unenforceable  to
persons or circumstances other than those as to which it is  held
invalid or unenforceable, shall not be affected thereby.

     8.16  Brokers.   Each party hereto represents  and  warrants
that no broker or finder is entitled to any brokerage or finder's
fee  or  other  commission from such party, based on  agreements,
arrangements  or undertakings made by such party,  in  connection
with the transactions contemplated hereby.


     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                                   WHITE GLOVE VALET,INC.(D.I.P.)

                                   By:/s/ Jeffrey Namm
                                      Name:   Jeffrey Namm
                                      Title:  President

                                   ECO JOSH, INC.


                                   By:_/s/ Diane Weiser
                                      Name:  Diane Weiser
                                      Title: President



          
                                                       EXHIBIT A

              ASSIGNMENT AND ASSUMPTION AGREEMENT

     ASSIGNMENT AND ASSUMPTION AGREEMENT, dated April ___  , 1997
by  and  between White Glove Valet, Inc., a New York  corporation
(the  "Seller"), and Eco Josh, Inc., a Delaware corporation  (the
"Buyer").


                      W I T N E S E T H :

     WHEREAS,  pursuant to that certain Asset Purchase  Agreement
(the  "Purchase  Agreement") dated  even  date  herewith  by  and
between  the Seller and the Buyer, the Seller has agreed to  sell
the  Assets  (as  defined in the Purchase  Agreement)  to  Buyer,
subject to the payment of the Purchase Price; and

     WHEREAS, the parties hereto desire to execute this Agreement
to  further  evidence the assignment by the Seller of the  Assets
and the assumption by the Buyer of the Assumed Liabilities.

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual  agreements herein contained, the parties hereto agree  as
follows:

     1.    Definitions.   Terms  used herein  and  not  otherwise
defined  herein  shall  have the meanings  provided  for  in  the
Purchase Agreement.

     2.     Assignment  of  Assets.   The  Seller  hereby  sells,
transfers,  conveys,  assigns and sets over  to  the  Buyer,  its
successors and assigns, the Assets.

     3.    Assumption of Assumed Liabilities.  The  Buyer  hereby
assumes  and undertakes to pay, perform and discharge the Assumed
Liabilities.

     4.    Attorney-in  Fact.   The Seller  hereby  appoints  the
Buyer,  with  full  power of substitution, its  true  and  lawful
Attorney-in-Fact in its name, place and stead to take any and all
action  on  behalf  of and in the name of Seller  to  affirm  the
rights  and  interests  of the Buyer in and  under  the  Assigned
Contracts and Leases.

     5.    Further Assurances.  At any time and from time to time
after  the  date hereof, at the request of the other  party,  and
without  further  consideration, each  party  shall  execute  and
deliver  such  other  instruments of sale, transfer,  conveyance,
assignment  and confirmation and take such other  action  as  the
other party reasonably request as necessary or desirable in order
more effectively to transfer, convey and assign to the Buyer  the
Assets and to the Seller the Shares.

     6.   Governing Law.  This agreement shall be governed by and
construed  in accordance with the laws of the State of New  York,
without regard to principles of conflicts of law.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement as of the date first above written.
     
                              WHITE GLOVE VALET, INC. (D.I.P.)


          
                              By:  _____________________
                                   Name:                        
                                   Title:                        
                                                           
                              
                                                 
                                                     
                              ECO JOSH, INC.


          
                              By:  ______________________
                                   Name:                       
                                   Title:                       
                                                          
                                                          
                                                    
                                
                                


          

                                                        EXHIBIT B


                          BILL OF SALE

          KNOW ALL MEN BY THESE PRESENTS, that White Glove Valet,
Inc., a New York corporation ("Seller"), for and in consideration
of  the  sum of Ten Dollars ($10.00) and other good and  valuable
consideration,  the  receipt of which is hereby  acknowledged  by
these presents, and pursuant to an Asset Purchase Agreement dated
April ___ ,  1997("Purchase Agreement") between  Seller  and  Eco
Josh, Inc., a Delaware corporation ("Buyer") (except as otherwise
provided herein, all capitalized terms contained and not  defined
herein shall have herein the respective meanings ascribed to them
in  the  Purchase  Agreement), hereby sells, transfers,  conveys,
assigns  and  delivers  unto Buyer all of the  right,  title  and
interest of Seller in and to the Assets.

          Seller agrees to cooperate with Buyer in obtaining  any
consents  or  waivers of third parties necessary to  transfer  to
Buyer all property and rights provided to be transferred to Buyer
under the Purchase Agreement.

          TO  HAVE  AND  TO  HOLD  the  Assets  unto  Buyer,  its
successors and assigns, for its use and its use forever.

          At any time and from time to time after the date hereof
at  the  request  of  Buyer, and without  further  consideration,
Seller shall execute and deliver such other instruments of  sale,
transfer,  conveyance, assignment and confirmation and take  such
other  action  as  Buyer may reasonably request as  necessary  or
desirable  in  order  to more effectively  transfer,  convey  and
assign  to  Buyer, and to confirm Buyer's title to or rights  in,
all  of  the  Assets, and to put Buyer in actual  possession  and
operating control thereof.







     IN  WITNESS  WHEREOF, the parties have caused this  Bill  of
Sale to be executed as of April __, 1997.


                              WHITE GLOVE VALET, INC. (D.I.P.)


                              By:__________________________
                                 Name:
                                 Title:

          
                              LIBERTY VALET, INC. (D.I.P.)

          
                              By:__________________________
                                 Name:
                                 Title:


                              APARTMENT SERVICES NETWORK,
                              INC.(D.I.P.)


                              By:_____________________________
                                 Name:
                                 Title:


                              JTJ SERVICES, INC.(D.I.P.)


     
                              By:_____________________________
                                  Name:
                                  Title:

          
                              RESIDENCE SERVICES, INC. (D.I.P.)


                              By:______________________________
                                  Name:
                                  Title:

                             HOME SERVICES NETWORK, INC.(D.I.P.)


                              By;______________________________
                                   Name:
                                   Title:

          
          
          


ACCEPTED THIS ___ DAY
OF April, 1997


ECO JOSH, INC.


By:__________________________
   Name:
   Title:

STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally to me to be the Secretary of White Glove Valet,
Inc.,  and  that  he, as such officer, is authorized  so  to  do,
executed  the  foregoing  instrument  for  the  purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally  to me to be the Secretary  of  Liberty  Valet,
Inc.,  and  that  he, as such officer, is authorized  so  to  do,
executed  the  foregoing  instrument  for  the  purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally to me to be the Secretary of Apartment Services
Network, Inc., and that he, as such officer, is authorized so  to
do,  executed  the foregoing instrument for the purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known personally to me to be the Secretary of JTJ Services, Inc.,
and  that  he, as such officer, is authorized so to do,  executed
the  foregoing instrument for the purposes therein contained,  by
signing the name of the corporations by himself as such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known personally to me to be the Secretary of Residence Services,
Inc.,  and  that  he, as such officer, is authorized  so  to  do,
executed  the  foregoing  instrument  for  the  purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally  to  me to be the Secretary  of  Home  Services
Network, Inc., and that he, as such officer, is authorized so  to
do,  executed  the foregoing instrument for the purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.


                                   __________________________
                                        Notary Public

                                                        EXHIBIT C

                       LANDLORD'S CONSENT


              [ See attached Assignment of Lease ]

                       ASSIGNMENT OF LEASE


     This ASSIGNMENT OF LEASE is entered into as of the __ day of
April,  1997, by and between White Glove Valet, Inc., a New  York
corporation  ("Assignor"),  and  Eco  Josh,  Inc.,   a   Delaware
corporation ("Assignee").

                           BACKGROUND
                                
     A.    Pursuant  to that certain Lease dated  July  17,  1995
("Lease"),  by  and between Assignor, and 39 Cadag  Realty  Corp.
("Landlord"),  Assignor is the owner of a leasehold  interest  in
the premises, located at 39 North Moore Street, New York, NY (the
"Premises") as more fully described in the Lease, a true, correct
and  complete copy of which is attached hereto as Exhibit  A  and
incorporated herein by reference; and

     B.    Pursuant  to  an  Asset  Purchase  Agreement  for  the
purchase  of certain assets of  Assignor, dated as of  April  __,
1997,  Assignor has agreed to sell, and Assignee  has  agreed  to
purchase, certain assets of Assignor and to assume certain of the
liabilities of Assignor, including the Lease; and

     C.    Pursuant to Article(s)11 and 49 of the Lease, Assignor
is  required  to obtain the prior written consent of Landlord  in
order  to assign its rights under the Lease (the "Assignment"  );
and

     D.    As  a  condition  of the Closing of  the  transactions
contemplated by the Asset Purchase Agreement (the "Acquisition"),
Assignor  is required to obtain the consent of Landlord  to  this
Assignment.

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual  covenants and agreements herein contained, and for  other
good  and valuable consideration, the receipt and sufficiency  of
which  are hereby acknowledged, the parties hereto, intending  to
be legally bound, hereby covenant and agree as follows:

     1.   Assignor hereby sells, assigns, transfers and sets over
to  Assignee all of Assignor's right, title, interest in  and  to
Assignor's interest as lessee under the Lease effective as of the
Closing of the Acquisition ("Effective Date").

     2.    Assignee hereby accepts the aforesaid assignment,  and
hereby  assumes all of the rights, responsibilities,  liabilities
and   obligations  of  Assignor,  as  lessee,  under  the  terms,
conditions and covenants contained in the Lease, with like  force
and  effect  as if Assignee had executed the Lease in  the  first
instance, arising as of and after the Effective Date.

     3.    Assignor  shall remain liable only for the  observance
and  performance  of its obligations as lessee  under  the  Lease
arising prior to the Effective Date.

     4.    Assignor shall be responsible for and shall  indemnify
Assignee regarding the observance and performance of all  of  the
agreements and obligations of Assignor as lessee under  the Lease
arising   prior  to  the  Effective  Date.   Assignee  shall   be
responsible  for  and  shall  indemnify  Assignor  regarding  the
observance   and  performance  of  all  of  the  agreements   and
obligations of Assignor as lessee under the Lease arising  on  or
after the Effective Date.

     5.   The  parties  agree that this Assignment  will  not  be
changed,  modified, discharged or terminated  orally  or  in  any
manner  other than an agreement in writing signed by all  of  the
parties hereto.

     6.   The  agreements, terms and provision of  the  Agreement
shall  bind  and inure to the benefit of the parties  hereto  and
their  respective  successors and  assigns.   The  parties  shall
execute  and  deliver  such further and  additional  instruments,
agreements and other documents as may be necessary to evidence or
carry out the provisions of this Assignment.


     IN  WITNESS  WHEREOF, the parties hereto,  intending  to  be
legally bound hereby, have caused this Assignment of Lease to  be
executed as of the date first above written.


                     ASSIGNOR:  WHITE GLOVE VALET, INC. (D.I.P.)


                                   By:_________________________
                                       Name:
                                       Title:

          

                     ASSIGNEE:   ECO JOSH, INC.


                                   By:__________________________
                                      Name:
                                      Title:


                       CONSENT OF LESSOR


     39  Cadag  Realty  Corp., as  Lessor,  named  in  the  Lease
referred  to in the forgoing Assignment of Lease, hereby consents
to  this  Assignment, confirms that the provisions of  the  Lease
have been complied with, releases and discharges Lessee from  all
obligations  arising  on or after the Effective  Date,  certifies
that  (i)  the Lease is a valid and enforceable obligation,  (ii)
the  Lease has not been amended or modified, and (iii) Lessee  is
not currently and has not been  in default in the performance  of
the  Lease, and hereby accepts the Assignee as Lessee under  said
Lease as of the Effective Date.









                     LESSOR: 39 Cadag Realty Corp.


                         By:___________________________
                             Name:
                             Title:




Date: _________________________,1997



                                                        EXHIBIT D

               FORM OF OPINION OF SELLER'S COUNSEL



                          [ Attached ]

               [Letterhead of Lance Spodek, Esq.]



                              ___________, 1997



To the Persons Listed
On Schedule A Attached Hereto

Dear Sirs:

          We have acted as counsel for White Glove Valet, Inc,  a
New   York   corporation  ("Seller"),  in  connection  with   the
execution and delivery of the following documents:

              (i)the  Asset  Purchase  Agreement  (the  "Purchase
Agreement") dated the date hereof  by and between Seller and  Eco
Josh, Inc., a Delaware corporation ("Buyer");

              (ii)    the  Assignment  and  Assumption  Agreement
dated   the   date  hereof  by  and  between  Seller  and   Buyer
("Assumption Agreement"); and

              (iii)  the  Bill  of  Sale dated  the  date  hereof
executed by Seller and accepted by Buyer (the "Bill of Sale").

          The  Purchase  Agreement, the Assumption Agreement  and
the  Bill of Sale are hereinafter collectively referred to as the
"Purchase Documents."

          This  opinion  letter  is being furnished  pursuant  to
Section  2.2(b)  of  the  Purchase  Agreement.   Defined   terms
appearing herein which are not otherwise defined in this  opinion
letter  shall  have  the respective meanings  set  forth  in  the
Purchase Agreement.

          We  have  examined  originals or copies,  certified  or
otherwise identified to our satisfaction, of each of the Purchase
Documents  and  also of such corporate documents and  records  of
Seller and such other records, documents and certificates  as  we
have  deemed necessary or appropriate as a basis for our opinions
set  forth  herein.   In our examination,  we  have  assumed  the
genuineness of all signatures, the authenticity of all  documents
submitted  to  us  as  originals,  the  conformity  to   original
documents  of  all  documents submitted to  us  as  certified  or
photostatic copies and the authenticity of the originals of  such
latter  documents.   We  have  also  assumed  that  Buyer  is  in
compliance with all of its obligations arising under the Purchase
Documents.   As to certain matters of fact, we have examined  and
relied  upon the representations and warranties contained in  the
Purchase   Documents  and  in  the  certificates   delivered   in
connection   therewith.   We  have  not  made   any   independent
investigation  or  verification of such facts; nothing,  however,
has  come  to  our attention that would cause us to believe  that
such reliance is not justified.

          The Closing pursuant to the Purchase Agreement is being
consummated  contemporaneously with the delivery of this  opinion
letter.

          Our  opinions, as set forth below, are limited  to  the
Federal laws of the United States of America and the laws of  the
State of New York.

          Based upon and subject to the foregoing, and subject to
the  additional qualifications set forth below,  we  are  of  the
opinion as of the date hereof that:

          1.    Seller is a corporation validly existing  and  in
good  standing under the laws of the State of  New York, and  has
the  corporate power and authority to (a) own, lease and  operate
its  properties  and assets, including, without  limitation,  the
Assets, as they are now owned, leased and operated and (b)  carry
on  its  business as now presently conducted or  proposed  to  be
conducted.    Seller is qualified to do business in  jurisdiction
in  which  the  nature of its business or properties  makes  such
qualification necessary, except where the failure to do so  would
not have a Material Adverse Effect.

          2.    Seller  has  the full legal right,  capacity  and
corporate  power  and  all  requisite  corporate  authority   and
approval required to enter into, execute and deliver the Purchase
Documents  and  to  perform  its  obligations  thereunder.    The
shareholders and the board of directors of  Seller have  approved
the transactions contemplated pursuant to the Purchase Documents.
Each  of  the  Purchase  Documents have been  duly  executed  and
delivered  by   Seller  and constitutes  the  valid  and  binding
obligation  of  Seller enforceable against it in accordance  with
its   terms.   Except  for  the  Landlord's  Consents,  and   the
Bankruptcy  Court approval (both of which have been obtained)  no
approval  or consent of any Party is required in connection  with
the  execution  and delivery by Seller of the Purchase  Documents
and   the   consummation  and  performance  by  Seller   of   the
transactions contemplated thereby.

          3.   The  execution,  delivery and performance  of  the
Purchase Documents by Seller and consummation of the transactions
contemplated thereby will not violate or conflict with (i) any of
the provisions of the Certificate of Incorporation or By-Laws  or
other   organizational  documents  of  Seller;  (ii)  any  order,
judgment,  regulation or ruling of any Governmental or Regulatory
Body  to  which Seller is a party or by which any of its property
or  assets may be bound or affected or with any provision of  any
law,   rule,  regulation,  order,  judgment  or  ruling  of   any
Governmental or Regulatory Body applicable to Seller or (iii) any
of the Assigned Contracts and Leases.

     4.    The Seller has received all necessary Bankruptcy Court
orders  and  approvals to consummate the sale of the Assets,  and
the  transactions  contemplated by  the  Purchase  Agreement  and
assume the Leases.

     5.    The  transfer of the Assets to Buyer convey  to  Buyer
such  Assets  free and clear of any and all Liens  or  any  other
liabilities  including Taxes as provided by the Bankruptcy  Court
orders.

          This  opinion  is  being rendered on behalf  of  Seller
pursuant  to Section 2.2(b) of the Purchase Agreement solely  for
the  benefit of the persons listed on Schedule A attached hereto.
No  other  person  or  entity shall be entitled  to  rely  hereon
without the express written consent of this office.

                         Very truly yours,



                         Lance Spodek



                           Schedule A


Ecomat, Inc.
147 Palmer Avenue
Mamaroneck, New York 10543-3632

Eco Josh, Inc.
147 Palmer Avenue
Mamaroneck, New York 10543-3632


                        SCHEDULE 1.1(a)

                        Excluded Assets


All assets other than those assets specified on Schedule 1.2

                        
                        
                        
                        
                        SCHEDULE 1.1(b)

                        Permitted Liens


                              None



                          SCHEDULE 1.2

                             Assets

No.  Quantity     Description

1.   1            Fulton 20 H.P. Gas Fried Boiler
                  with Low Press Night Switch
2.   1            Forenta Mushroom Press (Model 19VS)
3.   1            Fulton Return Tank (18x36)
4.   1            Rema Vacuum (Model R P8)
5.   2            Cissel Single Puffers
6.   5            Water Guns
7.   2            1 Mr. Cissell Form Finisher; 1 MS. Cissel
                  Form Finisher

8.   1            Cissel Vacuum Spotting Board
9.   2            Rebuilt Manual Foot Presses
10.  4            Promoto 3 Pound Irons (Model HS4108)
11.  2            Iron Stands
12.  1            Speedaire 10H.P. Air Compresser with Mag.
                  Starter
13.  400 ft       Speed (Slick) Rail
14.  2            Unipress 42 RN Presses with Iron Stands
15.  1            Rolling Scale
16.  1            White Conveyor
17.  1            Unipress CD8-V Compact Vacuum Double Buck
18.  1            Unipress ABS Cabinet Sleever
19.  1            Unipress 3TZ Delux Combo Collar/Cuff
20.  1            55  lb. Milnor Washer/Extractor,  Soft  Mount
                 (Model  3022F8J) with 5 compartment Flushing Dry Supply
21.  1            Forenta Semi Automatic Folder (Model 201KP)
22.  1            Collar Former J CPL
23.  1            Damp Box
24.  1            Chicago Tandem Ironer/Folder Model TG 14  Gas
                  with 110 Inch Ironer
25.  4            Speed Queen Steam Dryers 30 pound 30 CSM
26.  2            Speed Queen 18 pound Washer/Extractors  Front
                  Load Soft Mount.
27.  4            Speed Queen Top Load Washer (2021)
28.  1            Hot Water Heater Gas
29.  1            35 lb. Speed Queen Washer/Extractor Soft Mount
                 (Model SF 35)

                        
                        
                        
                         SCHEDULE 1.3(b)

                       Assumed Liabilities


     Lease for premises known as 39 North Moore Street, New York,NY



                          
                          SCHEDULE 1.6

                  Allocation of Purchase Price


     Assets Listed on Schedule 1.2           $200,000

                          
                          
                          
                          SCHEDULE 3.1

                 Jurisdictions of Qualification


                            New York

                          
                          
                          
                          SCHEDULE 3.2

                           Affiliates

     1.   Jeffrey Namm

     2.   Trish Namm

     3.   Home Services Network, Inc.

     4.   Liberty Valet, Inc.

     5.   Apartment Services Network, Inc.

     6.   JTJ Services, Inc.

     7.   Residence Services, Inc.


                          
                          
                          SCHEDULE 3.5

                      Litigation - Sellers


     Set forth in the Statement of Financial Affairs at Question
4a in the Bankruptcy Petition filed March 31, 1997 by Seller
which is incorporated herein by reference.



                          
                          SCHEDULE 3.7

                      Intangible Property


                              None

                         
                         
                         SCHEDULE 3.11

                          Liabilities



     Lease for 39 North Moore Street, New York, NY

     Reference is also hereby made to the Bankruptcy Petition
     filed March 31, 1997 by Seller.


                         
                         
                         SCHEDULE 3.13

                          Tax Matters


          Set forth in the Bankruptcy Petition filed
          March 31, 1997 by Seller, at Schedule E which is
          incorporated herein by reference.


                         
                         
                         SCHEDULE 3.14

                      Material Agreements



                              None

                         
                         
                         
                         SCHEDULE 3.15

                          Real Estate



     Lease for 39 North Moore Street, New York, NY



                         
                         SCHEDULE 3.20

                           Insurance


                             None
                         

                         
                         
                         SCHEDULE 3.21

                      Licenses and Permits



                 NYC Laundry License No. 0927208



                         
                         SCHEDULE 3.25



                    Shareholders of Seller



1.   Jeffrey Namm 50%

2.   Trish Namm  50%

                          
                          
                          SCHEDULE 6.2

                 LOCATION OF ECOMAT FACILITIES




     1.   147 Palmer Avenue
          Mamaroneck, NY  10543

     2.   Colonial Village Shopping Center
          1527 Weaver Street
          New Rochelle, NY  10801

     3.   140 W. 72nd Street
          New York, NY  10023

     4.   457 Main Street
          Ridgefield, CT




                             EXHIBIT 2



                              ECOMAT

Contact: Laine Wilder

147 Palmer Avenue
Mamaroneck, NY  10543
Phone:  914-777-3600, ext. 12

Press Release


MANHATTAN RESIDENTS VICTORIOUS OVER PERC DRY CLEANERS


Ecomat Purchases and Replaces Toxic Dry Cleaner


    Mamaroneck, NY, May 16/ PR NEWSWIRE/ -- Ecomat Inc.
(NASDAQ: ECMT) announced today that the company has closed
on an asset purchase agreement pursuant to which it acquired
White Glove Cleaners a New York "perc" dry cleaner  which
had previously filed for bankruptcy.  The company will
operate the facility using an environmentally sound garment
cleaning process and  no perc.  The company also announced
that a press conference will be held on Monday May 19, 1997
at 12:30 p.m. in front of the former White Glove Cleaners at
39 North Moore Street in New York City.

     The New York City dry cleaner that put residents at
risk from perc emissions (the toxic solvent used by dry
cleaners) was the target of a battle waged by outraged
residents, The Public Advocate Mark Green, Unite! and
Greenpeace.  Perchloroethylene (or "perc") has been
classified a probable human carcinogen by the International
Agency For Research on Cancer. Perc can also affect the
liver, kidneys and central nervous system and it can also
accumulate in human breast milk and is suspected of causing
developmental effects on the unborn.  More than 69,000 other
New York City apartment residents and 30,000 dry cleaning
workers are at risk from dry cleaning emissions as over one-
half of New York City's dry cleaners are located in such
buildings.  Through their organization, Perc Alert,
residents from this and other Manhattan buildings had
publicly protested to city officials about the city's
granting of an operating permit to White Glove Cleaners.

     Ecomat's President and C.E.O. Diane Weiser stated that
"This first acquisition of a controversial perc dry cleaner by
Ecomat is a stunning example of the successful cooperation
between community residents, public officials, unions,
environmental organizations and environmentally and socially
responsible businesses such as Ecomat.  I want to personally
thank each and every shareholder of Ecomat for believing in
our company's goal to end the risks from perc emissions
beginning here in New York City and continuing through our
national and international expansion."

     The environmental and health impact of perc on the
public is a nationwide issue.  There are approximately
35,000 dry cleaners in the United States who use perc as
their dry cleaning solvent.

     Ecomat is the nation's first cleaner and laundromat
franchisor to offer total professional garment care using no
toxic chemicals.  The company has contracted for the opening of
thirty-three domestic franchises throughout the United States as
well as three master franchise licenses internationally, and
plans to open more company- owned facilities throughout the Tri-
State region.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 103421}]
{"company-data": {"conformed-name": "ECOMAT INC", "cik": "0001008653", "assigned-sic": "7200", "irs-number": "133865026", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21613", "film-number": "97614179"}, "business-address": {"street1": "147 PALMER AVE", "city": "MAMARONECK", "state": "NY", "zip": "10543", "phone": "9147773600"}, "mail-address": {"street1": "147 PALMER AVENUE", "city": "MAMARONECK", "state": "NY", "zip": "10543-3632"}}
SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549
                       ---------------------------

                                 FORM 8-K

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934

Date of Report (Date earliest event reported)         May 16, 1997
                                                    -----------------

                               ECOMAT, Inc.
        --------------------------------------------------------
         (exact name of registrant as specified in its charter)

                                 DELAWARE
        --------------------------------------------------------
              (State or other jurisdiction of incorporation)

      0-21613                                   13-3865026
------------------------                ----------------------------
(Commission File Number)                (IRS Employer Identification
                                                  Number)

               147 Palmer Avenue, Mamaroneck, NY              10543
-----------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's Telephone Number, Including Area Code:    (914) 777-3600
                                                       ----------------

                                     N/A
-----------------------------------------------------------------------
     (Former name or former address, if changed since last report)
Item 2.   Acquisition or Disposition of Assets.

               On  May  16,  1997,  pursuant  to  that  certain  Asset
     Purchase  Agreement  (the "Purchase Agreement")  by  and  between
     White  Glove Valet, Inc., a New York corporation ("White Glove"),
     and  Eco Josh, Inc., a Delaware corporation ("ESJ") and a wholly-
     owned  subsidiary  of the Registrant, ESJ acquired  substantially
     all  of the assets of White Glove (the "White Glove Assets")  for
     an aggregate purchase price (the "Purchase Price")of $200,000.

               White  Glove  was in the business of operating  a  dry-
     cleaners.   The White Glove Assets will be used in the  operation
     of the Registrant's wet-cleaning business. The White Glove Assets
     consist primarily of cleaning machinery such as presses, puffers,
     finishers,  spotting  boards, irons, stands,  water  guns,  slick
     rails,  dryers, washers and other cleaning machinery. In addition
     to  the  purchase  of  the White Glove Assets,  ESJ  assumed  the
     obligations  under the lease for the premises in  New  York  City
     (where  the  business will continue to operate).  The  source  of
     funds  for  the  payment  of  the Purchase  Price  was  from  the
     Registrant's working capital.  The Purchase Price was  determined
     based on White Glove's history of revenues, the fair market value
     of the White Glove Assets, the industry as a whole, the prospects
     of  future revenue from the White Glove Assets directly, value of
     the  White  Glove  Assets to the Registrant's  business  and  the
     location of the facilities.

               Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits.

     Exhibit
       No.          Document

        1           Asset Purchase Agreement dated April 28, 1997,
                    by and between White Glove Valet, Inc.  and
                    Eco Josh, Inc.

        2           Press Release dated May 16, 1997 by the
                    Registrant.
SIGNATURES

          Pursuant to the requirements of the Securities Exchange
Act  of  1934, the Registrant has duly authorized and caused  the
undersigned to sign this Report on the Registrant's behalf.

                         
                                  ECOMAT, INC.

                            By:  /s/ Diane Weiser
                                 ----------------- 
                                  Diane Weiser
                                  President

Dated:   May 27, 1997
EXHIBIT 1

                    ASSET PURCHASE AGREEMENT

                         by and between

                         ECO JOSH, INC.

                              and

                WHITE GLOVE VALET, INC. (D.I.P.)

                   Dated as of April 18, 1997

                        Table of Contents

ARTICLE I DEFINITIONS; PURCHASE OF THE PURCHASED ASSETS;
          ASSUMPTION OF ASSUMED LIABILITIES; PURCHASE PRICE;
          CLOSING ADJUSTMENTS;ADDITIONAL SHARES;
          REGISTRATION RIGHTS                                   1

     1.1. Certain Definitions                                   1
     1.2  Purchase of the Assets                                5
     1.3  Assumption by the Buyer of Certain Liabilities.       5
     1.4  Non-Assumed Liabilities                               5
     1.5  Purchase Price for the Assets                         6
     1.6  Allocation of Purchase Price                          6
     1.7  Limitations on Assignment; Further Assurance          6
     1.8  Closing Adjustments                                   6

ARTICLE II CLOSING                                              7

     2.1  The Closing.                                          7
     2.2  Additional Actions to be Taken on the Closing Date.   8

ARTICLE III REPRESENTATIONS AND WARRANTIESOF THE SELLER         9

     3.1  Organization and Qualification                        9
     3.2  Affiliates                                            9
     3.3. Validity and Execution of Agreement                   9
     3.4. No Conflict                                          10
     3.5  Litigation                                           10
     3.6  The Assets                                           10
     3.7  Intangible Property                                  11
     3.8  Intentionally Omitted                                11
     3.9  Intentionally Omitted                                12
     3.10 Intentionally Omitted                                12
     3.11 Undisclosed Liabilities                              12
     3.12 No Material Adverse Change                           12
     3.13 Tax Matters                                          13
     3.14 Contracts and Other Agreements                       13
     3.15 Real Estate                                          13
     3.16 Intentionally Omitted                                14
     3.17 ERISA                                                14
     3.18 Employees                                            14
     3.19 Environmental Matters                                14
     3.20 Insurance                                            15
     3.21 Licenses and Permits                                 15
     3.22 Compliance with Laws                                 15
     3.23 Intentionally Omitted                                16
     3.24 Intentionally omitted                                16
     3.25 Shareholders of Seller                               16
     3.26 Disclosure                                           16
     3.27 Survival                                             16

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER         17

     4.1  Organization and Qualification.                      17
     4.2  Validity and Execution of Agreement.                 17
     4.3  No Conflict                                          17
     4.4  Survival                                             17

ARTICLE V CONDITIONS TO CLOSING; BANKRUPTCY ORDERS; ADDITIONAL
     AGREEMENTS                                                18

ARTICLE VI INDEMNIFICATION                                     19

     6.1  Indemnification                                      19
     6.2  Method of Asserting Claims                           20

ARTICLE VII POST-CLOSING COVENANTS OF THE PARTIES              22

     7.1  Tax Matters                                          22
     7.2  Intentionally Omitted                                22
     7.3  Confidentiality                                      23

ARTICLE VIII MISCELLANEOUS                                     23

     8.1  Sales and Transfer Taxes                             23
     8.2  Post-Closing Further Assurances                      24
     8.3  Notices                                              24
     8.4  Publicity                                            25
     8.5  Entire Agreement                                     25
     8.6  Waivers and Amendments                               25
     8.7  Governing Law                                        25
     8.8  Binding Effect; No Assignment                        25
     8.9  Variations in Pronouns                               25
     8.10 Counterparts                                         26
     8.11 Exhibits and Schedules                               26
     8.12 Effect of Disclosure on Schedules                    26
     8.13 Intentionally omitted                                26
     8.14 Headings                                             26
     8.15 Severability of Provisions                           26
     8.16 Brokers                                              26

                       TABLE OF CONTENTS
                          (Continued)

EXHIBIT A - ASSIGNMENT & ASSUMPTION AGREEMENT

EXHIBIT B - BILL OF SALE

EXHIBIT C - LANDLORD'S CONSENT

EXHIBIT D - FORM OF OPINION OF SELLER'S COUNSEL

SCHEDULES

1.1(a) - Excluded Assets
1.1(b) - Permitted Liens
1.2    - Assets
1.3(b) - Assumed Liabilities
1.6    - Allocation of Purchase Price
3.1    - Jurisdictions of Qualification
3.2    - Affiliates
3.5    - Litigation - Seller
3.7    - Intangible Property
3.11   - Liabilities
3.13   - Tax Matters
3.14   - Material Agreements
3.15   - Real Estate
3.20   - Insurance
3.21   - Licenses and Permits
3.25   - Shareholders of Seller
6.2(b) - Locations of Ecomat Facilities

                    ASSET PURCHASE AGREEMENT

     ASSET  PURCHASE  AGREEMENT, dated  April  18,  1997  by  and
between  White  Glove  Valet, Inc., a New York  corporation  (the
"Seller"),  and  Eco  Josh,  Inc., a  Delaware  corporation  (the
"Buyer").

                      W I T N E S E T H :

     WHEREAS,  the Seller is engaged in the business of operating
a laundromat and cleaners (the "Business"); and

     WHEREAS,  the  Seller  owns certain  assets  comprising  the
Assets  (as hereinafter defined) which are related to the conduct
of the Business; and

     WHEREAS, the Seller wishes to sell, and the Buyer wishes  to
purchase, the Assets, subject to the assumption by the  Buyer  of
certain   liabilities  of  the  Seller  comprising  the   Assumed
Liabilities (as hereinafter defined).

     NOW,  THEREFORE,  in  consideration  of  the  mutual  terms,
conditions and other agreements set forth herein, the Seller  and
the Buyer hereby agree as follows:

                           ARTICLE I

         DEFINITIONS; PURCHASE OF THE PURCHASED ASSETS;
              ASSUMPTION OF ASSUMED LIABILITIES;
              PURCHASE PRICE; CLOSING ADJUSTMENTS;
             ADDITIONAL SHARES; REGISTRATION RIGHTS

     1.1.  Certain  Definitions.  As used in this Agreement,  the
following  terms have the following meanings unless  the  context
otherwise requires:

     "Affiliate"   means, with respect to any Person,  any  other
Person  controlling, controlled by or under common  control  with
such  Person;  provided, however, that for purposes  of  Sections
3.2,  3.16 and 5.2, controlling or controlled shall be deemed  to
occur  if  any  Person holds or has the right to vote  ten  (10%)
percent or more of the voting stock of such other Person.

     "Assets" has the meaning specified in Section 1.2.

     "Assigned  Contracts and Leases" means the unexpired  leases
(including  without limitation, the leases set forth on  Schedule
3.15)  and  executory  contracts (including  without  limitation,
licenses and purchase orders) set forth on Schedule 3.14,  unless
indicated otherwise therein.

     "Assignment  and Assumption Agreement" means  an  instrument
substantially in the form of Exhibit A attached hereto.

     "Bill of Sale" means an instrument substantially in the form
of Exhibit B  attached hereto.

     "Business" has the meaning specified in the Recitals.

     "Business  Day" means any day other than a Saturday,  Sunday
or other day on which commercial banks are authorized or required
by law to close in New York City.

     "Buyer"  has  the  meaning  specified  in  the  introductory
paragraph of this Agreement.

     "Claim Notice" has the meaning specified in Section 6.2(a).

     "Closing" has the meaning specified in Section 2.1(a).

     "Code" has the meaning specified in Section 3.13.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     "Environmental  Law" means any and all  present  and  future
federal,   state,   local   and  statutes,   laws,   regulations,
ordinances,  rules, judgments, orders, decrees, permits,  grants,
franchises, licenses or agreements relating to (a) the protection
of  the  environment, health or workers safety; (b) pollution  or
environmental   contamination;  or  (c)  the   use,   processing,
distribution,   generation,   treatment,   storage,    recycling,
transportation, disposal, handling, Release or threatened or 
potential  Release  of  any  Material of  Environmental  concern,
including,but not limited to,"perc".

     "Excluded  Assets" means those assets of the  Seller  or  an
Affiliate of Seller set forth on Schedule 1.1(a).

     "Governmental  or Regulatory Body" means any  government  or
political  subdivision thereof, whether federal,  state,  county,
local or foreign, or any agency, authority or instrumentality  of
any such government or political subdivision.
     
     "Indemnified  Party"  has the meaning specified  in  Section
6.2.

     "Indemnifying  Party" has the meaning specified  in  Section
6.2.

     "Intangible Property" has the meaning specified  in  Section
3.7.

     "IRS" means the Internal Revenue Service.

     "Landlord's  Consent" means an instrument  substantially  in
the form of Exhibit C attached hereto.

     "Leases" has the meaning specified in Section 3.15.

     "Liabilities" has the meaning specified in Section 3.11.

     "Lien"  means  any  lien,  pledge, hypothecation,  mortgage,
security  interest, claim, lease, charge, option, right of  first
refusal,  easement,  servitude, transfer  restriction  under  any
stockholder  or  similar  agreement,  encumbrance  or  any  other
restriction or limitation whatsoever.

     "Losses" has the meaning specified in Section 6.1.

     "Material  Adverse Effect" means any change  or  changes  or
effect  or effects that individually or in the aggregate  are  or
may  reasonably be expected to be materially adverse to  (a)  the
business  or  the  assets,  operations,  income,   prospects   or
conditions  (financial or otherwise) of the Seller, the  Business
or  the  transactions contemplated by this Agreement or  (b)  the
ability  of  the  Seller  to perform its obligations  under  this
Agreement.

     "Material  Agreements" has the meaning specified in  Section
3.14.

     "Non-Assumed  Liabilities"  has  the  meaning  specified  in
Section 1.4.

     "Permitted Liens" means (a) Liens for taxes not yet due  and
(b) the Liens set forth on Schedule 1.1(b).
     "Person"  means  any  individual, corporation,  partnership,
firm,  joint  venture, association, joint-stock  company,  trust,
unincorporated organization, Governmental or Regulatory  Body  or
other entity.

     "Plan" means any plan, fund, program, understanding, policy,
arrangement,  contract or commitment, whether  qualified  or  not
qualified  for  federal income tax purposes,  whether  formal  or
informal, whether for the benefit of a single individual or  more
than  one  individual, which is in the nature of (a) an  employee
pension  benefit plan (as defined in ERISA  3(2)) (b) an employee
welfare  benefit  plan  (as defined in ERISA   3(1))  or  (c)  an
incentive,  deferred  compensation, or other benefit  arrangement
for  employees,  former  employees,  their  dependents  or  their
beneficiaries.

     "Purchase Price" has the meaning specified in Section 1.5.

     "Real Estate Documents" has the meaning specified in Section
3.15.

     "Release"  means  any spilling, leaking,  pumping,  pouring,
emitting,  emptying, discharging, injecting, escaping,  leaching,
dumping or disposing into the environment.

     "Seller"  has  the  meaning specified  in  the  introductory
paragraph of this Agreement.

     "Tax"  or  "Taxes" mean all taxes, charges, fees, levies  or
other assessments imposed by any federal, state, local or foreign
Taxing  Authority, including, without limitation,  gross  income,
gross  receipts, income, capital, excise, property (tangible  and
intangible),  sales,  transfer, value added, employment,  payroll
and  franchise  taxes and such terms shall include any  interest,
penalties  or  additions attributable to or imposed  on  or  with
respect to such assessments.

     "Tax Authority" has the meaning specified in Section 3.13.

     "Tax  Return" means any return, report, information  return,
or   other   document  (including  any  related   or   supporting
information)  filed  or required to be filed  with  any  federal,
state,  or  local  governmental  entity  or  other  authority  in
connection  with the determination, assessment or  collection  of
any Tax (whether or not such Tax is imposed on the Seller) or the
administration   of  any  laws,  regulations  or   administrative
requirements relating to any Tax.

     1.2   Purchase  of  the Assets.  Subject to  the  terms  and
conditions  set forth in this Agreement, the Seller agrees  that,
on  the  Closing  Date, the Seller shall sell, transfer,  assign,
convey  and deliver to the Buyer, and Buyer agrees that,  on  the
Closing  Date, Buyer shall purchase, acquire and accept from  the
Seller,  all of the assets owned, used and held by the Seller  to
conduct  the Business, as set forth on Schedule 1.2,  other  than
the  Excluded Assets (the "Assets"), free and clear of all Liens,
other than Permitted Liens.

     1.3    Assumption  by  the  Buyer  of  Certain  Liabilities.
Subject  to the terms and conditions set forth in this Agreement,
Buyer  agrees that, on the Closing Date, Buyer shall  assume  and
thereafter  pay, perform or discharge, as the case  may  be,  the
following  obligations and liabilities of the Seller  outstanding
on the Closing Date (the "Assumed Liabilities"):

     (a)  all  obligations and liabilities of the Seller  arising
          out of, or in connection with, the Leases; and

     (b)  all liabilities of the Seller reflected on Schedule 1.3
          (b) attached hereto.

     1.4   Non-Assumed Liabilities.  The Buyer shall  not  assume
nor  be  responsible  for any liabilities or obligations  of  the
Seller   or  any  of  its  Affiliates  other  than  the   Assumed
Liabilities (the "Non-Assumed Liabilities").

     1.5   Purchase Price for the Assets.  The consideration  for
the  Assets  shall  be the (i) assumption by  the  Buyer  of  the
Assumed  Liabilities; and (ii) the payment by the  Buyer  to  the
Seller  on  the Closing Date of $200,000 in immediately available
funds(collectively, the "Purchase Price").

     1.6  Allocation of Purchase Price.  The Purchase Price shall
be allocated among the Assets in the manner set forth on Schedule
1.6.  Except as required by law, the parties hereby covenant  and
agree  with each other that none of them will take a position  on
any  Tax  Return,  before any Taxing Authority charged  with  the
collection of any Tax, or in any judicial proceeding, that is  in
any way inconsistent with the negotiated allocation set forth  on
Schedule 1.6.

     1.7   Limitations on Assignment; Further Assurance.  To  the
extent  that the Leases to be assigned to the Buyer, as  provided
herein, shall require the consent of another party thereto,  this
Agreement shall not constitute an agreement to assign the same if
an  attempted assignment would constitute a breach  thereof.   To
the  extent  required, the Seller agrees that  it  will  use  all
reasonable efforts to obtain the written consent of all necessary
parties  to  the assignment of the Buyer of the Leases.   If  any
such consent is not obtained, the Seller shall use all reasonable
efforts to obtain the same and will cooperate with the Buyer,  as
appropriate, in any reasonable arrangement designed by the  Buyer
to  provide to the Buyer, as appropriate, the benefits thereunder
and  the  Buyer  shall  assume  all  correlative  obligations  to
effectuate such arrangement.

     1.8   Closing  Adjustments.  (a) The  following  adjustments
shall  be made between the Seller and the Buyer as of 11:59  P.M.
of the day before the Closing Date:

          (i)   Rents and additional rents or charges (including,
          but not limited to, additional rent or charges for real
          estate taxes, water charges, insurance and common  area
          maintenance)  payable by or to the Seller  pursuant  to
          the Leases;

          (ii)   Security  deposits, if any, paid by  Seller  pur
          suant  to the Leases, except any amount actually  trans
          ferred  by the Seller prior to the Closing Date to  the
          lessors pursuant to the Leases;

          (iii)  Interest, if any, payable with  respect  to  the
          Assumed Liabilities;

          (iv)   Employee  wages and benefits  as  set  forth  on
          Schedule 3.18 relating to employees hired by Buyer; and

          (v)   Operating income and other operating expenses  of
          the Business.

     (b)   The net amount of any closing adjustments in favor  of
the  Seller  shall be paid to the Seller on the Closing  Date  in
immediately  available funds, and the net amount of  any  closing
adjustments  in favor of the Buyer shall be credited against  the
cash portion of the Purchase Price at the Closing.

     (c)    Any   errors   or  omissions  in  computing   closing
adjustments  discovered  after Closing Date  shall  be  corrected
promptly  upon  discovery.  The obligation of the  parties  under
this Section shall survive the Closing.

                           ARTICLE II

                            CLOSING

     2.1   The Closing.  (a) The consummation of the transactions
contemplated by this Agreement (the "Closing") shall be  held  at
12:00  p.m. (New York City time) on the first Business Day  after
the  bankruptcy  court  approves this Agreement  or  as  soon  as
thereafter practical(such date and time being referred to  herein
as  the  "Closing Date") at the offices of Bernstein & Wasserman,
LLP, 950 Third Avenue, New York, NY  10022.

     (b)  At the Closing, the Seller shall execute and deliver or
cause  to  be executed and delivered to the Buyer, all  documents
and  instruments necessary to transfer to the Buyer, all  of  the
right,  title  and interest of the Seller in and to  the  Assets,
including, without limitation:

                (i)    the  Assignment and Assumption  Agreement,
          signed by the Seller;

               (ii)   the Bill of Sale and Certificates of Title,
          as applicable, signed by the Seller;

               (iii)   each  Landlord's Consent,  signed  by  the
          Seller and the respective lessors;

                (v)    Delivery  of the Sales Procedures  Orders,
          Sale  Orders  and  all other orders of  the  Bankruptcy
          Court as provided in Section 5 of this Agreement; and

                (vi)  Subsequent to the removal of the real  star
          perc  machine  and  all perchloroethylene  on  premises
          which   shall  occur  prior  to the  Closing at a  time
          mutually  agreed upon by Seller and Buyer (which  shall
          be  done  in  the presence of Seller and  Buyer),Seller
          shall  obtain  a  badge to measure  "perc"  levels  for
          testing  of the "perc" level at 39 North Moore  Street.
          Such   test   shall   indicate  a  "perc"   measurement
          satisfactory to Buyer, in accordance with New York City
          Regulations.  The parties acknowledge that  such  tests
          will not be immediately available and Seller agrees  to
          promptly remediate any evidence of "perc" still present
          on the premises.

     (c)  At the Closing, the Buyer shall:

               (i)    execute  and  deliver to  the  Seller  the
          Assignment and Assumption Agreement;

              (ii)   assume the Assumed Liabilities; and

              (iii)   deliver  to  the  Seller  in  immediately
          available funds the balance of the cash portion of  the
          Purchase  Price as adjusted for the closing adjustments
          pursuant to Section 1.5.

     2.2  Additional Actions to be Taken on the Closing Date.

     (a)   Liens/Consents.  The Seller shall have  satisfied  and
discharged all Liens on the Assets except for Permitted Liens and
provided  the  Buyer  with  evidence  of  such  satisfaction  and
discharge as well as all necessary consents to transfer or assign
the  Assets to Buyer, including the Sales Procedures Orders, Sale
Orders and any other orders of the Bankruptcy Court, in form  and
substance satisfactory to the Buyer.

     (b)   Legal Opinion.  The Buyer shall have received a  legal
opinion of legal counsel to the Seller in form attached hereto as
Exhibit D.

     (c)  Accountant's Opinion.  Intentionally Omitted.

     (d)  Shareholder Consent.  The Buyer shall have received  a
consent to the transactions contemplated by this agreement signed
by all of the shareholders of Seller, if any.

     (e)  Bulk Sales Act. Seller agrees to indemnify Buyer  from
any Losses incurred by Buyer arising out of or resulting from the
failure  of  the Seller to comply with Article 6 of  the  Uniform
Commercial Code of New York.

     (f)   Certificate.    Seller shall  provide  Buyer  with  an
Officer's  Certificate  stating  that  all  representations   and
warranties contained in this Agreement are true and correct as of
the Closing Date as if made on such date.

                          ARTICLE III

                 REPRESENTATIONS AND WARRANTIES
                         OF THE SELLER

 The Seller represents and warrants to the Buyer as follows:

     3.1   Organization  and  Qualification.   The  Seller  is  a
corporation validly existing and in good standing under the  laws
of  the  State  of  New  York, and has all  requisite  power  and
authority to (a) own, lease and operate its properties and assets
as  they are now owned, leased and operated and (b) carry on  its
business  as  now  presently conducted  and  as  proposed  to  be
conducted,  subject  to  the  supervision  and  consent  of   the
Bankruptcy  court, pursuant to its pending chapter 11  case.  The
Seller  is duly qualified to do business in each jurisdiction  in
which  the  nature  of  its  business or  properties  makes  such
qualification necessary, except where the failure to do so  would
not  have a Material Adverse Effect.  The jurisdictions in  which
the Seller is so qualified are set forth on Schedule 3.1.

     3.2   Affiliates.  Schedule 3.2  sets  forth  the  name  and
jurisdiction of organization of Affiliates of the Seller.

     3.3.  Validity and Execution of Agreement.  The  Seller  has
the  full  legal  right,  capacity and power  and  all  requisite
authority  and  approval  required to  enter  into,  execute  and
deliver  this  Agreement  and any other agreement  or  instrument
contemplated  hereby,  and  to  perform  fully  its   obligations
hereunder  and thereunder, subject to Bankruptcy Court  approval.
The  Board of Directors of the Seller and shareholders of  Seller
have  approved  the transactions contemplated  pursuant  to  this
Agreement and each of the other agreements required to be entered
into  pursuant hereto by Seller.  This Agreement and  such  other
agreements and instruments have been duly executed and  delivered
by  Seller  and each constitutes the valid and binding obligation
of Seller enforceable against it in accordance with its terms.

     3.4.  No  Conflict.  Neither the execution and  delivery  of
this  Agreement  nor  the  performance  by  the  Seller  of   the
transactions  contemplated hereby will violate or  conflict  with
(a) any of the provisions of the Certificate of Incorporation  or
By-laws of the Seller; (b) or result in the acceleration  of,  or
entitle  any party to accelerate the maturity or the cancellation
of  the  performance of any obligation under, or  result  in  the
creation  or  imposition of any Lien in or  upon  the  Assets  or
constitute  a default (or an event which might, with the  passage
of  time  or the giving of notice, or both, constitute a default)
under any contract, (c) any order, judgment, regulation or ruling
of  any Governmental or Regulatory Body to which the Seller is  a
party  or by which any of its property or assets may be bound  or
affected  or  with  any provision of any law,  rule,  regulation,
order, judgment, or ruling of any Governmental or Regulatory Body
applicable to the Seller.

     3.5  Litigation.  Except as set forth on Schedule 3.5, there
are no outstanding orders, judgments, injunctions,
investigations,  awards or decrees of any court, Governmental  or
Regulatory  Body or arbitration tribunal by which the Seller,  or
any  of its securities, assets, properties or business are bound.
Except as set forth on Schedule 3.5, there are no actions, suits,
claims,   investigations,  legal,  administrative   or   arbitral
proceedings  pending  or, to the best knowledge  of  the  Seller,
threatened (whether or not the defense thereof or liabilities  in
respect  thereof are covered by insurance) against  or  affecting
the   Seller,   or  any  of  its  assets  or  properties,   that,
individually or in the aggregate, could, if determined  adversely
to  the Seller, reasonably be expected to have a Material Adverse
Effect on the Business, nor, to the best knowledge of the Seller,
are  there any facts which could reasonably be expected  to  give
rise  to  any such action, suit, claim, investigation  or  legal,
administrative or arbitral proceeding.

     3.6   The Assets.  The Seller owns outright and has good and
marketable title (except for leasehold interests specifically set
forth  on  Schedule  3.15) to all of its  assets  and  properties
(tangible and intangible), free and clear of any Lien, other than
Permitted  Liens.   The Assignment and Assumption  Agreement  and
such other conveyancing documents as shall have been executed and
delivered to the Buyer will convey good and marketable  title  to
the  Assets,  free and clear of any Liens, except  for  Permitted
Liens. The Assets shall be in working order on the Closing Date.

     3.7   Intangible  Property.  Schedule  3.7  sets  forth  all
patents,  trademarks,  service marks,  trade  names,  copyrights,
logos  and the like and franchises, all applications for  any  of
the  foregoing,  and all permits, grants and  licenses  or  other
rights held or owned by running to or from the Seller relating to
any  of  the foregoing that are necessary in connection with  the
Business  (collectively,  the "Intangible  Property"),  true  and
complete copies of which have been delivered or made available to
the  Buyer.   To  the  best knowledge of the Seller,  no  patent,
invention,  trademark, service mark or trade name  of  any  other
Person  infringes  upon, or is infringed  upon  by,  any  of  the
Intangible Property and the Seller has not received any notice of
any claim of infringement of any other Person with respect to any
of  the  Intangible  Property  or  any  process  or  confidential
information  of the Seller, and the Seller does not  know,  after
diligent  investigation, of any basis  for  any  such  charge  or
claim.  Except for the Intangible Property, no other intellectual
property  or  intangible property rights  are  required  for  the
Seller  to conduct the Business in the ordinary course consistent
with past practice.  To the best knowledge of the Seller, all  of
the  Intangible  Property is valid and  in  good  standing.   The
Seller  has  not  received any notice or inquiry  indicating,  or
claiming,  that  the  manufacture, sale or  use  of  any  Product
infringes  upon the patent or other intellectual property  rights
of any other Person.  Except as separately identified on Schedule
3.7,  no approval or consent of any person is needed so that  the
interest  of the Seller in the Intangible Property shall continue
to  be  in  full force and effect and enforceable  by  the  Buyer
following  the  consummation  of  the  transactions  contemplated
hereby.

     3.8  Intentionally Omitted

     3.9  Intentionally Omitted.

     3.10 Intentionally Omitted,

     3.11  Undisclosed  Liabilities.   Except  as  disclosed   on
Schedule  3.11, the Seller does not have any, direct or indirect,
indebtedness,   liability,  claim,  loss,   damage,   deficiency,
obligation  or  responsibility,  fixed  or  unfixed,  choate   or
inchoate,  liquidated  or  unliquidated,  secured  or  unsecured,
accrued, absolute, contingent or otherwise including any services
owed on pre-paid accounts (collectively, the "Liabilities").

     3.12 Intentionally Omitted.

     3.13 Tax Matters.  Except as disclosed in Schedule 3.13, (a)
the  Seller  has  paid  all Taxes that are  due,  or  claimed  or
asserted  by  the  IRS  or  any other taxing  authority  ("Taxing
Authority") to be due from the Seller for the periods covered  by
such  Tax  Returns or Seller has duly and fully provided reserves
adequate to pay all taxes and(b) the Seller has complied  in  all
material   respects  with  all  applicable   laws   relating   to
withholding  of  Taxes (including withholding Taxes  pursuant  to
Sections  1441 and 1442 of the Internal Revenue Service  Code  of
1986,  as  amended (the "Code") and similar provisions under  any
other applicable laws) and the payment thereof over to the Taxing
Authorities.

     3.14  Contracts  and Other Agreements.   Except  for  Leases
(discussed in Section 3.15 below), Schedule 3.14 sets  forth  all
written agreements (and, to the best knowledge of the Seller, any
oral agreement) and arrangements to which either the Seller is  a
party  or  by  or  to which the Seller or any of  its  assets  or
properties  are  bound  or subject (collectively,  the  "Material
Agreements").

     3.15  Real  Estate.  Schedule 3.15 sets  forth  a  list  and
supplies  descriptions  of (a) all real  property  owned  by  the
Seller;  (b)  all  leases,  subleases or  other  agreements  (the
"Leases") under which the Seller is lessor or lessee of any  real
property;  (c)  all  options held by the  Seller  or  contractual
obligations  on  its respective part to purchase or  acquire  any
interest in real property (as set forth on Schedule 3.15) and (d)
all  options granted by the Seller or contractual obligations  on
any such Persons' part to sell or dispose of any interest in real
property (as set forth on Schedule 3.15) (collectively, the "Real
Estate  Documents").   All  of the Real Estate  Documents,  true,
correct and complete copies of which have been delivered or  made
available  to  the Buyer, are in full force and  effect  and  the
Seller has not received any notice of any default thereunder, nor
does the Seller anticipate any such notice of default.  Except as
separately  identified  on  Schedule  3.15  and  each  Landlord's
Consent, no approval or consent of any person is needed  for  the
Real  Estate Documents to continue to be in full force and effect
and  such  documents will not become unenforceable by  the  Buyer
following  the  consummation of the transactions contemplated  by
this Agreement.

     3.16 Intentionally Omitted.

     3.17 ERISA.  The Seller does not sponsor, maintain, have any
obligation  to  contribute to, have any liability under,  or  are
otherwise a party to, any Plan.

     3.18  Employees.  The Seller is not a party  to,  and  there
does   not  otherwise  exist,  any  agreements  with  any   labor
organization,  collective bargaining or  similar  agreement  with
respect  to  employees of the Seller. The Seller is in compliance
in  all material respects with its obligations under all Federal,
state,  and  local  statutes  and ordinances,  executive  orders,
regulations  and  common law governing its  employment  practices
with respect to the Seller.  To the best knowledge of the Seller,
there  are  no  attempts  being made to  organize  any  employees
presently employed by the Seller.  Seller acknowledges that Buyer
is  under  no  obligation  to  employ  any  of  Seller's  current
employees but may, in it discretion, do so.

     3.19  Environmental Matters.  The Seller is not in violation
of,  or  delinquent  in respect to, any Environmental  Law  which
violation or delinquency would have a Material Adverse Effect and
the   Seller  has  obtained  all  permits,  licenses  and   other
authorizations  required under the Environmental  Laws.  Schedule
3.21  includes  a  list of all such permits, licenses  and  other
authorizations. Seller is in compliance with the New  York  State
Drycleaning Regulations Part 232.

     3.20  Insurance.  Schedule 3.20 sets forth a list and  brief
description  (specifying  the  insurer,  the  policy  number   or
covering  note number with respect to binders and the  amount  of
any  deductible,  describing the pending claims  if  such  claims
exceed  applicable  policy limits, setting  forth  the  aggregate
amount  paid  out under each such policy through the date  hereof
and  the  aggregate  limit, if any, of  the  insurer's  liability
thereunder)  of  all  policies  or binders  of  fire,  liability,
product    liability,    workmen's    compensation,    vehicular,
unemployment  and  other insurance held by or on  behalf  of  the
Seller.   Such policies and binders are valid and enforceable  in
accordance with their terms in all material risks and liabilities
to  the extent and in respect of amount, types and risks insured,
as  are  customary in the industry in which the Seller  operates.
The  Seller  is  not  in  default with respect  to  any  material
provision  contained in any such policy or  binder  and  has  not
failed  to  give any notice or present any claim under  any  such
policy  or  binder in due and timely fashion.  Except for  claims
disclosed  on  Schedule  3.20, there are  no  outstanding  unpaid
claims under any such policy or binder which have gone unpaid for
more  than  forty-five (45) days or as to which the  carrier  has
disclaimed liability.

     3.21  Licenses and Permits.  Schedule 3.21 sets forth a list
of  the  governmental permits, licenses, registrations and  other
governmental consents (federal, state and local) which the Seller
has  obtained  and  which are necessary in  connection  with  its
operations and properties, and no others are required.  All  such
permits,  licenses, registrations and consents are in full  force
and  effect  and  in  good  standing, and  except  as  separately
identified  on Schedule 3.21, shall continue to be in full  force
and effect and in good standing following the consummation of the
transactions contemplated by this Agreement.  The Seller has  not
received  any notice of any claim of revocation or has  knowledge
of any event which might give rise to such a claim.

     3.22  Compliance with Laws.  The Seller has complied in  all
respects  with  all  applicable federal, state  and  local  laws,
regulations and ordinances or any requirement of any Governmental
or Regulatory Body, court or arbitrator affecting the Business or
the Assets the failure to comply with which could have a Material
Adverse Effect on the Business or the Assets.  Neither the Seller
nor  any  of its representatives, agents, employees or Affiliates
has  made or agreed to make any payment to any Person which would
be unlawful.

     3.23 Intentionally Omitted

     3.24 Intentionally Omitted

     3.25  Shareholders of Seller.  The names of the shareholders
of  Seller  and the percentage interest of Seller  owned  by  the
shareholders is set forth on Schedule 3.25.

     3.26  Disclosure.  Neither this Agreement, nor any  Schedule
or  Exhibit to this Agreement contains an untrue statement  of  a
material  fact  or omits a material fact necessary  to  make  the
statements  contained  herein  or therein  not  misleading.   All
statements,  documents, certificates or other items  prepared  or
supplied   by   the  Seller  with  respect  to  the  transactions
contemplated hereby are true, correct and complete and contain no
untrue  statement  of  a material fact or omit  a  material  fact
necessary   to   make  the  statements  contained   therein   not
misleading.

     3.27 Survival.  All of the representations and warranties of
the Seller contained herein shall survive the Closing Date until

the date upon which the liability to which any claim relating  to
any  such  representation or warranty is barred by any applicable
statutes of limitations.

                           ARTICLE IV

          REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer represents and warrants to the Seller as follows:

     4.1   Organization  and  Qualification.   The  Buyer  is   a
corporation validly existing and in good standing under the  laws
of  the  State of Delaware and has all requisite corporate  power
and  authority  to (a) own, lease and operate its properties  and
assets  as they are now owned, leased and operated and (b)  carry
on  its business as now presently conducted and is duly qualified
to  do  business in each jurisdiction in which the nature of  its
business or properties makes such qualification necessary.

     4.2  Validity and Execution of Agreement.  The Buyer has the
full  legal right, capacity and power and all requisite corporate
authority  and  approval  required to  enter  into,  execute  and
deliver  this  Agreement  and any other agreement  or  instrument
contemplated  hereby,  and  to  perform  fully  its   obligations
hereunder  and thereunder.  The board of directors of  the  Buyer
has  approved the transactions contemplated by this Agreement and
each of the other agreements required to be entered into pursuant
hereto  by  the Buyer.  This Agreement and such other  agreements
and  instruments  have been duly executed and  delivered  by  the
Buyer  and  each constitutes the valid and binding obligation  of
the Buyer enforceable against it in accordance with its terms.

     4.3   No  Conflict.  Neither the execution and  delivery  of
this   Agreement  nor  the  performance  by  the  Buyer  of   the
transactions  contemplated herein will (a)  violate  or  conflict
with any of the provisions of its Certificate of Incorporation or
By-Laws  or  other organizational documents; or  (b)  violate  or
conflict with any provision of any law, rule, regulation,  order,
judgment,  decree  or ruling of any court or  federal,  state  or
local Governmental or Regulatory Body applicable to the Buyer.

     4.4  Survival.  All of the representations and warranties of
the  Buyer contained herein shall survive the Closing Date  until
the date upon which the liability to which any claim relating  to
any  such  representation or warranty is barred by any applicable
statutes of limitations.

                           ARTICLE V

CONDITIONS TO CLOSING; BANKRUPTCY COURT ORDERS; ADDITIONAL      
AGREEMENTS

     5.1   Buyer  shall  only be required to  proceed  with  this
Agreement so long as the following conditions shall have been met
at  the Closing Date (any of such conditions may be waived in the
sole discretion of Buyer). At Closing, from the date hereof there
shall not be:

     (a)  Any change in the condition, financial or otherwise, of
the  Assets, of Seller, other than changes in the ordinary course
of  business  which have not been either in any case  or  in  the
aggregate materially adverse;

     (b)   Any act outside the ordinary course of business  which
materially adversely affects the Assets;

     (c)   Any  damage, destruction or loss of any of the Assets,
not  adequately  compensated by insurance,  materially  adversely
affecting the business or prospects of Seller;

     (d)  Any waiver by Seller of any right of substantial value,
material  default under the terms of any contract,  agreement  or
other instrument to which it is a party or by which it is bound;

     (e)   Any  sale,  lease, transfer, or other  disposition  or
mortgage  or pledge, of any Asset, nor shall there be imposed  or
suffered to be imposed any lien, claim, charge, security interest
or  other  restriction of any kind or nature  whatsoever  on  any
Asset, except as set forth on Schedule 1.1(b).

     5.2  Except as set forth on any Schedule attached hereto:

     (a)   There  are  no actions, suits or proceedings  pending,
threatened against or affecting Seller which might result in  any
material  adverse  change in the licenses, business,  operations,
properties or assets or the condition, financial or otherwise, of
Seller,   or  in  any  way  involving  this  Agreement   or   the
transactions contemplated hereby;

     (b)   Seller does not know of, and has no reasonable grounds
to know of, any basis for any such action or proceeding;

     (c)   There  is  no order or decree of any court  or  agency
directed  to  Seller  arising  out of  any  judicial,  or  quasi-
judicial, proceeding before any such court or agency with respect
to Seller being in default;

     (d)   Seller has complied in all material respects with  all
laws,  regulations, rules, ordinances, decrees or orders  of  any
court,   government   (federal,  state  or  local),   department,
commission,   board,  agency,  official  or   other   regulatory,
administrative or governmental authority.

     (e)   The conditions set forth in Section 2.1 (b)(vi)  shall
have been completed.

     (f) Bankruptcy Court Orders (A)The Sales Procedures Order(as
defined below)shall have been entered by the Bankruptcy Court.

     (B) The sale of the Assets from Seller to Buyer pursuant  to
this  Agreement shall have been approved by the Bankruptcy  Court
pursuant  to  Sections  363 and 365 of the  Bankruptcy  Code  and
orders  approving such sale in form and substance  acceptable  to
Buyer  and  containing the provisions set forth below (the  "Sale
Orders") shall have been entered.  The Sale Orders shall provide,
among other things, that: (i) the transfers of the Assets by  the
Seller  to Buyer (a) vest or will vest Buyer with good  title  to
the Assets free and clear of all Liens; (b) constitute reasonably
equivalent value and fair consideration under the Bankruptcy Code
or  under  the  laws of the United States, any State,  territory,
possession or the District of Columbia; (c) do not and  will  not
subject  Buyer or its Affiliates to any liability  by  reason  of
such  transfer  under the laws of the United States,  any  State,
territory  or  possession  thereof or the  District  of  Columbia
based, in whole or in part, directly or indirectly, on any theory
of law, including, without limitation, any theory of successor or
transferee  liability; (d) the provisions of the Sale Orders  are
nonseverable  and  mutually dependent and  (e)  the  transactions
contemplated  by this Agreement are undertaken by  the  Buyer  in
good  faith,  as  that term is used in Section  363  (m)  of  the
Bankruptcy Code; and (ii) all executory contracts  (collectively,
the  "Executory Contracts") that are part of the Assets (ie., the
Leases)  shall have been assumed and assigned and the  Bankruptcy
Court  shall have approved such assumption and assignment by  the
Seller pursuant to section 365 of the Bankruptcy Code.

     (C) Nothing in any section of this Agreement, shall preclude
Seller  or  Buyer from consummating the transactions contemplated
herein  if  Buyer, in its sole discretion, waives the requirement
that  the  Sale Orders or any other orders be final  orders.   No
notice  of such waiver of this or any other condition to  Closing
need  be  given except to Seller or Buyer, as explicitly required
in  this Agreement, it being the intention of the parties  hereto
that  Buyer  shall  be  entitled to,  and  is  not  waiving,  the
protection of section 363(m) of the Bankruptcy Code, the mootness
doctrine  and any similar statute or body of law if  the  Closing
occurs in the absence of final orders.

     5.3    Additional Agreements
     
     5.3.1   Bankruptcy  Court  Approval.   (a)  As  promptly  as
practicable after the date hereof but in no event later than five
(5) business days after the date hereof, Seller shall (i) file  a
motion  with the Bankruptcy Court seeking approval and  entry  of
the  Sale  Orders and (ii) file a motion for, and  use  its  best
efforts  to  cause the Bankruptcy Court to enter  an  order  (the
"Sale  Procedures Order"), in form and substance satisfactory  to
Buyer,  approving  the performance by Seller of  its  obligations
under  Sections 5.3.2, 5.3.3 and 5.3.4  of this Agreement. Seller
agrees  to make promptly any filings, to take all actions and  to
use  its  best efforts to obtain any and all other approvals  and
orders  necessary  or  appropriate for the  consummation  of  the
transactions contemplated hereby.

     (b)   Prior  to  entry  of  the  Sale  Orders,  Seller  will
accurately inform the Bankruptcy Court of all material  facts  of
which  Seller  is  aware  relating  to  this  Agreement  and  the
transactions contemplated hereby.  Seller will endeavor  to  have
the  Bankruptcy Court make the finding of fact and conclude as  a
matter of law that Buyer is a purchaser in good faith within  the
meaning of section 363 (m) of the Bankruptcy Code.

     (c)   If the Sale Orders, Sale Procedures Order or any other
orders of the Bankruptcy Court relating to this Agreement,  shall
be  appealed by any party,  Seller agrees to take all  steps,  as
may  be  reasonable  and  appropriate to prosecute  such  appeal,
petition  or  motion, or defend against such appeal, petition  or
motion,  and Buyer agrees to cooperate in such efforts, and  each
of  Buyer and Seller agrees to use its best efforts to obtain  an
expedited  resolution  of  any such  appeal;  provided,  however,
nothing  herein shall preclude Seller or Buyer from  consummating
the  transaction contemplated herein if Buyer waives, in its sole
discretion, the requirement that the Sale Orders or other  orders
be final.

     5.32  Expenses; Alternative Transaction Fee.

     (a)   Except  as  otherwise provided  herein,  each  of  the
parties  hereto  shall  pay its own expenses  incidental  to  the
preparation of this Agreement, the carrying out of the provisions
of  this  Agreement  and  the consummation  of  the  transactions
contemplated hereby.

     (b)    If   within  two  (2)years  from  the   date   hereof
substantially all of the Assets are sold, conveyed or transferred
(either  in  a sale of assets or a sale or issuance of  stock  of
Seller or any of its Affiliates or any combination thereof) to  a
party other than Buyer (an "Alternative Transaction"), unless the
Bankruptcy  Court  does  not approve this Agreement  for  reasons
other  than  the  fact that there is an Alternative  Transaction,
simultaneously   with  the  consummation  of   such   Alternative
Transaction  and  provided  that  this  Agreement  has  not  been
terminated  because of a material breach of Buyer's  obligations,
representations   or  warranties  hereunder,  Seller   shall   be
obligated  to pay to Buyer $30,000 in cash plus any amounts  owed
to Buyer under clause (c) of this Section.

     (c)  If this Agreement shall terminate for any reason (other
than  because  of Buyer's material breach of its  obligations  or
because  of  a  material  breach of  Buyers'  representations  or
warranties  hereunder),  Seller shall upon  such  termination  be
obligated  to  reimburse Buyer for up to $10,000 of  its  out-of-
pocket  expenses including legal, accounting and other  expenses.
If  this  Agreement  shall terminate for any reason  (other  than
because  of Seller's material breach of its obligations,  because
of  a  material breach of Seller's representations or  warranties
hereunder,  if  the  Bankruptcy  Court  does  not  approve   this
Agreement or if Seller does not comply with all of the conditions
to  Closing),  Buyer  shall  upon  termination  be  obligated  to
reimburse Seller for up to $10,000 of its out-of-pocket expenses,
including legal, accounting and other expenses.

     (d)   Upon  entry of the Sale Procedures Order, any  amounts
payable  by  Seller  to  Buyer  pursuant  to  such  order   shall
constitute  administrative expenses under Sections  503  (b)  and
507(a)  (1)  of the Bankruptcy Code, immediately payable  if  and
when  Seller's obligations arise under paragraphs (b) and (c)  of
this section.

     5.3.3   Bidding Increment.  Any Alternative Transaction,  as
defined  in Section 5.3.4, will not be considered to be a  higher
or better offer unless, at a minimum, the Alternative Transaction
(i)  provides for aggregate consideration of at least $50,000  in
excess of the value of the aggregate consideration paid by Buyer,
and shall not be on terms which are materially more burdensome or
conditional  than the terms of this Agreement, and  (ii)  is  not
conditioned  on the outcome of unperformed due diligence  by  the
offeror.  Buyer shall have the right to further bid in excess  of
such overbid.

     5.3.4   No Solicitation.  Neither the Seller nor any of  its
directors,  officers, employees or agents, as the  case  may  be,
shall,  directly or indirectly, encourage, solicit,  initiate  or
enter  into  any  discussions  or  negotiations  concerning,  any
disposition (either through a sale of assets or a sale  of  stock
of  the  Seller or any of its Affiliates or otherwise) of all  or
substantially  all  of the Assets (other than  pursuant  to  this
Agreement), or any proposal therefor, or furnish or cause  to  be
furnished any information concerning the Assets to any  party  in
connection with any transaction involving the acquisition of  the
Assets by any person other than Buyer.  Seller and its Affiliates
will  promptly inform Buyer of any inquiry (including  the  terms
thereof  and  the  person  making such inquiry)  which  they  may
receive or learn of in respect of any such proposal.

     
                           ARTICLE VI

                        INDEMNIFICATION

     6.1   Indemnification.  (a) The Seller agrees to  indemnify,
defend  and hold harmless the Buyer and its respective directors,
officers,  employees,  shareholders, and any  Affiliates  of  the
foregoing,  and  their successors and assigns (collectively,  the
"Buyer  Group") from and against any and all losses,  liabilities
(including  punitive or exemplary damages and fines or  penalties
and  any  interest thereon), expenses (including reasonable  fees
and  disbursements  of counsel and expenses of investigation  and
defense),  claims,  Liens  or other  obligations  of  any  nature
whatsoever  (hereinafter individually, a "Loss" and collectively,
"Losses")  suffered  or  incurred  by  the  Buyer  Group,  which,
directly  or indirectly, arise out of, result from or relate  to,
(i)  any  inaccuracy  in or any breach of any  representation  or
warranty of the Seller contained in Article III, (ii) any  breach
of  any  covenant  or agreement of the Seller contained  in  this
Agreement or in any other document contemplated by this Agreement
and  (iii) for any claims resulting in Losses arising out of  the
operation of the Business prior to the Closing.

     (b)  The Buyer agrees to indemnify, defend and hold harmless
the   Seller   and   its  directors,  officers,  employees,   and
shareholders,  and  any Affiliates of the  foregoing,  and  their
successors  and  assigns  from and against  any  and  all  Losses
suffered or incurred by them which, directly or indirectly, arise
out  of,  result from or relate to (i) any inaccuracy in  or  any
breach  of  any representation or warranty of the Buyer contained
in Article IV and (ii) any breach of any covenant or agreement of
the  Buyer  contained in this Agreement or in any other  document
contemplated by this Agreement.

     6.2   Method of Asserting Claims.  The party making a  claim
under  this Article VI is referred to as the "Indemnified  Party"
and  the  party against whom such claims are asserted under  this
Article  VI  is  referred  to as the "Indemnifying  Party".   All
claims  by any Indemnified Party under this Article VI  shall  be
asserted and resolved in accordance with the terms and provisions
set forth in Sections 6.2(a)-(c) below:

     (a)   In  the  event that any claim or demand for  which  an
Indemnifying  Party  would  be liable  to  an  Indemnified  Party
hereunder is asserted against or sought to be collected from such
Indemnified Party by a third party, said Indemnified Party  shall
with  reasonable  promptness notify in writing  the  Indemnifying
Party  of  such  claim or demand, specifying the  nature  of  the
specific  basis for such claim or demand, and the amount  or  the
estimated  amount  thereof  to the extent  then  feasible  (which
estimate  shall  not be conclusive of the final  amount  of  such
claim and demand; any such notice, together with any notice given
pursuant to Section 6.2(b) hereof, collectively being the  "Claim
Notice"); provided, however, that any failure to give such  Claim
Notice  will  not  be  deemed  a waiver  of  any  rights  of  the
Indemnified  Party  except  to  the  extent  the  rights  of  the
Indemnifying  Party  is  actually prejudiced.   The  Indemnifying
Party,  upon  request  of  the Indemnified  Party,  shall  retain
counsel  (who  shall be reasonably acceptable to the  Indemnified
Party) to represent the Indemnified Party, and shall pay the fees
and  disbursements of such counsel with regard thereto, provided,
further, that any Indemnified Party is hereby authorized prior to
the   date   on  which  it  receives  written  notice  from   the
Indemnifying  Party designating such counsel, to retain  counsel,
whose  fees  and  expenses  shall  be  at  the  expense  of   the
Indemnifying Party, to file any motion, answer or other  pleading
and  take  such  other  action which  it  reasonably  shall  deem
necessary  to  protect its interests or those of the Indemnifying
Party until the date on which the Indemnified Party receives such
notice from the Indemnifying Party.  After the Indemnifying Party
shall  retain such counsel, the Indemnified Party shall have  the
right  to  retain its own counsel, but the fees and  expenses  of
such  counsel  shall be at the expense of such Indemnified  Party
unless (i) the Indemnifying Party and the Indemnified Party shall
have mutually agreed to the retention of such counsel or (ii) the
named  parties  of any such proceeding (including  any  impleaded
parties)  include both the Indemnifying Party and the Indemnified
Party  and  representation of both parties by  the  same  counsel
would  be  inappropriate  due to actual  or  potential  differing
interests  between them.  The Indemnifying Party  shall  not,  in
connection  with  any proceedings or related proceedings  in  the
same  jurisdiction, be liable for the fees and expenses  of  more
than  one  such  firm for the Indemnified Party  (except  to  the
extent the Indemnified Party retained counsel to protect its  (or
the  Indemnifying  Party's)  rights prior  to  the  selection  of
counsel by the Indemnifying Party).  The Indemnified Party agrees
to  cooperate  with  the Indemnifying Party and  its  counsel  in
contesting  any  claim  or demand which  the  Indemnifying  Party
defends.   No  claim or demand may be settled by an  Indemnifying
Party  or,  where  permitted pursuant to this  Agreement,  by  an
Indemnified Party without the consent of the Indemnified Party in
the  first case or the consent of the Indemnifying Party  in  the
second  case,  which consent shall not be unreasonably  withheld,
unless such settlement shall be accompanied by a complete release
of  the  Indemnified Party in the first case or the  Indemnifying
Party  in the second case, or, where permitted pursuant  to  this
Agreement, by an Indemnified Party without the consent of the
Indemnifying Party in the first case or the consent of the
Idemnifying Party in the second case.

     (b)   In the event any Indemnified Party shall have a  claim
against any Indemnifying Party hereunder which does not involve a
claim  or demand being asserted against or sought to be collected
from  it  by  a third party, the Indemnified Party shall  send  a
Claim  Notice  with  respect to such claim  to  the  Indemnifying
Party.   If  the Indemnifying Party does not dispute such  claim,
the  amount of such claim shall be paid to the Indemnified  Party
within twenty (20) days of receipt of the Claim Notice.

     (c)  So long as any right to indemnification exists pursuant
to this Article VI, the affected parties each agree to retain all
books,  records,  accounts, instruments and documents  reasonably
related  to  the Claim Notice.  In each instance, the Indemnified
Party   shall  have  the  right  to  be  kept  informed  by   the
Indemnifying  Party  and its legal counsel with  respect  to  all
significant  matters  relating to  any  legal  proceedings.   Any
information  or documents made available to any party  hereunder,
which  information  is designated as confidential  by  the  party
providing  such information and which is not otherwise  generally
available  to  the public, or which information is not  otherwise
lawfully  obtained from third parties or not already  within  the
knowledge  of  the  party  to whom the  information  is  provided
(unless  otherwise covered by the confidentiality  provisions  of
any  other  agreement among the parties hereto, or any of  them),
and  except as may be required by applicable law or requested  by
third party lenders to such party, shall not be disclosed to  any
third  Person (except for the representatives of the party  being
provided  with  the information, in which event the  party  being
provided  with  the information shall request its representatives
not  to disclose any such information which it otherwise required
hereunder to be kept confidential).

                          ARTICLE VII

             POST-CLOSING COVENANTS OF THE PARTIES

     7.1   Tax  Matters.  The Seller shall provide  to  Buyer  on
demand such information as shall reasonably be requested by Buyer
to enable Buyer to prepare and file timely Buyer's federal, state
and  local  income  Tax  Returns and  all  forms,  schedules  and
attachments related thereto.

     7.2  Intentionally Omitted.

     7.3   Confidentiality.  From and after the Closing Date, the
Seller and its shareholders shall not disclose or furnish to  any
other Person, except to the extent required by law or by order of
any  court or governmental agency, (a) any information  which  is
not  generally  known in the industry relating  to  any  license,
process,  technique,  or  procedure used  by  the  Seller  or  in
connection  with the Business, (b) any information which  is  not
generally  known  in the industry relating to the  operations  or
financial  status  of  the Buyer or the  Business  which  is  not
specifically a matter of public record, (c) any trade secrets  of
the  Business  or  (d)  the name, address  or  other  information
relating   to   any  supplier  of  the  Business.   The   parties
acknowledge  that the application for Bankruptcy  Court  approval
will contain a copy of this Agreement and is a public record.

                          ARTICLE VIII

                         MISCELLANEOUS

     8.1   Sales and Transfer Taxes.  All required filings  under
any  applicable Federal, state, foreign or local sales tax, stamp
tax  or  similar laws or regulations shall be made  in  a  timely
manner by the Seller and, at the Closing, Seller shall deliver to
Buyer  either (a) proof of the payment of any sales tax  assessed
pursuant  to such filings or (b) statements of no sales tax  due,
as the case may be.  The parties agree that any and all transfer,
sales or stamp taxes and any similar taxes or assessments imposed
on  the  transfer  of the Assets and the Assumed  Liabilities  in
accordance with the terms of this Agreement shall be paid by  the
Seller.

     8.2   Post-Closing Further Assurances.  At any time and from
time  to  time  after the Closing Date at the request  of  either
party,  and  without further consideration, the other party  will
execute and deliver, or cause the execution and delivery of, such
other  instruments of sale, transfer, conveyance, assignment  and
confirmation and take or cause to be taken such other  action  as
the  party  requesting the same may reasonably deem necessary  or
desirable   in  order  to  transfer,  convey  and   assign   more
effectively  to  the  requesting party all of  the  property  and
rights  intended  to be conveyed to such party  pursuant  to  the
provisions of this Agreement.

     8.3   Notices.   All  notices, requests, demands  and  other
communications required or permitted to be given hereunder  shall
be  in  writing  and  shall  be  given  personally,  telegraphed,
telefaxed, sent by facsimile transmission or sent by prepaid  air
courier   or  certified,  registered  or  express  mail,  postage
prepaid.  Any such notice shall be deemed to have been given  (a)
when received, if delivered in person, telegraphed, telexed, sent
by  facsimile transmission and confirmed in writing within  three
(3)  Business Days thereafter or sent by prepaid air  courier  or
(b)  three  (3) Business Days following the mailing  thereof,  if
mailed  by  certified first class mail, postage  prepaid,  return
receipt requested, in any such case as follows (or to such  other
address or addresses as a party may have advised the other in the
manner provided in this Section 8.3):

          If to Seller, to:

          c/o Windsor Court Valet
          155 East 31 Street.
          New York, NY 10016

          Telephone Number (212)951-4500

          with copies to:

          Law Offices of Lance Roger Spodek, PC
          277 Broadway
          New York, NY 10007

          Telephone Number  (212)349-6505
          Telecopier Number (212)267-3766

          If to Buyer to:

          147 Palmer Avenue
          Mamaroneck, NY 10543-3632
          Attn: Diane Weiser

          Telephone Number  (914) 777-3600
          Telecopier Number (914) 777-3502

          with copies to:

          Bernstein & Wasserman, LLP
          950 Third Avenue
          New York, NY  10022
          Attn: Stuart Neuhauser, Esq.

          Telephone Number  (212) 826-0730
          Telecopier Number (212) 371-4730

     8.4    Publicity.   No  publicity  release  or  announcement
concerning this Agreement or the transactions contemplated hereby
shall  be made without advance approval thereof by the Buyer.  No
approval from the Seller is necessary.

     8.5    Entire  Agreement.   This  Agreement  (including  the
Exhibits  and  Schedules)  and the agreements,  certificates  and
other documents delivered pursuant to this Agreement contain  the
entire   agreement  among  the  parties  with  respect   to   the
transactions   described   herein,  and   supersede   all   prior
agreements, written or oral, with respect thereto.

     8.6  Waivers and Amendments.  This Agreement may be amended,
superseded,  canceled, renewed or extended, and the terms  hereof
may be waived, only by a written instrument signed by the parties
hereto  or,  in  the  case  of a waiver,  by  the  party  waiving
compliance.  No delay on the part of any party in exercising  any
right,  power or privilege hereunder shall operate  as  a  waiver
thereof.

     8.7  Governing Law.  This Agreement shall be governed by and
construed  in accordance with the laws of the State of New  York,
without regard to principles of conflicts of law.

     8.8  Binding Effect; No Assignment.  This Agreement shall be
binding  upon and inure to the benefit of the parties  and  their
respective  successors, assigns and legal representatives.   This
Agreement  is not assignable except by operation of law  and  any
other purported assignment shall be null and void.

     8.9    Variations  in  Pronouns.   All  pronouns   and   any
variations  thereof refer to the masculine, feminine  or  neuter,
singular or plural, as the context may require.

     8.10  Counterparts.  This Agreement may be executed  by  the
parties  hereto in separate counterparts, each of which  when  so
executed  and  delivered  shall be  an  original,  but  all  such
counterparts   shall  together  constitute  one  and   the   same
instrument.  Each counterpart may consist of a number  of  copies
hereof  each signed by less than all, but together signed by  all
of the parties hereto.

     8.11 Exhibits and Schedules.  The Exhibits and Schedules are
a  part  of  this  Agreement as if fully set forth  herein.   All
references herein to Sections, subsections, clauses, Exhibits and
Schedules  shall  be  deemed references to  such  parts  of  this
Agreement, unless the context shall otherwise require.

     8.12  Effect of Disclosure on Schedules.  Any item disclosed
on  any  Schedule  shall  only  be  deemed  to  be  disclosed  in
connection  with (a) the specific representation and warranty  to
which  such  Schedule is expressly referenced, (b)  any  specific
representation and warranty which expressly cross-references such
Schedule  and  (c) any specific representation  and  warranty  to
which   any   other  Schedule  to  this  Agreement  is  expressly
referenced if such other Schedule expressly cross-references such
Schedule.

     8.13 Intentionally omitted.

     8.14  Headings.   The  headings in this  agreement  are  for
reference only, and shall not affect the interpretation  of  this
Agreement.

     8.15  Severability of Provisions.  If any provision  or  any
portion of any provision of this Agreement or the application  of
such   provision  or  any  portion  thereof  to  any  Person   or
circumstance,  shall  be  held  invalid  or  unenforceable,   the
remaining  portion of such provision and the remaining provisions
of  this  Agreement,  or the application  of  such  provision  or
portion of such provision as is held invalid or unenforceable  to
persons or circumstances other than those as to which it is  held
invalid or unenforceable, shall not be affected thereby.

     8.16  Brokers.   Each party hereto represents  and  warrants
that no broker or finder is entitled to any brokerage or finder's
fee  or  other  commission from such party, based on  agreements,
arrangements  or undertakings made by such party,  in  connection
with the transactions contemplated hereby.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                                   WHITE GLOVE VALET,INC.(D.I.P.)

                                   By:/s/ Jeffrey Namm
                                      Name:   Jeffrey Namm
                                      Title:  President

                                   ECO JOSH, INC.

                                   By:_/s/ Diane Weiser
                                      Name:  Diane Weiser
                                      Title: President

          
                                                       EXHIBIT A

              ASSIGNMENT AND ASSUMPTION AGREEMENT

     ASSIGNMENT AND ASSUMPTION AGREEMENT, dated April ___  , 1997
by  and  between White Glove Valet, Inc., a New York  corporation
(the  "Seller"), and Eco Josh, Inc., a Delaware corporation  (the
"Buyer").

                      W I T N E S E T H :

     WHEREAS,  pursuant to that certain Asset Purchase  Agreement
(the  "Purchase  Agreement") dated  even  date  herewith  by  and
between  the Seller and the Buyer, the Seller has agreed to  sell
the  Assets  (as  defined in the Purchase  Agreement)  to  Buyer,
subject to the payment of the Purchase Price; and

     WHEREAS, the parties hereto desire to execute this Agreement
to  further  evidence the assignment by the Seller of the  Assets
and the assumption by the Buyer of the Assumed Liabilities.

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual  agreements herein contained, the parties hereto agree  as
follows:

     1.    Definitions.   Terms  used herein  and  not  otherwise
defined  herein  shall  have the meanings  provided  for  in  the
Purchase Agreement.

     2.     Assignment  of  Assets.   The  Seller  hereby  sells,
transfers,  conveys,  assigns and sets over  to  the  Buyer,  its
successors and assigns, the Assets.

     3.    Assumption of Assumed Liabilities.  The  Buyer  hereby
assumes  and undertakes to pay, perform and discharge the Assumed
Liabilities.

     4.    Attorney-in  Fact.   The Seller  hereby  appoints  the
Buyer,  with  full  power of substitution, its  true  and  lawful
Attorney-in-Fact in its name, place and stead to take any and all
action  on  behalf  of and in the name of Seller  to  affirm  the
rights  and  interests  of the Buyer in and  under  the  Assigned
Contracts and Leases.

     5.    Further Assurances.  At any time and from time to time
after  the  date hereof, at the request of the other  party,  and
without  further  consideration, each  party  shall  execute  and
deliver  such  other  instruments of sale, transfer,  conveyance,
assignment  and confirmation and take such other  action  as  the
other party reasonably request as necessary or desirable in order
more effectively to transfer, convey and assign to the Buyer  the
Assets and to the Seller the Shares.

     6.   Governing Law.  This agreement shall be governed by and
construed  in accordance with the laws of the State of New  York,
without regard to principles of conflicts of law.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement as of the date first above written.
     
                              WHITE GLOVE VALET, INC. (D.I.P.)

          
                              By:  _____________________
                                   Name:                        
                                   Title:                        
                                                           
                              
                                                 
                                                     
                              ECO JOSH, INC.

          
                              By:  ______________________
                                   Name:                       
                                   Title:                       
                                                          
                                                          
                                                    
                                
                                

          

                                                        EXHIBIT B

                          BILL OF SALE

          KNOW ALL MEN BY THESE PRESENTS, that White Glove Valet,
Inc., a New York corporation ("Seller"), for and in consideration
of  the  sum of Ten Dollars ($10.00) and other good and  valuable
consideration,  the  receipt of which is hereby  acknowledged  by
these presents, and pursuant to an Asset Purchase Agreement dated
April ___ ,  1997("Purchase Agreement") between  Seller  and  Eco
Josh, Inc., a Delaware corporation ("Buyer") (except as otherwise
provided herein, all capitalized terms contained and not  defined
herein shall have herein the respective meanings ascribed to them
in  the  Purchase  Agreement), hereby sells, transfers,  conveys,
assigns  and  delivers  unto Buyer all of the  right,  title  and
interest of Seller in and to the Assets.

          Seller agrees to cooperate with Buyer in obtaining  any
consents  or  waivers of third parties necessary to  transfer  to
Buyer all property and rights provided to be transferred to Buyer
under the Purchase Agreement.

          TO  HAVE  AND  TO  HOLD  the  Assets  unto  Buyer,  its
successors and assigns, for its use and its use forever.

          At any time and from time to time after the date hereof
at  the  request  of  Buyer, and without  further  consideration,
Seller shall execute and deliver such other instruments of  sale,
transfer,  conveyance, assignment and confirmation and take  such
other  action  as  Buyer may reasonably request as  necessary  or
desirable  in  order  to more effectively  transfer,  convey  and
assign  to  Buyer, and to confirm Buyer's title to or rights  in,
all  of  the  Assets, and to put Buyer in actual  possession  and
operating control thereof.

     IN  WITNESS  WHEREOF, the parties have caused this  Bill  of
Sale to be executed as of April __, 1997.

                              WHITE GLOVE VALET, INC. (D.I.P.)

                              By:__________________________
                                 Name:
                                 Title:

          
                              LIBERTY VALET, INC. (D.I.P.)

          
                              By:__________________________
                                 Name:
                                 Title:

                              APARTMENT SERVICES NETWORK,
                              INC.(D.I.P.)

                              By:_____________________________
                                 Name:
                                 Title:

                              JTJ SERVICES, INC.(D.I.P.)

     
                              By:_____________________________
                                  Name:
                                  Title:

          
                              RESIDENCE SERVICES, INC. (D.I.P.)

                              By:______________________________
                                  Name:
                                  Title:

                             HOME SERVICES NETWORK, INC.(D.I.P.)

                              By;______________________________
                                   Name:
                                   Title:

          
          
          

ACCEPTED THIS ___ DAY
OF April, 1997

ECO JOSH, INC.

By:__________________________
   Name:
   Title:

STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally to me to be the Secretary of White Glove Valet,
Inc.,  and  that  he, as such officer, is authorized  so  to  do,
executed  the  foregoing  instrument  for  the  purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally  to me to be the Secretary  of  Liberty  Valet,
Inc.,  and  that  he, as such officer, is authorized  so  to  do,
executed  the  foregoing  instrument  for  the  purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally to me to be the Secretary of Apartment Services
Network, Inc., and that he, as such officer, is authorized so  to
do,  executed  the foregoing instrument for the purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known personally to me to be the Secretary of JTJ Services, Inc.,
and  that  he, as such officer, is authorized so to do,  executed
the  foregoing instrument for the purposes therein contained,  by
signing the name of the corporations by himself as such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known personally to me to be the Secretary of Residence Services,
Inc.,  and  that  he, as such officer, is authorized  so  to  do,
executed  the  foregoing  instrument  for  the  purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                   __________________________
                                        Notary Public
STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

     On   this   ___   day  of  April     ,  1997,   before   me,
______________,   personally  appeared   _______________________,
known  personally  to  me to be the Secretary  of  Home  Services
Network, Inc., and that he, as such officer, is authorized so  to
do,  executed  the foregoing instrument for the purposes  therein
contained, by signing the name of the corporations by himself  as
such officer.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.

                                   __________________________
                                        Notary Public

                                                        EXHIBIT C

                       LANDLORD'S CONSENT

              [ See attached Assignment of Lease ]

                       ASSIGNMENT OF LEASE

     This ASSIGNMENT OF LEASE is entered into as of the __ day of
April,  1997, by and between White Glove Valet, Inc., a New  York
corporation  ("Assignor"),  and  Eco  Josh,  Inc.,   a   Delaware
corporation ("Assignee").

                           BACKGROUND
                                
     A.    Pursuant  to that certain Lease dated  July  17,  1995
("Lease"),  by  and between Assignor, and 39 Cadag  Realty  Corp.
("Landlord"),  Assignor is the owner of a leasehold  interest  in
the premises, located at 39 North Moore Street, New York, NY (the
"Premises") as more fully described in the Lease, a true, correct
and  complete copy of which is attached hereto as Exhibit  A  and
incorporated herein by reference; and

     B.    Pursuant  to  an  Asset  Purchase  Agreement  for  the
purchase  of certain assets of  Assignor, dated as of  April  __,
1997,  Assignor has agreed to sell, and Assignee  has  agreed  to
purchase, certain assets of Assignor and to assume certain of the
liabilities of Assignor, including the Lease; and

     C.    Pursuant to Article(s)11 and 49 of the Lease, Assignor
is  required  to obtain the prior written consent of Landlord  in
order  to assign its rights under the Lease (the "Assignment"  );
and

     D.    As  a  condition  of the Closing of  the  transactions
contemplated by the Asset Purchase Agreement (the "Acquisition"),
Assignor  is required to obtain the consent of Landlord  to  this
Assignment.

     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual  covenants and agreements herein contained, and for  other
good  and valuable consideration, the receipt and sufficiency  of
which  are hereby acknowledged, the parties hereto, intending  to
be legally bound, hereby covenant and agree as follows:

     1.   Assignor hereby sells, assigns, transfers and sets over
to  Assignee all of Assignor's right, title, interest in  and  to
Assignor's interest as lessee under the Lease effective as of the
Closing of the Acquisition ("Effective Date").

     2.    Assignee hereby accepts the aforesaid assignment,  and
hereby  assumes all of the rights, responsibilities,  liabilities
and   obligations  of  Assignor,  as  lessee,  under  the  terms,
conditions and covenants contained in the Lease, with like  force
and  effect  as if Assignee had executed the Lease in  the  first
instance, arising as of and after the Effective Date.

     3.    Assignor  shall remain liable only for the  observance
and  performance  of its obligations as lessee  under  the  Lease
arising prior to the Effective Date.

     4.    Assignor shall be responsible for and shall  indemnify
Assignee regarding the observance and performance of all  of  the
agreements and obligations of Assignor as lessee under  the Lease
arising   prior  to  the  Effective  Date.   Assignee  shall   be
responsible  for  and  shall  indemnify  Assignor  regarding  the
observance   and  performance  of  all  of  the  agreements   and
obligations of Assignor as lessee under the Lease arising  on  or
after the Effective Date.

     5.   The  parties  agree that this Assignment  will  not  be
changed,  modified, discharged or terminated  orally  or  in  any
manner  other than an agreement in writing signed by all  of  the
parties hereto.

     6.   The  agreements, terms and provision of  the  Agreement
shall  bind  and inure to the benefit of the parties  hereto  and
their  respective  successors and  assigns.   The  parties  shall
execute  and  deliver  such further and  additional  instruments,
agreements and other documents as may be necessary to evidence or
carry out the provisions of this Assignment.

     IN  WITNESS  WHEREOF, the parties hereto,  intending  to  be
legally bound hereby, have caused this Assignment of Lease to  be
executed as of the date first above written.

                     ASSIGNOR:  WHITE GLOVE VALET, INC. (D.I.P.)

                                   By:_________________________
                                       Name:
                                       Title:

          

                     ASSIGNEE:   ECO JOSH, INC.

                                   By:__________________________
                                      Name:
                                      Title:

                       CONSENT OF LESSOR

     39  Cadag  Realty  Corp., as  Lessor,  named  in  the  Lease
referred  to in the forgoing Assignment of Lease, hereby consents
to  this  Assignment, confirms that the provisions of  the  Lease
have been complied with, releases and discharges Lessee from  all
obligations  arising  on or after the Effective  Date,  certifies
that  (i)  the Lease is a valid and enforceable obligation,  (ii)
the  Lease has not been amended or modified, and (iii) Lessee  is
not currently and has not been  in default in the performance  of
the  Lease, and hereby accepts the Assignee as Lessee under  said
Lease as of the Effective Date.

                     LESSOR: 39 Cadag Realty Corp.

                         By:___________________________
                             Name:
                             Title:

Date: _________________________,1997

                                                        EXHIBIT D

               FORM OF OPINION OF SELLER'S COUNSEL

                          [ Attached ]

               [Letterhead of Lance Spodek, Esq.]

                              ___________, 1997

To the Persons Listed
On Schedule A Attached Hereto

Dear Sirs:

          We have acted as counsel for White Glove Valet, Inc,  a
New   York   corporation  ("Seller"),  in  connection  with   the
execution and delivery of the following documents:

              (i)the  Asset  Purchase  Agreement  (the  "Purchase
Agreement") dated the date hereof  by and between Seller and  Eco
Josh, Inc., a Delaware corporation ("Buyer");

              (ii)    the  Assignment  and  Assumption  Agreement
dated   the   date  hereof  by  and  between  Seller  and   Buyer
("Assumption Agreement"); and

              (iii)  the  Bill  of  Sale dated  the  date  hereof
executed by Seller and accepted by Buyer (the "Bill of Sale").

          The  Purchase  Agreement, the Assumption Agreement  and
the  Bill of Sale are hereinafter collectively referred to as the
"Purchase Documents."

          This  opinion  letter  is being furnished  pursuant  to
Section  2.2(b)  of  the  Purchase  Agreement.   Defined   terms
appearing herein which are not otherwise defined in this  opinion
letter  shall  have  the respective meanings  set  forth  in  the
Purchase Agreement.

          We  have  examined  originals or copies,  certified  or
otherwise identified to our satisfaction, of each of the Purchase
Documents  and  also of such corporate documents and  records  of
Seller and such other records, documents and certificates  as  we
have  deemed necessary or appropriate as a basis for our opinions
set  forth  herein.   In our examination,  we  have  assumed  the
genuineness of all signatures, the authenticity of all  documents
submitted  to  us  as  originals,  the  conformity  to   original
documents  of  all  documents submitted to  us  as  certified  or
photostatic copies and the authenticity of the originals of  such
latter  documents.   We  have  also  assumed  that  Buyer  is  in
compliance with all of its obligations arising under the Purchase
Documents.   As to certain matters of fact, we have examined  and
relied  upon the representations and warranties contained in  the
Purchase   Documents  and  in  the  certificates   delivered   in
connection   therewith.   We  have  not  made   any   independent
investigation  or  verification of such facts; nothing,  however,
has  come  to  our attention that would cause us to believe  that
such reliance is not justified.

          The Closing pursuant to the Purchase Agreement is being
consummated  contemporaneously with the delivery of this  opinion
letter.

          Our  opinions, as set forth below, are limited  to  the
Federal laws of the United States of America and the laws of  the
State of New York.

          Based upon and subject to the foregoing, and subject to
the  additional qualifications set forth below,  we  are  of  the
opinion as of the date hereof that:

          1.    Seller is a corporation validly existing  and  in
good  standing under the laws of the State of  New York, and  has
the  corporate power and authority to (a) own, lease and  operate
its  properties  and assets, including, without  limitation,  the
Assets, as they are now owned, leased and operated and (b)  carry
on  its  business as now presently conducted or  proposed  to  be
conducted.    Seller is qualified to do business in  jurisdiction
in  which  the  nature of its business or properties  makes  such
qualification necessary, except where the failure to do so  would
not have a Material Adverse Effect.

          2.    Seller  has  the full legal right,  capacity  and
corporate  power  and  all  requisite  corporate  authority   and
approval required to enter into, execute and deliver the Purchase
Documents  and  to  perform  its  obligations  thereunder.    The
shareholders and the board of directors of  Seller have  approved
the transactions contemplated pursuant to the Purchase Documents.
Each  of  the  Purchase  Documents have been  duly  executed  and
delivered  by   Seller  and constitutes  the  valid  and  binding
obligation  of  Seller enforceable against it in accordance  with
its   terms.   Except  for  the  Landlord's  Consents,  and   the
Bankruptcy  Court approval (both of which have been obtained)  no
approval  or consent of any Party is required in connection  with
the  execution  and delivery by Seller of the Purchase  Documents
and   the   consummation  and  performance  by  Seller   of   the
transactions contemplated thereby.

          3.   The  execution,  delivery and performance  of  the
Purchase Documents by Seller and consummation of the transactions
contemplated thereby will not violate or conflict with (i) any of
the provisions of the Certificate of Incorporation or By-Laws  or
other   organizational  documents  of  Seller;  (ii)  any  order,
judgment,  regulation or ruling of any Governmental or Regulatory
Body  to  which Seller is a party or by which any of its property
or  assets may be bound or affected or with any provision of  any
law,   rule,  regulation,  order,  judgment  or  ruling  of   any
Governmental or Regulatory Body applicable to Seller or (iii) any
of the Assigned Contracts and Leases.

     4.    The Seller has received all necessary Bankruptcy Court
orders  and  approvals to consummate the sale of the Assets,  and
the  transactions  contemplated by  the  Purchase  Agreement  and
assume the Leases.

     5.    The  transfer of the Assets to Buyer convey  to  Buyer
such  Assets  free and clear of any and all Liens  or  any  other
liabilities  including Taxes as provided by the Bankruptcy  Court
orders.

          This  opinion  is  being rendered on behalf  of  Seller
pursuant  to Section 2.2(b) of the Purchase Agreement solely  for
the  benefit of the persons listed on Schedule A attached hereto.
No  other  person  or  entity shall be entitled  to  rely  hereon
without the express written consent of this office.

                         Very truly yours,

                         Lance Spodek

                           Schedule A

Ecomat, Inc.
147 Palmer Avenue
Mamaroneck, New York 10543-3632

Eco Josh, Inc.
147 Palmer Avenue
Mamaroneck, New York 10543-3632

                        SCHEDULE 1.1(a)

                        Excluded Assets

All assets other than those assets specified on Schedule 1.2

                        
                        
                        
                        
                        SCHEDULE 1.1(b)

                        Permitted Liens

                              None

                          SCHEDULE 1.2

                             Assets

No.  Quantity     Description

1.   1            Fulton 20 H.P. Gas Fried Boiler
                  with Low Press Night Switch
2.   1            Forenta Mushroom Press (Model 19VS)
3.   1            Fulton Return Tank (18x36)
4.   1            Rema Vacuum (Model R P8)
5.   2            Cissel Single Puffers
6.   5            Water Guns
7.   2            1 Mr. Cissell Form Finisher; 1 MS. Cissel
                  Form Finisher

8.   1            Cissel Vacuum Spotting Board
9.   2            Rebuilt Manual Foot Presses
10.  4            Promoto 3 Pound Irons (Model HS4108)
11.  2            Iron Stands
12.  1            Speedaire 10H.P. Air Compresser with Mag.
                  Starter
13.  400 ft       Speed (Slick) Rail
14.  2            Unipress 42 RN Presses with Iron Stands
15.  1            Rolling Scale
16.  1            White Conveyor
17.  1            Unipress CD8-V Compact Vacuum Double Buck
18.  1            Unipress ABS Cabinet Sleever
19.  1            Unipress 3TZ Delux Combo Collar/Cuff
20.  1            55  lb. Milnor Washer/Extractor,  Soft  Mount
                 (Model  3022F8J) with 5 compartment Flushing Dry Supply
21.  1            Forenta Semi Automatic Folder (Model 201KP)
22.  1            Collar Former J CPL
23.  1            Damp Box
24.  1            Chicago Tandem Ironer/Folder Model TG 14  Gas
                  with 110 Inch Ironer
25.  4            Speed Queen Steam Dryers 30 pound 30 CSM
26.  2            Speed Queen 18 pound Washer/Extractors  Front
                  Load Soft Mount.
27.  4            Speed Queen Top Load Washer (2021)
28.  1            Hot Water Heater Gas
29.  1            35 lb. Speed Queen Washer/Extractor Soft Mount
                 (Model SF 35)

                        
                        
                        
                         SCHEDULE 1.3(b)

                       Assumed Liabilities

     Lease for premises known as 39 North Moore Street, New York,NY

                          
                          SCHEDULE 1.6

                  Allocation of Purchase Price

     Assets Listed on Schedule 1.2           $200,000

                          
                          
                          
                          SCHEDULE 3.1

                 Jurisdictions of Qualification

                            New York

                          
                          
                          
                          SCHEDULE 3.2

                           Affiliates

     1.   Jeffrey Namm

     2.   Trish Namm

     3.   Home Services Network, Inc.

     4.   Liberty Valet, Inc.

     5.   Apartment Services Network, Inc.

     6.   JTJ Services, Inc.

     7.   Residence Services, Inc.

                          
                          
                          SCHEDULE 3.5

                      Litigation - Sellers

     Set forth in the Statement of Financial Affairs at Question
4a in the Bankruptcy Petition filed March 31, 1997 by Seller
which is incorporated herein by reference.

                          
                          SCHEDULE 3.7

                      Intangible Property

                              None

                         
                         
                         SCHEDULE 3.11

                          Liabilities

     Lease for 39 North Moore Street, New York, NY

     Reference is also hereby made to the Bankruptcy Petition
     filed March 31, 1997 by Seller.

                         
                         
                         SCHEDULE 3.13

                          Tax Matters

          Set forth in the Bankruptcy Petition filed
          March 31, 1997 by Seller, at Schedule E which is
          incorporated herein by reference.

                         
                         
                         SCHEDULE 3.14

                      Material Agreements

                              None

                         
                         
                         
                         SCHEDULE 3.15

                          Real Estate

     Lease for 39 North Moore Street, New York, NY

                         
                         SCHEDULE 3.20

                           Insurance

                             None
                         

                         
                         
                         SCHEDULE 3.21

                      Licenses and Permits

                 NYC Laundry License No. 0927208

                         
                         SCHEDULE 3.25

                    Shareholders of Seller

1.   Jeffrey Namm 50%

2.   Trish Namm  50%

                          
                          
                          SCHEDULE 6.2

                 LOCATION OF ECOMAT FACILITIES

     1.   147 Palmer Avenue
          Mamaroneck, NY  10543

     2.   Colonial Village Shopping Center
          1527 Weaver Street
          New Rochelle, NY  10801

     3.   140 W. 72nd Street
          New York, NY  10023

     4.   457 Main Street
          Ridgefield, CT

                             EXHIBIT 2

                              ECOMAT

Contact: Laine Wilder

147 Palmer Avenue
Mamaroneck, NY  10543
Phone:  914-777-3600, ext. 12

Press Release

MANHATTAN RESIDENTS VICTORIOUS OVER PERC DRY CLEANERS

Ecomat Purchases and Replaces Toxic Dry Cleaner

    Mamaroneck, NY, May 16/ PR NEWSWIRE/ -- Ecomat Inc.
(NASDAQ: ECMT) announced today that the company has closed
on an asset purchase agreement pursuant to which it acquired
White Glove Cleaners a New York "perc" dry cleaner  which
had previously filed for bankruptcy.  The company will
operate the facility using an environmentally sound garment
cleaning process and  no perc.  The company also announced
that a press conference will be held on Monday May 19, 1997
at 12:30 p.m. in front of the former White Glove Cleaners at
39 North Moore Street in New York City.

     The New York City dry cleaner that put residents at
risk from perc emissions (the toxic solvent used by dry
cleaners) was the target of a battle waged by outraged
residents, The Public Advocate Mark Green, Unite! and
Greenpeace.  Perchloroethylene (or "perc") has been
classified a probable human carcinogen by the International
Agency For Research on Cancer. Perc can also affect the
liver, kidneys and central nervous system and it can also
accumulate in human breast milk and is suspected of causing
developmental effects on the unborn.  More than 69,000 other
New York City apartment residents and 30,000 dry cleaning
workers are at risk from dry cleaning emissions as over one-
half of New York City's dry cleaners are located in such
buildings.  Through their organization, Perc Alert,
residents from this and other Manhattan buildings had
publicly protested to city officials about the city's
granting of an operating permit to White Glove Cleaners.

     Ecomat's President and C.E.O. Diane Weiser stated that
"This first acquisition of a controversial perc dry cleaner by
Ecomat is a stunning example of the successful cooperation
between community residents, public officials, unions,
environmental organizations and environmentally and socially
responsible businesses such as Ecomat.  I want to personally
thank each and every shareholder of Ecomat for believing in
our company's goal to end the risks from perc emissions
beginning here in New York City and continuing through our
national and international expansion."

     The environmental and health impact of perc on the
public is a nationwide issue.  There are approximately
35,000 dry cleaners in the United States who use perc as
their dry cleaning solvent.

     Ecomat is the nation's first cleaner and laundromat
franchisor to offer total professional garment care using no
toxic chemicals.  The company has contracted for the opening of
thirty-three domestic franchises throughout the United States as
well as three master franchise licenses internationally, and
plans to open more company- owned facilities throughout the Tri-
State region.