SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                                 
                       REPORT ON FORM 10-KSB

         [X]  Annual Report pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934


     For the fiscal year ended December 31, 1996


Commission File No. 0-21613

                           ECOMAT,  INC.
               (Exact name of registrant as specified in its charter)

Delaware                                      13-3865026
(State of or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

147 Palmer Avenue
Mamaroneck, New York                          10543-3632
(Address of Principal                         (Zip Code)
Executive Offices)

Registrant's telephone number, including area code: (914) 777-3600

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12 (g) of the Act:



             Common Stock, par value $.0001 per share
                         (Title of Class)
                                 
                                 
                                 
                                 
     Indicate by check mark whether the Registrant (1) has filed all reports
     required to be filed by Sections 13 or 15 (d) of the Securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
     that the Registrant was required to file such reports), and (2) has been
     subject to such filing requirements for the past 90 days. Yes X    No

     Indicate by check mark if disclosure of delinquent filers pursuant to
     Item 405 of the Regulation S-B is not contained in this form, and no
     disclosure will be contained, to the best of registrant's knowledge, in
     definitive proxy or information statements incorporated by reference in
     Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

     Issuer's revenues for its most recent fiscal year were $411,000.

     The aggregate market value of the voting stock held by non-affiliates of
     the Registrant, computed by reference to the closing price of such stock
     as of March 14, 1997, was approximately $6,466,125.

     Number of shares outstanding of the issuer's common stock, as of March 14,
     1997 was 3,603,000.

     Documents Incorporated By Reference: None
                                 
                                 
                             PART I

Item 1.   BUSINESS

General

       Ecomat,  Inc.  (the "Company" or "Ecomat")  is  a Delaware
corporation that has been formed  to  develop  the Ecomat concept
nationally  and  internationally  which, management believes,  provided
the  first  environmentally sound solution to current dry cleaning methods
in the United States and is currently the only franchisor of this concept.
As  of  December 31, 1996 Ecomat had three subsidiaries (in addition to a
company-owned satellite facility):

           1. 8th Street Laundromat, Inc. ("8th Street"),  a company
              owned store at 140 West 72 St. New York City;

           2. Ecoclean Systems International, Ltd. ("Ecoclean Systems"), a
              Company  owned  store at 147  Palmer  Avenue, Mamaroneck,
              New York; and

           3. Ecofranchising, Inc. ("Ecofranchising"),  the franchisor of the
              Ecomat concept.

      8th  Street  is  a  full-service Ecomat  cleaners  and
laundromat  which opened on October 24, 1993.  The  facility
has  served  as  the  base  for the Company's  research  and
development program since 1993. New methods of wet cleaning,
water recycling, and automated machine monitoring have  been
advanced by the Company at this location. See "Research  and
Development."

      Ecoclean Systems is a full-service Ecomat cleaners and
laundromat which opened on October 14, 1995. The facility is
the  flagship store of the Company and the prototype for all
Ecomat  full-service franchises. A fully  operational  water
recycling  plant  is  in place as well  as  all  proprietary
hardware and software created by the Company for its own and
its franchisees' use.

     Ecofranchising is the franchisor of the Ecomat concept.
The Company began offering franchises in October of 1994. As
of  March  17, 1997 there were signed agreements  for  seven
cluster franchises, two in New Jersey, and one each on  Long
Island,  NY, Brooklyn, NY, Austin, TX,  Westchester  County,
NY  and  Boulder,  Co.  In addition,  there  is  one  Ecomat
self-serve  laundromat  and drop-off facility  franchise  in
Manhattan, NY. As of March 17, 1997 there were 2 Westchester
route  franchise clusters in operation (two (2) drop  sites)
and  one other facility in Huntington, Long Island. No other
facilities   under  the  cluster  agreements  are   yet   in
operation. See "Franchise Agreements."

     The  Company  was  incorporated on  December  14,  1995
pursuant to the laws of the State of Delaware.  The  Company
is  the  successor to Diaber Laundromat, Inc.,  a  New  York
corporation  ("Diaber"), which was incorporated pursuant  to
the  laws  of the State of New York on September  21,  1992.
The Company was organized to enable Diaber to merge with and
into the Company in order to effectuate a reincorporation in
the  State  of  Delaware.  Diaber merged with and  into  the
Company  on March 29, 1996.  The Company's executive offices
are located at 147 Palmer Avenue, Mamaroneck, NY 10543-3632.
The  Company's  telephone  number  is  (914)  777-3600.  The
Company  completed its initial public offering of  1,200,000
shares  of Common Stock in December 1996 pursuant to a  firm
commitment  underwritten offering.  The offering  price  was
$5.00 per share.

Recent Developments

     On February 12, 1997 the Company simultaneously entered
into  and closed on an asset purchase agreement pursuant  to
which it had acquired substantially all of the assets of The
Cleaner Image, the first 100% wet-cleaning facility  in  New
England.  The Company purchased this facility to expand  its
customer  service base to all of Fairfield  County,  CT  and
Northern Westchester County, NY.  The facility is used as  a
satellite facility.  The purchase price consisted of $65,000
and  the  issuance  of 3,000 shares of the Company's  Common
Stock.  The agreement also provides for additional issuances
of up to 12,000 shares of Common Stock if revenue  from this
location  equals $234,000 for the first year  of  operation.
The  Company assumed the obligations under the lease for the
facility in Ridgefield, CT.  See "Item 2 - Properties."

     In  addition,  the Company has signed master  franchise
development agreements in Indonesia and Malaysia /Brunei.

     The master franchisee for Indonesia is required to open
facilities  pursuant  to  a 7 year development  schedule  as
follows:  Year 1- 2 Clusters; Year 2- 3 Clusters; Year 3-  3
Clusters; Year 4- 3 Clusters; Year 5- 3 Clusters; Year 6-  5
Clusters;  and Year 7- 6 Clusters.  Each Cluster  is  for  a
minimum of 3 locations.

     The  master franchisee for Malaysia/Brunei is  required
to  open  facilities  pursuant  to  an  8  year  development
schedule as follows:  Year 1- 1 Primary Facility; Year 2-  2
Primary Facilities; Year 3- 3 Primary Facilities; Year 4-  5
Primary Facilities; Year 5- 5 Primary Facilities; Year 6-  7
Primary Facilities; Year 7- 7 Primary Facilities; and Year 8-
7 Primary Facilities.

Forward Looking Statements

     Certain information contained in this Annual Report  on
Form  10-KSB,  including,  without  limitation,  information
appearing under Part I, Item I (Business), and Part II, Item
7   (Management's  Discussion  and  Analysis  of   Financial
Condition  and  Results of Operations)  are  forward-looking
statements  (within  the  meaning  of  Section  27A  of  the
Securities  Act of 1934, as amended and Section 21E  of  the
Securities  Exchange Act of 1934, as amended).  Factors  set
forth that appear within the forward-looking statements,  or
in  the  Company's other Securities and Exchange  Commission
filings,  including its Registration Statement on Form  SB-2
dated  December  9, 1996, could affect the Company's  actual
results  and  could  cause the Company's actual  results  to
differ  materially  from  those expressed  in  any  forward-
looking statements made by, or on behalf of, the Company  in
this Annual Report on Form 10-KSB.

Industry Overview

The Commercial Laundry Industry

       In  the  first  half  of  this  century,  a  thriving
commercial   laundry   industry  conveniently   picked   up,
processed  and  delivered tons of  laundry  to  millions  of
households. It flourished because home-based laundering  was
a tedious chore that involved boiling, scrubbing on a board,
draining,  refilling,  and rinsing,  hanging  on  the  line,
ironing,  etc. With the advent of the home washer and  dryer
and  the coin-operated laundromat in the early 1950s and the
creation of wash-n-wear fabric in the 1960s, consumer demand
for  commercial  laundering declined.  There  are  now  over
30,000  coin-operated laundromats in the United States.  The
newest trend of the 1980s and 1990s has been the increase in
the  wash and fold valet service offered by many laundromats
that  can  account for as high as forty percent (40%)  of  a
laundromat's revenue depending upon location.

      Most  of  these  laundromats, however,  do  not  offer
pick-up  and delivery services. Measured in today's dollars,
the  coin-operated  laundromat industry is  approximately  a
$2.4  billion dollar industry. Management believes that  the
high cost of water in many municipalities and the exorbitant
impact of "hook-up" fees that are charged to new laundromats
based  on  the number of washers installed are  barriers  to
entry in the commercial laundry industry.

The Dry Cleaning Industry

      The  dry  cleaning industry is a remnant  of  the  old
commercial laundry industry. Dry-cleaning evolved to process
the   dressier  types  of  garments  that  were  either  too
difficult or too time consuming for people to wash or  press
themselves.  It  is  a very fragmented  industry  with  over
35,000  outlets  of  which 95% are  individually  owned  and
operated  and  98%  consist of less than  four  (4)  stores.
Hence, it is very much still a Mom and Pop industry.  It  is
characterized  by  a  high fixed cost  structure  (including
labor;  over  75%  of the costs are fixed)  and  high  labor
content  (including  management labor;  approximately  45%).
Management  believes  that these two  factors  have  induced
dry-cleaners to compete based on price in order to  increase
volume while trying to minimize labor costs. This has led to
high labor turnover rates, a lack of differentiation in  the
industry and a high level of consumer dissatisfaction.

      The most detrimental factor that adversely affects the  dry
cleaning  industry  at present is its reliance  on  the  cleaning
solvent, perchloroethylene, known as "perc" for short. Perc has a
variety of toxic effects, which have been documented primarily in
studies of dry cleaning workers and others exposed to perc on the
job.  Excessive exposure to perc can cause damage to the  central
nervous system, liver, kidneys, and the reproductive system.  The
International Agency for Research on Cancer recently reclassified
perc  as  a  "probable human carcinogen" from a  "possible  human
carcinogen."  In New York State alone, the Department  of  Health
has stated that about 170,000 state residents are exposed to high
perc  concentrations because they live in apartments near  a  dry
cleaner  or  work in a building with a dry cleaner. In  addition,
the  perc cleaning process produces contaminated wastewater  that
must  be  disposed of somewhere. Evidence strongly suggests  that
some  dry-cleaners are dumping this water into  municipal  sewers
causing Superfund issues for owners of commercial real estate and
neighboring tenants who feel the impact of contaminated sites.

     Dry-cleaning is far from a "dry" process. A traditional perc
cleaner sorts clothes by color and places them by 35 or 50  pound
loads  in  a perc machine. There are many types of perc machines;
to a lay person they look like large front-load washing machines.
Instead  of  water, the clothes are soaked in perc, which  is  an
industrial degreaser, and go through a "wash" process. The oldest
system  then requires that a person reach into the perc  machine,
pull  out  the  clothes soaked with perc and  place  them  in  an
extractor which then recaptures some of the perc to be used again
and again. The clothes are then dried in a special drier which is
vented  to  the  outside  air.  The perc  is  therefore  directly
released  into  the atmosphere. Newer machines known  as  "fourth
generation"  machines do not have this "transfer process."   They
are called "dry-to-dry" perc machines. The dry-cleaning industry,
spurred by strong environmental regulations in Europe, has  begun
to  address  the issue of perc exposure to workers and  consumers
alike.

      However, in October of 1995, the Consumers Union of  United
States,  Inc.  released a study which determined that  even  with
modern,   unvented,  dry-to-dry  perc  machines,   serious   perc
pollution  in  the apartments above dry-cleaners  still  poses  a
clear  danger to the health of the apartment dwellers. The  study
states  that  the approach currently being pursued  by  New  York
State,  requiring  all dry cleaners to install  more  modern  dry
cleaning  equipment  will improve the situation  from  the  older
equipment, but will not guarantee acceptably low perc  levels  in
the  apartments'  air. The study recommends that dry-cleaners  be
prohibited  from  operating in residential buildings  altogether,
and  that people living above a dry-cleaner get their air  tested
regularly.   In   July  1996  the  Department  of   Environmental
Conservation  of the State of New York released (for  comment  to
the  public) revisions to the "perc" dry cleaning regulations  (6
NYCR  Part  232).   On  March  19, 1997  these  regulations  were
ratified.  Such regulations require, among other things, perc dry
cleaners,  at  their own expense, to install a  spill-containment
system capable of containing 125% of the largest perc tank on the
premises, upgrade outdated machinery, post notice warnings of the
dangers of "perc" that is prepared and supplied by the Department
of Environmental Protection which must be posted in a conspicuous
location  to  inform  building tenants and/or  customers  of  the
potential  health  effects associated with  exposure  to  "perc",
construct  vapor  barriers that, at a minimum,  enclose  the  dry
cleaning  equipment, adhere to record keeping  requirements,  pay
for  semi-annual inspections and attend training sessions. A bill
that  will  phase  out "perc" dry cleaning from  all  residential
buildings  in New York City was introduced in the New  York  City
Council in May 1996.  A similar bill has been introduced in March
1997  in  the  New  York  State Legislature.  See   "Governmental
Regulation."


The Ecomat System

      Management  believes that the Ecomat  system  provided  the
first  environmentally  sound solution to  current  dry  cleaning
methods.

      Ecomat  uses  a  combination of cleaning techniques.  These
include multi-process wet cleaning methods which were studied  by
the  Environmental Protection Agency ("E.P.A.") and described  in
the   E.P.A.   report   "Multi-process   Wet-Cleaning--Cost   and
Comparison   of  Conventional  Dry-Cleaning  and  An  Alternative
Process;  U.S.  Environmental Protection Agency EPA 744-R-93-004,
September  1993."   Such study concluded that  the  wet  cleaning
process was proven to be superior to the traditional dry cleaning
method  in  the  4  of 6 areas used to compare  the  two  methods
(customer  satisfaction, cleanliness, appearance  and  odor).  It
rated  equal  to traditional dry-cleaning in the  other  2  areas
(shrinkage  and  cost). The Company has also  developed  its  own
techniques of treating particular fabrics that can be problematic
to both "dry" and "wet" cleaners alike. "Wet cleaning" as opposed
to  "dry  cleaning" is a method for deep cleaning  fabrics  using
water,  steam,  plant-based cleaning  agents  rather  than  toxic
solvents, and natural bleaching agents such as hydrogen  peroxide
rather than chlorine-based bleaches. The special techniques  that
the  Company  has developed include: the tumbling of garments  to
loosen  soil, the choice of a water-based cleaning method  (which
can  include  steaming,  steam closet, mechanical  wet  cleaning,
sink-washing, machine-washing), specialized drying with  humidity
control  and  finishing of garments with robotic steam  finishing
equipment. See "Research and Development."

      Ecomat  has achieved a significant (if not total) reduction
of  hazardous  waste  emissions when compared  to  a  traditional
dry-cleaner.   Because   of  the  Company's   cleaning   methods,
management  believes an Ecomat facility can be safely located  in
mixed  residential and commercial housing and in close  proximity
to   stores  that  sell  food.  High  concentrations  of   "perc"
contamination  have been detected especially  in  dairy  products
when a traditional dry cleaner is located next to a food store.

      Instead  of  using a perc machine, Ecomat  utilizes  a  wet
cleaning system that consists of a specialized washer and a  heat
and  humidity-sensitive dryer both of 35 or  50  pound  capacity.
With the introduction of special non-toxic cleaning products, the
Ecomat cleaner washes garments in water. Water is one of the best
known  cleaning solvents in the world. It can remove  water-based
stains such as perspiration that perc cannot because perc is only
a  degreaser. The grease-based stains are removed equally well by
the Ecomat spotting products.

       Ecomat   laundromats  use  and  will   continue   to   use
state-of-the-art,  energy and water-efficient front-load  washers
that  are  controlled by proprietary hardware and  software  that
have   been   developed  by  the  Company  for  optimal   energy,
productivity and cost efficiency.

Service, Quality and Customer Satisfaction

      Ecomat  quality service has and will continue  to  include:
personal  attention  to  the  specialized  care  needs  of   each
individualized  garment, convenient locations, easily  accessible
pick-up  and  delivery,  hours  that  cater  to  busy  schedules,
self-service and drop-off facilities, and bright attractive store
designs  which  meet  the  requirements  of  the  Americans  with
Disabilities Act.

      Customers are and will be helped by a trained and courteous
staff. Research shows that while there are low switching barriers
for  the customer, the majority of customers are not particularly
price sensitive. Management believes that this, coupled with  the
consumer's  perception  of  poor  quality  and  service  in   the
traditional  dry-cleaner, presents an opportunity for  an  Ecomat
facility   to  differentiate  itself  through  superior  customer
retention, brand name, increased revenue and decreased costs.

      Each full-service facility has and will have a coffee  bar,
televisions  and a comfortable lounge. Depending on  the  market,
Ecomat  provides and will provide recreational equipment such  as
healthful  snack vending machines and mailboxes, and  in  college
markets,  computers and printers tied into the Internet that  can
be  rented by the minute. Management believes that each  location
is a  highly desirable environment for families with small children,
college students and young professionals.

Store Configuration

      An  Ecomat store or franchise offers several configurations
for the kind of facility best suited to the location chosen:

           o  AN  ECOMAT  FULL-SERVICE  FACILITY  that  includes:
self-service coin-operated  laundromat with wash  and  fold  service,
a cleaning plant on premises  and  an  entertainment  area  that  may
include televisions and lounge, vending machines, mailboxes and
computers.

           o  AN  ECOMAT  CLEANERS that includes: wash  and  fold
service and a cleaning plant on premises.

          o  AN  ECOMAT  SATELLITE FACILITY that functions  as  a
convenient drop-off  site for both wash and fold laundry and cleaning
where wash and fold is also done on premises.

           o  AN  ECOMAT SELF-SERVICE LAUNDRY FACILITY  that  has
self-service coin-operated laundry machines and also serves as a drop-off
site for wash and fold and cleaning.

           o  AN  ECOMAT  ROUTE  FRANCHISE  that  consists  of  a
franchise operating a vehicle that is affiliated with a Ecomat cleaners
or a full service facility.

           o AN ECOMAT DROP SITE that consists of a drop-off site
for wash and fold and cleaning but where no wash and fold is  done on
premises.


Store Operations

      The  goal  of  the  Company in all its  company  owned  and
franchised  locations is to make it pleasurable for the  customer
to have clothes laundered and cleaned in an environmentally sound
way,  and  to  become the industry leader in the  laundromat  and
cleaning industries.

      In  order to achieve this goal, all stores are and will  be
required  to  adhere to the Company's standards  of  cleanliness,
service  and  quality. The Company believes  that  its  operating
systems,  store  layout  and  cluster program  (described  below)
result  in  lower operating cost, improved cleaning  quality  and
higher customer service.

Training and Development

      The Company has developed operations manuals that cover all
areas of technical and operational performance. The manuals guide
the   operator  through  garment  cleaning  techniques,  delivery
services, merchandising and promotions.

      The  Company  offers an extensive training  program  (which
includes pre-opening and post-opening training) for its staff and
its   franchisees  and  their  staffs,  including  education   of
management   in  the  operation  of  a  business.   The   Company
continually  updates all training programs and manuals  to  offer
the most up to date information available.

Targeted Marketing

     The Company's marketing programs target the delivery area of
each  store,  making  extensive use of  direct  mail  promotions,
leaflets  and  local media advertising such as  radio  and  cable
television.  The local marketing efforts include  more  effective
involvement with community oriented activities with sports teams,
schools and other organizations. The Company has produced its own
CD Rom which runs in every company owned and franchised unit. The
CD  Rom  is interactive and allows the Company to track  customer
preferences  through  direct feedback to the Company's  corporate
headquarters. The Company can then adjust its marketing based  on
these preferences.

      The  CD  Rom  includes all of the press in the  television,
radio  and  print media that has ever appeared about  Ecomat.  It
also gives the viewer a 3D tour of a full-service Ecomat facility
and  a  demonstration of the different configurations  of  Ecomat
franchises available. The Company utilizes the CD ROM at industry
and  franchise shows and allows the Company to bring  the  Ecomat
concept directly to the viewer whether it be at a meeting,  large
convention, or one-on-one encounter.

      The Company has received media coverage in television (CNN,
TBS,  CBS News, Wall Street Weekly, WBIS, WNBC, WCBS, WABC, WWOR,
WNYW, Wall Street Journal Report and Good Morning America), radio
(National  Public Radio, WABC and Bloomberg Report), and  in  the
press  (Wall Street Journal, Chicago Tribune, USA Today, Consumer
Reports, Crains New York Business, Success Magazine and  the  New
York  Times).  In addition, the Company was named in  the  top  6
picks  for  1996 by the Franchise Times (a publication  of  Crain
Communications, Inc.). The Company will continue to pursue public
relations by vigorously pursuing all media coverage.

      The Company participates in extensive public relations  and
advertising campaigns, and keeps abreast of industry  trends  and
franchisee news. The Company's corporate staff is available on  a
daily  basis for support and assistance in every aspect of  store
operations.

      The  Company  has established a home page on  the  Internet
(http://www.ecomat.com) which uses many portions of its  CD  ROM.
The  home  page  is  currently being remodeled  and  expanded  to
reflect   the  technical  advances  made  recently  in   internet
technology.  Ecomat has made available,  via  the home page, its 
Direct Clean  services  which offers convenient pick-up and 
delivery, via UPS or other carriers to  all  areas  of  the 
United States. See "Expansion  of  Ecomat System" below.

The Strategic Plan of Operations

      The  Company's objective is to develop recognition  of  the
Ecomat cleaners and laundromat concept and to maximize the  value
of   the  Company  for  its  shareholders.  To  accomplish  these
objectives, the Company intends to pursue a strategy designed  to
achieve high levels of customer satisfaction and repeat business.
The  Company  believes  it  will be  successful  in  meeting  its
objectives  through  the  opening of more  strategically  located
company  owned  stores and through expansion via  franchise  unit
sales. The Company intends to open eleven satellite locations for
each  of  its Company owned full-service facilities in  Manhattan
and  Mamaroneck,  New York in fiscal 1997. The  two  full-service
facilities  will  operate as central cleaning  plants  for  these
twenty  two (22) satellite units providing for increased  revenue
in   such  full-service  facilities  while  minimally  increasing
expenses related to such expansion. The Company intends to  build
name  brand  recognition in these two markets within a relatively
short  period  of time. In addition, the seven franchise  cluster
developments and the Ecomat self-service laundromat and  drop-off
facility franchise already sold will allow the Company to achieve
broader  recognition  through the entire area.  The  Company  has
targeted 30 markets for expansion in the United States.

     The  Company  intends  to  add a full  service  facility  in
Manhattan,   NY  to  accommodate  the  anticipated   demand   for
alternatives  to  perc  dry-cleaning establishments  due  to  the
passage  of  the  recent New York dry-cleaning regulations.   See
"Government  Regulation."  The Company will focus  its  marketing
and  advertising  towards those cleaners who  will  be  seriously
affected by such regulations. See "Conversion Franchises" below.

New Store Locations

     The Company believes that the location of an Ecomat facility
is  an essential element of success. The Company intends to focus
its  development  of the franchise program and the  expansion  of
company   owned   facilities  on  store   locations   which   are
strategically  located  in  areas  that  satisfy  the   Company's
demographic  criteria. The Company will in  the  near  term  seek
locations  for  Ecomat  facilities (for both  company  owned  and
franchises) in larger cities and college towns, in particular.


Cluster Development Program and Franchise System

      The  Company has developed a "cluster program" to  maximize
the market potential of each Company and franchised location.  In
the  "cluster  program",  the right is acquired  to  develop  one
Ecomat  full-service  facility or Ecomat cleaners  as  a  primary
location.  Over  the  first twenty four month  period  after  the
signing  of  the  development agreement by  a  franchisee,  three
additional  satellite facilities are opened which  affords  total
market saturation and economies of scale to the entire cluster. A
pick-up  and  delivery system is put in place that maximizes  the
potential of providing rapid, efficient and convenient service to
customers.

      The  Company is committed to developing a strong  franchise
system by attracting experienced operators and ensuring that each
franchisee strictly adheres to the Company's high standards.  The
Company  seeks  to attract franchisees with business  experience.
The  Company  devotes  significant  resources  to  providing  its
franchisees  with assistance in marketing, site selection,  store
design  and employee training. Franchisees are approved based  on
the applicant's business background and financial resources.

Start-up Costs

      A  full-service  facility  can cost  between  $252,103  and
$330,767;  a cleaners between $154,045 and $188,132; a  satellite
between  $50,111  and  $90,775; a drop site between  $11,250  and
$26,750;  a  route franchise between $23,300 and  $53,550  and  a
laundromat between $156,743 and $252,677.

      The  differences in facility cost are primarily due to  the
size  of  the facility and the equipment requirements. A detailed
itemization  of  all start-up costs is presented in  the  Uniform
Franchise Offering Circular ("UFOC") which is filed as an exhibit
to  the Company's Form 10-KSB. The UFOC is prepared according  to
the  format  and  presentation  required  by  the  Federal  Trade
Commission  ("FTC")  and  as  such  is  the  document  of  record
describing this "business format franchise" offered in the twenty
six  (26) states which have no "state specific" requirements. The
UFOC  is also prepared according to the requirements of (and  the
franchise  is  approved  for sale in) the  States  of  New  York,
California, Illinois, Connecticut, North Carolina and Washington.
Abbreviated registration has been filed in Texas and Florida.

Franchise Agreements

      Each franchisee must comply strictly with the Ecomat system
and  its  standards, specifications and procedures. The franchise
agreement  sets  forth  various requirements  regarding  signage,
equipment,  service, hours of operation, cleaning techniques  and
computerization.

      Under  the  Company's current standard franchise agreement,
the franchisee is required to pay, at the time of the signing  of
the  agreement,  a  non-refundable fee  of  between  $15,000  and
$36,500  depending  on  whether the franchisee  is  a  conversion
franchisee  or  a  new  franchisee of a  "cluster  program".  The
Company's standard franchise agreement provides for a term of ten
years  (with  three 5-year renewal options) and  payment  to  the
Company  of a royalty fee of 5.5% of sales. This royalty fee  can
be  reduced to 4.5% of sales when aggregate sales of $40,000  per
month  is achieved when there are multiple satellite units within
a  "cluster  program". See also "Marketing and Public  Relations"
below.  The  franchise agreements give the Company the  right  to
terminate  a  franchisee for a variety of  reasons,  including  a
franchisee's  failure to make payments when  due  or  failure  to
adhere to the Company's policies and standards.

      As of March 17, 1997 there were signed franchise agreements
for seven cluster franchises, two in New Jersey, and one each  in
Long Island, NY, Brooklyn, NY, Austin, Texas, Westchester County,
NY and Boulder, Co. In addition, there is one Ecomat self-service
laundromat  and  drop-off facility franchise  in  Manhattan,  NY.
Currently, the Westchester route franchise cluster has opened two
(2)  drop  sites (sites that consist of a drop-off site for  wash
and  fold  and  cleaning but where no wash and fold  is  done  on
premises). The route franchise consists of a franchise  operating
a  vehicle  that utilizes the Company's full service cleaner  and
laundromat  facility in Mamaroneck, NY. The  two  (2)  drop  site
locations  are  at  Diamond Corporate Park, 400 Columbus  Avenue,
Valhalla,  NY and 115 Stevens Avenue, Summit Corporate  Services,
Valhalla,  NY. The Brooklyn, NY cluster franchise has signed  its
lease  for  its  full  service  facility  (that  will  include  a
self-service coin-operated laundromat with wash and fold service,
a  cleaning plant on premises and an entertainment area that  may
include  televisions and lounge, vending machines, mailboxes  and
computers) at 837 Union Street, Brooklyn, NY. The Long Island, NY
cluster  franchise  completed construction for its  full  service
facility  at  630 New York Avenue, Huntington, NY and  opened  in
April  1997.   The self-service laundromat and drop-off  facility
franchise  in  Manhattan, NY has completed construction  of  such
facility at 60 Avenue B, New York, NY  and expects to be open  in
mid-April   1997.    For   a  discussion  of   Ecomat's   various
store/franchise configurations, see "Store Configuration."

      With  respect  to  all franchise agreements,  revenues  for
initial franchise fees are recognized on a pro rata basis  (based
on the anticipated number of facilities expected to be opened) as
facilities  are  opened  and  when all  material  obligations  or
conditions  relating  to  the agreement have  been  substantially
satisfied.

      In  addition,  the  Company  has  signed  master  franchise
development  agreements  for various parts of  Europe,  Indonesia
and Malaysia/Brunei. The master franchisee for Europe is required
to  open  facilities  pursuant to a 7 year  development  schedule
(which  includes  facilities in both core and non-core  countries
(as  defined in the master franchise agreement)) as follows: Year
1-1;  Year 2-28; Year 3-44; Year 4-50; Year 5-56; Year 6-56;  and
Year 7-56. The agreement provides that the first 18 facilities in
the  core countries must be opened within 18 months and  must  be
affiliated  with the master franchisee. Revenue from  the  master
franchise  agreement will be recognized on a pro  rata  basis  as
each  of  the anticipated facilities subject to the agreement  is
opened.  See   Part  II,  Item  12 - "Certain  Relationships  and
Related Transactions."

     The  master  franchisee for Indonesia is  required  to  open
facilities pursuant to a 7 year development schedule as  follows:
Year 1- 2 Clusters; Year 2- 3 Clusters; Year 3-  3 Clusters; Year
4- 3 Clusters; Year 5- 3 Clusters; Year 6- 5 Clusters; and Year 7-
6  Clusters.   Each  Cluster is for a  minimum  of  3  locations.
Revenue from such master franchise agreement will be

recognized  on  a  pro  rata basis as  each  of  the  anticipated
facilities subject to the agreement is opened.

     The  master  franchisee for Malaysia/Brunei is  required  to
open  facilities  pursuant to an 8 year development  schedule  as
follows:   Year  1-  1  Primary  Facility;  Year  2-  2   Primary
Facilities;  Year  3- 3 Primary Facilities;  Year  4-  5  Primary
Facilities;  Year  5- 5 Primary Facilities;  Year  6-  7  Primary
Facilities; Year 7- 7 Primary Facilities; and Year 8-  7  Primary
Facilities. Revenue from such master franchise agreement will  be
recognized  on  a  pro  rata basis as  each  of  the  anticipated
facilities subject to the agreement is opened.

Plan of Expansion

      The  Company intends on expanding its operations through  a
program  of  dry-cleaner  and/or laundromat  conversions  to  the
Ecomat  concept  as  well as direct expansion  of  the  franchise
program  and  the Ecomat system (through new construction  and/or
acquisitions).

Conversion Franchises

      For an existing dry-cleaner or laundromat owner, conversion
to an Ecomat franchise may be the answer to the ongoing viability
of  their  business, particularly due to the  new  stringent  dry
cleaning  regulations  (See "Government Regulation"  below).  The
Company  addresses through its franchise system the  impact  that
environmental issues such as perc and water and sewage usage  are
having on these businesses. Management believes that through  the
Company's  extensive research and development, Ecomat franchisees
and  company-owned stores will be the leaders  in  the  field  of
energy  conservation  and  water-saving technologies  which  will
allow for the stores to operate in a cost-effective manner unlike
their  competitors. Through the Company's growth in the past  two
years,  the  dry  cleaning community is, in management's  belief,
well  aware of the alternative to perc. While at first skeptical,
there  has  been growing acceptance of wet-cleaning as  a  viable
alternative to perc-based methods. The Company intends to  launch
a  marketing campaign as part of its business plan to reach  this
conversion market.

      The  cost  for  such a conversion ranges  from  $24,000  to
$64,000  depending  upon the equipment, store  configuration  and
other   factors.   The  Company  will  offer  special   financial
consideration  for conversion franchisees in terms  of  franchise
and royalty fees. They are required to pay a royalty fee of 2.75%
of  sales  for the first six months and thereafter 5.5% of  sales
(which  is  reduced to 4.5% when aggregate sales of  $40,000  per
month  is  achieved, as in the case of a regular  franchise.  See
"Franchise   Agreements"  above).   The  Company   is   currently
targeting for conversion the 900 perc dry-cleaners in residential
buildings  in New York City, by direct mail, direct  contact  and
media advertising.

Expansion of Ecomat System

      In  addition  to  the three Company-owned  facilities,  the
Company  has  sold to date  seven cluster franchises  which  will
consist  of  33  facilities  and one single  laundromat  drop-off
franchise. See "Franchise Agreements" above.

       The  Company  anticipates  that  agreements  relating   to
approximately eleven cluster franchises will be reached in fiscal
1997.  No assurances, however, can be made that the Company  will
achieve such results in this time frame, or ever.

     The Company believes that the location of an Ecomat facility
is  an  essential  element  of success.  Therefore,  the  Company
intends  to  focus  its development of the franchise  program  on
store  locations which are strategically located within  targeted
areas.  The  site selection process involves an evaluation  of  a
variety  of  factors, including demographics (such as  population
density);  specific  site characteristics  (such  as  visibility,
accessibility, and traffic volume); proximity to activity centers
(such as office or retail shopping districts and apartment, hotel
and  office complexes); competition in the area; construction  or
renovation  costs,  and lease terms and conditions.  The  Company
will  inspect and approve proposed sites for each Ecomat facility
prior  to  the execution of a franchise agreement or  lease.  All
sites  are generally subject to the approval of a local  planning
board, which approval can take approximately three months.

      The  Company  believes that airports,  train  stations  and
hotels  would be excellent sites for Ecomat satellite facilities.
The  Company  has  created  a program  ("Direct  Clean  Service")
utilizing  United Parcel Service ("UPS") wherein a prefabricated,
collapsible  valet  case is shipped to customers  ("Direct  Clean
Customers")  where no Ecomat facility exists.  An  Ecomat  Direct
Clean  Customer  may then ship his/her garments  to  the  nearest
Ecomat  cleaning  facility (including the Company's  franchisees)
and  then have it delivered to his/her home or office at no extra
charge  for  shipping  and handling. At February  28,  1997,  the
Company currently had  288 regular Direct Clean Customers located
throughout the United States.

Suppliers and Manufacturers of Material

      The Company plans to buy equipment from Unimac, Speed Queen
and  Huebsch  which are divisions of Raytheon, Inc.  The  Company
also  has  oral  agreements with VeitGMBH and Highsteam  Systems,
Inc.  to purchase specialized finishing equipment and with  Seitz
Chemicals GMBH to purchase special cleaning products. The Company
is  not dependent upon any one single supplier and believes that,
if  any  relationship  with  any such  supplier  terminates,  the
Company will be able to purchase such materials elsewhere at  the
same prices.


Marketing and Public Relations

      The  Company  is currently in the process of expanding  its
franchise  sales  program.  In  January 1996, a new  position  of
Vice  President of Franchise Sales and Marketing was  created  to
facilitate  the  Company's expansion plans. See "Management".   A
new franchise sales representative was hired in February 1997  to
augment  the  Company's anticipated franchise sales  growth.  The
Company  currently markets in local media and at franchise  sales
shows,  and  has  developed a site on  the  Internet  which  also
markets the Ecomat/UPS Direct Clean service.


      The  franchise agreement provides that each franchisee must
contribute a monthly advertising and promotion fee of 3%  of  its
net  sales to a fund administered by the Company to be  used  for
advertising, sales promotion and public relations. The Company is
responsible  for  using the proceeds of the advertising  fund  to
develop   and   implement  advertising  and  promotional   plans,
materials  and  activities on behalf of the Ecomat facilities  in
the franchise program. See "Targeted Marketing."

Competition

      As  of December 31, 1996 management was only aware of  four
(4)  100% wet cleaning stores in the United States that  are  not
Ecomat  facilities, two (2) of which were sponsored by the E.P.A.
The  first  is  called The Greener Cleaner in  Chicago,  Illinois
(which is no longer sponsored by the E.PA.). The second is called
Cleaner by Nature which opened in Los Angeles in 1996. It  serves
as  a  demonstration site to disseminate information  about  wet-
cleaning  and  to counter the negative publicity  that  the  dry-
cleaning industry's trade associations are attempting to give its
members  on alternatives to perc-cleaning. The third wet-cleaner,
The  Cleaner  Image, a small cleaners in Ridgefield,  Connecticut
which  opened  in 1995 was purchased by the Company  in  February
1997.   See  "Recent  Developments"  above.  The  fourth,  called
Envirotech,  is  a  small cleaners in Larchmont,  NY.  While  the
Company welcomes the assistance the U.S. government is giving  to
alternative methods of dry-cleaning, the Company feels  that  the
Ecomat  system  by the nature of its being a for-profit  business
not dependent on government funding will be the driving force  in
changing the face of the dry cleaning industry. In addition,  the
other   wet   cleaners   have  as  their  sole   profit   center,
wet-cleaning, while an Ecomat facility has a multitude of  profit
centers such as wash and fold, self-service, etc.

       Management  believes  that  at  this  time  there  is   no
competition   for  an  environmentally  friendly   cleaners   and
laundromat   franchise.  There  are,  however,  traditional   dry
cleaning/laundromat  franchises  such  as  Dryclean  USA,   Eagle
Cleaners, One Hour Martinizing and Duds n' Suds.

      Despite  these  attempts at franchising, the  dry  cleaning
industry  remains  very fragmented. Of over 35,000  dry  cleaners
currently in the U.S.A., 95% are individually owned and operated;
98%  consist of less than 4 stores. Franchising efforts have been
mediocre.   One  Hour  Martinizing,  the  largest  dry   cleaning
franchisor in the U.S., has declined from 5,000 units in 1975  to
856  units  in  1995. Management believes that  this  decline  is
largely  due  to  three  factors:  poor  franchisor  support,  an
industry   shake-out  in  the  1970's  that  resulted  from   the
popularity   of   synthetic  fibers,  and  the  bankruptcies   of
franchisees. DryClean USA, reached 212 franchises by 1990. Unlike
One  Hour Martinizing, which has no company stores, DryClean  USA
owned and operated 350 company stores itself in 1995.

       In  general,  a  trend  toward  geographic-area  dominance
displayed in service industries such as banking, drug stores  and
supermarkets  has not yet occurred in the dry cleaning  industry.
Therefore,  the  goal  of  geographic  dominance  by  the  Ecomat
franchise has been addressed via the "cluster program."


      The  Company  believes that the Ecomat concept  provides  a
competitive advantage over traditional perc-cleaner franchises in
that many of the approved equipment vendors for the Company offer
favorable  financing to Ecomat franchisees due to  the  Company's
arrangement as a national franchise dealer of such equipment.  An
additional  benefit  to an Ecomat franchise is  that  loans  that
would  not normally be made to a traditional dry-cleaner  because
of  the  use of perc may be made to an Ecomat franchisee.  Fannie
Mae,  Freddie Mac and the Small Business Administration all  have
stringent disclosure requirements to businesses requesting  loans
that  may have negative environmental effects on the real  estate
in  which  the  business  is housed. Such negative  environmental
issues do not arise with an Ecomat franchise.

Governmental Regulation

     Government agencies responsible for protecting public health
at  the  local,  state,  and  federal  levels  have  all  clearly
recognized  that perc pollution from dry cleaners  represents  an
important  environmental health problem. Each level of government
has the jurisdiction to address the problem.

      On  the  Federal  level, in 1993, the  U.S.  EPA  issued  a
regulation  covering  the  dry cleaning  industry.  However,  the
regulation  exempts  all  but  the  largest   dry  cleaners  from
requirements  to  make equipment improvements that  would  reduce
perc  emissions. The majority of cleaners--small operations--were
required to take only minor steps such as repairing leaks quickly
and   keeping  better  records.  By  1993,  hearings  about  perc
emissions in residential buildings were held and the EPA promised
to  address the issue in future regulation but has not  yet  done
so.  Instead, the EPA funded studies in Chicago to test a variety
of methods to provide an alternative to perc. See "Competition."

     On the State level in New York, two agencies, the Department
of   Health   ('NYSDOH')  and  the  Department  of  Environmental
Conservation  ('NYSDEC') have the authority to address  the  perc
problem. The 1991 study by NYSDOH which measured  perc levels  in
apartments  above  dry-cleaners was  the  first  major  study  to
document  this  hazard. However, the NYSDOH has deferred  to  the
NYSDEC  which  in turn has focused on developing new  regulations
for  the  dry cleaning industry that is being watched nationwide.
In  July  1996  the NYSDEC released (for comment to  the  public)
revisions  to  the "perc" dry cleaning regulations (6  NYCR  Part
232).  On March 19, 1997, these regulations were ratified.   Such
regulations  require, among other things, perc dry  cleaners,  at
their  own expense, to install a spill-containment system capable
of  containing  125% of the largest perc tank  on  the  premises,
upgrade  outdated machinery, post notice warnings of the  dangers
of  "perc"  that  is prepared and supplied by the  Department  of
Environmental  Protection which must be posted in  a  conspicuous
location  to  inform  building tenants and/or  customers  of  the
potential  health  effects associated  with  exposure  to  "perc"
construct  vapor  barriers that, at a minimum,  enclose  the  dry
cleaning  equipment, adhere to record keeping  requirements,  pay
for semi-annual inspections and attend training sessions.

      On  the  local  level, two agencies of the  New  York  City
government, the Health Department (NYCDOH) and the Department  of
Environmental  Protection (NYCDEP) also have  some  authority  to
deal  with  the  perc issue. All New York City dry-cleaners  must
have a permit to operate from the NYCDEP, which enforces the  NYC
Air  Pollution Control Code. NYCDEP can also cite a  cleaner  for
violating  the  NYC  Air Pollution Code if  it  creates  an  odor
problem.  During  1993,  NYCDOH  inspected  133  dry-cleaners  in
response to citizen complaints and shut down 63 of them.  A  bill
that  will  phase  out "perc" dry cleaning from  all  residential
buildings  in New York City was introduced in the New  York  City
Council in May 1996.  A similar bill has been introduced in March
1997  in  the  New York State Legislature. If such regulation  is
passed, all dry-cleaners in New York City with "perc" machines in
residential  apartment buildings will be required to remove  such
equipment over a two (2) year period.


      Currently,  groups such as the Consumers  Union  and  Unite
(formerly the Amalgamated Textile Workers Union) are lobbying  to
change  the building code in New York City to prohibit perc-based
dry  cleaning  equipment in residential buildings.  Other  states
such  as  California  and Massachusetts have  legislation  before
their State Assemblies demanding the total banning of the use  of
perc by dry cleaners. Management believes that the next few years
will  be  very  significant in the future  of  the  dry  cleaning
industry.  Management also believes that all  interested  parties
will be watching the activities of the Company very carefully  as
the  potential to change the industry is great and appears to  be
imminent.

      Since  the Company's operations do not include the  use  of
perc,  management believes that its facilities are subject to  no
special governmental regulations whatsoever. Normal building code
procedures  for filing building plans and obtaining plumbing  and
electrical  permits, compliance with fire and  safety  rules  and
water  usage  are  the  extent to which  Ecomat  facilities  must
comply,  all  within the bounds of appropriate zoning  rules  and
regulations.  This  fact  alone  gives  the  Company  a  distinct
advantage over traditional perc cleaners.

Research and Development

     The Company has developed a proprietary computerized control
system  for  monitoring the operation of all washers, dryers  and
extractors in an Ecomat facility. The system consists of up to 99
microprocessor-based  unit controllers, a PC-based  central  site
controller  and  software which runs them. Unit  controllers  are
installed  in each washer and dryer, and connected (in chain)  to
each  other  and  to the site controller (central computer)  with
ordinary   phone   wire.  These  controllers  collect   all   the
information about operation of their machines, such as number  of
cycles  run, amount of money collected, possible error conditions
(clogged  valves  or  drains,  tampering  etc.)  and  send   this
information to the central computer, where it is presented on the
screen  and recorded on the disk. The computer screen  will  show
present  status  of  each  machine (on/off,  running,  available,
error),  indicated by color-coded entries in the "STATUS" window,
display recent events, which a user can scroll up and down in the
"EVENT LOG" window, and provide an area for the operator input in
the  "INPUT"  window. The information entered in this  window  is
transmitted  to the appropriate unit controller and  recorded  in
its  memory. Using this function, operators can set various cycle
options   if  they  are  allowed  by  the  machine  used   (water
temperature,  cycle  length etc.), set  the  number  of  quarters
required  to run each particular machine or a group of  machines,
etc.  Operators  also can start any machine from their  keyboard,
which   allows   for  'coinless'  operation  of  a   self-service
laundromat; instead of changing the bills and using quarters  for
every  wash, customers just pay the attendant, and the  attendant
starts  the appropriate machines from his keyboard. Configuration
with an automatic card reader, which accepts proprietary or major
credit or debit card as a payment for self-service operations  is
also possible. The system provides full information on all starts
made  by  the attendants, so the owner can verify it against  the
amount  of  wash-and-fold business conducted  during  that  given
period of time, to insure efficient operation.

      Franchises  are and will be equipped with a custom-designed
point  of  sale  ("POS")  and accounting system.  The  system  is
interconnected into a network IBM-compatible personal computers
and is expandable to accommodate as many POS  terminals
(registers) and accounting computers as a store may need. The POS
system  has all information required to complete the sale (items,
prices,  payment  types, discounts etc.) pre-programmed,  so  the
clerks  only need a minimal training to successfully operate  the
register.  It  is  flexible enough to handle cash,  credit  card,
pre-paid,  paid on pickup and Net 30-type payments, split  sales,
promotional  items,  pre-set price matrixes  and  other  advanced
operations,   and   includes   many   laundromat/cleaner-specific
functions, such as automatically generated driver's log,  tagging
of the garments etc.

      The system produces all vital reports necessary to evaluate
the performance of the business, reconcile the cash registers and
insure efficient use of the  labor force. Customer information is
also  accumulated  and can be used for mailings,  promotions  and
other  purposes.  The program has outstanding security  features,
including  multi-level password protection and audit trails.  All
information from POS operations is automatically transferred  for
further  processing into the accounting part of the  system.  The
accounting part is a complete double entry, accrual-based modular
system  capable of automating all  financial operations within  a
store. Included are general ledger, accounts receivable, accounts
payable,  purchasing, inventory control and payroll  modules,  as
well  as  system maintenance files and utilities. The information
posted to the ledgers from POS operations, as well as entered  in
all  other  modules  is processed to produce a  wide  variety  of
reports,  which are pre-programmed to assure that owners  receive
all the information necessary to successfully run their business.
An  owner  can also easily design custom reports to suit  his/her
specific needs.

      The  entire computer network is easily accessible via modem
from  any  remote  location,  such  as  a  central  office  of  a
multi-store  business,  for  monitoring  of  the  operations  and
downloading  any  required  information.  The  network  is   also
protected  by a tape back-up system, to prevent loss of important
data in case of an accident or a hardware failure.

      The Ecomat system began by using multi-process wet cleaning
methods which were studied by the Environmental Protection Agency
("E.P.A.")  and  described  in the E.P.A.  report  "Multi-process
Wet-Cleaning--Cost  and  Comparison of Conventional  Dry-Cleaning
and  An Alternative Process; U.S. Environmental Protection Agency
EPA  744-R-93-004, September 1993." Such study concluded that the
wet cleaning process was proven to be superior to the traditional
dry  cleaning method in the 4 of 6 areas used to compare the  two
methods  (customer  satisfaction,  cleanliness,  appearance   and
odor). It rated equal to traditional dry-cleaning in the other  2
areas  (shrinkage and cost). The Company has also  developed  its
own  techniques  of  treating  particular  fabrics  that  can  be
problematic  to  both  "dry"  and  "wet"  cleaners  alike.   "Wet
cleaning"  as  opposed to "dry cleaning" is  a  method  for  deep
cleaning fabrics using water, steam, plant-based cleaning  agents
rather than toxic solvents, and natural bleaching agents such  as
hydrogen  peroxide  rather  than  chlorine-based  bleaches.   The
special  techniques that the Company has developed  include:  the
tumbling  of garments to loosen soil, the choice of a water-based
cleaning  method  (which  can  include  steaming,  steam  closet,
mechanical    wet   cleaning,   sink-washing,   machine-washing),
specialized  drying  with  humidity  control  and  finishing   of
garments with robotic steam finishing equipment. Instead of using
a  perc  machine,  Ecomat  utilizes a wet  cleaning  system  that
consists    of   a   specialized   washer   and   a   heat    and
humidity-sensitive  dryer both of 35 or 50 pound  capacity.  With
the  introduction  of  special non-toxic cleaning  products,  the
Ecomat  cleaner  washes  garments in  water.  All  of  the  above
techniques  have  been  developed  by  Ecomat.  The  Company  has
developed computer programs and manual methods of such techniques
for training of its employees and franchisees.

      In  January,  1997, the Company received  a  matching-funds
grant  from New York State Energy Research and Development Agency
("NYSERDA")  in  the  amount of approximately  $118,000  for  the
continued research and development of the Company's unique  water
recycling system.

      The Company expended $40,000 in 1995 in connection with the
purchase  of water recycling components. The Company  expects  to
spend funds of approximately $118,000 for the further development
of  the  Ecomat water recycling system.  The Company  expects  to
spend   an   additional   $172,000  for  research   relating   to
cogeneration, passive heat exchange, solar energy for heating hot
water,  all  of which contribute to energy savings and reductions
and smart card technology and as described below:

          o  A typical cogeneration system consists of an internal
             combustion engine that drives an electric power generator
             which serves as a power source for all or a part of the
             equipment in a facility. Regular natural gas service is
             used as a fuel source for the engine. Use of these units
             can result in significant savings on electric bills in many
             localities, particularly because  this setup eliminates
             high  "demand rates" assessed by many utilities  for
             peak usage of power. Besides being a cost-effective
             alternative to conventional power,  cogenerators also benefit
             the  environment, since clean natural  gas  is  used  as a
             source  of  energy.  In addition to providing electric power
             for the equipment, it can be used as a source of hot water
             for space heating in cold areas, or can run air conditioners in
             the hot ones.

           o Passive  heat exchange is a method of  heating  the substance
            (such as water  or the air) by bringing it into contact  with
             similar substances that have higher initial temperature.  In
             the Company's application,  this method could be used  to preheat
             water needed for laundromat  and cleaning process by  circulating
             it through the exchanger  where the heat from the used (hot) water
             would be transferred to clean (cold) water. This clean  water
             would then be directed  to  the  second  stage,  where  additional
             heating by conventional methods would be done in order for the
             water to reach required temperature.   This strategy allows
             significant energy savings because it lowers the amount of energy
             needed to be produced by conventional water heaters.
     
           o Solar thermal systems are currently being investigated to
             supplement heat  and  hot  water  needs  through  installation
             of collectors to absorb the sun's  radiant energy which is
             converted to heat water. Solar energy use is another alternative
             for lowering the energy consumption  in producing hot water for
             cleaning processes. It is  similar  in principle to heat exchange,
             except the energy of the  sun  is  used  instead of, or  in
             addition to, recouping the energy of used water. The Company is
             currently investigating  the  feasability of "sun-pipes"  to
             increase natural day light throughout the facility.

           o Smart  Cards  is a new generation  of  'stored value' cards, which
             are similar  in  its usage to the debit  cards.  In 'stored value'
             application, consumers can buy a card that has a certain amount of
             money  pre-recorded on the card and use  it  as cash at the
             locations that  accept  this card. This setup  eliminates time and
             expenses of on-line  verification needed for processing  of debit
             card transactions, and does not require the consumer to establish a
             relationship  with the banking  institution  in order to obtain the
             card. When the value of the card is used up, the card can be
             recharged by recording additional amounts at any 'add value'
             machine. The enhancement provided by smart card technology is in
             the fact that the amount of money stored in the card is recorded
             on the microchip embedded in the card, as opposed to it being
             recorded on a magnetic  stripe.  This  technology   provides
             dramatically higher security  and  reliability  compared to the
             magnetic card. Ecomat is planning to outfit all of its laundromats
             with smart card readers, and will use this card to enhance its
             pickup and delivery operations and prepaid account program.
             The first installation  is expected in May 1997 at a franchisee
             location.

      In  November of 1995, the Company became a participant
in  Climate  Wise,  a program administered  jointly  by  the
E.P.A.,  Department  of  Energy  and  Business  for   Social
Responsibility.  The Company has undergone an  environmental
audit  and  has  agreed  to  participate  in  reducing   all
polluting  emissions and utilizing the highest energy-saving
systems in its operations. Keith Emerson, Vice President  of
Franchise  Sales  and  Marketing of the  Company,  has  been
appointed to the steering committee of Climate Wise.


Intellectual Property

      Other than set forth below, the Company currently does
not  have  any  patent, trademark or copyright  applications
pending.  However,  the Company may file patent,  trademarks
and  copyright  applications  relating  to  certain  of  the
Company's processes and products. Except as may be  required
by   the   filing   of  patent,  trademark   and   copyright
applications,  the Company will attempt to  keep  all  other
proprietary information secret and to take such  actions  as
may  be  necessary to insure the results of its  development
activities  are  not disclosed and are protected  under  the
common law concerning trade secrets. Such steps will include
the  execution  of nondisclosure agreements by  key  Company
personnel and may also include the imposition of restrictive
agreements  on  purchasers  of the  Company's  products  and
services, including franchisees.

      The  Company applied for registration of its  Ecoclean
servicemark (U.S. Trademark Application No. 74/515,635)  and
Ecomat   service   mark  (U.S.  Trademark  Application   No.
74,515,480) and has received notices of allowance  from  the
U.S. Patent and Trademark Office. An extension of the filing
for the statement of use for the first of such service marks
has  been filed.  A statement of use for the second of  such
service marks has been filed and accepted.  In addition, the
Company  has  been  granted trademark  registration  of  its
Ecomat and Design service mark (U.S. Trademark  Registration
No.  2,014,906)  and  registration  of  The  Cleaner  Choice
service mark (U.S. Trademark Registration No. 2,009,581). In
connection with the Company's purchase of substantially  all
of   the   assets  of  Clean  Living,  Inc.   (See   "Recent
Developments" above), the Company was assigned the rights to
The  Cleaner Image service mark, including the corresponding
U.S.  Trademark  Application  No.  74/702,0241,  which   has
received a notice of allowance;  a statement of use for such
service  mark was filed in February 1997.  No assurance  can
be  given  that  the Company will be granted such  trademark
protection.  The  Company has also applied  for  its  Ecomat
trademark with the Office for Harmonization in the  Internal
Market  (European  Community Trademark office)  (Application
No. 164,772).

Employees

    As  of  December  31,  1996,  the  Company  employed  29
persons  of  whom  22  were  store  employees,  and  7  were
corporate personnel. Many store employees work part-time and
most  are  paid  on an hourly basis. None of  the  Company's
employees are covered by a collective bargaining agreement.

Item 2.  PROPERTIES.

    The  Company  (through Ecofranchising,  its  subsidiary)
leases  approximately  10,000  square  feet  at  147  Palmer
Avenue,  Mamaroneck, NY 10543-3632 which consists  of  5,000
square  feet  for  its flagship store and prototype  of  all
Ecomat full-service franchises and 5,000 square feet for its
executive  offices. The lease term commenced  on  March  15,
1995  and  expires  on  March 14, 2005.  The  annual  rental
increases  each  year from $112,500 in  the  first  year  to
$146,787 in the last year of the term. The Company  has  the
option  to  extend  the term for one 5  year  period.  Total
rental  expense for the years ended December  31,  1995  and
1996 was $128,000 and $134,000, respectively.

      The  Company (through 8th St., its subsidiary)  leases
approximately 2,500 square feet at 140 West 72nd Street, New
York,  NY  which houses a full-service  Ecomat cleaners  and
laundromat.  The lease term commenced on May  28,  1993  and
expires  on  May 31, 2003. The annual rental increases  from
$21,000 in the first  year to $62,700 in the third year  and
thereafter is increased by 4.5% each subsequent year.  Total
rental  expense for the years ended December  31,  1995  and
1996 were $63,930 and $81,718, respectively.

      The  Company  (through Ecoclean Systems International,
Ltd., its subsidiary) leases approximately 1,000 square feet
at  1491 Weaver Street, Scarsdale, NY which houses an Ecomat
satellite facility. Such lease is on a month-to-month basis.
The monthly rent is $1,000. The Company is in the process of
relocating  this facility to another location in  Scarsdale,
NY.

    In  connection  with  the  acquisition  of  The  Cleaner
Image,  the  Company (through  a subsidiary) now leases  800
square feet located at 457 Main Street, Ridgefield, CT.  The
facilities  are used as a satellite store.  The  lease  term
expires June 30, 2000.  The annual rent is currently $25,000
and  may  increase to $29,172.15 in the final year  of  such
lease.

Item 3.  LEGAL PROCEEDINGS

    The  Company  is  not  a  party  to  any  litigation  or
governmental  proceedings  that  management  believes  would
result  in  judgements or fines that would have  a  material
adverse effect on the Company.

Item  4.   SUBMISSION  OF  MATTERS TO  A  VOTE  OF  SECURITY
HOLDERS.

      There  have been no matters which have been  submitted
to a vote of the Company's securityholders.
      
                          PART II

Item  5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

    The  Company's  Common Stock commenced  trading  on  the
Nasdaq  SmallCap  Market on December 10,  1996.  The  Common
Stock  is regularly quoted and traded on the Nasdaq SmallCap
Market under the symbol ECMT.

    The following table sets forth the range of high and low
bid quotations for the Company's Common Stock for the period
December  10,  1996 through December 31,1996 and  the  first
quarter  (January 1 - March 31) of 1997 as reported  by  the
Nasdaq  SmallCap  Market. The quotes represent  inter-dealer
prices   without  adjustment  or  mark-ups,  mark-downs   or
commissions   and  may  not  necessarily  represent   actual
transactions.   The trading volume of the  Company's  Common
Stock  fluctuates and may be limited during certain periods.
As  a  result, the liquidity of an investment in the  Common
Stock may be adversely affected.
    
     1996 Calendar Year
                                              High      Low
     December 10 - December 31,1996          6 5/8         5

     1997 Calendar Year

     January 1 - March 31                    5 7/8         5


    On  March 31, 1997 the closing price of the Common Stock
as  reported on the Nasdaq SmallCap Market was $5 7/8. As of
March  31, 1997 there  were 3,603,000 shares of Common Stock
outstanding,  held  of  record by  approximately  22  record
holders.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

    Ecomat,  Inc.,  is a Delaware corporation  ("Ecomat"  or
the  "Company") that has been formed to develop  the  Ecomat
concept  nationally  and internationally  which,  management
believes, provided the first environmentally sound  solution
to  current dry cleaning methods in the United States and is
currently  the  only  franchiser of  this  concept.   Ecomat
currently  has  four Company-owned facilities  in  New  York
City, Mamaroneck, NY, Scarsdale, NY and Ridgefield, CT.

    There  are  currently  signed franchise  agreements  for
seven cluster franchises, two in New Jersey, and one each in
Long  Island,  NY,  Brooklyn, NY, Austin, TX  ,  Westchester
County, NY and Boulder, Co. In addition, there is one Ecomat
self-service  laundromat and drop-off facility franchise  in
Manhattan, NY. As of March 31, 1997 there were 2 Westchester
route  franchise clusters in operation (two (2) drop  sites)
and  one other facility in Huntington, Long Island. No other
facilities   under  the  cluster  agreements  are   yet   in
operation.  In addition, the Company has three signed master
franchise  agreements for various parts of Europe, Indonesia
and Malaysia/Brunei.

Results of Operations

Fiscal Year Ended December 31, 1996 compared to the Year Ended
December 31, 1995

    Revenues.   The  Company  had revenues  for  the  year  ended
December  31,  1996  consisting of income from the  Company-owned
stores totaling approximately $411,000 and approximately $196,000
for  the year ended December 31, 1995. Revenues generated to date
have  not  been sufficient to cover facilities costs of producing
such  revenues.  The amount of  revenues required to cover  fixed
facilities  costs continues to vary by location.  The  amount  is
dependent  on  market factors such as rental, payroll,  utilities
and   similar   operating  costs.   For  the  Company's   current
facilities,  management  believes that  the  amount  of  revenues
required  to  cover the fixed facilities costs at the  Mamaroneck
store  and 8th Street store are approximately $300,000  for  each
location.  Management anticipates operations  for  Mamaroneck  to
reach  break-even by December 31, 1997 or sooner.  The 8th Street
store experienced a loss in the fourth quarter.  Management is in
the process of making personnel changes and expects the store  to
return to break-even during 1997.  The Company intends to acquire
a  larger  full-service  facility in Manhattan  in  1997  and  to
convert the 72nd St. facility to a satellite location.

    The   increase   in   cleaning   and   laundry   revenue   of
approximately $215,000 or 110% principally was due  to  increased
volume  associated with the revenue generated from the Mamaroneck
store,  which  opened in October 1995. The revenue  generated  in
1996  from  the  Mamaroneck store totaled approximately  $162,000
compared  to $20,000 in 1995.   The revenue from the  8th  Street
store  increased from approximately $175,000 in 1995 to  $248,000
in 1996.

    At  December  31, 1996 the Company has recorded approximately
$373,000  of  deferred franchise revenue relating  to  franchises
sold  by  the  Company through December 31, 1996.   The  deferred
franchise  fees,  net of the $92,000 franchise  fees  receivable,
have  been collected.  Two franchise sites have opened and $4,085
has   been   recognized  as  income.   This  includes   franchise
development fees of $3,750 and the balance consists of royalties.

    Facilities  Operating Costs.  The costs  of  cleaning/laundry
facilities increased from $337,000 in 1995 to $579,000 in 1996 or
172%.  This increase is primarily due to new costs from operating
the  Mamaroneck facility including supplies, rent, utilities  and
payroll costs amounting to $322,000.

    Advertising  and Promotion-Franchise Sales.  Advertising  and
promotion  expenses  decreased from $101,000 to  $57,000  or  44%
from  1995  to  1996.   This was due to the fact  that  the  1995
expenditures  for  CD-ROM production, which  is  used  for  trade
shows,  did  not  recur  in  1996.  Those  expenses  amounted  to
approximately   $50,000  in  1995.   The   Company   expects   to
significantly increase its advertising efforts in 1997.

    General  and Administrative Expenses.  The Company's  general
and  administrative expenses increased from $757,000 to  $805,000
or 6% from December 31, 1995 to December 31, 1996.  This increase
is  primarily  due to the increase in compensation  expense  from
$261,000  to  $332,000  or 27% from 1995 to  1996.   Compensation
expense  increased principally due to the following reasons:  (i)
increases under certain employment agreements and (ii) the hiring
of  the Vice President of Franchise Sales. It is expected that in
1997  compensation  will  increase as additional  management  and
franchise  personnel are hired.  Rent expense  (other  than  rent
relating   to   cleaning/laundry  facilities   described   above)
decreased  from approximately $107,000 to $77,000  from  1995  to
1996.  This  decrease can be attributed to the  allocation  of  a
significant portion of rent towards the Mamaroneck store facility
throughout  1996.  This allocation was lower in  1995,  when  the
utilization  of  space  for cleaning  purposes  was  lower.   The
Company  accounts for rent expense on a straight line basis  over
the  respective terms of the Company's leases. The excess of  the
rent  expense  over the required lease payment  is  reflected  as
deferred  rent payable on the Company's balance sheet at December
31, 1996 and 1995.

    Interest   Expense.    Interest   expense   increased    from
approximately  $30,000 to $96,000 principally due  to  two  notes
payable  in  1996  and generally higher average outstanding  note
payable balances throughout 1996 as compared to 1995.  One of the
notes, amounting to $290,000, was paid in full in December  1996.
In  January 1997 the Company paid $1,000,000 of principal for the
note  payable  to  the majority shareholder.  Management  expects
that interest expense shall decrease in 1997 as a result of these
reductions in the amount of outstanding debt.

    Net  Loss.  The net loss of the Company was $1,253,000 ($0.51
per  share)  for the year ended December 31, 1996 and  $1,119,000
($0.47  per  share) for the year ended December  31,  1995.   The
Company  expects to incur continuing losses until it is  able  to
generate adequate revenue from franchise sales and/or substantial
revenues from the Company-owned stores.

Results of Operations

Fiscal  Year Ended December 31, 1995 compared to the  year  Ended
December 31, 1994

  Revenues.   The  Company  had  revenues  for  the  year   ended
December  31,  1995  consisting of income from the  Company-owned
stores totaling approximately $196,000 and approximately $147,000
for the year ended December 31, 1994.  Revenues generated to date
have  not  been sufficient to cover facilities costs of producing
such  revenues.  The amount of revenues required to  cover  fixed
facilities costs varies by location.  The amount is dependent  on
market  factors  such as rental, payroll, utilities  and  similar
operating   costs.    For  the  Company's   current   facilities,
management believes that the amount of revenues required to cover
the fixed facilities costs at the Mamaroneck store and 8th Street
store  are  approximately  $175,000 and  $250,000,  respectively.
Management anticipates operations for Mamaroneck to reach  break-
even  by  December  31,  1996 and that 8th  Street  is  currently
breaking  even.   However, there can be no assurance  that  these
expectations  can  be  met or that current  conditions  will  not
deteriorate.

  The  increase  of approximately $49,000 or 33% principally  was
due  to increased volume associated with the ongoing business  of
the  Company-owned  facilities and to  a  lesser  extent  revenue
generated from the Mamaroneck store opened in October 1995.   The
revenue  generated  in  1995 from the  Mamaroneck  store  totaled
approximately  $20,000.  At December 31,  1995  the  Company  has
recorded  approximately  $76,000 of  deferred  franchise  revenue
relating  to two cluster franchises sold by the Company in  1995.
However,  the  stores  have  not yet opened  and  accordingly  no
revenue has been recognized.

  Facilities   Operating   Costs.    Cost   of   cleaning/laundry
facilities increased from $206,000 in 1994 to $337,000 in 1995 or
64%.   This increase is primarily due to new costs from operating
the  Mamaroneck facility including supplies, rent, utilities  and
payroll  costs amounting to $85,000.  In addition, laundry  costs
for  the  8th  Street  facility increased by  $68,000  which  was
principally  due to increased payroll costs of $63,000.   Payroll
costs  for this store increased due to an increase in the  number
of  personnel and the fact that the manager of 8th Street devoted
his  full  time  to  8th Street beginning in  1995,  whereas  the
manager  previously had other responsibilities (in  the  area  of
franchise sales) prior to 1995.

  Advertising  and  Promotion-Franchise Sales.   Advertising  and
promotion expenses increased from $52,000 to $101,000 or 94% from
1994  to  1995 due to the Company embarking on a franchise  sales
campaign  in  1995.  In order to further the sales  process,  the
Company  developed, at a cost of approximately $50,000, a  CD-ROM
which  is used for trade shows, one-on-one presentations and  for
marketing analysis in each franchise store.

  General  and  Administrative Expenses.  The  Company's  general
and  administrative expenses increased from $575,000 to  $858,000
or 49% from December 31, 1994 to December 31, 1995.  Rent expense
(other   than   rent  relating  to  cleaning/laundry   facilities
described above) increased from approximately $11,000 to $107,000
from  1994  to  1995.   This increase can be  attributed  to  the
Company's  corporate relocation to Mamaroneck, NY.   The  Company
accounts  for  rent  expense on a straight line  basis  over  the
respective terms of the Company's leases.  The excess of the rent
expense  over the required lease payment is reflected as deferred
rent  payable on the Company's balance sheet at December 31, 1995
and  1994.   Compensation  expense  increased  from  $162,000  to
$261,000  or  61%  from  1994  to 1995  principally  due  to  the
following  reasons: (i) addition of new franchise sales personnel
amounting  to approximately $30,000 and (ii) new staff  assisting
in   the  development  of  the  Company's  proprietary  software,
hardware   and  water  recycling  system  amounting  to  $69,000.
Compensation  expense  is expected to increase  by  approximately
$143,000  due  to increases under employment agreements  and  the
hiring  of  the Company's Vice President of Franchise  Sales  and
Marketing.  See "Management."  Loss on the disposition of  assets
decreased  from  approximately $140,000  to  $3,000  due  to  the
closing of a Company-owned store during 1994.  As a result of the
store  closing, the Company abandoned certain cleaning  equipment
and  leasehold  improvements relating to the  renovation  of  the
property.   The   leasehold   improvements   included   plumbing,
electrical,  utility upgrades and improvements which  had  a  net
book value of $89,000.  The cleaning equipment that was abandoned
at  the  property had a net book value of approximately  $51,000.
During  1995,  the  Company purchased approximately  $579,000  of
fixed   assets  which  principally  consisted  of  additions   of
cleaning/laundry  equipment  and leasehold  improvements  at  the
Company's  Mamaroneck,  NY store.  New  equipment  consisting  of
washing  machines,  cleaning  and pressing  equipment  and  other
related  equipment amounted to approximately $216,000.  Leasehold
improvements consisting of construction costs including plumbing,
electrical   and  utility  upgrades  amounted  to   approximately
$290,000.   Furniture  and fixtures and  new  computer  equipment
amounted to approximately $55,000 and $18,000 respectively.

  Interest    Expense.    Interest   expense    increased    from
approximately  $6,000  to  $30,000  principally  due  to  a   new
promissory note payable in 1995.

  Net  Loss.   The net loss of the Company was $1,119,000  ($0.47
per  share)  for the year ended  December 31, 1995  and  $839,000
($0.35  per  share) for the year ended December  31,  1994.   The
Company  expects to incur continuing losses until it is  able  to
generate revenue from franchise sales and/or substantial revenues
from the Company-owned stores.

Liquidity and Capital Resources

 During the years ended December 31, 1996 and 1995 the Company  used
approximately  $791,000  and $743,000 of cash  in  operations.   The
Company  has intended, upon the achievement of the public  offering,
to  use the proceeds to establish one (1) cluster development  which
consists of one (1) main facility ($330,767) and three (3) satellite
sites  ($150,333)  for  a total expenditure  of  $481,000  with  the
balance  of the proceeds to be used to open a combination of twenty-
two  (22) drop sites, satellites and route franchises.  A drop  site
can  be as low as $11,250, a route franchise $23,300 and a satellite
$50,111. The following combination is contemplated:
          Two (2) satellites                    $100,222
          Four (4) route franchises               93,200
          Sixteen (16) drop sites                180,000
               Total                            $373,422

 The  balance  may  be  allocated to either  approximately  two  (2)
additional satellite units, four (4) additional route franchises, or
ten  (10)  additional  drop sites after completion  of  the  initial
twenty-two  (22) units.  The above allocated prices for the  initial
twenty-two  (22)  satellite facilities, route franchises,  and  drop
sites assume the minimum costs for such facilities.  The reason  for
this  assumption  is that the Company, at its sole  discretion,  has
control  over the size of the facilities and the amount of equipment
installed  as  well  as  the fact that the Company  does  not  incur
franchise  fees for its own stores nor does the Company  incur  fees
for  its  own  proprietary hardware and software (all of  which  are
factors  which  would increase start-up costs for such  facilities).
For  a  discussion of the range of start-up costs  for  the  various
franchises offered by the Company, see "Business-Start-Up Costs."

 Since  December  31,  1996, the Company has advanced  approximately
$30,000  towards  the establishment of a franchise  location  to  be
leased  by  a franchisee.  The total costs to develop this  location
are expected to amount to $85,000.

 To  date, the Company has financed its operations primarily through
its  founders who, contributing approximately $1,610,000  in  equity
and  $1,215,000  in a note payable, have represented  a  stable  and
reliable  source  of  funds  for  the  Company  through  its   early
development  stage.   The note is payable to a  foreign  corporation
wholly  owned by a stockholder/director of the Company. The  Company
paid  $1,000,000 of the note in January 1997.   The balance  of  the
note  bears  interest  at 7% and is payable  December  1998  (unless
earlier accelerated due to an event of default).  Since the Offering
was  completed prior to December 31, 1996, the holder shall have the
right to convert, at maturity, the balance of the indebtedness owned
to  it into shares of Common Stock at a purchase price equal to  the
book  value  of the Company's Common Stock on the date of  the  most
recent fiscal quarter ended prior to conversion.  (see Note E to the
Financial  Statements).  The proceeds from  the  note  payable  were
principally  used to fund the Company's purchases  of  fixed  assets
during  the years 1995 and 1996 and the remaining amounts were  used
for   operating  expenses.   The  Company  also  borrowed   $290,000
evidenced  by  notes  payable  to Jan Wernick  (the  wife  of  Judah
Wernick,  the  manager of the Underwriter's New York office).   This
loan was repaid in December 1996.


 The  Company  believes that the proceeds of the  offering  will  be
sufficient to meet anticipated working capital needs of the  Company
for at least the next 12 months.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

  See financial statements following Item 13 of this Annual
Report on Form 10-KSB.

Item 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE.

       None.
       

                            PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT OF THE REGISTRANT
       
       The names and ages of the directors and executive
officers of the Company  are set forth below:


Name                            Age       Position(s) with the Company

Diane Weiser.................  43       President, Chief Executive Officer,
                                        Secretary, Treasurer and Director
Astrid Hindemith............   51       Director
R. Keith Emerson.............  54       Vice President of Franchise Sales and
                                        Marketing
Yuri Lumelskiy...............  30       Director of Management Information 
                                        Systems
Troy Morano..................  28       Director of Operations
Paul Lupo....................  34       Controller


Background of Executive Officers and Directors

Diane  Weiser  has served as President, Chief Executive  Officer,
Treasurer  and  Director of the Company since December  1995  and
Secretary since August 1996. From May 1993 to present, she  acted
in  the  same capacities for Diaber Laundromat, Inc., a New  York
corporation ("Diaber") and predecessor to the Company. Ms. Weiser
also   serves   as  the  President  of  each  of  the   Company's
subsidiaries.  Since  January  1990,  Ms.  Weiser  has  conducted
extensive    research   into   the   feasibility   of   operating
environmentally  friendly  commercial  laundromat   and   garment
cleaning facilities. Ms. Weiser has conducted research in laundry
and   cleaning   products  and  equipment,  building   materials,
recycling  possibilities  and  over-all  facility  design.   From
January 1991 to May 1993, Ms. Weiser was the co-owner and manager
of  a  laundromat  located in New York, New York,  in  which  she
implemented  and tested many of these principles.  From  1982  to
June  1988,  Ms.  Weiser owned and operated two  commercial  real
estate  brokerage firms in New York, New York. From June 1988  to
January  1993, Ms. Weiser was the owner and operator of  Columbus
Avenue Management Corporation, a commercial and residential  real
estate  management company, in New York City. Ms. Weiser holds  a
Masters   of   Business  Administration  degree   from   Columbia
University.


Astrid Hindemith  was elected Director of the Company in December
1995 and served as a Director of Diaber since 1993. Ms. Hindemith
is  a  licensed  attorney  in Zurich, Switzerland  and  has  been
self-employed  as a consultant since 1990. From 1992  to  present
she  has  been President and sole shareholder of Palatin,  AG,  a
Swiss  corporation involved in investing. She  received  her  law
degree from the University of Zurich in 1990.

R.  Keith Emerson  joined the Company in January 1996 as the Vice
President of Franchise Sales and Marketing in order to expand the
Company's  franchising  program as  well  as  supervise  consumer
marketing and public relations. Since 1979 Mr. Emerson has worked
for  various  companies  developing  and  implementing  franchise
development  programs including those for Bishop  Graphics,  Inc.
(from  December 1982 to December 1985), PIP Printing, Inc.  (from
December 1985 to January 1991), Baskin-Robbins (from January 1991
to  June 1992), Futurekids (from June 1992 to August 1993),  J.D.
Byrider  (from August 1993 to May 1994) and Linda's Flame Roasted
Chicken  (from May 1994 to January 1996). Mr. Emerson received  a
Business Administration degree in economics from Claremont  Men's
College in 1965.

Yuri Lumelskiy  has served the Company and Diaber as the Director
of Management Information Systems since April 1995. Mr. Lumelskiy
is  an  experienced  electrical and computer  engineer  with  two
Master's Degrees (Polytechnic University and University  of  Kiev
both in Electrical Engineering) in these areas. His primary focus
is  in  development  and implementation of  computerized  control
systems and database and accounting software. This allows  Ecomat
to  offer its franchisees custom computer equipment that is  best
suited to their needs. Prior to his current position with Ecomat,
Mr. Lumelskiy spent four years (from July 1991 to April 1995)  as
a  Chief  Engineer with Enabling Devices, Inc., a  developer  and
manufacturer of specialized equipment for the handicapped.

Troy  Morano  joined  the Company in March 1997  as  Director  of
Operations.   Since  March  1991 Mr. Morano  worked  for  Blimpie
International.  In 1993 he was promoted to Director of Operations
and Development for New Jersey.

Paul  Lupo  joined  the Company in March 1997  as  Controller  in
charge  of  implementing both accounting and  financial  controls
which  will  allow  Ecomat  to further increase  its  growth  and
profitability.   Since  1984,  Mr. Lupo  has  worked  for  public
accounting firms including those of Rosa & Capano (from June 1984-
September  1986), and Marshall Grainger & Company (from September
1986-November  1987).  In 1987 Mr. Lupo moved  into  the  private
sector  which included companies such as Asea Brown Boveri,  Inc.
(from  November 1987-September 1989), G.A. Fleet Associates (from
September   1989-September  1992)  and  Integen   Company   (from
September  1992-March  1997).  Mr. Lupo  is  a  Certified  Public
Accountant  who  received a Bachelors in Business  Administration
from  Iona  College in 1984, and a Masters Degree in  Finance  in
1991 from Long Island University.

     There  are no family relationships between the officers  and
directors of the Company.



Compliance with Section 16(a) of the Securities Exchange  Act  of
1934

     Section  16(a)  of  the  Securities  Exchange  Act  of  1934
requires  the  Company's  directors and executive  officers,  and
persons who own more than ten percent (10%) of a registered class
of  the  Company's equity securities, to file with the Securities
and  Exchange Commission initial reports of ownership and reports
of  changes  in  ownership  of  common  stock  and  other  equity
securities  of the Company. Officers, directors and greater  than
ten  percent  shareholders  are required  by  SEC  regulation  to
furnish  the Company with copies of all Section 16(a) forms  they
file.

     To  the Company's knowledge, based solely upon its review of
the  copies  of such reports furnished to the Company during  the
year   ended   December  31,  1996,  all  Section  16(a)   filing
requirements applicable to its officers and directors and greater
than ten percent beneficial owners were satisfied.



Item 10. EXECUTIVE COMPENSATION

Compensation of Directors and Executive Officers

Summary Compensation Table

     The  following  table sets forth the aggregate  compensation
paid  by  the Company for the years ended December 31,  1995  and
1996 to its chief executive officer.  No employee received annual
compensation exceeding $100,000 in the aggregate.  Each  director
of  the  Company is entitled to receive reasonable  out-of-pocket
expenses incurred in attending meetings of the Board of Directors
of  the Company but are not compensated for services provided  in
their capacities as directors.

<TABLE>
<CAPTION>                                             
                                             Long Term Compensation


                   Annual Compensation           Awards                                      Payouts
                                                                            Securities  
Name of                                                         Restricted  Underlying   LTIP     All Other
Individual and                                   Other Annual   Stock       Options/     Payouts  Compensation
Principal Postion    Year     Salary    Bonus    Compensation   Awards      SARS
<S>                  <C>      <C>       <C>      <C>            <C>         <C>          <C>       <C> 
Diane         
Weiser........       1995     $50,000   -----     $4,800(1)      -----        -----       -----     ----- 

Chief Executive
Officer, President
and Treasurer                                                             
                     1996     $55,000   -----     $4,800(1)      -----        -----       -----     -----

</TABLE>
(1) Represents payment for health insurance on behalf of such individual.


Employment Agreements

            The   Company  has  entered  into  3-year  employment
agreement  commencing  October 1, 1996 and ending  September  30,
1999,  with  Diane  Weiser. Under her employment  agreement,  Ms.
Weiser  will  receive an annual base salary of $75,000  for  each
year  of her employment subject to annual review by the Board  of
Directors.  In addition, she has the right to receive  under  her
employment agreement (i) up to 20,000 shares of Common  Stock  if
the after-tax earnings of the Company and its subsidiaries are at
least $1,500,000 in fiscal years 1996 and 1997, and (ii) up to an
aggregate  of  40,000  shares of Common Stock  if  the  after-tax
earnings  of  the  Company  and its  subsidiaries  are  at  least
$2,000,000  for  fiscal years ended December 31, 1996-1998  (only
20,000 shares if she was issued 20,000 shares after fiscal 1997).
The  employment  agreement also entitles her to  the  use  of  an
automobile  and  to employee benefit plans, such as  group  life,
health,  hospitalization and life insurance. Under the employment
agreement,  employment terminates upon death or total  disability
of  the  employee and may be terminated by the Company for  cause
(such  as  misconduct, disregard of instructions  of  the  Board,
commission  of  certain crimes or acts or a  material  breach  of
employment   agreement.) The Company intends  to  maintain  a  $1
million life insurance policy on the life of Ms. Weiser.

      The  Company has entered into a 3-year employment agreement
commencing  January 15, 1996 and ending January  14,  2000,  with
Keith  Emerson. Under his employment agreement, Mr. Emerson  will
receive an annual base salary of $93,000. In addition, he has the
right  to receive (i) up to 20,000 shares of Common Stock if  the
after-tax  earnings  of the Company and its subsidiaries  are  at
least $1,500,000 in fiscal years 1996 and 1997, and (ii) up to an
aggregate  of  40,000  shares of Common Stock  if  the  after-tax
earnings  of  the  Company  and its  subsidiaries  are  at  least
$2,000,000 for fiscal years 1996-1998 (only 20,000 shares  if  he
was  issued  20,000  shares after fiscal  1997).  The  employment
agreement  also entitles him to the use of an automobile  and  to
employee   benefit   plans,   such   as   group   life,   health,
hospitalization   and  life  insurance.  Under   the   employment
agreement,  employment terminates upon death or total  disability
of  the  employee and may be terminated by the Company for  cause
(such  as  misconduct, disregard of instructions  of  the  Board,
commission  of  certain crimes or acts or a  material  breach  of
employment agreement).

       The  Company  entered  into  2-year  employment  agreement
commencing  April 1, 1995 which expired on March 31,  1997,  with
Yuri  Lumelskiy.  Under his employment agreement,  Mr.  Lumelskiy
received  an  annual  base  salary  of  $62,400.  The  employment
agreement  also entitled him to employee benefit plans,  such  as
group  life,  health, hospitalization and life  insurance.  Under
such  employment agreement, employment terminates upon  death  or
total  disability  of the employee and may be terminated  by  the
Company  for cause (such as misconduct, disregard of instructions
of  the Board, commission of certain crimes or acts or a material
breach  of employment agreement).  The Company is in the  process
of negotiating a new employment agreement with Mr. Lumelskiy.




Stock Option Plans

      Incentive  Option  and Stock Appreciation  Rights  Plan--In
January  1996,  the  Directors of the  Company  adopted  and  the
stockholders  of  the  Company  approved  the  adoption  of   the
Company's  1996  Incentive Stock Option  and  Stock  Appreciation
Rights  Plan  ("Incentive  Option  Plan").  The  purpose  of  the
Incentive  Option Plan is to enable the Company to encourage  key
employees  and  Directors to contribute to  the  success  of  the
Company by granting such employees and Directors incentive  stock
options  ("ISOs"),  as well as non-qualified  options  and  stock
appreciation rights ("SARs").

      The Incentive Option Plan will be administered by the Board
of  Directors or a committee appointed by the Board of  Directors
(the  "Committee") which will determine, in its discretion, among
other  things,  the recipients of grants, whether  a  grant  will
consist of ISOs, non-qualified options or SARs (in tandem with an
option  or freestanding) or a combination thereof, and the number
of shares to be subject to such options and SARs.

      The Incentive Option Plan provides for the granting of ISOs
to purchase Common Stock at an exercise price to be determined by
the  Board of Directors or the Committee not less than  the  fair
market  value  of  the Common Stock on the  date  the  option  is
granted.  Non-qualified  options and  freestanding  SARs  may  be
granted  with  any price. SARs granted in tandem with  an  option
have the same exercise price as the related option.

     The total number of shares with respect to which options and
SARs may be granted under the Incentive Option Plan is 2,000,000.
ISOs  may not be granted to an individual to the extent  that  in
the calendar year in which such ISOs first become exercisable the
shares subject to such ISOs have a fair market value on the  date
of  grant in excess of $100,000. No option or SAR may be  granted
under  the Incentive Option Plan after January 2006 and no option
or  SAR  may  be  outstanding for more than ten years  after  its
grant.  Additionally, no option or SAR can be  granted  for  more
than  five (5) years to a shareholder owning 10% or more  of  the
Company's outstanding Common Stock and such options must have  an
exercise price of not less than 110% of the fair market value  on
the date of grant.

     Upon the exercise of an option, the holder must make payment
of  the full exercise price. Such payment may be made in cash  or
in  shares  of  Common Stock, or in a combination  of  both.  The
Company  may lend to the holder of an option funds sufficient  to
pay the exercise price, subject to certain limitations. SAR's may
be  settled,  in  the Board of Directors's discretion,  in  cash,
Common  Stock, or in a combination of cash and Common Stock.  The
exercise  of  SAR's cancels the corresponding  number  of  shares
subject  to  the related option, if any, and the exercise  of  an
option   cancels  any  associated  SAR's.  Subject   to   certain
exceptions,  options and SAR's may be exercised any  time  up  to
three months after termination of the holder's employment.

      The  Incentive Option Plan may be terminated or amended  at
any  time  by  the  Board  of  Directors,  except  that,  without
stockholder  approval,  the Incentive  Option  Plan  may  not  be
amended to increase

the number of shares subject to the Incentive Option Plan, change
the  class  of persons eligible to receive options or SARs  under
the Incentive Option Plan or materially increase the benefits  of
participants.

     As of December 31, 1996 no options or SARs have been granted
under the Incentive Option Plan. No determinations have been made
regarding the persons to whom options or SARs will be granted  in
the  future, the number of shares which will be subject  to  such
options  or SARs or the exercise prices to be fixed with  respect
to  any  option  or  SAR. The Company has agreed  with  Patterson
Travis,  Inc., the underwriter  of the  Company's initial  public
offering  (the  "Underwriter") that it will not grant  more  than
200,000  options  to  purchase Common Stock under  the  Incentive
Option  Plan  during  the  24  month  period  commencing  on  the
Effective Date, without the consent of the Underwriter,  provided
that  such  figure  shall be reduced by  the  amount  of  options
granted  under  the  Non-Qualified Option  Plan  (defined  below)
during such 24 month period.

      Non-Qualified Option Plan--In January 1996,  the  Directors
and  stockholders  of the Company adopted the 1996  Non-Qualified
Stock  Option Plan (the "Non-Qualified Option Plan"). The purpose
of  the  Non-Qualified Option Plan is to enable  the  Company  to
encourage  key  employees, Directors, consultants,  distributors,
professionals  and independent contractors to contribute  to  the
success  of  the  Company by granting such employees,  Directors,
consultants,   distributors,   professionals   and    independent
contractors non-qualified options. The Non-Qualified Option  Plan
will  be  administered by the Board of Directors or the Committee
in the same manner as the Incentive Option Plan.

      The Non-Qualified Option Plan provides for the granting  of
non-qualified options at such exercise price as may be determined
by the Board of Directors, in its discretion. The total number of
shares  with  respect to which options may be granted  under  the
Non-Qualified Option Plan is 2,000,000.

     Upon the exercise of an option, the holder must make payment
of  the full exercise price. Such payment may be made in cash  or
in  shares of Common Stock (based on the fair market value of the
Common  Stock on the date prior to exercise), or in a combination
of  both.  The Company may lend to the holder of an option  funds
sufficient  to  pay  the  exercise  price,  subject  to   certain
limitations.  Subject  to  certain  exceptions,  options  may  be
exercised  any time up to three months after termination  of  the
holder's employment.

      The  Non-Qualified Option Plan may be terminated or amended
at  any  time  by  the Board of Directors, except  that,  without
stockholder approval, the Non-Qualified Option Plan  may  not  be
amended  to  increase  the  number  of  shares  subject  to   the
Non-Qualified  Option Plan, change the class of persons  eligible
to  receive  options under the Non-Qualified Plan  or  materially
increase the benefits of participants.

      As  of December 31, 1996 no options have been granted under
the  Non-Qualified Option Plan. No determinations have been  made
regarding  the  persons  to whom non-qualified  options  will  be
granted in the future, the number of shares which will be subject
to  such  options or the exercise prices to be fixed with respect
to  any option. The Company has agreed with the Underwriter  that
it  will  not  grant more than 50,000 options to purchase  Common
Stock  under  the Non-Qualified Option Plan during the  24  month
period  commencing on the Effective Date without the  consent  of
the Underwriter.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT

     The  following table sets forth information, as of March 14,
1997  with respect to the beneficial ownership of the outstanding
shares  of the Company's Common Stock by (i) any holder  of  more
than  five  percent  (5%)  of the outstanding  shares;  (ii)  the
Company's  officers and directors; and (iii)  the  directors  and
officers of the Company as a group. A person is deemed  to  be  a
beneficial owner of any securities of which that person  has  the
right to acquire beneficial ownership within 60 days.

                                    
                                                        Approximate
                          Amount and nature             Percentage(%)of class
                          Beneficial Ownership (1)         
                  
                                    
Name and Address                    
of Beneficial Owner (2)
                                    
Diane Weiser(3)                840,000                       23.33%
                                    
Palatin, AG(4)               1,560,000                       43.33%
                                       
Astrid Hindemith (4)         1,560,000(4)                    43.33%

                                    
All officers and directors as                            
a group (two(2)persons)      2,400,000                       66.66%





(1) Beneficial ownership as reported in the table above has been determined in
    accordance with Item 403 of Regulation S-B of The Securities Act of 1933
    and Rule 13(d) - 3 of The Securities Exchange Act.

(2) The  address of each stockholder shown  above  is  c/o Ecomat, Inc., 147
    Palmer Avenue, Mamaroneck, NY  10543.

(3) Ms.  Weiser  is  the  President, Chief  Executive  Officer, Secretary,
    Treasurer and Director of the Company.

(4) Includes 1,560,000 shares of Common Stock held by  Palatin, AG, a  Swiss
    company wholly-owned by Ms. Hindemith, a director   of the Company.






  Item 12.    CERTAIN  RELATIONSHIPS  AND RELATED TRANSACTIONS

           The  Company  was  incorporated on December  14,  1995
pursuant to the laws of the State of Delaware. The Company is the
successor  to  Diaber  Laundromat, Inc., a New  York  corporation
("Diaber")  which  was incorporated on September  21,  1992.  The
Company was organized to enable Diaber to merge with and into the
Company in order to effectuate a reincorporation in the State  of
Delaware.  Diaber merged with and into the Company on  March  29,
1996.  In connection with the merger, each share of Diaber common
stock  (a total of 10) was converted into 240,000 shares  of  the
Company's  Common Stock, resulting in the issuance  of  2,400,000
shares  of Common Stock, which constitutes all of the issued  and
outstanding  Common Stock as of the date of this Prospectus.  The
issuance  of  securities in connection with the  merger  did  not
require  registration under the 1933 Act or exemption  therefrom,
inasmuch as it did not involve an "offer for sale" as defined  in
Section  2(3)  of  the  1933 Act as provided  by  Rule  145(a)(2)
because the merger was done for the sole purpose of changing  the
Company's domicile.

          As of  January 31, 1997 the Company was indebted in the
amount  of $322,632 to Palatin AG, a Swiss corporation  which  is
wholly  owned  by  Astrid  Hindemith, a  director  and  principal
stockholder.  The debt is evidenced by a promissory note  bearing
interest  at 7% per annum which is payable  on December 9,  1998.
Prior  to the Company's initial public offering, the Company  was
indebted to Palatin, AG in the amount of $1,267,677.  The Company
repaid  $1,000,000  of such indebtedness  in   January   1997  in
accordance  with the terms of such note. Palatin shall  have  the
right  to  convert, at maturity, the balance of the  indebtedness
owed  to it into shares of Common Stock at a purchase price equal
to  the  book value of the Company's Common Stock on the date  of
the most recent fiscal quarter ended prior to conversion.

      As  of  December 31, 1996 the Company was indebted  in  the
amount  of  $71,836  to  Diane Weiser, a director  and  principal
stockholder. The debt is evidenced by a promissory note   bearing
interest  at 7% per annum which is payable on December  9,  1998.
Ms.  Weiser  shall  have the right to convert, at  maturity,  the
balance  of  the indebtedness owed to her into shares  of  Common
Stock  at  a  purchase  price equal to  the  book  value  of  the
Company's  Common  Stock on the date of the  most  recent  fiscal
quarter ended prior to conversion.

           The  Company  has  entered  into  a  master  franchise
agreement  with Palatin, AG (as the master franchisee),  a  Swiss
corporation which is wholly owned by Astrid Hindemith, a director
and principal stockholder of the Company, for the development  of
the  Ecomat  concept  in certain European countries.  The  master
franchisee will have the right to establish, and license to other
parties,  the  Ecomat concept. The agreement provides  provisions
for  training, site selection, and assistance (all of which  have
been  provided)  and  certain development  schedules  in  certain
countries.  Each franchise agreement will be for an initial  term
of  ten years with three renewal periods of five years each.  The
agreement   provides  for  a  non-refundable   master   franchise
agreement  fee of $120,000 (all of which has been paid),  ongoing
monthly  royalty fees in the amount of 1.5% of gross  sales  from
all  facilities,  25% of the development fee  or  franchisee  fee
charged  to each unaffiliated developer or franchisee and certain
requirements  on advertising. The master franchise agreement  was
approved by  all  of  the  disinterested directors  in  such
transaction. Management  believes  that  the terms  of  the  master
franchise agreement are fair and reasonable in all respects.

      The Company intends to indemnify its officers and directors
to the full extent permitted by Delaware law. Under Delaware law,
a  corporation may indemnify its agents for expenses and  amounts
paid  in  third  party  actions  and,  upon  court  approval   in
derivative  actions, if the agents acted in good faith  and  with
reasonable  care.  A  majority vote of the  Board  of  Directors,
approval  of  the shareholder or court approval  is  required  to
effectuate indemnification.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers,
directors  or  persons controlling the Company, the  Company  has
been  advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification is against  public  policy  as
expressed  in such Act and is, therefore, unenforceable.  In  the
event  that  a claim for indemnification against such liabilities
(other  than  the payment by the Company of expenses incurred  or
paid by an officer, director or controlling person of the Company
in  the successful defense of any action, suit or proceeding)  is
asserted  by  such  officer, director or  controlling  person  in
connection  with  the  securities being registered,  the  Company
will,  unless in the opinion of its counsel the matter  has  been
settled   by  controlling  precedent,  submit  to  a   court   of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
such  Act and will be governed by the final adjudication of  such
issue.

       Transactions   between  the  Company  and  its   officers,
directors,  employees and affiliates will be  on  terms  no  less
favorable  to  the Company than can be obtained from unaffiliated
parties. Any such transactions will be subject to the approval of
a  majority of the disinterested members (to such transaction) of
the  Board  of Directors (i.e, members of the Board who  are  not
directly or indirectly parties to such transaction, or,  if  such
transaction involves an entity, who are not officers or directors
of,  or have any beneficial ownership or financial interests  in,
such other entity).

     There are currently no transactions contemplated between the
Company and its officers, directors, employees and affiliates.


                            PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)  Financial Statements.

     The  following financial statements are included in Part II, Item 7:

Index to Financial Statements                               F- 1

Report of Independent Certified Public Accountants          F- 2

Consolidated Balance Sheet                                  F- 3

Consolidated Statement of Operations                        F- 4

Consolidated Statement of Stockholders' Equity (deficiency) F- 5

Consolidated Statement of Cash Flows                        F- 6

Notes to Consolidated Financial Statements           F- 7 - F- 16

(a) (2) Exhibits


*1.1   -    Form of Underwriting Agreement
 1.2   -    Intentionally Omitted
*1.3   -    Form of Selected Dealer Agreement
*3.1   -    Certificate of Incorporation of the Company
*3.2   -    Form of Certificate of Merger (Delaware)
*3.3   -    Form of Certificate of Merger (New York)
*3.4   -    Form of Agreement and Plan of Merger
*3.5   -    By-Laws of the Company
*4.1   -    Specimen Certificate for shares of Common Stock
 4.2   -    Intentionally Omitted
 4.3   -    Intentionally Omitted
 4.4   -    Intentionally Omitted
*4.5   -    Form of Underwriter's Purchase Option
 4.6   -    Intentionally Omitted
*5     -    Opinion of Bernstein & Wasserman, LLP on legality of securities
            being registered
*10.1  -    Employment Agreement between the Company and Diane Weiser
 10.2  -    Intentionally Omitted
*10.3  -    Company's Franchise Offering Circular
*10.4  -    1996 Incentive Stock Option and Stock Appreciation Rights Plan
*10.5  -    1996 Non-Qualified Stock Option Plan
*10.6  -    Agreement of Lease for Premises located at 140-146 West 72nd Street,
            New York, New York 10023.
*10.7  -    Agreement of Lease for Premises located at 147 Palmer Avenue,
            Mamaroneck, NY 10543.
*10.8  -    Master Franchise Agreement dated as of January 26, 1996 between
            Ecofranchising, Inc. and Palatin, AG
*10.9  -    Letter of Intent for Master Franchise Agreement between
            Ecofranchising, Inc. and Global Access Corporation
**10.10-    Cluster  Development Agreement and  Attachments  dated December 18,
            1995 between Opticlean, Inc. and Ecofranchising, Inc.
**10.11-    Cluster Development Agreement and Attachments dated February 23, 
            1996 between P.E.B. Inc. and Ecofranchising, Inc.
**10.12-    Cluster Development Agreement and Attachments dated March 25, 1996
            between Community Wetcleaners, Inc. and Ecofranchising, Inc.
**10.13-    Operating Agreement and Attachments dated June 19, 1996 between
            Vincent Nimson and Ecofranchising, Inc.
**10.14-    Cluster Development Agreement and Attachments dated July 1, 1996
            between Peter J. Carissimi and Ecofranchising, Inc.
**10.15-    Cluster  Development Agreement and Attachments dated September 30,
            1996 between John W. Henderson, Jr. and Ecofranchising, Inc.

***10.16-   Asset Purchase Agreement dated February 12, 1997 by and between
            Clean Living, Inc. d/b/a The Cleaner Image and Eco Stu, Inc.
10.17-      Master  License Agreement between Ecofranchising, Inc. and PT
            Pranasakti Dewanta.
10.18-      Master License Agreement between Ecofranchising, Inc. and Elite-Fame
            SDN BHD
*21     -   Subsidiaries of the Company
*23.1   -   Consent of Bernstein & Wasserman, LLP (included in Exhibit No. 5)
*23.2   -   Consent of Grant Thornton, LLP, Independent Certified Public
            Accountants
*23.3   -   Consent of Pustorino, Puglisi & Co., Inc., Independent Certified
            Public Accountants
*99.1   -   Acknowledgment of Pustorino, Puglisi & Co., Inc.



*        Incorporated by Reference to the Company's Registration Statement on
         Form SB-2, No. 333-1524.

**       In accordance with  Rule 202 of Regulation S-T, these documents were
         filed in paper format pursuant to a continuing hardship exemption.

***      Incorporated by reference to Exhibit 1 to the Company's Form 8-K filed
         on February 25, 1997.

(b) Reports on Form 8-K
         The Company did not file any reports on Form 8-K during the fourth
         quarter of fiscal 1996.


                           

              INDEX TO FINANCIAL STATEMENTS
                            
                                                              Page
Report of independent certified public accountants
   Grant Thornton LLP                                         F-2

Consolidated financial statements
   Consolidated balance sheet                                 F-3
   Consolidated statements of operations                      F-4
   Consolidated statement of stockholders'
   equity/(deficiency)                                        F-5
   Consolidated statements of cash flows                      F-6
   Notes to consolidated financial statements          F-7 - F-16


                  REPORT OF INDEPENDENT CERTIFIED
                        PUBLIC ACCOUNTANTS
                             
                             
Board of Directors
 Ecomat, Inc. and Subsidiaries


We have audited the accompanying consolidated balance
sheet of Ecomat, Inc. (a Delaware corporation) and
Subsidiaries as of December 31, 1996, and the related
consolidated statements of operations, stockholders'
equity, and cash flows for each of the two years ended
December 31, 1996 and 1995.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Ecomat, Inc. and Subsidiaries as of
December 31, 1996, and the consolidated results of their
operations and their consolidated cash flows for each of
the two years ended December 31, 1996 and 1995 in
conformity with generally accepted accounting principles.



GRANT THORNTON LLP


New York, New York
February 17, 1997


                     ECOMAT, INC. AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEET

                           December 31, 1996


                                ASSETS

Current Assets
    Cash and cash equivalents                             $4,307,955
    Accounts receivable                                       45,126
    Franchise fees receivable                                 26,054
    Prepaid expenses                                          69,186
                                 
               Total current assets                        4,448,321

Property and equipment, net                                  644,796
Franchise fees receivable                                     66,196
Other assets                                                  35,505

                                                         $ 5,194,818

                 LIABILITIES AND STOCKHOLDERS' EQUITY
                           
Current Liabilities
    Note payable, current portion                        $ 1,000,000
    Accounts payable and accrued expenses                    280,744
    Prepaid laundry revenue                                   11,934

          Total current liabilities                        1,292,678

Notes payable, net of current portion                        392,597
Deferred rent payable                                        179,830
Deferred franchise revenue                                   373,085

                                                           2,238,190

Commitments and contingency

Stockholders' equity
     Preferred stock, $.0001 par value; authorized, 1,000,000 shares;
       no shares issued and outstanding                          -
     Common stock, $.0001 par value; authorized, 25,000,000
       shares; issued and outstanding, 3,600,000 shares          360
     Additional paid-in capital                            6,441,467
     Accumulated deficit                                  (3,485,199)
                                                           2,956,628
     
                                                          $5,194,818

The accompanying notes are an integral part of this statement.

                    ECOMAT, INC. AND SUBSIDIARIES
                     
                 CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                Year Ended December 31,
                                                    1996        1995
<S>                                            <C>          <C>
Revenues
   Cleaning and laundry services               $  411,413    $  195,709
   Franchise revenue                                4,085                              
Costs and expenses
   Facilities operating costs
      Compensation                                235,229       179,870
      Advertising and promotion                    45,494        14,627
      Supplies                                     25,024        23,069
      Rent                                        138,554        85,246
      Utilities                                    76,647        29,931
      Other                                        58,414         4,621

                                                  579,362       337,364
                                           
Advertising and promotion - franchise
sales                                              56,715       101,128
General and administrative expenses
 Compensation                                     332,129       261,369
 Rent                                              77,498       107,131
 Professional and consulting fees                  58,075       145,680
 Other                                            337,461       242,545

                                                  805,163       756,725
Depreciation and amortization                     126,550        85,766
   Total costs and expenses                     1,567,790     1,280,983
                                           
Loss on disposition of assets                                     3,250
   Operating loss                             (1,152,292)    (1,088,524)
                                           
Other income (expense)
 Other income                                      9,352          5,185
 Interest expense                                (96,357)       (29,725)
                                                 (87,005)       (24,540)

 Loss before provision for income taxes       (1,239,297)    (1,113,064)
                                           
Income taxes                                       13,883         5,698

   Net loss                                   $(1,253,180)  $(1,118,762)
                                           
Net loss per share                                  $(.51)        $(.47)

Weighted average shares outstanding             2,449,180      2,400,000

</TABLE>
The accompanying notes are an integral part of these statements.


              ECOMAT, INC. AND SUBSIDIARIES
                            
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      (DEFICIENCY)
                            
         Years ended December 31, 1995 and 1996

<TABLE>
<CAPTION>                                                                                       Total
                                                            Additional                         deficit in
                                Preferred      Common         paid-in          Accumulated    stockholders'
       Description                stock        stock          capital            deficit       equity

<S>                             <C>            <C>          <C>               <C>             <C>                       

Balance at December 31, 1994        -          $240         $1,289,760        $(1,113,257)    $  176,743              

Shareholder contributions           -            -             320,000              -            320,000

Net loss - 1995                     -            -                -            (1,118,762)    (1,118,762)


Balance at December 31, 1995        -          240            1,609,76         (2,232,019)      (622,019)
                    
Issuance of shares in a public
offering, net of related costs      -          120           4,831,707              -          4,831,827

Net loss - 1996                     -            -                -            (1,253,180)    (1,253,180)

Balance at December 31, 1996        -         $360          $6,441,467        $(3,485,199)    $2,956,628

</TABLE>

The accompanying notes are an integral part of this statements.


                        ECOMAT, INC. AND SUBSIDIARIES
                                                                    
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                            
<TABLE>
<CAPTION>                            
                            
                                                               Year Ended December 31,
                                                                  1996           1995
<S>                                                            <C>          <C>

Cash flows from operating activities
   Net loss                                                    $(1,253,180) $(1,118,762)
    Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                               126,550       85,766
       Loss on disposition of assets                                              3,250
       Deferred rent payable                                        18,760       85,960       
    Changes in assets and liabilities
     Accounts receivable and prepaid expenses                     (201,362)      (5,200)
     Other assets                                                   (4,045)     (21,295)
     Accounts payable and accrued expenses                         144,770      114,744
     Accrued interest                                               75,004       29,500
     Deferred revenue                                              302,019       83,000

    Net cash used in operating activities                         (791,484)     (743,037)

Cash flows from investing activities
   Purchase of property and equipment
                                                                   (30,928)      (579,017)
Net cash used in investing activities                              (30,928)      (579,017)

Cash flows from financing activities
   Proceeds from the issuance of shares in a public
   offering, net of related costs                                4,831,827
   Proceeds from shareholder contributions                                        320,000
   Payment of note payable                                        (290,000)
   Proceeds from notes payable                                     578,093      1,000,000
     Net cash provided by financing activities                   5,119,920      1,320,000
                                           
     Net (decrease) increase in cash and cash equivalents        4,297,508         (2,054)
Cash and cash equivalents - beginning of year                       10,447         12,501

Cash and cash equivalents - end of year                         $4,307,955        $10,447

Supplemental disclosures of cash flow information:
information:
  Cash paid during the year for
   Interest                                                        $15,000           $225
   Income taxes                                                    $ 3,885         $5,698

</TABLE>

The accompanying notes are an integral part of these statements.

                        ECOMAT, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1996
           

Note A - Organization and Nature of Business

Ecomat, Inc. (the "Company" or "Ecomat"), a Delaware corporation,
was formed on December 14, 1995 to serve as the successor by merger
(the "Merger") to Diaber Laundromat, Inc. ("Diaber").  The Merger of
the Company and Diaber took place effective March 29, 1996. In
connection with the Merger, each share of the Company's common stock
(a total of 10) converted into 240,000 shares of the Company's
common stock, resulting in the issuance of 2,400,000 shares of common
stock, all of which were issued and outstanding.  During December 1996,
the Company completed an initial public offering of 1,200,000 shares of
common stock at $5.00 per share.

The Merger was accounted for at historical cost in a manner similar to a
pooling-of-interests accounting as the entities included in the Merger were
under common control.  The accompanying financial statements reflect the
effects of the Merger described above.
  
The Company, through its wholly-owned subsidiaries, operates and franchises
environmentally sound cleaning and laundromat facilities. The Company and its
franchisees are dependent upon various thirdparty manufacturers and suppliers
to provide laundromat and wet cleaning equipment, as well as specialized
finishing and cleaning products.  Ecomat has three subsidiaries:
  
   1. 8th Street Laundromat, Inc. ("8th Street"), a Company-owned full-service
      Ecomat cleaners and laundromat located in New York City.
      
   2. Ecoclean Systems International, Ltd. ("Ecoclean Systems"), a Company-
      owned full-service cleaners and laundromat located in Mamaroneck, New
      York.

   3. Ecofranchising, Inc. ("Ecofranchising") is the franchisor of the Ecomat
      concept.  Ecofranchising has signed four cluster franchise agreements in
      the New York metropolitan area and one cluster franchise agreement in
      Texas.  In addition, Ecofranchising has signed two master franchise
      agreements: one covers various parts of Europe and a second, signed in
      1997, covers the region of India and Indonesia.
      
      
Note B - Summary of Significant Accounting Policies

   1. Basis of Combination

     The consolidated financial statements include the Company, Diaber and its
     three wholly-owned subsidiaries. All intercompany transactions have been
     eliminated in consolidation.

                     ECOMAT, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 1996

Note B (continued)

   2. Revenue Recognition

     Revenue from Company-owned stores is recognized in the period in which
     related cleaning and laundry services are sold.
    
     The Company's standard single franchise agreement requires the franchisee
     to pay an initial nonrefundable fee, as well as a royalty based on a
     percentage of sales, and is for a ten-year period. Revenue derived from
     initial franchise fees is recognized when the franchise store opens and
     when all material services or conditions relating to the sale have been
     substantially completed.  Royalties are recognized in the same period in
     which related franchise store revenue is generated.
                        
     A cluster franchise agreement provides for a franchise to operate multiple
     locations from a central facility within a given geographic area.
     
     A master franchise agreement is used for foreign locations and is designed
     for a country or group of countries constituting a "territory."  The
     master franchisee sub-franchises Ecomat units or clusters within the
     territory and/or operates stores owned by the master franchisee.
        
     Revenues derived from initial franchise fees for cluster franchises and
     master franchises are recognized on a pro-rata basis (based on the
     anticipated number of facilities expected to be opened) as facilities,
     subject to the terms of the agreement, are opened and when all material
     obligations or conditions relating to the agreement have been
     substantially satisfied.
          
     At December 31, 1996, the Company had approximately $373,000 of deferred
     revenue relating to initial franchise fees (including a master franchise
     fee) for which the related franchise stores have not yet opened.
      
   3. Property and Equipment

     Property and equipment are stated at cost. Depreciation is determined on
     the straight-line method over the estimated useful lives of the assets
     (ranging from 5 to 10 years).  Maintenance and repairs are expensed as
     incurred.

                     ECOMAT, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                         December 31, 1996

Note B (continued)

   4. Cash and Cash Equivalents

     For purposes of the statement of cash flows, the Company considers all
     highly liquid debt instruments purchased with a maturity of three months
     or less to be cash equivalents.
                            
   5. Income Taxes

     Deferred tax assets and liabilities are recognized for the estimated
     future tax consequences attributable to differences between the financial
     statement carrying amounts of existing assets and liabilities and their
     respective tax bases and for income tax net operating loss carry forwards.
     Deferred tax assets and liabilities are measured using enacted tax rates in
     effect for the years in which those temporary differences are expected 
     to be recovered or settled.  The effect on deferred tax assets and 
     liabilities of a change in tax rates is recognized in income in the 
     period that includes the enactment date.
    
   6. Net Loss Per Share

     Net loss per share has been computed using the weighted average number of
     common shares outstanding after giving retroactive effect to the Merger.
     The supplemental pro forma loss per share is based upon (i) 2,449,180
     weighted average shares of common stock outstanding during 1996 and
     2,400,000 during 1995 and (ii) the number of shares (216,904 and 80,897)
     for the years ended December 31, 1996 and 1995 whose proceeds would be
     necessary to repay certain debt of the Company (Note E).  The supplemental
     pro forma loss per share was $.47 for the year ended December 31, 1996,
     and $.45 for the year ended December 31, 1995.

  7. Use of Estimates
 
     In preparing financial statements in conformity with generally accepted
     accounting principles, management is required to make estimates and
     assumptions that affect the reported amounts of assets and liabilities
     and the disclosure of contingent assets and liabilities at the date of
     the financial statements and revenues and expenses during the reporting
     period.  Actual results could differ from those estimates.
     
     
                    ECOMAT, INC. AND SUBSIDIARIES
                                         
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                    
                        December 31, 1996
                              
                             
Note B (continued)

   8. Research and Development Costs
     The Company expenses all costs related to research and development as
     incurred.

   9. New Accounting Standards Adopted
     In 1995, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 121, "Accounting for the Impairment
     of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS
     No. 121"), which provides guidance on when to assess and how to measure
     impairment of long-lived assets, certain intangibles and goodwill related
     to those assets to be held and used, and for long-lived assets and certain
     identifiable intangibles to be disposed of.  This statement is effective
     for financial statements for fiscal years beginning after December 15,
     1995.  The Company's adoption of SFAS No. 121 did not have a material
     effect on the Company.
     
     
Note C - Property and Equipment

    Property and equipment as of December 31, 1996 are summarized as follows:

      Laundry equipment                           $389,160
      Computer equipment                            42,153
      Leasehold improvements                       412,161
      Furniture and fixtures                        54,146
      Automobiles                                    5,250

                                                   902,870

      Less accumulated depreciation and            258,074
      amortization

                                                  $644,796

  Depreciation and amortization expense aggregated approximately $127,000
  and $86,000 for the years ended December 31, 1996 and 1995, respectively.
  During 1995, the Company disposed of old garment presses, resulting in a
  loss of $3,250.

                     ECOMAT, INC. AND SUBSIDIARIES
                             
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                             
                          December 31, 1996
                              
                             
Note D - Accounts Payable and Accrued Expenses

 Accounts  payable and accrued expenses as of December 31, 1996  are summarized
 as follows:

     Payroll and payroll taxes                $  19,738
     Professional fees                           20,464
     Rent                                        35,180
     Insurance premiums                          74,127
     Other payables                             131,235
                                               $280,744


Note E - Notes Payable

  Notes payable consist of the following:

     Note payable - majority stockholder (a) $1,215,000
     Note payable - officer/stockholder  (b)     71,836
     Accrued interest                           105,761
                                              1,392,597
     Less current portion                     1,000,000
     Notes payable, net of current portion    $ 392,597
     
_______________
(a) The note is subject to the following terms:
Amount (including interest) $1,320,000 was outstanding as of December 31, 1996
Interest                     7% per annum
Maturity                    $1,000,000 on the earliest of (i) September 25,
                            2001,(ii) the closing date of the IPO or (iii)
                            an event of default(as  defined)and the balance
                            due on the earlier of September 25, 2001 or two
                            years after the closing of the IPO.   See note L.
Conversion                  The balance remaining after the above $1,000,000
                            payment of the note is convertible into common
                            stock at a price equal to the book value of the
                            Company (as defined) within certain limitations as
                            defined in the note.
  
(b) The Company has a note payable to an officer/principal stockholder/director
in the amount of $71,836 at December 31, 1996. The note bears interest at 7%
per annum and matures on the  earlier of (i) June 27, 2001 or (ii) two years
after the closing of the IPO and is convertible into common stock at a price
equal to the book value of the Company (as defined) within certain limitations
as defined in the note.
  
The notes payable are all due in the year 2001, subject to earlier payment as
described.
                        ECOMAT, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            December 31, 1996

                                        

Note F - Income Taxes

  At December 31, 1996, the Company had net operating loss carryforwards of
  approximately $3,200,000 for income tax purposes expiring through 2011.
  The Company's ability to utilize net operating losses may be limited due to
  changes in ownership resulting from the shares issued in the IPO, additional
  issuances of the Company's common stock or other changes in ownership, as
  defined in Internal Revenue Code Section 382 and related regulations.  The
  Company intends to elect to file consolidated Federal tax returns for 1996.
 
  For financial statement purposes, a valuation allowance equal to the amount
  of the net deferred tax asset at December 31, 1996 has been recognized, as
  the realization of such deferred tax assets is uncertain.

  Components of the Company's deferred tax assets (liabilities) are as follows:

     Interest expense                       $     42,000
     Lease obligation                             72,000
     Net operating loss carryforwards          1,280,000

                                               1,394,000
     Valuation allowance                      (1,394,000)
     Net deferred tax asset                 $     -


Note G - Commitments

   1. Lease Commitments

     The Company has entered into various operating leases for its executive
     office, Company-owned stores and franchisee stores, as well as certain 
     equipment expiring at various times through the year 2006.

                     ECOMAT, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                         December 31, 1996

                             

                             

Note G (continued)

     Aggregate future minimum lease payments required under noncancellable
     operating  leases at December  31,  1996  are  as follows:
           
        1997                                 $   247,000
        1998                                     256,000
        1999                                     264,000
        2000                                     224,000
        2001                                     233,000
        Thereafter                               530,000

        Total future minimum lease payments  $ 1,754,000
        required

     The leasehold commitments summarized above includes a commitment for an
     aggregate of approximately $195,000 for a laundry site that will be
     utilized by a franchisee.  Management intends to finalize discussions
     concerning the consideration to be received for the development and the
     use of this location.
     
     Total rent expense for the years ended December 31, 1996 and 1995 amounted
     to approximately $216,000 and $200,000, respectively. Rent expense is
     charged on a straight-line basis over the respective terms of the lease.
     The excess of rent expense over the required lease payments is reflected
     as deferred rent payable as of December 31, 1996 and 1995.
     
   2. Employment Agreements

     The Company entered into five-year employment agreements commencing
     January 1, 1996 and ending December 31, 2000, with the Company's Chief 
     Executive Officer and President and its Chief Operating Officer. 
     Subsequent to June 30, 1996, the agreement with the Chief Operating 
     Officer ("COO") was terminated and the Company agreed to pay the former
     COO approximately $45,000 (inclusive of certain health benefits) in
     severance which was expensed during the year ended December 31, 1996.
     
     
                     ECOMAT, INC. AND SUBSIDIARIES
                             
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                         December 31, 1996
                             
                             
                             
Note G (continued)

     The Company and the CEO have entered into a new agreement effective
     October 1, 1996. Under this agreement, the CEO will receive an annual
     base salary of $75,000 (that may be increased from time to time by the
     Board of Directors).  In addition, the CEO has the right to receive for
     no additional consideration under the employment agreement (i) up to
     20,000 shares of common stock if the after-tax earnings of the Company
     and its subsidiaries are at least $1,500,000 in fiscal years 1996 and
     1997, and (ii) up to 40,000 shares of common stock if the aftertax
     earnings of the Company and its subsidiaries are at least $2,000,000 for
     fiscal years 1996-1998 (only 20,000 shares if the CEO was issued 20,000
     shares after fiscal 1997).  Under the employment agreement, employment
     terminates upon death or a total disability of the employee and may be
     terminated by the Company for cause.     

     The Company has entered into a five-year employment agreement commencing
     January 15, 1996 and ending January 14, 2000, with its Vice President of
     Franchise Sales and Marketing.  Under this employment agreement, this
     individual will receive an annual base salary of $93,000. In addition,
     he has the right to receive (i) up to 20,000 shares of common stock if
     the after-tax earnings of the Company and its subsidiaries are at least
     $1,500,000 in fiscal years 1996 and 1997, and (ii) up to 40,000 shares
     of common stock if the after-tax earnings of the Company and its
     subsidiaries are at least $2,000,000 for fiscal years 1996-1998
     (only 20,000 shares if he was issued 20,000 shares after fiscal 1997).
     Under the employment agreement, employment terminates upon death or
     total disability of the employee and may be terminated by the Company
     for cause.
     
     The Company has entered into a two-year employment agreement commencing
     April 1, 1995 and ending March 31, 1997, with its Director of Management
     Information Systems. Under this employment agreement, this individual will
     receive an annual base salary of $62,400.  Under this employment agreement,
     employment terminates upon death or total disability of the employee and
     may be terminated by the Company for cause.
     
     
Note H - Related Party Transactions

      The Company and a director (who also controls a corporation that is the
      majority shareholder of the Company) entered into a Master Franchise
      Agreement dated January 27, 1996 that gives the director the right to
      (i) establish and operate cleaning  facilities in Europe and (ii) license
      other unaffiliated

                      ECOMAT, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                         December 31, 1996

Note H (continued)

  parties to establish and operate cleaning facilities in Europe. At December
  31, 1996, the Company has recorded the master franchise fee of $120,000 as
  deferred franchise revenue and will recognize the fee on a pro-rata basis as
  facilities subject to the agreement are opened.

Note I - Stock Option Plans

  In January 1996, the directors and stockholders of the Company adopted the
  1996 Incentive Stock Option and Stock Appreciation Rights Plan ("Incentive
  Option Plan") and the 1996 Non-Qualified Stock Option (the "Nonqualified
  Option Plan"), collectively the "Plans." Pursuant to the Incentive Option
  Plan, key employees and directors are eligible to receive incentive stock
  options, stock appreciation rights ("SARs") and nonqualified options.
  Pursuant to the Nonqualified Option Plan, key employees, directors,
  consultants, distributors, professional and independent contractors are
  eligible to receive nonqualified options.  The Plans will be administered
  by the Board of Directors or an appointed committee which will determine the
  recipients of such grants.  The Incentive Option Plan and the Nonqualified
  Option Plan each provide for options covering 2,000,000 shares of the
  Company's common stock to be granted under the Plans.  As permitted by the
  provisions of Statement of Financial Accounting Standards No. 123, "Accounting
  for Stock-Based Compensation," the Company has adopted the Accounting
  Principles Board Opinion No. 25 or intrinsic value method of accounting for
  employee stock options. Accordingly, the determined fair value of stock
  options granted will be disclosed rather than recognized in the financial
  statements.  No options have been granted under the Plan.
  
Note J - Concentration of Credit Risk

 The Company maintains its cash balances in one financial institution in New
 York.  These balances are insured by the Federal Deposit Insurance Corporation
 up to $100,000.

                      ECOMAT, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           December 31, 1996

                     

Note K - The Fair Values of Financial Instruments

  The estimated values of the Company's financial instruments are as
  follows:

                                       Carrying         Fair
                                        amount         value
                      
     Cash and cash equivalents        $4,307,955     $4,307,955
     Notes payable                     1,392,597      See below

  Cash and cash equivalents

  The carrying amounts approximate the fair values because of the short
  maturity of those instruments.

  Notes payable

   It was not practicable to estimate the fair value of the Company's notes
   payable because information relating to the value of loans with similar
   terms and financial models to evaluate credit to similar businesses is not
   readily available.

Note L - Subsequent Events

  In January 1997, the Company paid $1,000,000 to its majority stockholder as
  a partial repayment of principal of the note payable (Note E).

  In February 1997, the Company purchased the business of a cleaner in
  Ridgefield, Connecticut. The Company agreed to issue 3,000 shares (valued at
  $15,000) to the seller and to pay a maximum cash consideration of $60,000.
  The terms of the agreement provide that an additional 12,000 shares will be
  issued contingent upon performance of the acquired unit, as defined.  Such
  contingency consideration will be recorded as additional purchase price if
  and when the performance goals are achieved.



                              SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


                                   ECOMAT, INC.


                                   By:/s/ Diane Weiser
                                         Diane Weiser
                                         President, Chief Executive Officer,
                                         Secretary, Treasurer and Director


     Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange  Act of 1934, this report  has  been  signed
below by the following persons in the capacities and on the dates
indicated.


Signature                  Title                     Date

/s/  Diane Weiser          President, Chief         April 14, 1997
Diane Weiser               Executive Officer,
                           Secretary, Treasurer
                           and Director



/s/     Astrid Hindemith   Director                 April 14, 1997
Astrid Hindemith




                         EXIBIT 10.17













                      ECOFRANCHISING, INC.

                    MASTER LICENSE AGREEMENT

                          (INDONESIA)






















                         ECOFRANCHISING, INC.

                      MASTER LICENSE AGREEMENT

                            (INDONESIA)

                         TABLE OF CONTENTS
                                                                      Page 


    RECITALS............................................................1

1.  GRANT...............................................................2

2.  FEES................................................................3

3.  DUTIES OF LICENSOR..................................................5

4.  TERM; DEVELOPMENT OF TERRITORY......................................8

5.  DUTIES OF MASTER LICENSEE...........................................9

6.  MARKS..............................................................15

7.  MANUALS; CONFIDENTIAL INFORMATION..................................19

8.  BOOKS AND RECORDS..................................................22

9.  ADVERTISING AND RELATED FEES.......................................23

10. DEFAULT AND TERMINATION............................................24

11. TRANSFER OF INTEREST...............................................29

12. COVENANTS..........................................................35

13. INDEPENDENT CONTRACTOR; INDEMNIFICATION; THIRD PARTY
    RIGHTS.............................................................39

14. APPROVALS..........................................................42

15. NON-WAIVER AND REMEDIES............................................42

16. NOTICES............................................................43

17. SEVERABILITY AND CONSTRUCTION......................................47

18. ENTIRE AGREEMENT; APPLICABLE LAW; DISPUTE RESOLUTION...............45

19. ACKNOWLEDGEMENTS...................................................46

    EXHIBIT A -- LICENSE AGREEMENT

    EXHIBIT B -- DEVELOPMENT AGREEMENT

    EXHIBIT C -- MONITORING SOFTWARE AND HARDWARE LICENSE

    EXHIBIT D -- ACCOUNTING AND POINT OF SALE SOFTWARE LICENSE
                 AGREEMENT

    EXHIBIT E -- LIST OF OWNERSHIP INTERESTS

    EXHIBIT F -- LIST OF PROPRIETARY MARKS

    EXHIBIT G -- CONFIDENTIALITY AND NON-COMPETITION COVENANTS


                    MASTER LICENSE AGREEMENT

                         (INDONESIA)


      This Master License Agreement (the "Agreement") is made and
entered  into  this  15  day  of April,  1997,  between
Ecofranchising,  Inc., a New York corporation  ("Licensor"),  and
PT Pranasakti Dewanata("Master  Licensee"), a Indonesian corporation.


                           RECITALS:

      As the result of the expenditure of time, skill, effort and
money,  Licensor has acquired or developed in the  United  States
and  owns a unique and distinctive system (hereinafter, "System")
for  the  establishment  and operation of  environmentally  sound
laundromat and cleaning facilities for garments and certain other
fabrics (as further defined in Licensor's agreements, manuals and
other writings, the "System Facilities").

     The System Facilities consist of the following:

     (i)   Facilities where customers can drop off their cleaning
and  laundry; have their laundry and cleaning processed  on-site;
pick  up  their cleaning and laundry or have their  cleaning  and
laundry  delivered,  and  wash and dry their  laundry  themselves
using self-service equipment ("Ecomat Laundry and Cleaners").

       (ii)   Facilities  where  customers  can  drop  off  their
cleaning;  have  their cleaning processed on-site;  and  pick  up
their   cleaning  or  have  their  cleaning  delivered   ("Ecomat
Cleaners").

     (iii) Facilities where customers can drop off their cleaning
and laundry; have their laundry and cleaning processed off or on-
site;  and  pick  up  their cleaning and laundry  or  have  their
cleaning and laundry delivered ("Satellites").

      (iv)   Routes (including commuter train stations, apartment
buildings, office buildings, military installations, and/or other
central  points) where customers can drop off their cleaning  and
laundry  for  off-site processing and pick up their cleaning  and
laundry, or have their cleaning and laundry delivered ("Satellite
Routes").

     (v)   Facilities where customers can drop off their laundry;
have  their  laundry  washed and dried  on-site;  pick  up  their
laundry or have their laundry delivered; and, wash and dry  their
laundry themselves using self-service equipment ("Laundry").

      (vi)   Facilities at alternative locations, such as  office
buildings, trailers, and kiosks where customers can drop off  and
pick  up  their laundry and cleaning, but no cleaning or  laundry
processing occurs ("Drop Site").

     An (1) Ecomat Laundry and Cleaner and (2) Ecomat Cleaner are
sometimes  referred to in this Agreement as a "Primary Facility",
which  term  specifically excludes Satellites, Satellite  Routes,
Laundries,  and  Drop  Sites.   All System  Facilities  shall  be
operated under the System and the Marks.

      The  distinguishing characteristics of the System,  in  the
United  States, include, without limitation, distinctive exterior
and  interior  design,  decor,  color  scheme,  and  furnishings;
special   multi-process   wet  cleaning  techniques;   standards,
specifications,  and  procedures  for  operations;  quality   and
uniformity  of  products  and services  offered;  procedures  for
inventory,   management  and  financial  control;  training   and
assistance;  and  advertising and promotional  programs,  all  of
which may be changed, improved, and further developed by Licensor
from time to time.

     Licensor identifies the System in the United States by means
of certain trade names, service marks, trademarks, logos, emblems
and  indicia of origin, including, but not limited to, the  marks
["Ecomat",] ["Ecomat and design"] ["Ecocleaning"] and such  other
trade names, service marks, trademarks, logos, insignia, slogans,
emblems,  designs, trade dress, and other commercial  symbols  as
are now designated and may hereafter be designated by Licensor in
writing  for  use  in  connection with  the  System  (hereinafter
referred to as "Marks").

      Master  Licensee wishes to obtain certain exclusive  rights
under  this  Agreement to develop System Facilities by  licensing
affiliates  of the Master Licensee or unaffiliated third  parties
(collectively  "Licensees"), pursuant  to  a  license  agreement,
under  the System and the Marks in the country of Indonesia
("Territory").

      Licensor continues to develop, use and control the  use  of
such  Marks  in  order to identify for the public the  source  of
services  and products marketed thereunder and under the  System,
and   to  represent  the  System's  high  standards  of  quality,
appearance and service.

      NOW, THEREFORE, the parties, in consideration of the mutual
undertakings  and commitments set forth herein, the  receipt  and
sufficiency of which are hereby acknowledged, agree as follows:
1.   GRANT

      1.1    Grant  of Rights. Licensor hereby grants  to  Master
Licensee,  and  Master Licensee hereby accepts, pursuant  to  the
terms  and conditions of this Agreement, the right and obligation
to develop thirty-six (36) Primary Facilities under the System in
the  Territory.  Master Licensee shall execute License Agreements
and  Development  Agreements  with  Licensees,  as  described  in
Section  1.2  hereof.  Primary Facilities shall be  developed  in
accordance with the development schedule described in  Section  4
hereof.

      1.2    License Agreements and Development Agreements.  Each
System  Facility will be established and operated pursuant  to  a
license agreement between Master Licensee and Licensee  ("License
Agreement").  Each License Agreement shall consist of an  initial
term  of  ten (10) years and three (3) renewal terms of five  (5)
years  each.  System Facilities consisting of (a) one (1) Primary
Facility and (b) a total of any combination of at least three (3)
Drop Sites, Satellites, or Laundries ("Cluster") may be developed
in  a  portion of the Territory pursuant to a cluster development
agreement  between Master Licensee and a developer  ("Development
Agreement").  Master Licensee shall enter into a separate License
Agreement with each Licensee for a System Facility and,  if  such
System  Facility is not a Primary Facility, such addendum  for  a
Satellite,  Satellite  Route,  Laundry,  or  Drop  Site   as   is
applicable  thereto and is attached as an Exhibit to the  License
Agreement.   Such  License Agreements and the applicable  addenda
shall be included in the term "License Agreement" as used in this
Agreement.   Such  License  Agreement and  Development  Agreement
shall be based upon the form of license agreement and development
agreement used by Licensor in the United States (copies of  which
Master  Licensee acknowledges receipt prior to execution  hereof)
and shall be prepared by Licensor within sixty (60) days from the
date  of  execution  of this Agreement for conformity  with  this
Agreement  and in accordance with the laws, customs,  and  market
characteristics  of  each country in the  Territory.   When  such
License Agreement and Development Agreement are conformed for use
by   Licensor,  such  agreements  shall  constitute  the  License
Agreement  and Development Agreement for use hereunder and  shall
be  attached as Exhibits A and B hereto, respectively.   Licensor
will  deliver  a  complete and accurate  copy  of  each  executed
License Agreement (and exhibits thereto) and executed Development
Agreement  (and exhibits thereto) to Licensor within thirty  (30)
days after executing each such agreement.

      1.3    Territorial Protection.  Except as provided in  this
Agreement,  neither Licensor nor its affiliates  shall  establish
and  operate or authorize any person or entity other than  Master
Licensee,  to  establish and operate, a System  Facility  in  the
Territory  during  the  term  of the  Development  Schedule  (the
"Exclusivity Period").

      1.4    No Franchise or License Granted. This Agreement does
not  grant  to Master Licensee any right or license to operate  a
System  Facility.  Such rights are only conferred by  the  Ecomat
License Agreements referenced herein.

      1.5   Affiliate; Affiliated Licensee.  For purposes of this
Agreement,   (1)   an  "affiliate"  is  any  person   or   entity
controlling, controlled by, or under common control with, another
legal  entity, and (2) an "Affiliated Licensee" is  any  Licensee
owned and operated by an affiliate of Master Licensee.

2.   FEES

      2.1    Master License Fee.  As consideration for the rights
granted hereunder, Master Licensee shall pay to Licensor  a  non-
refundable master license fee of One Hundred Thousand U.S. Dollars
(U.S. $100,000), payable as follows:

         2.1.1 Ten Thousand U.S. Dollars (U.S. $10,000), of  which
Licensor acknowledges receipt prior to the date hereof; and

         2.1.2 Ninety Thousand U.S. Dollars  (U.S.$90,000)  to  be  paid
upon  the  date  of  execution  of  this Agreement, of which Licensor
acknowledges receipt.

The master license fee is deemed earned upon the payment thereof,
and  Master Licensee shall not be entitled to any refund  of  any
portion of the master license fee.

      2.2    Agreement  Fees.   During the  term  hereof,  Master
Licensee shall pay to Licensor:

         2.2.1 Three Thousand U.S.  Dollars  (U.S. $3,000) for each
Development  Agreement  executed   with   an unaffiliated  Licensee
within thirty (30) days  of  execution  of such agreement;

         2.2.2 Three  Thousand  U.S.  Dollars  (U.S. $3,000)  for  each
License  Agreement  for  a  Primary  Facility executed with an unaffiliated
Licensee within thirty (30) days of execution of such agreement; and

         2.2.3 Five Hundred U.S. Dollars  (U.S. $500)  for each License
Agreement for each Satellite  Facility, Satellite   Route,  or  Laundry
executed  with  an  unaffiliated Licensee within thirty (30) days of
execution of such agreement.

         2.2.4 Four Hundred Fifty U.S. Dollars (U.S.  $450)  for
each  License  Agreement  for each Drop  Site  executed  with  an
unaffiliated  Licensee within thirty (30) days  of  execution  of
such agreement.

      2.3    Royalty Fees.  Master Licensee shall pay to Licensor
an  ongoing  monthly royalty fee paid quarterly by the twentieth (20th)
day of the first month following the end of the quarter for each System
Facility operating in the preceding month (or any portion thereof) during
the term hereof as follows beginning in the fourth month following opening:

         2.3.1 Four Hundred U.S. Dollars (U.S. $400) for each Primary
         Facility;

         2.3.2 One Hundred Fifty U.S. Dollars (U.S. $150) for each Satellite
         or Satellite Route; and

         2.3.3 One Hundred U.S. Dollars (U.S. $100) for each Laundry or Drop
         Site


      [Licensor  may, from time to time, authorize certain  other
items  to be excluded from Gross Sales.  Any such permission  may
be revoked or withdrawn at any time in writing by Licensor in its
discretion.]

      2.4    Currency Conversion.  All payments to Licensor  made
pursuant  to  this  Agreement shall be paid to Licensor  in  U.S.
dollars, or such other currency designated by Licensor from  time
to  time, and wire transferred, at Master Licensee's expense,  to
such  bank account as Licensor shall designate from time to time.
Computation   of  any  amounts  which  require  conversion   from
Indonesian rupiah to U.S. dollars for payments required hereunder
shall  be  made, at Master Licensee's expense, at the  electronic
transfer selling rate for U.S. dollars quoted by Lippo Bank in Jakarta,
Indonesia(or its successor)  with  respect  to  ringgit on the date payment
is made.  Master Licensee shall  bear all  costs  and expenses
associated with such currency conversion and transfers of Master
Licensee's bank and of any correspondence bank, if any, in the United
States.

      2.5    Withholding.  Master Licensee shall have the  right,
for  all  payments made by Master Licensee to Licensor hereunder,
to  deduct  fifty-percent (50%) of the amount of  any withholding
taxes on payments Licensor is required to make to the appropriate
tax  authorities  in Malaysia on such payments.  Master  Licensee
shall  directly  pay  to the appropriate taxing  authorities,  on
behalf  of  Licensor, the full amount which  Master  Licensee  is
required to withhold under any laws in Malaysia on payments  made
by  Master Licensee to Licensor.  Master Licensee shall  transmit
to Licensor official receipts for payments of all taxes withheld.
If  Master Licensee fails to withhold or pay such taxes, it shall
indemnify Licensor for the full amount of such taxes and for  any
loss  or  liability  occasioned by Master Licensee's  failure  to
withhold as required by law, including, but not limited  to,  any
penalties,  interest, and expense incurred by  Licensor.   Master
Licensee  shall  transmit such taxes to  the  appropriate  fiscal
authorities.   Such  taxes  shall not  affect  Master  Licensee's
obligation  to make payments to Licensor as required  under  this
Agreement.

       2.6   Currency  Restrictions.   In  the  event  that  any
governmental  authority having jurisdiction in  Malaysia  imposes
restrictions  on  the  transfer of funds or  currency  to  places
outside of Malaysia, Licensor, in its sole discretion, shall have
the  option to require that Master Licensee deposit all  payments
required  under  this  Agreement  to  a  designated  account   in
Malaysia, and that payment of such accumulated amounts be made to
Licensor, pursuant to the terms of Section 2.5 hereof, as soon as
possible  after  any such currency restriction is  no  longer  in
effect.

      2.7    Payments to Licensor.  Master Licensee shall not  be
entitled  to withhold payments due Licensor under this  Agreement
on  grounds of alleged nonperformance by Licensor hereunder.  Any
payment  not actually received by Licensor on or before the  date
due shall be deemed overdue.  Time is of the essence with respect
to  all payments to be made by Master Licensee to Licensor.   All
unpaid obligations under this Agreement shall bear interest  from
the  date due until paid at the rate of twelve percent (12%)  per
annum,  for  such  periods as the payments are overdue.   If  any
payments  are  overdue, Master Licensee shall pay  Licensor  such
amounts  on demand, plus such interest.  Entitlement to  interest
shall   be  in  addition  to  any  other  remedies  of  Licensor.
Notwithstanding  anything to the contrary  contained  herein,  no
provision  of this Agreement shall require the payment or  permit
the  collection of interest in excess of the maximum rate allowed
by  applicable law.  If any excess of interest in such respect is
herein provided for, or shall be adjudicated to be so provided in
this Agreement, the provisions of this paragraph shall govern and
prevail,  and Master Licensee shall not be obligated to  pay  the
excess amount of such interest.

3.   DUTIES OF LICENSOR

      3.1   Site Selection Guidelines.  Licensor shall provide to
Master Licensee Licensor's written site selection guidelines used
in  the United States, which Master Licensee shall adapt for  use
in each country in the Territory.

      3.2   Site  Evaluation.  Licensor may  provide  to  Master
Licensee  such on-site evaluation as Licensor may deem  necessary
on  its own initiative.  Licensor shall have the right to require
Master  Licensee  to  reimburse Licensor (or  its  designee)  for
travel, meals, lodging, and other out-of-pocket expenses incurred
by Licensor's employees in making any on-site evaluation.

      3.3   Design  Plans.   Licensor shall  provide  to  Master
Licensee,  on  loan,  a set of prototypical architectural  design
plans and specifications for each type of System Facility used in
the  United States.  Master Licensee shall independently, and  at
Master  Licensee's  expense, have such architectural  and  design
plans  and  specifications adapted for construction or remodeling
of  System Facilities in each country in the Territory for use by
Licensees.

      3.4   Manuals.  Licensor shall furnish to Master Licensee,
on  loan, one (1) set of Confidential Operations Manuals and such
other  manuals  and  written materials  as  Licensor  shall  have
developed  for  use  in the United States (as  the  same  may  be
revised  and  supplemented by Licensor from  time  to  time,  the
"Manuals"), as more fully described in Section 7 hereof.

      3.5   Computer Software.  Licensor shall furnish to Master
Licensee  certain computer software and hardware to  be  used  by
Master  Licensee  and  Licensees in operating under  the  System.
Such computer monitoring software and hardware and accounting and
point  of  sale software shall be licensed to Master Licensee  by
Licensor  as  described in the Monitoring Software  and  Hardware
License  Agreement  and  Accounting and Point  of  Sale  Software
License Agreement.  Such agreements shall be based upon the  form
of  such agreements used by Licensor in the United States (copies
of  which Master Licensee acknowledges receipt prior to execution
hereof)  and shall be revised by Licensor within sixty (60)  days
from  the date of execution of this Agreement for conformity with
this  Agreement  and  in accordance with the laws,  customs,  and
market  characteristics of each country in the  Territory.   When
such  agreements  are  conformed  for  use  by  Licensor,  Master
Licensee  shall  promptly execute such   agreements  which  shall
constitute the Monitoring Software and Hardware License Agreement
and  Accounting and Point of Sales Software License Agreement for
use  hereunder and shall be attached as Exhibits C and D  hereto.
Licensor  shall  also  make available to  Master  Licensee  at  a
reasonable  cost  any upgrades, enhancements, or replacements  to
the  software and hardware that are developed from time  to  time
by, or on behalf of, Licensor.

     3.6   Assistance.  Licensor shall furnish to Master Licensee
in the Territory:

         3.6.1  One (1) of Licensor's employees for a minimum  of
twenty-one  (21)   business days, which may not  be  consecutive,
within  the  first  six  (6) months after the  date  first  above
written,  at Master Licensee's sole cost and expense, to  provide
assistance to Master Licensee in operations, cleaning, marketing,
licensee  recruitment  activities,  and  such  other  matters  as
Licensor, in its sole discretion, deems appropriate; and

         3.6.2 One (1) of Licensor's management personnel for  at
least   a  total  of  five  (5)  work-days,  which  may  not   be
consecutive, at Master Licensee's expense, to provide  assistance
to  Master Licensee in operations, cleaning, marketing,  licensee
recruitment  activities, and such other matters as  Licensor,  in
its  sole  discretion,  deems appropriate  in  each  twelve-month
period  commencing  six (6) months after  the  date  first  above
written, and in each twelve-month period thereafter, upon  Master
Licensee's  request; provided, however, that some or all  of  the
assistance described in this Section 3.6.2 may be furnished by  a
third-party authorized by Licensor.

Licensor  shall pay the salaries for its employees in  furnishing
the  assistance under Sections 3.6.1 and 3.6.2 hereof, and Master
Licensee shall promptly reimburse Licensor for all of the out-of-
pocket  costs  and  expenses for the travel, food,  lodging,  and
related  expenses  of  Licensor's  personnel  in  furnishing  the
assistance described in Section 3.6.2 hereof. Any additional  in-
country  assistance  furnished by Licensor at  Master  Licensee's
request  pursuant to Section 3.6.2 hereof shall be at  the  then-
current  rate described in the Manual for additional, subsequent,
and  replacement initial training,  which Master  Licensee  shall
pay to Licensor within thirty (30) days after such assistance  is
provided.

      3.7  Visits. Licensor shall periodically visit the System
Facilities  and provide evaluations of the services rendered  and
products  sold therein from time to time as reasonably determined
by Licensor, at Licensor's cost and expense.

     3.8   Advertising and Promotional Materials.  Licensor shall
furnish  to  Master Licensee, prior to the opening of  the  first
System   Facility,   and   at  Licensor's   discretion,   certain
advertising  and promotional materials and information  developed
for  use  in the United States.  Licensor may from time  to  time
thereafter, at Licensor's discretion, provide to Master Licensee,
for  use  in marketing and conducting local advertising  for  the
System Facilities in the Territory, certain other advertising and
promotional  materials and information that may be  developed  by
Licensor  in  the United States at a reasonable  cost  to  Master
Licensee,  if  Master Licensee wishes to purchase such  materials
and information from Licensor.

      3.9  Advice  and  Materials.  Licensor shall  furnish  to
Master   Licensee   advice  and  written   materials   concerning
techniques  of managing and operating the System Facilities  from
time to time developed by Licensor, for use in the United States,
including  new  developments  and  improvements  in  laundry  and
cleaning equipment and products.

      3.10 Laundry and Wetcleaning.  Licensor shall furnish  to
Master  Licensee a list of approved suppliers for certain laundry
and  wetcleaning  equipment   with which  Master  Licensee  shall
require  Licensees to comply from time to time as Licensor  deems
appropriate, as described in Section 5.5.2.7.

      3.11 Training.  Licensor shall furnish to Master Licensee
an  initial  training  program and  other  training  programs  in
accordance with the provisions of Section 5.4.

      3.12 System  Changes.   Master Licensee  understands  and
agrees  that the System must not remain static if it is  to  meet
presently   unforeseen   changes   in   technology,   competitive
circumstances, and the needs of customers, and to best serve  the
interest of Licensor, Master Licensee, Licensees, and the System.
Accordingly,  Master  Licensee expressly understands  and  agrees
that Licensor may from time to time change the components of  the
System,  including,  but not limited to, altering  the  programs,
services, methods, standards, forms, policies, and procedures  of
that  System;  adding  to,  deleting  from,  or  modifying  those
programs  and  services  which Licensees' System  Facilities  are
authorized  to offer; and, changing, improving, or modifying  the
Marks.  Subject to the other provisions of this Agreement, Master
Licensee  expressly  agrees to abide by any  such  modifications,
changes, additions, deletions, and alterations.

4.   TERM; DEVELOPMENT OF TERRITORY

      4.1 Term.  Unless sooner terminated in accordance with this
Agreement,  the term of this Agreement and all rights granted  by
Licensor under this Agreement shall expire on the date the last
License Agreement executed pursuant hereto expires or is terminated.
Each License Agreement shall consist of an initial term of ten years
with three renewal terms of five years each.


      4.2  Information; Site Approval.  Master  Licensee  shall
provide to Licensor:

        4.2.1 At least thirty (30) days prior to the execution of
any  Development Agreement or License Agreement, such information
concerning  a  prospective licensee as  Licensor  may  reasonably
request.   Each  prospective Developer and Licensee  shall  be  a
person   of   sufficiently  good  reputation  as  to   character,
integrity, financial capacity, and operational skills  as  to  be
reasonably  expected to comply fully with its  obligations  under
the   Development  Agreement  and  License  Agreement, to approve
each such Developer and Licensee prior to execution of an agreement
with any such parties.  If Licensor exercises such right, Master
Licensee shall not execute any agreement with such parties without
Licensor's prior written approval, which shall not be unreasonably
withheld.

        4.2.2 Such information concerning the proposed site  for
any  System  Facility as Licensor reasonably requests,  prior  to
authorizing  any Licensee or prospective licensee  to  acquire  a
site for any System Facility, and shall consult with Licensor  in
such   a   manner  as  Licensor  reasonably  requests  prior   to
authorizing any Licensee to acquire such site.  Licensor reserves
the right to approve the site for each System Facility, and, upon
written  notice to Master Licensee, to inspect any such site  and
give  its  prior  written approval for the site for  each  System
Facility.   If  Licensor  exercises such right,  Master  Licensee
shall  not  approve any site until Master Licensee  has  received
Licensor's written approval.

     4.3   Development Obligations

         4.3.1  Acknowledging that time is of the essence, Master
Licensee  agrees to have open and in operation in  the  Territory
the  cumulative total number of Primary Facilities by  the  dates
indicated   in   the   development  schedule  (the   "Development
Schedule")   below,  by  the  end  of  each  of  the   designated
development   periods  (the  "Development  Periods");   provided,
however, that the first Primary Facility shall be developed  only
by an Affiliated Licensee.

Development                       Cumulative Total Number of Primary Facilities
Period               By:          Which Shall Be Open and in Operation
1             April 15, 1998               Two (2)
2             April 15, 1999               Five (5)
3             April 15, 2000               Eight (8)
4             April 15, 2001               Eleven (11)
5             April 15, 2002               Fourteen (14)
6             April 15, 2003               Twenty (20)
7             February 15, 2004            Twenty-Five (25)


         4.3.2  In the event that Master Licensee fails  to  have
open  and  in  operation in the Territory  the  cumulative  total
number  of  Primary Facilities in accordance with the Development
Schedule, Licensor shall, at Licensor's option, have the right to
terminate the territorial protection described in Section 1.3  of
this  Agreement;  provided, however, that Master Licensee  shall,
under  no  circumstances, lose such territorial protection  until
April 15, 2001; and further provided, that Licensor shall discuss
with  Master  Licensee any reasonable revision of the Development
Schedule   proposed  by  Master  Licensee,  prior  to  Licensor's
exercise  of its option to terminate such territorial protection.
In  the event Licensor terminates such protection, Licensor shall
have the right to establish and operate, and to license others to
establish and operate, System Facilities under the System and the
Marks  in  any country in the Territory during the term  of  this
Agreement.

5.   DUTIES OF MASTER LICENSEE

      Master Licensee and the Principals, as applicable, make the
following  representations, warranties and covenants  and  accept
the following obligations:

         5.1 Corporate  Representations and  Warranties.   Master
Licensee represents, warrants and covenants that:

         5.1.1 Master Licensee is a newly formed corporation, and
Master Licensee is duly organized and validly existing under  the
applicable law to its formation;

         5.1.2 Master Licensee is duly qualified and is authorized
to  do  business  in  each jurisdiction  in  which  its  business
activities  or the nature of the properties owned by  it  require
such qualification;

         5.1.3 Master Licensee's organizational documents shall at
all  times  provide  that the activities of Master  Licensee  are
confined  exclusively  to the development of  System  Facilities,
unless otherwise consented to by Licensor in writing;

         5.1.4   Copies   of  Master  Licensee's   articles   of
incorporation, bylaws, other governing documents, any  amendments
thereto, resolutions of the Board of Directors authorizing  entry
into  and performance of this Agreement, and any certificates  or
other  documents as may be reasonably required by  Licensor  have
been  furnished  to  Licensor prior  to  the  execution  of  this
Agreement;

         5.1.5  The  ownership interests in Master  Licensee  are
accurately and completely described in Exhibit E hereto.   Master
Licensee shall maintain at all times a current list of all owners
of  record  and  all  beneficial owners of any  class  of  voting
securities in Master Licensee, and shall make its list of  owners
available to Licensor upon request;

         5.1.6  Master  Licensee  shall  maintain  stop-transfer
instructions against the transfer on its records of  any  of  its
equity  securities and each stock certificate representing  stock
of  the corporation shall have conspicuously endorsed upon  it  a
statement  in  a form satisfactory to Licensor that  it  is  held
subject  to  all  restrictions imposed upon assignments  by  this
Agreement;  provided,  however, that  the  requirements  of  this
Section shall not apply to the transfer of equity securities of a
publicly-held corporation (as defined in Section 12.4); and

         5.1.7  Master Licensee's Principals shall,  jointly  and
severally,  guarantee  Master Licensee's performance  of  all  of
Master Licensee's obligations, covenants and agreements hereunder
pursuant  to  the terms and conditions of the guaranty  contained
herein, and shall otherwise bind themselves to the terms of  this
Agreement as stated herein.

      5.2    Best  Efforts.  Master Licensee's  Principals  shall
devote  substantial full time and best efforts to the supervision
and conduct of the business contemplated by this Agreement.

      5.3    Compliance with Laws, Rules and Regulations.  Master
Licensee shall comply with all requirements of national and local
laws,  rules,  regulations, and orders in  each  country  in  the
Territory.

      5.4   Training.  Master Licensee agrees that it is necessary
to  the  continued operation of the System that six (6) of Master
Licensee's  employees and such employees of Affiliated  Licensees
as  Licensor  designates receive such training  as  Licensor  may
require, and accordingly agrees as follows:

         5.4.1 Not later than ninety (90) days after the date  of
execution of this Agreement, for Master Licensee's employees, and
not  later  than  thirty (30) days prior to the date  the  System
Facility  of  each Affiliated Licensee is scheduled to  open  for
each  of  such Affiliated Licensees' employees, Master Licensee's
and  such  Affiliated Licensee's employees as Licensor designates
shall attend and complete, to Licensor's satisfaction, Licensor's
initial training program in the United States.  Training of  such
persons  shall  be  conducted by Licensor or its  designee  at  a
Licensor-operated System Facility or other location designated by
Licensor.   Licensor  shall  provide  instructors  and   training
materials  for such initial training at no additional  charge  to
Master Licensee.

        Licensor shall determine, in its sole discretion, whether
such trainees have satisfactorily completed initial training.  If
the initial training program is not satisfactorily completed,  or
if  Licensor, in its reasonable business judgment based upon  the
performance  of  such  trainees,  determines  that  the  training
program  cannot be satisfactorily completed by any  such  person,
Master  Licensee shall designate a replacement to  satisfactorily
complete such training.

        Any  employees replacing any employee that has  received
training  or  any Affiliated Licensee subsequently designated  by
Master  Licensee  shall  also receive and complete  such  initial
training.  Licensor reserves the right to charge a reasonable fee
for  any  initial  training provided  by  Licensor  to  any  such
replacement   employee.   Master  Licensee  or   the   Affiliated
Licensee,  as appropriate, shall be responsible for any  and  all
expenses  incurred  by  Master Licensee or Affiliated  Licensee's
employees  in  connection  with  any  initial  training  program,
including,  without limitation, costs of travel,  lodging,  meals
and wages.

         Licensor  will  pay no compensation  for  any  services
performed   incidental  to  training  by  trainees  enrolled   in
Licensor's  initial training program or any subsequent  training.
Licensor  reserves the sole and exclusive right to determine  the
duration of, and what subjects are included in, the curriculum of
its  training  programs, and to train any number  of  individuals
from  any  number  of  System  Facilities,  whether  licensed  or
otherwise affiliated with Licensor, at the same time.

          5.4.2  Master  Licensee's  Principals  and  such  other
personnel  of  Master Licensee as Licensor shall designate  shall
attend,   at  such  location  in the Territory  or  otherwise  as
Licensor reasonably designates, such additional training programs
and seminars as Licensor may offer from time to time, if Licensor
requires  such  attendance.  For all such programs and  seminars,
Licensor  will  provide the instructors and  training  materials.
However,  Licensor reserves the right to impose a reasonable  fee
for  such  additional  training programs  and  seminars.   Master
Licensee  shall be responsible for any and all expenses  incurred
by Master Licensee's Principals and other personnel in connection
with  such  additional training, including,  without  limitation,
costs of travel, lodging, meals, and wages.

          5.4.3   Provided  Licensor  is  satisfied  that  Master
Licensee's employees have successfully completed initial training
in  the  United  States as provided under Section 5.4.1,  and  is
further satisfied that Master Licensee is capable of successfully
training  managers  and  employees  of  each  Licensee   in   the
Territory,  notwithstanding  any  terms  and  conditions  in  any
License  Agreement to the contrary, Master Licensee shall furnish
training to all Licensees and all of Licensees' employees for all
System  Facilities in the Territory, as such training is required
under  the License Agreement.  Master Licensee agrees to  assume,
and  does  hereby  assume, all such obligations  of  Licensor  to
furnish  initial  training under each License Agreement.   Master
Licensee  shall  employ a trainer fluent in the English  language
who   shall  complete,  to  Licensor's  satisfaction,  Licensor's
training  program,  at Master Licensee's sole cost  and  expense.
Master Licensee shall immediately employ a replacement trainer if
such  trainer  ceases  to  be Master  Licensee's  trainer.   Such
trainer  shall provide training to Licensee's employees, at  such
System  Facility or other reasonable location as Master  Licensee
shall  designate.  Master Licensee shall, at its  sole  cost  and
expense,  provide, equip, and commence operation  of  a  training
program using such trainer which will obtain the same results  in
training as does Licensor's training school in the United States,
as  determined by Licensor, for the purpose of providing training
as  required  under each License Agreement.  From time  to  time,
Licensor  may  attend  and/or conduct  an  audit  of  the  Master
Licensee's training program.  If Licensor, in its sole judgement,
determines  there are deficiencies in Master Licensee's  training
program, Master Licensee shall take such action as is required by
Licensor   to  correct  such  deficiencies,  including,   without
limitation,  (a)  replacing the Master  Licensee's  trainer,  (b)
requiring Master Licensee's trainer to attend additional training
in the United States, at Master Licensee's sole cost and expense,
or  (c)  requiring  Licensees'  employees  to  attend  Licensor's
initial training program in the United States.

         5.4.4  Advertising and Promotional Materials  and  Other
Items.   Master  Licensee  shall  require  all  advertising   and
promotional materials, signs, decorations, paper goods (including
all  forms and stationery used hereunder), and other items  which
may  be  designated  by  Licensor, to  bear  the  Marks  and  the
description  of the services offered by each System  Facility  in
the form, color, location, and manner prescribed by Licensor.

      5.5 Rights  and  Obligations Related  to  Licensees  and
Developers.

         5.5.1  Prospective Licensees and Developers.  In dealing
with  prospective  licensees and prospective  developers,  Master
Licensee shall:

            5.5.1.1   Make  no representations or  warranties  in
conflict  with the terms and conditions of the License  Agreement
or   Development  Agreement,  the  Manuals,  or   other   related
documents; and

            5.5.1.2   Carefully  screen and evaluate  prospective
Licensees and Developers pursuant to the standards prescribed  by
Licensor.

         5.5.2  Master Licensee's Duties.  For each Licensee  and
Developer,  Master Licensee shall, at its sole expense,  promptly
fulfill  all  its duties, require each Licensee and Developer  to
fulfill  all  their obligations, and enforce all  the  terms  and
conditions,   under  each  License  Agreement   and   Development
Agreement.  In this regard, Master Licensee shall:

             5.5.2.1   Provide  site  selection  counseling   and
assistance,  on-site  inspections,  site  evaluations,  and  site
recommendations,  in  accordance with  applicable  standards  for
sites under the System;

             5.5.2.2  Provide training programs;

             5.5.2.3  Provide to each Licensee the plans  for  the
construction  of  the interior design and layout  of  the  System
Facility, advice and consultation to the Licensee with regard  to
the  construction  and/or  renovation of  each  System  Facility,
conduct   on-site   inspections   during   construction    and/or
renovation,  and  ensure upon completion of  construction  and/or
renovation that construction and/or renovation has been completed
in accordance with the plans and specifications;

             5.5.2.4   Upon  completion  of  construction  and/or
renovation, inspect each System Facility to confirm that  it  has
been equipped in accordance with the plans and specifications;

             5.5.2.5  Provide the Manuals and all updates  to  the
Manuals:

             5.5.2.6   Provide such opening assistance, and  other
assistance  as  designated by Licensor and  as  required  by  the
License Agreement and Development Agreement;

             5.5.2.7   Require  each Licensee to  acquire  certain
laundry and wetcleaning equipment from approved suppliers;

             5.5.2.8   Visit each System Facility in the Territory
at  least two (2) times each year during the term of the relevant
License   Agreement  and  any  renewals,  in  order  to   provide
continuing  assistance as reasonably requested by  the  Licensee,
inspect the premises of such System Facility to determine whether
Licensee's  continued operation is in conformity with  Licensor's
procedures, standards, and specifications, and verify  compliance
by  Licensee  and Licensee's employees with applicable  laws  and
procedures; and

             5.5.2.9   Monitor (and submit to Licensor,  at  least
once every twelve (12) months) written reports on such forms  and
at  such  times  as  Licensor may request) and,  upon  Licensor's
request, promptly take all steps necessary to remedy any and  all
matters reasonably requested by Licensor, including:

               5.5.2.9.1   Any apparent deficiencies and problems
concerning the uniformity and quality of service provided by  the
Licensee;

               5.5.2.9.2    Any  apparent opportunities  for  the
Licensee to improve its performance;

               5.5.2.9.3   Any apparent deviations from Licensor's
operating  procedures,  standards,  and  specifications  or  from
proper usage of the Marks; and

               5.5.2.9.4    Any apparent violations of applicable
laws.

         5.5.3 Enforcement of Agreements.  Master Licensee  shall
enforce each term and condition of each Development Agreement and
of  each  License Agreement, including timely payments, adherence
to  the  Manuals, correct use of the Marks, successful completion
of   training,   compliance  with  any  development  obligations,
adherence  to  site  selection  and  construction  criteria,  and
compliance  with operating standards.  Moreover, Master  Licensee
must  fulfill each of its duties under each Development Agreement
and each License Agreement in a competent and timely manner.

         5.5.4   Services,  Products,  Equipment  and   Programs
Developed By Master Licensee.  Master Licensee hereby agrees  and
affirms  that  any  and  all  cleaning  or  laundering  services,
products,   equipment  and/or  programs,  and   any   inventions,
discoveries, technologies, services or products related  thereto,
irrespective  of  whether  they  are  or  are  not  patented   or
patentable, and any sales, marketing, or promotional programs  or
campaigns concerning same, which are developed by or on behalf of
Master Licensee or any Licensee in conjunction with, for use  in,
arising from, or related to the business licensed hereunder,  and
which  in any way relate directly or indirectly to any Licensee's
System  Facility or the business licensed hereunder,  procedural,
technical,  or  commercial  needs,  problems,  developments,   or
projects,  or  to  Master  Licensee's  production,  research   or
experimental  developments  and projects  (collectively,  "Master
Licensee-developed   know-how")  are   hereby   irrevocably   and
permanently licensed to Licensor for incorporation in the  System
and  subsequent use by Licensor, its affiliates, and, if Licensor
determines, for use by other Master Licensees and  Licensees, and
Master  Licensee agrees to make prompt disclosure to Licensor  of
all such inventions and discoveries.

            5.5.4.1   Further, Licensor shall have the  right  to
apply  for,  obtain, and own for its sole and  exclusive  benefit
patents for any patentable Master Licensee-developed or Licensee-
developed know-how if Master Licensee declines to apply  for  and
obtain  such patents.  Licensor, its affiliates and its Licensees
shall  not,  as a consequence of Licensor's acquisition  of  such
license  or  patent rights, be liable to Master Licensee  or  any
Licensee  in  any  fashion  whatsoever,  be  it  compensation  or
otherwise.

            5.5.4.2   If Master Licensee or any Licensee declines
to  apply  for  and  obtain  patents for  any  patentable  Master
Licensee-developed   or   Licensee-developed   know-how,   Master
Licensee   agrees   to,   and  require  Licensee   to,   execute,
acknowledge,  make,  and  deliver, to Licensor  or  its  attorney
without  compensation (but without expense to  Master  Licensee),
any  and  all  instruments, including United States  and  foreign
patent  applications, applications for securing,  protecting,  or
registering  any property rights embraced within this  Agreement,
powers   of   attorney,  assignments,  oaths,  or   affirmations,
supplemental oaths, and sworn statements, and to do any  and  all
lawful  acts  which in the judgement of Licensor or its  attorney
may  be  necessary  or desirable to vest in, or  secure  for,  or
maintain  for the benefit of Licensor adequate patent  and  other
property  rights  in the United States and all foreign  countries
with  respect  to  any and all such Master Licensee-developed  or
Licensee-developed know-how, whether published or unpublished and
whether  or  not the subject of statutory industrial property  or
copyright protection.

        5.6   Other Requirements and Obligations. Master Licensee
shall  comply with all other requirements and perform such  other
obligations as provided hereunder.

        5.7    Non-Proprietary  Products.   Master  Licensee  shall
comply,  and  shall  require Licensees to  comply,  with  all  of
Licensor's standards and specifications relating to the  purchase
of  all  supplies,  materials, fixtures,  furnishings,  equipment
(including  computer hardware and software), decor items,  signs,
delivery vehicles (including alternative fuel vehicles), food and
beverage items and other products used or offered for sale at  or
from   each  System  Facility.   Master  Licensee  shall  require
Licensees  to obtain all cleaning and laundry equipment  used  at
System Facilities solely from suppliers (including manufacturers,
distributors  and other sources) who continue to demonstrate  the
ability   to   meet   Licensor's   then-current   standards   and
specifications  for  such  equipment  used  at  or  from   System
Facilities  and routes and who possess adequate quality  controls
and  capacity  to  supply Master Licensee's  needs  promptly  and
reliably; and who have been approved in writing by Licensor prior
to  any purchases by Master Licensee from any such supplier,  and
who  have  not thereafter been disapproved by Licensor.   If  any
Licensee  desires  to purchase, lease or use any  such  equipment
from  an  unapproved supplier, Master Licensee  shall  submit  to
Licensor  a  written request for such approval, or shall  request
the  supplier itself to do so.  Master Licensee shall not  permit
any  Licensee  to purchase or lease from any supplier  until  and
unless  such  supplier has been approved in writing by  Licensor.
Licensor shall have the right to require that its representatives
be  permitted  to  inspect  the supplier's  facilities  and  that
samples from the supplier be delivered, either to Licensor or  to
an independent laboratory designated by Licensor for testing.   A
charge  not  to exceed the reasonable cost of the inspection  and
the  actual cost of the test shall be paid by Master Licensee  or
the supplier.  Licensor reserves the right, at its option, to re-
inspect from time to time the facilities and products of any such
approved  supplier and to revoke its approval upon the supplier's
failure  to  continue  to  meet any  of  Licensor's  then-current
criteria.  Nothing in the foregoing shall be construed to require
Licensor to approve any particular supplier.

6.   MARKS

      6.1   Application for the Marks.   Licensor represents with
respect to the Marks that Licensor has the right to use,  and  to
license  others to use, the Marks; Licensor has applied  for,  or
will apply for, registration in [Malaysia] [Brunei] for the Marks
described  in  Exhibit F hereto; and all other  steps  reasonably
necessary  to preserve and protect the ownership and validity  of
the  Marks  will  be  taken.  Master Licensee  acknowledges  that
Licensor  has applied for, but has not yet received, registration
of  the  Marks  described in Exhibit F attached  hereto.   Master
Licensee  further acknowledges and agrees that  Licensor  may  be
unable  to  obtain registration of some or all of the  Marks  for
which  registration has been made, and that Licensor shall  incur
no  liability to Master Licensee or any Licensee for any  failure
to  obtain such registration.  Master Licensee acknowledges  that
Licensor  is the owner of all right, title and interest  together
with  all  the  goodwill  in and to, the  Marks,  registered  and
unregistered.

      6.2    Non-Ownership of Marks by Master  Licensee.   Master
Licensee expressly understands and acknowledges that:

         6.2.1  As between Licensor and Master Licensee, Licensor
is the owner of all right, title and interest in and to the Marks
and the goodwill associated with and symbolized by them.

         6.2.2      Neither  Master Licensee nor  any  Principals
shall take any action that would prejudice or interfere with  the
validity of Licensor's rights with respect to the Marks.  Nothing
in  this  Agreement  shall give the Master  Licensee  any  right,
title, or interest in or to any of the Marks or any of Licensor's
service  marks,  trademarks,  trade names,  trade  dress,  logos,
copyrights or proprietary materials, except the right to use  the
Marks  and the System in accordance with the terms and conditions
of this Agreement.

         6.2.3     Master Licensee understands and agrees that any
and  all  goodwill arising from Master Licensee's and  Licensee's
use   of  the  Marks  and  the  System  shall  inure  solely  and
exclusively  to  Licensor's  benefit,  and  upon  expiration   or
termination of this Agreement and the license herein granted,  no
monetary amount shall be assigned as attributable to any goodwill
associated with Master Licensee's use of the Marks.

         6.2.4     Master Licensee shall not contest the validity
of  Licensor's interest in the Marks or assist others to  contest
the validity of Licensor's interest in the Marks.

         6.2.5 Master Licensee acknowledges that any unauthorized
use  of  the Marks shall constitute an infringement of Licensor's
rights  in  the Marks and a material event of default  hereunder.
Master  Licensee agrees that it shall provide Licensor  with  all
assignments,  affidavits, documents, information  and  assistance
Licensor  reasonably requests to fully vest in Licensor all  such
rights,  title  and interest in and to the Marks,  including  all
such  items as are reasonably requested by Licensor to  register,
maintain and enforce such rights in the Marks.

         6.2.6  If  it  becomes advisable at  any  time,  in  the
discretion of Licensor, to modify or discontinue use of any  Mark
and/or  to adopt or use one (1) or more additional or substituted
Marks,   then  Master  Licensee  shall  comply  with   any   such
instruction  by  Licensor,  and shall require  each  Licensee  to
comply  with such requirement. Master Licensee, and each  of  the
Licensees,  shall promptly make any and all such changes  to  all
signage, stationery, and other items bearing the Marks, at  their
respective  cost  and  expense; provided  such  changes  are  not
required  by  Licensor more than one (1) time  in  any  five-year
period.  In the event any such changes are required more than one
time in any five-year period, the sole obligation of Licensor  in
such  event  shall  be  to  reimburse  Master  Licensee  and  the
Licensees for their documented expenses (such as changing  signs,
stationery,  etc.)  of  compliance  therewith.   Master  Licensee
hereby  waives,  and Master Licensee shall require  each  of  the
Licensees to waive,  any other claim arising from or relating  to
any  such  Mark change, modification or substitution.  Except  as
provided  herein, Licensor shall not be liable to Master Licensee
or  any Licensee for any expenses, losses or damages sustained by
Master  Licensee  or any Licensee as a result of  any  such  Mark
addition,  modification,  substitution  or  discontinuation,  and
Master  Licensee hereby covenants not to commence or join in  any
litigation  or  other  proceeding, and to  require  Licensees  to
covenant  not  to  commence or join in any  litigation  or  other
proceeding,   against Licensor for any such expenses,  losses  or
damages.

         Specifically,  and without limitation to the  foregoing,
Master  Licensee expressly affirms and agrees that  Licensor  may
sell  its  assets, its Marks, or its System outright to  a  third
party;  may go public; may engage in a private placement of  some
or  all of its securities; may merge, acquire other corporations,
or   be   acquired  by  another  corporation;  may  undertake   a
refinancing, recapitalization, leveraged buyout or other economic
or financial restructuring; and, with regard to any or all of the
above   sales,  assignments  and  dispositions,  Master  Licensee
expressly and specifically waives any claims, demands or  damages
arising  from  or  related to the loss  of  said  Marks  (or  any
variation  thereof)  and/or  the  loss  of  association  with  or
identification of "Ecofranchising Inc." as Licensor hereunder.

         6.2.7  Master Licensee agrees to assign to Licensor  any
and  all applications for the use of the Marks in any country  in
the  Territory  which have been filed prior to the  execution  of
this Agreement.

      6.3    Use  and Display of Marks.  With respect  to  Master
Licensee's  licensed use of the Marks pursuant to this Agreement,
Master Licensee further agrees that:

          6.3.1  Unless  otherwise  authorized  or  required   by
Licensor,  Master  Licensee shall operate the  business  licensed
hereunder only under the name "Ecomat" without prefix or  suffix.
Master  Licensee shall not use the Marks as part of its corporate
or other legal name.

          6.3.2 During the term of this Agreement, Master Licensee
shall identify itself as the master licensee in conjunction  with
any  use  of  the Marks, including, but not limited to,  uses  on
invoices, order forms, receipts and contracts.

          6.3.3  Master Licensee shall not use the Marks to  incur
any obligation or indebtedness on behalf of Licensor.

          6.3.4  Master  Licensee  shall  comply  with  Licensor's
instructions in filing and maintaining the requisite  trade  name
or fictitious name registrations, and shall execute any documents
deemed  necessary by Licensor or its counsel to obtain protection
of  the  Marks  or  to  maintain  their  continued  validity  and
enforceability, including, without limitation, a registered  user
agreement.

          6.3.5  Master Licensee shall not register, nor  seek  to
register  any trademark or service mark using the words "Ecomat,"
any  Mark,  or any trademark or service mark confusingly  similar
thereto, in the Territory or any other country at any time.

          6.3.6  Master  Licensee shall  use  all  Marks  in  full
compliance with rules prescribed from time to time by Licensor in
its  Manuals or otherwise.  Master Licensee is prohibited (except
as  expressly  provided or mandated herein) from using  any  Mark
with any prefix, suffix, or other modifying words, terms, designs
or  symbols  (other  than logos licensed by  Licensor  to  Master
Licensee).  In addition, Master Licensee may not use any Mark  in
connection with the sale of any unauthorized program, product  or
service  or  in  any  other manner not explicitly  authorized  in
writing  by  Licensor.  Further, Master Licensee  shall  use  the
Marks  only for the operation of the business licensed  hereunder
or  in advertising for such business. Master Licensee's right  to
use  the  Marks  is  limited  to  such  uses  as  are  authorized
hereunder,  and any unauthorized use thereof shall constitute  an
infringement  of Licensor's rights and a material  and  incurable
breach of this Agreement which, unless waived by Licensor,  shall
entitle  Licensor  to terminate this Agreement  unilaterally  and
immediately  upon notice to Master Licensee, with no  opportunity
to cure, and this Agreement shall thereafter be null, void and of
no  effect (except for those post-termination and post-expiration
provisions which by their nature shall survive).

      6.4    Prosecution  of Infringers.  Master  Licensee  shall
notify  Licensor immediately of any apparent infringement of  the
Marks, or challenge to Master Licensee's use of any Mark,  or  of
any  claim  by any person of any rights in any Mark,  and  Master
Licensee and the Principals shall not communicate with any person
other  than  Licensor or any designated affiliate thereof,  their
counsel and Master Licensee's counsel in connection with any such
infringement,  challenge or claim.  Licensor shall have  complete
discretion  to  take  such  action as  it  deems  appropriate  in
connection   with  the  foregoing,  and  the  right  to   control
exclusively, or to delegate control to any of its affiliates  of,
any  settlement, litigation or any proceeding arising out of  any
such  alleged  infringement,  challenge  or  claim  or  otherwise
relating to any Mark.  Master Licensee agrees to execute, and  to
require  each  Licensee to execute,  any and all instruments  and
documents, render such assistance, and do such acts or things  as
may,  in  the  opinion of Licensor, reasonably  be  necessary  or
advisable  to protect and maintain the interests of  Licensor  or
any  affiliate  in  any  litigation or  other  proceeding  or  to
otherwise protect and maintain the interests of Licensor  or  any
other interested party in the Marks.

      6.5    Defense  of Marks By Licensor.   In the  event  that
Master Licensee or any Licensee receives notice or is informed or
learns of any claim, suit or demand against it on account of  any
alleged  infringement,  unfair  competition,  or  similar  matter
relating  to the use of the Marks, Master Licensee shall promptly
notify  Licensor  of any such claim, suit or demand.   Thereupon,
Licensor shall promptly take such action as it may deem necessary
to protect and defend Master Licensee or any Licensee against any
such  claim by any third party based solely upon any such alleged
infringement, unfair competition, or similar matter  relating  to
the use of the Marks, and shall indemnify Master Licensee and any
Licensee against any loss, cost or expense incurred in connection
therewith.  Neither Master Licensee nor any Licensee shall settle
or  compromise any such claim by a third party without the  prior
written  consent of Licensor.  Licensor shall have the  right  to
defend, compromise and settle any such claim at its sole cost and
expense,  using  its own counsel, and Master Licensee  agrees  to
cooperate fully, and to require each Licensee to cooperate fully,
with  Licensor in connection with the defense of any such  claim.
Licensor is hereby irrevocably granted authority and is appointed
Master  Licensee's and each Licensee's attorney in fact to defend
and/or  settle  all  of such claims, demands  or  suits.   Master
Licensee and each Licensee may participate at his own expense  in
such  defense or settlement, but Licensor's decisions with regard
thereto   shall   be  final.   Notwithstanding  anything   herein
contained  to the contrary, Licensor shall have no obligation  to
defend  or indemnify Master Licensee or any Licensee pursuant  to
this  Agreement  or any License Agreement, respectively,  if  the
claim,  suit  or demand against Master Licensee or  any  Licensee
arises out of or relates to Master Licensee's use of the Marks in
violation  of  the  terms  of  this  Agreement  or  any   License
Agreement, respectively.

      6.6    Nonexclusive License.  The right and license of  the
Marks  granted  hereunder to Master Licensee is nonexclusive  and
Licensor  and  its affiliates thus have and retain the  following
rights,  among  others,  subject  only  to  the  limitations   of
Section 1:

        6.6.1 To grant other licenses for use of the Marks;

        6.6.2  To develop and establish other systems using  the
Marks  or  other  names  or marks and to grant  licenses  thereto
without providing any rights to Master Licensee; and

        6.6.3  To  engage, directly or indirectly,  through  its
affiliates,   employees,  representatives,  licensees,   assigns,
agents  and  others, at wholesale, retail or  otherwise,  in  the
production,  distribution,  license  and  sale  of  products  and
services,   and  to  use  in  connection  with  such  production,
distribution  and  sale, the Marks and any  and  all  trademarks,
trade  names,  service marks, logos, insignia, slogans,  emblems,
symbols, designs and other identifying characteristics as may  be
developed or used from time to time by Licensor.

7.   THE MANUALS; CONFIDENTIAL INFORMATION

     7.1   The Manuals.

         7.1.1 To protect the reputation and goodwill of Licensor
and  to  maintain  high standards of operation  under  Licensor's
Marks, Master Licensee shall require each Licensee to conduct its
System  Facility  in accordance with the Manuals,  other  written
directives which Licensor may issue to Master Licensee from  time
to  time  whether  or  not such directives are  included  in  the
Manuals,  and any other manuals and materials created or approved
for  use  in  the  operation of the business licensed  hereunder.
Master Licensee acknowledges and agrees that the Manuals, and the
rights  to  use  the  System  hereunder,  relate  solely  to  the
operation  of  a  single System Facility, and do  not  contain  a
description as to operation of Licensor.

         7.1.2 Master Licensee may, at any time, propose  to
Licensor changes in the Manuals, at its sole cost and expense, to
adapt   the   Manuals   to   the  laws,   customs,   and   market
characteristics  of  the  countries  of  Malaysia   and   Brunei.
Licensor  shall  use  its best efforts to  review  such  proposed
adaptations  within thirty (30) days of Licensor's submission  to
Licensor.   Any conversion of measurements in the Manual  to  the
metric  system shall be made by the Master Licensee at  its  sole
cost  and  expense.  Master Licensee shall not  use  the  adapted
Manuals   without   Licensor's  prior  written   approval.    All
requirements of this Agreement related to the Manuals shall apply
to  both the  original version of the Manuals provided to  Master
Licensee  and  any such adapted Manuals.  Licensor shall  furnish
one  (1)  copy of adapted Manuals (and approved changes  thereto)
for  the  Malaysian and Bruneian versions of the Manuals to  each
Licensee  that  has executed a License Agreement  for  each  such
country.

         7.1.3  Master Licensee and the Principals shall at all
times treat the Manuals, any written directives of Licensor,  and
any  other  manuals and materials, and the information  contained
therein,  as confidential and shall maintain such information  as
secret  and  confidential in accordance   with  this  Section  7.
Master  Licensee and the Principals shall not at any  time  copy,
duplicate, record or otherwise reproduce such materials, in whole
or  in  part,  or  otherwise  make  the  same  available  to  any
unauthorized person.

         7.1.4 All copies of the Manuals, written directives,
other   manuals   and   materials  and  any  other   confidential
communications  provided or approved by  Licensor  shall  at  all
times  remain the sole property of Licensor, and all such Manuals
and  other  materials  shall be returned to Licensor  immediately
upon request or upon termination or expiration of this Agreement.

         7.1.5 The Manuals, any written directives, and any other
manuals and materials issued by Licensor and any modifications to
such materials shall supplement this Agreement.

         7.1.6 Licensor may from time to time revise the contents
of  the  Manuals  and  the  contents of  any  other  manuals  and
materials  created or approved for use in the  operation  of  any
System  Facility.   Master Licensee expressly agrees  to  require
each Licensee to comply with each new or changed standard.

         7.1.7 Master Licensee shall at all times ensure that the
Manuals  are  kept current and up to date.  In the event  of  any
dispute  as  to  the contents of the Manuals, the  terms  of  the
master copy of the Manuals in the English language maintained  by
Licensor at Licensor's corporate office shall control.

         7.1.8 The  subject matter of the Manuals  used  in  the
United  States  may  include  (but need not  be  limited  to  nor
necessarily  include  all  of) the following  matters:  services,
equipment,   technologies   and  procedures   relating   to   the
establishment   and   operation   of   environmentally   friendly
laundromat and cleaning facilities, including self-service, drop-
off  services,  and  pickup  and delivery  services;  components,
requirements,  duties, standards, procedures, policies,  systems,
techniques,  guidelines  and  specifications  pertaining  to  the
System  and  to  the  operation of a  licensed  System  Facility;
services,  products  and  programs embraced  by  the  System  and
authorized   for   sale  by  Licensees;  staff  composition   and
organization   systems;  programs,  procedures  and   guidelines;
quality  assurance  programs; supervision systems;  recordkeeping
systems  and materials; advertising and public relations  systems
and   materials;   purchasing  procedures;   proprietary   books,
catalogues,  literature and other writings and  manuals;  certain
bookkeeping  and accounting materials and techniques;  management
and  control  systems; personnel qualifications; reports;  forms;
display  of  signs and notices; authorized or required equipment,
appliances  and appurtenances; hours of operation; required  uses
of  Marks; insurance requirements; license requirements; required
attire;  required manner of offering and selling Ecomat programs,
services  and products; standards of maintenance and  appearance;
customer  satisfaction;  staff  training  requirements;  training
specifications; and, additions to, deletions from,  modifications
to  and variations of the programs, services, products and  other
components  constituting  the  System,  including  standards  and
specifications relating thereto.

     7.2   Confidential Information.

         7.2.1  Neither  Master Licensee nor any  its  Principals
shall,   during  the  term  of  this  Agreement  or   thereafter,
communicate, divulge or use for the benefit of any other  person,
persons,  partnership, association or corporation and,  following
the  expiration or termination of this Agreement, they shall  not
use   for   their  own  benefit,  any  confidential  information,
knowledge or know-how concerning the methods of operation of  the
business licensed hereunder which may be communicated to them  or
of which they may be apprised in connection with the operation of
any  System  Facility under the terms of this Agreement.   Master
Licensee  and  the  Principals shall  divulge  such  confidential
information only to such of each of Master Licensee's and each of
Licensee's  employees  as must have access  to  it  in  order  to
operate  a  System Facility.  Any and all information, knowledge,
know-how, techniques and any materials used in or related to  the
System  which Licensor provides to Master Licensee in  connection
with this Agreement shall be deemed confidential for purposes  of
this Agreement.  Neither Master Licensee nor the Principals shall
at  any  time,  without Licensor's prior written  consent,  copy,
duplicate,  record  or  otherwise  reproduce  such  materials  or
information,  in whole or in part, nor otherwise  make  the  same
available  to  any  unauthorized person.  The  covenant  in  this
Section shall survive the expiration, termination or transfer  of
this  Agreement  or any interest herein and shall be  perpetually
binding upon Master Licensee and each of the Principals.

        Master Licensee specifically understands and affirms that
the   following  has  been  deemed  to  constitute   confidential
information   (without  limitation):  all   products,   services,
equipment,   technologies   and  procedures   relating   to   the
establishment   and   operation   of   environmentally   friendly
laundromat and cleaning facilities, including self-service, drop-
off  services, and pickup and delivery services; all  systems  of
operation,  services,  programs, products, procedures,  policies,
standards,  techniques,  specifications and  criteria  which  now
comprise  or  in  the future may comprise a part of  the  System;
Licensor's Manuals; supplements and/or amendments to the Manuals;
records   pertaining  to  customers  or  billings;   methods   of
advertising  and  promotion; customers; instructional  materials;
staff  composition  and organization systems;  quality  assurance
programs;     supervision    systems;    recommended    services;
recordkeeping  systems  and materials;  bookkeeping  systems  and
materials;  business  forms; product  and  service  order  forms;
general  operations  materials;  revenue  reports;  standards  of
interior  and exterior design and decor; activity schedules;  job
descriptions;  advertising,  promotional  and  public   relations
materials,  campaigns, guidelines and philosophy; specifications,
systems,   standards,  techniques,  philosophies  and  materials,
guidelines,  policies  and  procedures  concerning  the   System;
additions to, deletions from, and modifications and variations of
the components constituting the System or the systems and methods
of operations which are now, or may in the future, be employed by
Licensor,  including  all  standards and specifications  relating
thereto  and  the means and manner of offering and selling  same;
and,    all    other   components,   specifications,   standards,
requirements and duties imposed by Licensor or its affiliates.

         7.2.2  At  Licensor's  request,  Master  Licensee  shall
require  and obtain execution of covenants similar to  those  set
forth in Section 7.2.1 from any personnel of Master Licensee  who
have received or will have access to confidential information  or
training from Licensor.  Such covenants shall be substantially in
the form set forth in Exhibit G.

8.   BOOKS AND RECORDS

      8.1   Financial Reports.  Master Licensee shall comply, and
require   Licensees  to  comply,  with  the  following  reporting
obligations:

         8.1.1 Master  Licensee shall, at Master  Licensee's
expense,  submit to Licensor, in the form prescribed by Licensor,
a  monthly balance sheet and profit and loss statement (which may
be unaudited) for Master Licensee and each Licensee within twenty
(20)  days  after the end of each month during the  term  hereof.
Each such statement shall be signed by Master Licensee's and each
Licensee's  treasurer  or chief financial officer  or  comparable
officer attesting that it is true, complete and correct;

         8.1.2 Master Licensee shall, at its expense, provide  to
Licensor  an  unaudited  complete annual financial  statement  of
Master  Licensee  and each Licensee, including a  balance  sheet,
profit  and loss statement, statement of cash flows and statement
of  financial  condition.   Master  Licensee's  annual  financial
statement  shall  be prepared by an independent certified  public
accountant satisfactory to Licensor, in accordance with generally
accepted accounting principles in Malaysia, shall be provided  to
Licensor  within ninety (90) days after the end  of  each  fiscal
year of Master Licensee and each Licensee during the term hereof,
and  shall show the results of operations of Master Licensee  and
each Licensee during such fiscal year; and

         8.1.3 Master Licensee shall also submit to Licensor, for
review   or   auditing,  such  other  forms,  reports,   records,
information  and  data of Master Licensee and  each  Licensee  as
Licensor  may reasonably designate, in the form and at the  times
and  places reasonably required by Licensor, upon request and  as
specified from time to time in writing.

        8.1.4  All of Master Licensee's financial statements shall
be in the English language.

      8.2    Audits.   Licensor or its designees shall  have  the
right at all reasonable times to review, audit, examine and  copy
the books and records of Master Licensee as Licensor may require,
and  Master  Licensee  shall  require  each  Licensee  to  permit
Licensor  to  review,  audit, examine, and  copy  the  books  and
records of each Licensee.

       8.3   Inconsistencies  and  Mistakes.   Master  Licensee
understands and agrees that the receipt or acceptance by Licensor
of  any of the statements furnished or royalties paid to Licensor
(or  the cashing of any royalty checks or the drafting of  Master
Licensee's  bank  account for royalties due) shall  not  preclude
Licensor  from questioning the correctness thereof  at  any  time
and,  in  the  event  that any inconsistencies  or  mistakes  are
discovered in such statements or payments, they shall immediately
be  rectified by the Master Licensee and the appropriate  payment
shall be made by the Master Licensee.

 9.  ADVERTISING AND RELATED FEES

       Recognizing  that  the  System  is  comprised  of   System
Facilities,  and further recognizing the importance of  all  such
variations  to  the System and the value of advertising  and  the
importance of the standardization of advertising programs to  the
furtherance  of the goodwill and public image of the System,  the
parties agree as follows:

      9.1   Local Advertising.  Subject to any allocation of each
Licensee's  expenditures for local advertising to the Cooperative
as  described in Section 9.2, Master Licensee shall require  each
Licensee to spend, during each month throughout the term of  each
License  Agreement, a minimum of three percent (3%) of the  Gross
Sales  (as  defined  in Section 2.4) of each System  Facility  on
advertising for such System Facility in its assigned area as such
term  is defined in each License Agreement ("Local Advertising").
Master   Licensee  shall  submit  to  Licensor   an   advertising
expenditure report accurately reflecting such expenditures by the
twentieth (20th) day of each month.

      9.2   Advertising Cooperatives.  Master Licensee shall have
the  right,  in its sole discretion, to designate any  geographic
area  as  a  region for purposes of establishing  an  advertising
cooperative ("Cooperative").  The members of the Cooperative  for
any such area shall consist of all System Facilities in the area.
Each  Cooperative shall be organized and governed in a  form  and
manner,  and  shall commence operation on a date,  determined  in
advance  in  writing  by  Licensor  and  Master  Licensee.   Each
Cooperative  shall  be  organized for the exclusive  purposes  of
administering  advertising  programs and  developing  promotional
materials  for  use by the members in Local Advertising.   Master
Licensee shall administer any such Cooperative as follows:

         9.2.1 Master Licensee shall not require any Licensee  to
contribute  more  than two percent (2%) of any  Licensee's  Gross
Sales  during  each month to the Cooperative unless,  subject  to
Licensor's  approval,  a  majority of  the  Licensees  which  are
members of the Cooperative agree to the payment of a larger  fee.
The  payment of any such Cooperative fee (up to two percent  (2%)
of any Licensee's monthly Gross Sales) shall be applied by Master
Licensee  to  any  Licensee's Local Advertising  requirement  set
forth in Section 9.1 hereof;

        9.2.2 Master Licensee shall submit to the Cooperative and
to  Licensor  such statements and reports as may be  required  by
Licensor  or  by  the  Cooperative.   All  contributions  to  the
Cooperative  shall be maintained and administered  in  accordance
with  the  documents governing the Cooperative.  The  Cooperative
shall  be  operated  solely as a conduit for the  collection  and
expenditure  of  the Cooperative fees for the  purposes  outlined
above; and

        9.2.3 All advertising or promotional plans or materials
shall  be used by the Cooperative or furnished to its members  in
accordance with the terms of Section 9.3 hereof.

      9.3    Advertising Standards and Approval.  All advertising
and promotion by Master Licensee in any medium shall be conducted
in  a  dignified  manner and shall conform to the  standards  and
requirements of Licensor as set forth in the Manuals or otherwise
in  writing.   If  any  advertising  and  promotional  plans  and
materials  have  not  been  prepared by  Licensor  or  previously
approved by Licensor during the twelve (12) months prior to their
proposed  use,  Master  Licensee  shall  submit  such  plans  and
materials to Licensor.  Licensor reserves the right to disapprove
the  future use of any such materials on written notice to Master
Licensee.  Master Licensee shall promptly discontinue use of  any
advertising  or  promotional plans or materials, whether  or  not
previously  approved, upon notice from Licensor.  Notwithstanding
any  other  provision of this Section 9.3, Master Licensee  shall
advise  Licensor  in writing prior to commencing any  advertising
campaigns  or  programs in any portion of  the  Territory;  shall
provide  Licensor  such information related thereto  as  Licensor
shall  reasonably  request;  and shall  obtain  Licensor's  prior
written  approval  prior  to  commencing  any  such  campaign  or
program.

      9.4    Pricing.  Each Licensee shall have the right to sell
its  products  and merchandise and offer services at  any  prices
such Licensee may determine, and shall in no way be bound by  any
price which may be recommended or suggested by Licensor.

      9.5    Electronic Advertising.  Licensor reserves the right
to require the Master Licensee to pay Licensor up to Ten Thousand
U.S.  Dollars (U.S. $10,000) for each twelve-month period  within
which  Master Licensee or any Licensee uses the internet  or  any
other form of electronic advertising in the Territory related  to
the business licensed hereunder or any System Facility.

10.  DEFAULT AND TERMINATION

      10.1  Automatic Termination Without Notice. Master Licensee
shall  be deemed to be materially in default under this Agreement
and  all  rights  granted  herein shall  automatically  terminate
without  notice to Master Licensee (1) if Master Licensee becomes
insolvent  or  makes  a general assignment  for  the  benefit  of
creditors  or  files  a voluntary petition under  any  applicable
bankruptcy  law  or admits in writing its inability  to  pay  its
debts when due; or (2) if Master Licensee is adjudicated bankrupt
or insolvent in proceedings filed against Master Licensee; or (3)
if a bill in equity or other proceeding for the appointment of  a
receiver  of  Master  Licensee  or  other  custodian  for  Master
Licensee's business or assets is filed and consented to by Master
Licensee,  or  if  a  receiver or other custodian  (permanent  or
temporary) of Master Licensee's assets or property, or  any  part
thereof, is appointed by any court of competent jurisdiction;  or
(4) if proceedings for a composition with creditors under any law
are  instituted by or against Master Licensee; or (5) if a  final
judgment against Master Licensee remains unsatisfied or of record
for  thirty  (30)  days or longer; or (6) if Master  Licensee  is
dissolved;   or  (7)  if  execution  is  levied  against   Master
Licensee's business or property; or (8) if suit to foreclose  any
lien  or  mortgage  against  the premises  or  equipment  of  any
business  operated  hereunder  is instituted  and  not  dismissed
within  thirty (30) days; or (9) if the real or personal property
of  any  business operated hereunder shall be sold after levy  by
any sheriff, marshal or constable.

      10.2  Immediate Termination Upon Notice Without Opportunity
to  Cure.  Master  Licensee shall be deemed to be  materially  in
default and Licensor may, at its option, terminate this Agreement
and  all  rights  granted  hereunder,  without  affording  Master
Licensee  any opportunity to cure the default except as  provided
below,  effective  immediately  upon  written  notice  to  Master
Licensee,  upon the occurrence of any of the following events  of
default:

         10.2.1    If  Master  Licensee fails  to  execute  each
License Agreement in accordance with Sections 1 and 4;

         10.2.2    If Master Licensee or any of its Principals is
convicted  of a serious crime, a crime involving moral  turpitude
or   any  other  crime  or  offense  that  Licensor  believes  is
reasonably  likely to have an adverse effect on the  System,  the
Marks,  the goodwill associated therewith or Licensor's interests
therein;

         10.2.3    If  a  threat or danger to public  health  or
safety results from the construction, maintenance or operation of
any System Facility developed under any License Agreement;

         10.2.4    If  Master Licensee or any of its  Principals
breach  in  any  material  respect any  of  the  representations,
warranties and covenants in Section 5;

         10.2.5    If  a transfer or an attempt to transfer  any
rights  or obligations in violation of Section 11 hereof  to  any
third  party is made without Licensor's prior written consent  or
without  offering Licensor a right of first refusal with  respect
to such transfer;

         10.2.6    If  Master Licensee or any of the  Principals
fails  to comply with the covenants in Section 12.2 or if  Master
Licensee  fails to obtain the execution of the covenants required
under  Section 12.8 within thirty (30) days following  Licensor's
request  that  Master  Licensee  obtain  the  execution  of  such
covenants;

        10.2.7     If an approved transfer upon death or permanent
disability  is  not effected within the time period  and  in  the
manner prescribed by Section 11.4;

        10.2.8     If  Master  Licensee  misuses  or  makes  any
unauthorized use of the Marks or otherwise materially impairs the
goodwill  associated therewith or with the System  or  Licensor's
rights  therein and does not cure such default within twenty-four
(24) hours following notice from Licensor;

        10.2.9     If  Master Licensee or any of  its  affiliates
fails, refuses, or neglects promptly to pay when due any monetary
obligation owing to Licensor or any of its affiliates under  this
Agreement  or any other agreement and does not cure such  default
within thirty (30) days following notice from Licensor;

        10.2.10   If  Master Licensee, or any of its Principals,
repeatedly  commits  a  material  event  of  default  under  this
Agreement,  whether  or not such defaults  are  of  the  same  or
different nature and whether or not such defaults have been cured
by Master Licensee after notice by Licensor;

        10.2.11  If   Master   Licensee   makes   a   willful
misrepresentation or fails to make a material disclosure required
by  any governmental authority regarding any matter involving  or
affecting Master Licensee's obligations under this Agreement;

        10.2.12   If  Master Licensee interferes or attempts  to
interfere  with  Licensor's  contractual  relations  with   other
licensees, clients, employees, advertising agencies or any  third
parties;

        10.2.13   If  Master Licensee interferes or attempts  to
interfere  with  Licensor's ability  or  right  to  franchise  or
license others to use and employ Licensor's Marks and System;

        10.2.14   If Master Licensee, in an unauthorized fashion,
utilizes or duplicates any aspect of Licensor's System, business,
services, programs or products;

        10.2.15   If, contrary to the terms of Section 7  hereof,
Master  Licensee or any of the Principals discloses  or  divulges
any  confidential information provided to Master Licensee or  the
Principals by Licensor; or

         10.2.16   If  Master Licensee knowingly maintains  false
books or records, or submits any false reports to Licensor.

      10.3   Termination  Upon Notice With Opportunity  to  Cure.
Except  as  provided  above in Section 10.2, if  Master  Licensee
fails to comply with any other term or condition imposed by  this
Agreement, Licensor may terminate this Agreement only  by  giving
written  notice of termination stating the nature of such default
to  Master  Licensee  at  least thirty (30)  days  prior  to  the
effective  date  of termination; provided, however,  that  Master
Licensee may avoid termination by immediately initiating a remedy
to  cure  such  default and curing it to Licensor's  satisfaction
within the thirty (30) day period and by promptly providing proof
thereof to Licensor.  If any such default is not cured within the
specified  time, this Agreement shall terminate Master Licensee's
rights  under  this Agreement without further  notice  to  Master
Licensee effective immediately upon the expiration of the  thirty
(30)   day  period.   Defaults  which  are  susceptible  of  cure
hereunder  may  include, but are not limited  to,  the  following
illustrative events:

         10.3.1   If Master Licensee fails to comply with any  of
the  requirements  imposed by this Agreement (except  for  Master
Licensee's failure to meet the Development Schedule), as  it  may
from  time  to  time be amended or reasonably be supplemented  by
Licensor,  or  fails to carry out the terms of this Agreement  in
good faith;

        10.3.2    If Master Licensee fails to fulfill promptly all
its  obligations, fails to promptly to require each  Licensee  or
Developer to fulfill all its obligations, or fails to enforce all
the  terms  and  conditions,  under each  License  Agreement  and
Development Agreement;

         10.3.3   If Master Licensee fails to maintain or observe
any of the standards, specifications or procedures prescribed  by
Licensor in this Agreement or otherwise in writing;

         10.3.4   If Master Licensee fails, refuses, or neglects
to  obtain  Licensor's  prior  written  approval  or  consent  as
required by this Agreement;

         10.3.5   If Master Licensee or any of  its  Principals
engages in any business or markets any service or product under a
name or mark which, in Licensor's opinion, is confusingly similar
to Licensor's Proprietary Marks;

         10.3.6   If Master Licensee fails to pay any obligations
to any third parties which may result in liability to Licensor;

         10.3.7   If Master Licensee fails to indemnify Licensor
as required by this Agreement;

         10.3.8   If Master Licensee fails, for a period  of  ten
(10)  calendar  days  after notification  of  non-compliance,  to
comply with any national or local law or regulation applicable to
Master  Licensee's  obligations  under  this  Agreement  or   the
operation of any System Facilities; or

         10.3.9   If Master Licensee, by act or omission, permits
a  continued violation in connection with the performance of  his
obligations  hereunder or the operation  of  any  of  the  System
Facilities  of  any  law,  ordinance, rule  or  regulation  of  a
governmental  agency in the absence of a good faith dispute  over
its application or legality and without promptly resorting to  an
appropriate   administrative  or  judicial   forum   for   relief
therefrom.

      10.4  Cross-Default.  Licensor shall have the right, at its
option,  to  terminate this Agreement immediately  on  notice  to
Master  Licensee  in  the event of a default by  Master  Licensee
under  any  other  agreement  between  Licensor  or  any  of  its
affiliates  and  Master Licensee or any of  its  affiliates,  for
which  such  agreement  has been terminated  or  for  which  such
agreement is subject to termination by its terms.

      10.5  Post-Termination.  Upon termination or expiration  of
this  Agreement, all rights granted hereunder to Master  Licensee
shall forthwith terminate, and:

         10.5.1   Upon  the  termination or expiration  of  this
Agreement,  Master Licensee shall have no right to enter  into  a
License  Agreement for any System Facility for  which  a  License
Agreement  has  not  been  executed  by  Master  Licensee  and  a
Licensee,  and  been  delivered  to  Licensor  at  the  time   of
termination or expiration.

         10.5.2   Master   Licensee  shall   immediately   and
permanently   cease  to  use,  in  any  manner  whatsoever,   any
confidential   methods,   computer  software,   procedures,   and
techniques associated with the System; the mark "Ecomat"; and all
other  Marks and distinctive forms, slogans, signs, symbols,  and
devices  associated  with  the  System.   In  particular,  Master
Licensee  shall  cease  to use, without  limitation,  all  signs,
advertising materials, displays, stationery, forms, and any other
articles which display the Marks.

         10.5.3   Master Licensee shall take such action as may be
necessary  to  cancel any assumed name or equivalent registration
which  contains  the mark "Ecomat" or any other service  mark  or
trademark of Licensor, and Master Licensee shall furnish Licensor
with  evidence satisfactory to Licensor of compliance  with  this
obligation  within five (5) days after termination or  expiration
of this Agreement.

          10.5.4  Master  Licensee  agrees,  in  the  event  it
continues to operate or subsequently begins to operate any  other
business,  not  to  use  any reproduction, counterfeit,  copy  or
colorable imitation of the Marks, either in connection with  such
other business or the promotion thereof, which is likely to cause
confusion,  mistake, or deception, or which is likely  to  dilute
Licensor's rights in and to the Marks, and further agrees not  to
utilize   any   designation   of   origin   or   description   or
representation   which   falsely  suggests   or   represents   an
association  or  connection  with  Licensor  constituting  unfair
competition.

          10.5.5  Master  Licensee  and  its  Principals  shall
promptly pay all sums owing to Licensor and its affiliates.  Such
sums  shall  include  all damages, costs and expenses,  including
reasonable attorneys' fees, incurred by Licensor as a  result  of
any  default by Master Licensee, which obligation shall give rise
to  and  remain, until paid in full, a lien in favor of  Licensor
against  any  and  all  of  the personal  property,  furnishings,
equipment,  signs,  fixtures,  and  inventory  owned  by   Master
Licensee.

          10.5.6  Master Licensee shall immediately transfer  to
Licensor  all  Master Licensee's rights and  obligations  in  all
License Agreements and Development Agreements, and shall execute,
and,  upon  Licensor's request, require any Licensee or Developer
to  execute,  all documents reasonably required  by  Licensor  in
connection with such transfer in a form satisfactory to Licensor.

          10.5.7  Master Licensee and its Principals shall pay to
Licensor  all  damages, costs and expenses, including  reasonable
attorneys'   fees,  incurred  by  Licensor  in  connection   with
obtaining  any remedy available to Licensor for any violation  of
this  Agreement and, subsequent to the termination or  expiration
of  this  Agreement, in obtaining injunctive or other relief  for
the enforcement of any provisions under this Agreement.

         10.5.8   Master Licensee shall immediately  deliver  to
Licensor all Manuals,   records,    files,    instructions,
correspondence,  any computer hardware and software  licensed  by
Licensor, all materials related to operating any System Facility,
including, without limitation, agreements, invoices, and any  and
all  other materials relating to the operation of such facilities
in  Master  Licensee's  possession or  control,  and  all  copies
thereof   (all  of  which  are  acknowledged  to  be   Licensor's
property),  and  shall retain no copy or record  of  any  of  the
foregoing, except Master Licensee's copy of this Agreement and of
any  correspondence between the parties and any  other  documents
which  Master Licensee reasonably needs for compliance  with  any
provision of law.

         10.5.9   Master Licensee and its Principals shall comply
with  the  restrictions on confidential information contained  in
Section  7 of this Agreement and shall also comply with the  non-
competition covenants contained in Section 12.  Any other  person
required  to  execute similar covenants pursuant to Section  12.8
shall also comply with such covenants.

         10.5.10  Master Licensee shall also immediately  furnish
Licensor  an itemized list of all advertising and sales promotion
materials  bearing  the  Marks or any of  Licensor's  distinctive
markings,  designs,  labels, or other  marks  thereon.   Licensor
shall  have the right to inspect these materials.  Licensor shall
have  the option, exercisable within thirty (30) days after  such
inspection,  to  purchase any or all of the materials  at  Master
Licensee's cost.  Materials not purchased by Licensor  shall  not
be utilized by Master Licensee or any other party for any purpose
unless authorized in writing by Licensor.

      10.6   Licensor's  Rights.   If  Licensor  terminates  this
Agreement in accordance with this Section 10, Licensor  shall  be
entitled to establish, and to license others to establish, System
Facilities in the Territory, except as may be otherwise  provided
under any License Agreement which is then in effect.

      10.7   No Waiver. Licensor's exercise of any of its  rights
hereunder  shall  not,  in the event of a default,  constitute  a
waiver  by  Licensor  to exercise its option  to  terminate  this
Agreement  at  any  time with respect to a  subsequent  event  of
default of a similar or different nature.

      10.8   No Exclusion. No right or remedy herein conferred upon
or reserved to Licensor is exclusive of any other right or remedy
provided or permitted by law or in equity.
11.  TRANSFER OF INTEREST

      11.1 Transfer by Licensor. Licensor shall have the right to
transfer  or  assign this Agreement and all or any  part  of  its
rights  or  obligations  herein to any person  or  legal  entity;
provided, however, that Licensor make such transfer or assignment
only  if  Licensor reasonably believes that such person or  legal
entity  is  capable of performing the rights and  obligations  of
Licensor   transferred   or  assigned   under   this   Agreement.
Specifically,  and  without limitation of the  foregoing,  Master
Licensee  agrees that Licensor may sell its assets, the Marks  or
the  System to a third party; may offer its securities  privately
or  publicly;  may  merge,  acquire  other  corporations,  or  be
acquired  by  another corporation; may undertake  a  refinancing,
recapitalization, leveraged buyout or other economic or financial
restructuring; and, with regard to any or all of the above sales,
assignments  and  dispositions,  Master  Licensee  expressly  and
specifically  waives  any  claims,  demands  or  damages  against
Licensor arising from or related to the transfer of the Marks (or
any  variation thereof) or the System from Licensor to any  other
party.    Nothing  contained  in  this  Agreement  shall  require
Licensor to remain in the business of operating or licensing  the
operation  of System Facilities or other facilities or  to  offer
any  services or products, whether or not bearing the  Marks,  to
Master   Licensee,  if  Licensor  assigns  its  rights  in   this
Agreement.

     11.2  Transfer by Master Licensee.

         11.2.1   Master Licensee and its Principals  understand
and  acknowledge  that the rights and duties set  forth  in  this
Agreement  are personal to Master Licensee and that Licensor  has
granted  such rights in reliance on the business skill, financial
capacity  and  personal  character of  Master  Licensee  and  its
Principals.   Accordingly,  neither  Master  Licensee   nor   any
Principal, nor any successor or assign of Master Licensee or  any
Principal,  shall  sell,  assign, transfer,  convey,  give  away,
pledge,  mortgage or otherwise dispose of or encumber any  direct
or  indirect  interest in this Agreement, in Master Licensee,  or
any  interest  of  Master Licensee in any License  Agreement,  or
permit  any transfer under any License Agreement by any  Licensee
or person with an interest in Licensee, without the prior written
consent  of  Licensor.  Any purported assignment or transfer,  by
operation  of  law  or  otherwise,  made  in  violation  of  this
Agreement shall be null and void and shall constitute a  material
event of default under this Agreement.

         11.2.2   If Master Licensee wishes to transfer any  such
interest   described  in  Section  11.2.1  requiring   Licensor's
consent, Master Licensee and the proposed transferee shall  apply
to  Licensor  for  its consent.  Licensor shall not  unreasonably
withhold  its  consent  to  any  such  transfer.   Licensor  may,
however,  in  its  sole discretion, require any  or  all  of  the
following as conditions of its approval to any such transfer:

            11.2.2.1  All  the  accrued monetary  obligations  of
Master  Licensee  and  its affiliates and all  other  outstanding
obligations  to  Licensor and its affiliates arising  under  this
Agreement or any other agreement shall have been satisfied  in  a
timely manner and Master Licensee shall have satisfied all  trade
accounts and other debts, of whatever nature or kind, in a timely
manner;

            11.2.2.2  Master Licensee and its affiliates shall not
be  in  default of any provision of this Agreement, any amendment
hereof or successor hereto, or any other agreement between Master
Licensee  or  any of its affiliates and Licensor or  any  of  its
affiliates,  and  Master  Licensee shall have  substantially  and
timely  complied  with  all  the terms  and  conditions  of  such
agreements during the terms thereof;

             11.2.2.3 The  transferor  and  its  principals,  as
applicable,  shall  have executed a general release,  in  a  form
satisfactory  to  Licensor,  of  any  and  all  claims,   against
Licensor, its affiliates, and the respective officers, directors,
shareholders,  partners,  agents,  representatives,   independent
contractors,  servants and employees of each of  them,  in  their
corporate   and   individual   capacities,   including,   without
limitation,  claims arising under this Agreement, and  any  other
agreement  between Master Licensee and Licensor  or  any  of  its
affiliates or under national or local laws, rules, regulations or
orders;

             11.2.2.4 The transferee  shall  demonstrate   to
Licensor's  satisfaction  that  transferee  meets  the   criteria
considered  by  Licensor  when  reviewing  a  prospective  Master
Licensee's application for master license rights, including,  but
not  limited to, Licensor's educational, managerial and  business
standards, transferee's good moral character, business reputation
and  credit rating, transferee's aptitude and ability to  conduct
the business contemplated hereunder (as may be evidenced by prior
related business experience or otherwise), transferee's financial
resources  and  capital  for operation of the  business  licensed
hereunder;

             11.2.2.5 The transferee shall enter into  a  written
agreement,  in  a form satisfactory to Licensor,  assuming  full,
unconditional, joint and several, liability for and  agreeing  to
perform from the date of the transfer, all obligations, covenants
and   agreements  contained  in  this  Agreement;  and  such   of
transferee's  principals as Licensor may designate shall  execute
such  agreement  as  transferee's Principals  and  guarantee  the
performance of all such obligations, covenants and agreements;

             11.2.2.6 The transferee shall execute  the  standard
form  master license agreement then being offered to  new  System
master licensees or a revised form of this Agreement, as Licensor
deems  appropriate,  and  such  other  ancillary  agreements   as
Licensor may require, all of which shall be adapted for use under
Malaysian  law  and in accordance with this Agreement  and  which
agreements  shall  supersede  this Agreement  and  its  ancillary
documents  in all respects and the terms of which agreements  may
differ  from  the  terms  of  this Agreement,  (except  that  the
Development  Schedule  shall  remain  the  same),  and  such   of
transferee's  principals as Licensor may designate as  Principals
shall  execute  such  agreements as transferee's  Principals  and
guarantee the performance of all such obligations, covenants  and
agreements;

            11.2.2.7 The transferor shall remain liable for all of
the  obligations  to Licensor in connection with  this  Agreement
incurred  prior to the effective date of the transfer  and  shall
execute  any and all instruments reasonably requested by Licensor
to evidence such liability;

            11.2.2.8 Master  Licensee shall pay  to  Licensor  a
transfer  fee  of   Five Thousand U.S. Dollars (U.S.  $5,000)  to
reimburse   Licensor  for  its  reasonable  costs  and   expenses
associated with reviewing the application to transfer, including,
without limitation, legal and accounting fees;

            11.2.2.9 The transferee shall make and will be  bound
by  any  or  all of the representations, warranties and covenants
set  forth  at Section 5 as Licensor requests.  Transferee  shall
provide  to Licensor evidence satisfactory to Licensor  that  the
terms  of  such Section 5 have been satisfied and  are  true  and
correct on the date of transfer;

           11.2.2.10 The transferor shall furnish to Licensor a
copy of the executed contract of assignment; and

           11.2.2.11 The transferor shall remain liable for all
the  obligations  to Licensor arising out of or related  to  this
Agreement  prior  to  the  effective  date  of  the  transfer  or
assignment,   and   shall  execute  all  instruments   reasonably
requested by Licensor to evidence such liability.

         11.2.3   Master Licensee acknowledges and  agrees  that
each  condition which must be met by the transferee is reasonable
and necessary to assure such transferee's full performance of the
obligations hereunder.

         11.2.4   Master Licensee agrees to defend at its own cost
and  to  indemnify  and  hold harmless  Licensor,  its  corporate
parent,    and    the   subsidiaries,   affiliates,    designees,
shareholders, directors, officers, employees and agents of either
entity,  from  and  against any and all losses,  costs,  expenses
(including  attorneys' and experts' fees), court  costs,  claims,
demands,  damages, liabilities, however caused  (whether  or  not
such  losses,  costs,  expenses, court  costs,  claims,  demands,
damages  or  liabilities  are reduced to prejudgment),  resulting
directly  or  indirectly from or pertaining  to  any  statements,
representations  or  warranties  that  may  be  given  by  Master
Licensee  or  any  of  the Master Licensee's  Principals  to  any
proposed assignee of the license.

     11.3  Right of First Refusal.

         11.3.1   If Master Licensee wishes to transfer  all  or
part of its interest in this Agreement or if Master Licensee or a
Principals  wishes to transfer any ownership interest  in  Master
Licensee, pursuant to any bona fide offer received from  a  third
party  to purchase such interest, then such proposed seller shall
promptly notify Licensor in writing of each such offer, and shall
provide such information and documentation relating to the  offer
as  Licensor  may  require.  Licensor shall have  the  right  and
option, exercisable within thirty (30) days after receipt of such
written  notification, to send written notice to  the  transferor
that  Licensor intends to purchase the transferor's  interest  on
the same terms and conditions offered by the third party.  In the
event that Licensor elects to purchase the transferor's interest,
closing  on such purchase must occur within sixty (60) days  from
the  date of notice to the transferor of the election to purchase
by  Licensor,  or  such  other date the  parties  agree  upon  in
writing.  Any material change in the terms of any offer prior  to
closing shall constitute a new offer subject to the same right of
first  refusal  by Licensor as in the case of an  initial  offer.
Failure  of  Licensor  to exercise the option  afforded  by  this
Section  11.3.1  shall  not constitute  a  waiver  of  any  other
provision of this Agreement, including all of the requirements of
this Section 11 relating to a proposed transfer.

         11.3.2   In  the  event an offer  from  a  third  party
provides for payment of consideration other than cash or involves
certain  intangible benefits, Licensor may elect to purchase  the
interest  proposed to be sold for the reasonable cash equivalent.
If  the  parties  cannot agree within a reasonable  time  on  the
reasonable  cash equivalent of the non-cash part  of  the  offer,
then  such amount shall be determined by two (2) appraisers, with
each  party selecting one (1) appraiser, and the average of their
determinations shall be final and binding.  In the event of  such
appraisal,  each party shall bear its own legal and  other  costs
and  shall split the appraisal fees.  In the event that  Licensor
exercises  its right of first refusal herein provided,  it  shall
have  the right to set off against any payment therefor  (i)  all
fees  for any such independent appraiser due from Master Licensee
hereunder  and  (ii)  all  amounts due from  Master  Licensee  to
Licensor or any of its affiliates.

         11.3.3  Failure to comply with the provisions of  this
Section  11.3  prior  to the transfer of any interest  in  Master
Licensee  or in this Agreement shall constitute a material  event
of default under this Agreement.

     11.4  Transfer Upon Death or Incapacity.

         11.4.1  Upon the death of any Principal who is a natural
person  and  who  has  an  interest   in  Master  Licensee   (the
"Deceased"),  the  executor,  administrator  or  other   personal
representative of the Deceased shall transfer such interest to  a
third  party in accordance with the conditions described in  this
Section  11.4 within twelve (12) months after the death.   If  no
personal representative is designated or appointed or no  probate
proceedings  are  instituted with respect to the  estate  of  the
Deceased, then the distributee of such interest must be  approved
by  Licensor.   If the distributee is not approved  by  Licensor,
then  the  distributee shall transfer such interest  to  a  third
party  approved by Licensor within twelve (12) months  after  the
death of the Deceased.

         11.4.2  Upon the permanent disability of any Principal
who  is  a  natural  person and who has  an  interest  in  Master
Licensee,  Licensor  may,  in its sole discretion,  require  such
interest  to  be transferred to a third party in accordance  with
the  conditions described in this Section 11.4.2 within  six  (6)
months  after notice to Master Licensee.  "Permanent  disability"
shall  mean any physical, emotional or mental injury, illness  or
incapacity  which  would  prevent a person  from  performing  the
obligations  set forth in this Agreement or in the guaranty  made
part  of this Agreement for at least ninety (90) consecutive days
and  from  which condition recovery within ninety (90) days  from
the  date  of determination of disability is unlikely.  Permanent
disability shall be determined upon examination of the person  by
a  licensed practicing physician selected by Licensor; or if  the
person  refuses  to submit to an examination,  then  such  person
shall be automatically deemed permanently disabled as of the date
of  such  refusal  for the purpose of this Section  11.4.2.   The
costs  of any examination required by this Section shall be  paid
by Licensor.

         11.4.3  Upon the death or claim of permanent disability
of  Master  Licensee  or any Principals,  Master  Licensee  or  a
representative of Master Licensee, must promptly notify  Licensor
of  such  death or claim of permanent disability.   Any  transfer
upon  death or permanent disability shall be subject to the  same
terms  and  conditions as described in this Section  11  for  any
inter  vivos  transfer.  If an interest is not  transferred  upon
death  or permanent disability as required in this Section  11.4,
then  such  failure shall constitute a material event of  default
under this Agreement.

      11.5   No Waiver.  Licensor's consent to a transfer of  any
interest  described herein shall not constitute a waiver  of  any
claims  which  Licensor may have against the transferring  party,
nor  shall  it be deemed a waiver of Licensor's right  to  demand
exact  compliance with any of the terms of this Agreement by  the
transferee.

      11.6   Public  Offerings.   Securities  of  or  partnership
interests  in  Master Licensee may be offered to the  public,  by
private  offering  or  otherwise, only  with  the  prior  written
consent  of  Licensor  which consent shall  not  be  unreasonably
withheld.  All materials required for such offering by applicable
law  shall  be  submitted to Licensor for  a  limited  review  as
discussed  below  prior  to  being filed  with  any  governmental
agency; and any materials to be used in any exempt offering shall
be  submitted to Licensor for such review prior to their use.  No
offering  by Master Licensee shall imply (by use of the Marks  or
otherwise)  that  Licensor is participating in  an  underwriting,
issuance   or   offering  of  Master  Licensee's  or   Licensor's
securities  or  the securities of any affiliate of Licensor;  and
Licensor's  review  of any offering materials  shall  be  limited
solely to the subject of the relationship between Master Licensee
and  Licensor and its affiliates.  Licensor may, at  its  option,
require Master Licensee's offering materials to contain a written
statement  prescribed  by  Licensor  concerning  the  limitations
described  in  the  preceding  sentence.   Master  Licensee,  its
Principals and the other participants in the offering must  fully
indemnify Licensor and its affiliates, their respective partners,
and  the  officers,  directors, shareholders,  partners,  agents,
representatives, independent contractors, servants and  employees
of  each  of  them,  in connection with the offering.   For  each
proposed  offering,  Master Licensee  shall  pay  to  Licensor  a
nonrefundable fee of Five Thousand U.S. Dollars (U.S. $5,000), or
such greater amount as is necessary to reimburse Licensor for its
reasonable  costs  and  expenses associated  with  reviewing  the
proposed offering materials, including, without limitation, legal
and accounting fees.  Master Licensee shall give Licensor written
notice   at  least  thirty  (30)  days  prior  to  the  date   of
commencement of any offering or other transaction covered by this
Section.

      11.7   No Encumbrance.  Master Licensee shall not have  the
right  to  pledge,  encumber, hypothecate or otherwise  give  any
third  party  a security interest in this Agreement, the  license
conveyed  hereunder  or  the  licensed  Business  in  any  manner
whatsoever  without  the  prior written permission  of  Licensor,
which  permission  may be withheld for any reason  whatsoever  in
Licensor's sole subjective judgment.

12.  COVENANTS

      12.1  Management and Operation of Development  Activities.
Master Licensee and its Principals covenant that during the  term
of  this  Agreement, except as otherwise approved in  writing  by
Licensor,  Master Licensee and the Principals shall  devote  full
energy  and best efforts to the management and operation  of  the
development activities contemplated under this Agreement.

      12.2  In-Term Covenant Against Competition. Master Licensee
and  the  Principals specifically acknowledge that,  pursuant  to
this  Agreement, Master Licensee has the right and the obligation
to  develop the Territory for the benefit of the System  and,  in
connection  therewith, that Master Licensee  and  the  Principals
will  receive  valuable training, trade secrets and  confidential
information which are beyond the present skills and experience of
Master Licensee and the Principals and Master Licensee's managers
and  employees.   Master Licensee and the Principals  acknowledge
that  such  specialized training, trade secrets and  confidential
information provide a competitive advantage and will be  valuable
to them in the development and operation of the System Facilities
and  that  gaining  access  to such specialized  training,  trade
secrets  and  confidential information is, therefore,  a  primary
reason  for  entering into this Agreement.  In consideration  for
such    specialized   training,   trade   secrets,   confidential
information  and  rights,  Master  Licensee  and  the  Principals
covenant that with respect to Master Licensee, during the term of
this Agreement (or with respect to each of the Principals, during
the  term  of  this Agreement for so long as such  individual  or
entity  satisfies the definition of "Principals"  as  defined  in
Section  17.5 of this Agreement) except pursuant to valid License
Agreements  with  Master  Licensee or as  otherwise  approved  in
writing  by  Licensor, neither Master Licensee  nor  any  of  the
Principals  shall, either directly or indirectly, for  themselves
or  through,  on behalf of or in conjunction with any  person(s),
partnership or corporation:

         12.2.1  Divert, or attempt to divert, any business  or
customer  of  the business described hereunder to any competitor,
by  direct or indirect inducement or otherwise, or do or perform,
directly or indirectly, any other act injurious or prejudicial to
the goodwill associated with the Marks and the System.

         12.2.2  Employ, or seek to employ, any person who is  at
that  time  or was within the preceding one hundred twenty  (120)
days  employed  by  Licensor or by any other Licensee  or  Master
Licensee of Licensor, or otherwise directly or indirectly  induce
such  person to leave that person's employment, except as may  be
permitted  under any existing master license agreement, operating
agreement,  or  license  agreement between  Licensor  and  Master
Licensee.

         12.2.3  Own, maintain, operate, engage in or have  any
financial  or beneficial interest in (including any  interest  in
corporations,  partnerships, trusts, unincorporated  associations
or joint ventures), advise, assist or make loans to, any business
located  within  the  Territory, or any other country,  province,
state  or  geographic  area in which Licensor  has  used,  sought
registration  of  or  registered the same  or  similar  Marks  or
operates or licenses others to operate a business under the  same
or  similar  Marks, which business is of a character and  concept
similar  to  the System Facilities, including any business  which
operates  or  franchises  laundromats or cleaning  establishments
that  provide  self-service,  drop-off  or  pickup  and  delivery
laundry  services  or  drop-off or pickup and  delivery  cleaning
services  for  garments and other fabrics, whether such  business
utilizes environmentally sound laundry or cleaning techniques  or
traditional laundry or dry-cleaning techniques.

      12.3   Post-Term Covenant Against Competition. With respect
to  Master  Licensee,  and for a continuous uninterrupted  period
commencing upon the expiration, termination, or transfer  of  all
of Master Licensee's interest in, this Agreement (or with respect
to  each  of  the  Principals, commencing upon  the  earlier  of:
(i)  the  expiration, termination, or transfer of all  of  Master
Licensee's  interest  in this Agreement or  (ii)  the  time  such
individual  or  entity  ceases  to  satisfy  the  definition   of
"Principals" as described in Section 17.5 of this Agreement), and
continuing for two (2) years thereafter, except pursuant to valid
License  Agreements with Master Licensee or as otherwise approved
in  writing by Licensor, neither Master Licensee nor any  of  the
Principals  shall,  directly  or indirectly,  for  themselves  or
through, on behalf of or in conjunction with any person, persons,
partnership or corporation:

         12.3.1  Divert, or attempt to divert, any  business  or
customer  of  the business described hereunder to any competitor,
by  direct or indirect inducement or otherwise, or do or perform,
directly or indirectly, any other act injurious or prejudicial to
the goodwill associated with Licensor's Marks and the System.

         12.3.2  Employ, or seek to employ, any person who is  at
that  time  or was within the preceding one hundred twenty  (120)
days  employed  by  Licensor or by any other Licensee  or  Master
Licensee of Licensor, or otherwise directly or indirectly  induce
such  person to leave that person's employment, except as may  be
permitted  under any existing master license agreement, operating
agreement,  or  license  agreement between  Licensor  and  Master
Licensee.

         12.3.3  Own, maintain, operate, engage in or  have  any
financial  or beneficial interest in (including any  interest  in
corporations,  partnerships, trusts, unincorporated  associations
or joint ventures), advise, assist or make loans to, any business
that  is  of  a  character  and concept  similar  to  the  System
Facilities,  including any business which operates or  franchises
laundromats or cleaning establishments that provide self-service,
drop-off  or pickup and delivery laundry services or drop-off  or
pickup  and  delivery cleaning services for  garments  and  other
fabrics,  whether  such  business utilizes environmentally  sound
laundry  or  cleaning techniques or traditional laundry  or  dry-
cleaning  techniques, as of the earlier of:  (i) the  expiration,
termination or the transfer of all of Master Licensee's  interest
in,  this  Agreement; or (ii) the time such Principals ceases  to
satisfy  the  definition of a Principals,  as  applicable,  which
business is, or is intended to be, located within:

           12.3.3.1 the Territory; or

           12.3.3.2 a three (3)-mile radius of any System Facility in
           existence or under construction.

       12.4   Competitive  Business.   Master  Licensee  and  the
Principals  are prohibited from engaging in any such  competitive
business  described  in  Sections 12.2  and  12.3  hereof,  as  a
proprietor,  partner, investor, shareholder,  director,  officer,
employee,  principal, agent, adviser, or consultant thereof.   It
is  the  intention of this provision to preclude not only  direct
competition but also all forms of indirect competition,  such  as
consultation   for   competitive  businesses,   service   as   an
independent  contractor for such competitive businesses,  or  any
assistance or transmission of information of any kind  or  nature
whatsoever  which  would  be  of any  material  assistance  to  a
competitor.  Nothing herein shall prevent Master Licensee or  the
Principals from owning for investment purposes up to an aggregate
of five (5%) percent of the capital stock of any such competitive
business,  provided  that  said  business  is  a  publicly   held
corporation, and provided that Master Licensee does  not  control
any such company.  A "publicly held corporation" for purposes  of
this  Agreement  shall mean any corporation which has  securities
registered  with any national or regional securities exchange  or
traded   through  or  on  any  national  or  regional  securities
association in the Territory.

         It is the intention of this provision that any person or
entity  having any legal or beneficial interest in  or  traceable
to, down or through Master Licensee or the Principals be bound by
the provisions of the covenants in Sections 12.2 and 12.3 hereof,
including    (without    limitation)   the    spouse,    brother,
brother-in-law,  sister, sister-in-law, parents,  parents-in-law,
child, son-in-law or daughter-in-law of Master Licensee or any of
the  Principals; any direct or indirect beneficiary; any  partner
(general  or limited) or proprietor of Master Licensee; and,  any
other  such  related  person or entity, regardless  of  how  many
levels or tiers there may be between any such described person or
entity and Master Licensee.

      12.5   Lesser Included Covenants Enforceable  at  Law.  The
parties   acknowledge  and  agree  that  each  of  the  covenants
contained   herein  are  reasonable  limitations  as   to   time,
geographical area, and scope of activity to be restrained and  do
not  impose a greater restraint than is necessary to protect  the
goodwill  or  other business interests of Licensor.  The  parties
agree  that  each of the covenants herein shall be  construed  as
independent of any other covenant or provision of this Agreement.
If  all  or any portion of a covenant in this Section 12 is  held
unreasonable  or unenforceable by a court or agency having  valid
jurisdiction in an unappealed final decision to which Licensor is
a party, Master Licensee and the Principals expressly agree to be
bound  by any lesser covenant subsumed within the terms  of  such
covenant  that imposes the maximum duty permitted by law,  as  if
the  resulting covenant were separately stated in and made a part
of this Section 12.

      12.6  Reduction of Scope by Licensor. Master Licensee  and
the  Principals  understand and acknowledge that  Licensor  shall
have  the  right, in its sole discretion, to reduce the scope  of
any  covenant set forth in Sections 12.2, 12.3, and 12.4  hereof,
or   any   portion  thereof,  without  their  consent,  effective
immediately  upon notice to Master Licensee; and Master  Licensee
and  the  Principals agree that they shall comply forthwith  with
any  covenant  as  so modified, which shall be fully  enforceable
notwithstanding the provisions of Section 18.1.

      12.7  Claims no Defense; Costs and Expenses of Enforcement.
Master  Licensee  and  the Principals expressly  agree  that  the
existence  of any claims they may have against Licensor,  whether
or  not  arising  from  this Agreement, shall  not  constitute  a
defense  to the enforcement by Licensor of the covenants in  this
Section.   Master Licensee and the Principals agree  to  pay  all
costs   and  expenses  (including  reasonable  attorneys'   fees)
incurred by Licensor in connection with the enforcement  of  this
Section 12.

      12.8   Execution of Similar Covenants. At Licensor's request,
Master  Licensee  shall  require  and  obtain  the  execution  of
covenants similar to those set forth in Sections 12.2, 12.3,  and
12.4  (including covenants applicable upon the termination  of  a
person's  employment with Master Licensee) from any personnel  of
Master  Licensee  who  have  received  or  will  have  access  to
confidential   information  or  training  from  Licensor.    Such
covenants  shall  be  substantially in  the  form  set  forth  in
Exhibit  G. Notwithstanding the foregoing, Licensor reserves  the
right, in its sole discretion, to decrease the period of time  or
geographic  scope  of the noncompetition covenant  set  forth  in
Exhibit  G  or eliminate such noncompetition covenant  altogether
for  any  party that is required to execute such agreement  under
this Section 12.8.

      12.9  Enforcement of Covenants. Master  Licensee  and  the
Principals  acknowledge  that any  failure  to  comply  with  the
requirements of this Section shall constitute a material event of
default under this Agreement.  Master Licensee and the Principals
acknowledge  that  a violation of this Section  would  result  in
irreparable  injury to Licensor for which no adequate  remedy  at
law  may  be  available, and Master Licensee and  the  Principals
accordingly  consent to the issuance of an injunction prohibiting
any conduct by Master Licensee or the Principals in violation  of
the  terms  of this Section.  Master Licensee and the  Principals
agree  to  pay  all  court costs and reasonable  attorneys'  fees
incurred by Licensor in connection with the enforcement  of  this
Section,  including  payment  of  all  costs  and  expenses   for
obtaining  specific performance, injunctive relief or  any  other
remedy   available   to  Licensor  for  any  violation   of   the
requirements of this Section.

     12.10 In the event of any violation of Section 7.2 hereof or
this  Section 12, or of any agreement described in such sections,
the  parties hereto agree that Licensor will be damaged and that,
at the time of execution of this Agreement, damages are difficult
to  estimate.   Accordingly, Licensor and Master  Licensee  agree
that  in the event that Master Licensee violates Section  7.2  or
this  Section 12 hereof, or any of Master Licensee's  or  any  of
Licensee's employees, officers, directors, or managers  who  have
executed Confidentiality Agreement and Ancillary Covenants Not to
Compete, violate any such agreement, or any Licensee or Developer
violates  a  comparable provision in a License Agreement,  Master
Licensee shall pay Fifty Thousand U.S. dollars (U.S. $50,000)  to
Licensor  as liquidated damages, and not as a penalty,  for  such
breach.    Nothing  herein  shall  bar  Licensor  from  obtaining
injunctive  relief  or such additional damages  as  Licensor  may
demonstrate it is entitled.

13.  INDEPENDENT CONTRACTOR; INDEMNIFICATION; THIRD PARTY RIGHTS

      13.1   Relationship of the Parties. The parties acknowledge
and  agree  that  this  Agreement does  not  create  a  fiduciary
relationship  between  them, that Master  Licensee  shall  be  an
independent  contractor and that nothing  in  this  Agreement  is
intended   to   constitute   either   party   an   agent,   legal
representative,  subsidiary, joint venturer,  partner,  employee,
joint employer or servant of the other for any purpose.

      13.2   Notice to Public. During the term of this Agreement,
Master  Licensee  shall  hold itself out  to  the  public  as  an
independent  contractor  conducting its  operations  pursuant  to
master  license  rights  and  obligations  granted  by  Licensor.
Master  Licensee agrees to take such action as shall be necessary
to  that end, including, without limitation, exhibiting a  notice
of  that  fact in a conspicuous place at the premises  of  Master
Licensee's  licensed  business, the content  and  form  of  which
Licensor reserves the right to specify in writing.

      13.3   No  Ability to Bind or Impose Liability on Licensor.
Master  Licensee  understands and agrees  that  nothing  in  this
Agreement authorizes Master Licensee or any of the Principals  to
make  any  contract,  agreement, warranty  or  representation  on
Licensor's  behalf, or to incur any debt or other  obligation  in
Licensor's  name  and  that Licensor shall  in  no  event  assume
liability  for,  or be deemed liable under this  Agreement  as  a
result  of, any such action, or for any act or omission of Master
Licensee  or  any  of  the Principals or any  claim  or  judgment
arising therefrom.

     13.4  Indemnification.

         13.4.1    Master  Licensee and each  of  the  Principals
shall,  at all times, indemnify and hold harmless to the  fullest
extent permitted by law Licensor, its affiliates, successors  and
assigns,  and  the respective officers, directors,  shareholders,
partners,   agents,  representatives,  independent   contractors,
independent contractors, servants and employees of each  of  them
("Indemnitees")  from all "losses and expenses"  (as  defined  in
this  Section 13.4 below) incurred in connection with any action,
suit, proceeding, claim, demand, investigation or inquiry (formal
or  informal), or any settlement thereof (whether or not a formal
proceeding or action has been instituted) which arises out of  or
is based upon any of the following:

            13.4.1.1  The infringement, alleged infringement,  or
any other violation or alleged violation by Master Licensee or an
Licensee  or  any  of  their  Principals  of  any  patent,  mark,
copyright or other proprietary right owned or controlled by third
parties  (except as such may occur with respect to any  right  to
use  the  Marks, any copyrights or other proprietary  information
granted  to  Master Licensee or a Licensee hereunder or  under  a
License Agreement);

            13.4.1.2 The violation, breach or asserted violation
or  breach  by  Master  Licensee,  any  of  its  Principals,  any
Licensee,  or any principals of any Licensee of any  national  or
local  law,  regulation, ruling, standard or  directive,  or  any
industry standard;

            13.4.1.3 Libel, slander or any other form of  defama
tion  of Licensor, the System, or any Master Licensee or Licensee
operating  under  the  System, by Master  Licensee,  any  of  its
Principals, any Licensee, or any principals of any Licensee;

            13.4.1.4 The violation or breach by Master Licensee,
any  of  the  Principals,  any Licensee,  or  any  principals  of
Licensee,   of   any  warranty,  representation,   agreement   or
obligation in this Agreement or in any License Agreement or other
agreement  between Master Licensee or any of its  affiliates  and
Licensor  or  any of its affiliates, or the respective  officers,
directors,   shareholders,  partners,  agents,   representatives,
independent contractors, servants and employees of any  of  them;
and

            13.4.1.5 Acts, errors or omissions of Master Licensee
or  any  Licensee,  any of Master Licensee's  or  any  Licensee's
affiliates,  any  of the Principals and the officers,  directors,
shareholders,  partners,  agents,  representatives,   independent
contractors, servants and employees of each of them in connection
with  the  performance of the activities contemplated under  this
Agreement  or  the  establishment and  operation  of  any  System
Facility pursuant to a License Agreement.

        13.4.2   Master Licensee and each of the Principals agree
to  give  Licensor  immediate notice of any  such  action,  suit,
proceeding,  claim,  demand, inquiry or  investigation.   At  the
expense  and  risk of Master Licensee and each of the Principals,
Licensor  may  elect  to  assume (but under  no  circumstance  is
obligated  to  undertake), associate counsel of its own  choosing
with  respect  to,  the  defense and/or settlement  of  any  such
action,  suit,  proceeding,  claim, demand,  inquiry  or  investi
gation.   Such an undertaking by Licensor shall, in no manner  or
form, diminish the obligation of Master Licensee and each of  the
Principals  to  indemnify  the  Indemnitees  and  to  hold   them
harmless.

        13.4.3   In order to protect persons or property or  its
reputation or goodwill, or the reputation or goodwill of  others,
Licensor  may,  at any time and without notice,  as  it,  in  its
judgment  deems  appropriate, consent or agree to settlements  or
take  such other remedial or corrective action as it deems expedi
ent  with respect to the action, suit, proceeding, claim, demand,
inquiry  or investigation if, in Licensor's sole judgment,  there
are reasonable grounds to believe that:

            13.4.3.1  any of the acts or circumstances enumerated
in Section 13.4.3 above has occurred; or

            13.4.3.2  any act, error or omission as described  in
Section  13.4.3  may  result directly or  indirectly  in  damage,
injury or harm to any person or any property.

            13.4.3.3 All losses and expenses incurred under  this
Section 13 shall be chargeable to and paid by Master Licensee  or
any  of  the Principals pursuant to its obligations of  indemnity
under this Section, regardless of any action, activity or defense
undertaken  by Licensor or the subsequent success or  failure  of
such action, activity or defense.

            13.4.3.4  As  used  in this Section  13,  the  phrase
"losses  and  expenses"  shall include, without  limitation,  all
losses,  compensatory,  exemplary  or  punitive  damages,  fines,
charges, costs, expenses, lost profits, legal fees, court  costs,
settlement  amounts,  judgments,  compensation  for  damages   to
Licensor's  reputation and goodwill, costs of or  resulting  from
delays,  financing,  costs  of  advertising  material  and  media
time/space  and costs of changing, substituting or replacing  the
same,  and any and all expenses of recall, refunds, compensation,
public notices and other such amounts incurred in connection with
the matters described.

         13.4.4   The  Indemnitees do not assume  any  liability
whatsoever for acts, errors or omissions of any third party  with
whom  Master  Licensee, any of the Principals, Master  Licensee's
affiliates  or  any  of  the  officers, directors,  shareholders,
partners,  agents, representatives, independent  contractors  and
employees  of  Master  Licensee or its affiliates  may  contract,
regardless  of  the purpose.  Master Licensee  and  each  of  the
Principals shall hold harmless and indemnify the Indemnitees  for
all  losses and expenses which may arise out of any acts,  errors
or  omissions of Master Licensee, any Licensee, their Principals,
Master  Licensee's  or any Licensee's affiliates,  the  officers,
directors,   shareholders,  partners,  agents,   representatives,
independent  contractors and employees  of  Master  Licensee  and
Licensees and their affiliates and any such third parties without
limitation  and without regard to the cause or causes thereof  or
the  negligence of Licensor or any other party or parties arising
in  connection  therewith, and whether such negligence  be  sole,
joint or concurrent or active or passive.

         13.4.5   Under no circumstances shall the Indemnitees be
required  or  obligated to seek recovery from  third  parties  or
otherwise  mitigate  their losses in order to  maintain  a  claim
against  Master  Licensee  or  any  of  the  Principals.   Master
Licensee  and  each of the Principals agree that the  failure  to
pursue  such recovery or mitigate loss will in no way reduce  the
amounts recoverable from Master Licensee or any of the Principals
by the Indemnitees.

         13.4.6   Master  Licensee and the Principals  expressly
agree  that  the  terms  of this Section  13  shall  survive  the
termination,  expiration or transfer of  this  Agreement  or  any
interest herein.

      13.5   Third-Party Rights.   Licensor and  Master  Licensee
agrees  that  Licensor shall be, at Licensee's election,  and  as
specified in the License Agreement, (1) a third-party beneficiary
of  each  License Agreement and Development Agreement  or  (2)  a
party to each License Agreement and Development Agreement.  Under
each  such License Agreement and Development Agreement,  Licensor
shall   have   the  independent  right  (without,  however,   any
obligation)  to  assert  each right of  Master  Licensee  against
Licensee   or  Developer,  respectively,  and  to  enforce   each
obligation of any Licensee or Developer, respectively, to  Master
Licensee   under  any  such  License  Agreement  or   Development
Agreement  as  if  such  right was  held  by  Licensor  and  such
obligation  was independently owed to Licensor regardless  as  to
whether  Master Licensee has sought to assert such  right  or  to
enforce   such   obligation.   Master  Licensee  shall   promptly
reimburse  Licensor  for  any  costs  and  expenses  incurred  by
Licensor  in  asserting  any such right  or  enforcing  any  such
obligation, including, without limitation, transportation,  food,
lodging,  and  legal  fees  and expenses.   Licensor  and  Master
Licensee  acknowledge and agree that Licensor has  no  direct  or
indirect obligations to any Licensee or Developer, except to  the
extent specifically stated herein.

14.  APPROVALS

      14.1  Manner of Obtaining Approval. Whenever this Agreement
requires  the  prior  approval  or consent  of  Licensor,  Master
Licensee shall make a timely written request to Licensor and such
approval or consent shall be obtained in writing.

      14.2  No Warranties or Guarantees.  Licensor  makes  no
warranties or guarantees upon which Master Licensee may rely  and
assumes  no  liability or obligation to Master  Licensee  or  any
third  party  to  which  it would not otherwise  be  subject,  by
providing any waiver, approval, advice, consent or suggestion  to
Master  Licensee in connection with this Agreement, or by  reason
of any neglect, delay or denial of any request therefor.

15.  NON-WAIVER AND REMEDIES

      15.1  Waiver.  No delay, waiver, omission or forbearance on
the part of Licensor to exercise any right, option, duty or power
arising  out of any breach or default by Master Licensee  or  the
Principals  under  this Agreement shall constitute  a  waiver  by
Licensor to enforce any such right, option, duty or power against
Master  Licensee or the Principals, or as to a subsequent  breach
or  default by Master Licensee or the Principals.  Acceptance  by
Licensor  of any payments due to it hereunder subsequent  to  the
time  at which such payments are due shall not be deemed to be  a
waiver by Licensor of any preceding breach by Master Licensee  or
the  Principals of any terms, provisions, covenants or conditions
of this Agreement.

      15.2   Rights and Remedies. All rights and remedies of  the
parties   to   this  Agreement  shall  be  cumulative   and   not
alternative, in addition to and not exclusive of any other rights
or  remedies  which  are  provided for herein  or  which  may  be
available  at law or in equity in case of any breach, failure  or
default  or  threatened breach, failure or default of  any  term,
provision  or condition of this Agreement or any other  agreement
between Master Licensee or any of its affiliates and Licensor  or
any of its affiliates.  The rights and remedies of the parties to
this Agreement shall be continuing and shall not be exhausted  by
any one or more uses thereof and may be exercised at any time  or
from time to time as often as may be expedient; and any option or
election to enforce any such right or remedy may be exercised  or
taken at any time and from time to time.  The expiration, earlier
termination or exercise of Licensor's rights pursuant to  Section
10  of  this  Agreement  shall not discharge  or  release  Master
Licensee  or  any  of  the  Principals  from  any  liability   or
obligation   then  accrued,  or  any  liability   or   obligation
continuing beyond, or arising out of, the expiration, the earlier
termination or the exercise of such rights under this  Agreement.
Additionally,  Master Licensee and the Principals shall  pay  all
court  costs and reasonable attorneys' fees incurred by  Licensor
in  obtaining any remedy available to Licensor for any  violation
of this Agreement.

16.  NOTICES

      16.1  Any and all notices required or permitted under  this
Agreement  shall be in writing in the English language and  shall
be  personally delivered or mailed by expedited delivery service,
or  sent  by facsimile to the respective parties at the following
addresses unless and until a different address or telefax  number
has been designated by written notice to the other party:

      Notices to Licensor:   Ecofranchising, Inc.
                             147 Palmer Avenue
                             Mamaroneck, New York  10538
                             Attention: President
                             Telefax Number:  914-777-3502


      Notices to Master Licensee and
      the Principals:        Mr. Yudianto Tri. R
                             PT. Pranasakti Dewanata
                             Jl. Wolter Monginsidi 107
                             Jakarta 12170
                             Indonesia
                             Telefax: 6221-572-3345

                                                   
       Any  notice shall be deemed to have been given at the time
of   personal  delivery  or,  in  the  case  of  facsimile   upon
transmission (provided confirmation of receipt is furnished)  or,
in  the  case  of expedited delivery service, three (3)  business
days after the date and time of mailing.

       16.2     All  other  reports,  invoices,  documents,  and
communications provided hereunder shall be given  by  parties  to
one   another  in  the  English  language,  except  as  otherwise
specifically stated herein.

       16.3     The  English language version of this  Agreement
shall govern and control.

17.   SEVERABILITY AND CONSTRUCTION

       17.1   Severability.  Except as expressly provided to  the
contrary  herein, each portion, section, part, term and provision
of  this Agreement shall be considered severable; and if, for any
reason,  any  portion,  section,  part,  term  or  provision   is
determined  to  be invalid and contrary to, or in conflict  with,
any  existing  or future law or regulation by a court  or  agency
having  valid  jurisdiction, this shall not impair the  operation
of,  or have any other effect upon, the other portions, sections,
parts,  terms  or  provisions of this Agreement that  may  remain
otherwise intelligible, and the latter shall continue to be given
full force and effect and bind the parties; the invalid portions,
sections,  parts, terms or provisions shall be deemed not  to  be
part  of  this Agreement; and there shall be automatically  added
such  portion,  section, part, term or provision  as  similar  as
possible to that which was severed which shall be valid  and  not
contrary to or in conflict with any law or regulation.

       17.2   Limitation on Persons Upon Whom Rights and Remedies
Conferred.  Except as expressly provided to the contrary  herein,
nothing  in  this Agreement is intended, nor shall be deemed,  to
confer upon any person or legal entity other than Master Licensee
and  Licensor's, officers, directors and personnel  and  such  of
Master  Licensee's  and  Licensor's  respective  successors   and
assigns as may be contemplated any rights or remedies under or as
a result of this Agreement.

       17.3   Captions.  All  captions  in  this  Agreement  are
intended solely for the convenience of the parties and shall  not
affect  the  meaning  or construction of any  provision  of  this
Agreement.

       17.4   Gender and Number. All references to the masculine,
neuter  or  singular shall be construed to include the masculine,
feminine,  neuter or plural, where applicable.  Without  limiting
the  obligations individually undertaken by the Principals  under
this   Agreement,   all  acknowledgments,  promises,   covenants,
agreements and obligations made or undertaken by Master  Licensee
in  this  Agreement  shall  be  deemed,  jointly  and  severally,
undertaken by all of the Principals.

       17.5   Master  Licensee's "Principals". The  term  Master
Licensee's   "Principals"   shall   include,   collectively   and
individually, Master Licensee's spouse, if Master Licensee is  an
individual,  all  officers  and  directors  of  Master   Licensee
(including  the officers and directors of any general partner  of
Master  Licensee)  whom Licensor designates as Master  Licensee's
Principals  and  all holders of an ownership interest  in  Master
Licensee  and  of  any entity directly or indirectly  controlling
Master  Licensee.  The initial Master Licensee's  Principals  are
Yudianto Tri R. and Lia Yudianto.

       17.6   Counterparts. This Agreement may  be  executed  in
counterparts  and  each  copy  so executed  shall  be  deemed  an
original.

       17.7   Effective Date.  This Agreement shall  not  become
effective until signed by the President of Licensor.

       17.8   Expenses of Litigation.  Licensor shall be entitled
to  recover  from  Master  Licensee reasonable  attorneys'  fees,
experts'  fees, court costs and all other expenses of arbitration
or  litigation, in the event that Licensor prevails in any action
instituted by or against Master Licensee.

18.   ENTIRE AGREEMENT; APPLICABLE LAW; DISPUTE RESOLUTION

        18.1  Integration  and  Merger.  This  Agreement,   the
documents  referred to herein and the exhibits hereto, constitute
the  entire,  full  and complete agreement between  Licensor  and
Master  Licensee and the Principals concerning the subject matter
hereof  and shall supersede all prior related agreements  between
Licensor  and  Master  Licensee and the Principals.   Except  for
those permitted to be made unilaterally by Licensor hereunder, no
amendment,  change  or  variance from  this  Agreement  shall  be
binding  on either party unless mutually agreed to by the parties
and executed by their authorized officers or agents in writing.

       18.2   Governing Law.  This Agreement is to be construed in
accordance with the law of Malaysia without recourse to Malaysian
choice of law or conflicts of law principles.

       18.3   Arbitration.  Except as described in Section  18.4
hereof,  any  claim or controversy arising out of or  related  to
this  Agreement or the making, performance, or interpretation  of
this  Agreement shall be finally settled under the  International
Rules  of  the  American Arbitration Association then  in  force,
including   the   Supplementary  Procedures   for   International
Commercial  Arbitration,  by  one  arbitrator  appointed  by  the
American  Arbitration Association in accordance with such  rules.
The place of arbitration shall be in New York City, New York, and
the  law  applicable  to  the  arbitration  procedure  shall   be
determined  by referring to the law of the place of  arbitration.
The  English  language  shall  be used  throughout  the  arbitral
proceedings.    All   costs   of   arbitration,   including   the
arbitrator's  fee,  shall  be borne by  the  losing  party.   The
parties agree that the award of the arbitrator shall be the  sole
and   exclusive  remedy  between  them  regarding   any   claims,
counterclaims, issues, or accountings presented or  pled  to  the
arbitrator; that it shall be made and shall promptly  be  payable
in  U.S.  dollars free of any tax, deduction or offset; and  that
any  costs, fees, or taxes incident to enforcing the award shall,
to  the  maximum extent permitted by law, be charged against  the
party  resisting  such  enforcement.   The  award  shall  include
interest  from  the date of any damages incurred  for  breach  or
other  violation of the contract, and from the date of the  award
until paid in full, at a rate to be fixed by the arbitrator,  but
in no event less than one-and-a-half percent (1.5%) per month, or
part of a month, from the date until paid.

       18.4  Waiver.  Each of the parties hereto hereby expressly
waive Articles 641 and 650 Paragraph 2 of the Reglement op de
Rechtsvordering (the "R.V."), and Article 15 and 108 of Law No. 1
of 1950 (Supreme Court Rules) and any other Indonesian laws and
regulations, decrees or policies having the force of law which would
otherwise give a right to appeal the decision of the arbitrator, so
that the decision taken by the arbitrator shall be final and there shall
be no other Indonesian authority or panel to appeal said decision.  The
parties hereto further expressly agree that Article 631 of the R.V. shall
apply to the extent that the arbitrator shall be bound by strict rules
of law in making their decision and may not prounouce judgement on equitable
principles (ex aequo et bono).

       18.5  Injunctive  Relief.   Nothing  herein  contained
(including,  without limitation, Section 18.3  hereof,  regarding
arbitration) shall bar Licensor's or Master Licensee's  right  to
obtain injunctive relief, from a court of competent jurisdiction,
against  threatened conduct that will cause it  loss  or  damage,
under the usual equity rules, including the applicable rules  for
obtaining   specific   performance,   restraining   orders,   and
preliminary injunctions.

       18.6  Costs and Expenses.  Each party shall bear its  own
costs,  and  expenses,  including all  court  costs,  arbitration
costs,   and   reasonable  attorneys'  fees,  incurred   in   any
arbitration or legal proceeding relating to this Agreement.

       18.7  Nonexclusive Remedies.  Neither the foregoing  nor
any  other  remedy  exercised by either  party  shall  be  deemed
exclusive  but  both  parties shall be entitled  cumulatively  to
exercise any and all remedies available in law or equity, and its
exercise  of any one right or remedy shall not preclude  it  from
exercising any other right or remedy.

19.   ACKNOWLEDGMENTS

       19.1   Investigation.  Master Licensee acknowledges that it
has  conducted  an  independent  investigation  of  the  business
venture  contemplated by this Agreement and recognizes  that  the
success  of  this business venture involves substantial  business
risks  and  will  largely  depend  upon  the  ability  of  Master
Licensee's Principals.  Licensor expressly disclaims making,  and
Master  Licensee acknowledges that it has not received or  relied
on,  any  warranty or guarantee, express or implied,  as  to  the
potential  volume,  profits or success of  the  business  venture
contemplated by this Agreement. No representation has  been  made
by  Licensor (or any employee, agent or salesperson thereof)  and
relied  upon by Master Licensee as to the future or past  income,
expenses,  sales volume or potential profitability,  earnings  or
income  of  the  System Facility(ies) to be  licensed  to  Master
Licensee, or any other System Facility.

       19.2.  Acknowledgment.  Both Licensor and Master Licensee
further  acknowledge  and  agree that Licensor  has  operated  no
System  Facilities  in  either country  in  the  Territory;  that
Licensor  has  made  no representations or guarantees  to  Master
Licensee  as to the viability, marketability, or adaptability  in
either  country in the Territory of the Licensor's System, System
Facilities or the products or services sold therefrom;  and  that
Master  Licensee has performed its own independent  research  and
investigation   as   to   the  viability,    marketability,   and
adaptability  in  the  countries in the Territory  of  Licensor's
System,  System  Facilities, and the products and  services  sold
therefrom,  and  assumes  all of the  business  risks  associated
therewith.

       19.3   Advice.  Master Licensee acknowledges that  Master
Licensee  has  received, read and understands this Agreement  and
the  related  exhibits  and  agreements  and  that  Licensor  has
afforded  Master  Licensee sufficient  time  and  opportunity  to
consult  with  advisors  selected by Master  Licensee  about  the
potential benefits and risks of entering into this Agreement.

       19.4   Receipt  Master  Licensee  acknowledges  that  it
received  a  complete  copy  of this Agreement  and  all  related
Exhibits and agreements at least five (5) business days prior  to
the  date  on which this Agreement was executed.  Master Licensee
further acknowledges that it has received the disclosure document
required  by  the  Trade Regulation Rule  of  the  Federal  Trade
Commission  entitled  "Disclosure Requirements  and  Prohibitions
Concerning  Franchising  and Business  Opportunity  Ventures"  at
least  ten  (10) business days prior to the date  on  which  this
Agreement was executed.

       19.5    Reasonableness.  The covenants not to compete  set
forth  in  this Agreement are fair and reasonable, and  will  not
impose   any  undue  hardship  on  Master  Licensee  and   Master
Licensee's   Principals,  since  Master   Licensee   and   Master
Licensee's  Principals have other considerable skills, experience
and  education which afford them the opportunity to derive income
from other endeavors.

       IN  WITNESS WHEREOF, the parties hereto have duly executed
and  delivered  this Agreement on the day and  year  first  above
written.

                                   LICENSOR:
ATTEST:                            ECOFRANCHISING, INC.

                                   By: /s/Diane Weiser
WITNESS                            Name: Diane Weiser
                                   Title: President & CEO

                                   MASTER LICENSEE:
ATTEST:                            PT PRANASAKTI DEWANATA

                                   By: /s/YUDIANTO TRI R.
WITNESS                            Name: YUDIANTO TRI R.
                                   Title: President Director



                           Guarantee

      Each of the undersigned acknowledges and agrees as follows:

       (1)  Each has read the terms and conditions of the  Master
License  Agreement  and acknowledges that the execution  of  this
Guarantee  and the undertakings of the Principals in  the  Master
License  Agreement  are  in  partial  consideration  for,  and  a
condition  to,  the granting of the rights in the Master  License
Agreement,  and that Licensor would not have granted such  rights
without  the execution of this guaranty and such undertakings  by
each of the undersigned;

       (2)  Each is included in the term "Principals" as described
in Section 17.5 of the Master License Agreement;

       (3)  Each individually, jointly and severally, makes all of
the  covenants, representations, warranties and agreements of the
Principals  set  forth  in the Master License  Agreement  and  is
obligated to perform thereunder; and

       (4)  Each individually,   jointly   and   severally,
unconditionally  and irrevocably guarantees to Licensor  and  its
successors  and assigns that all of Master Licensee's obligations
under  the Master License Agreement will be punctually  paid  and
performed.   Upon default by Master Licensee or upon notice  from
Licensor,  each  will immediately make each payment  and  perform
each  obligation  required of Master Licensee  under  the  Master
License Agreement.  Without affecting the obligations of  any  of
the  Principals under this guaranty, Licensor may, without notice
to the Principals, waive, renew, extend, modify, amend or release
any  indebtedness  or  obligation of Master Licensee  or  settle,
adjust  or  compromise any claims that Licensor may have  against
Master  Licensee.  Each of the Principals waives all demands  and
notices  of  every kind with respect to the enforcement  of  this
guaranty,  including, without limitation, notice of  presentment,
demand for payment or performance by Master Licensee, any default
by  Master  Licensee  or any guarantor and  any  release  of  any
guarantor  or other security for this guaranty or the obligations
of  Master Licensee.  Licensor may pursue its rights against  any
of  the  Principals without first exhausting its remedies against
Master  Licensee  and without joining any other guarantor  hereto
and no delay on the part of Licensor in the exercise of any right
or  remedy shall operate as a waiver of such right or remedy, and
no  single or partial exercise by Licensor of any right or remedy
shall  preclude  the further exercise of such  right  or  remedy.
Upon  receipt by Licensor of notice of the death of  any  of  the
Principals,  the  estate of the deceased will  be  bound  by  the
foregoing  guaranty, but only for defaults and obligations  under
the  Master License Agreement existing at the time of death,  and
in  such event, the obligations of the remaining Principals shall
continue  in  full force and effect.  Principals agree  that  the
governing  law  and  dispute resolution provisions  contained  in
Section 18 of the Agreement apply to this Guarantee.

                            Principals:

Witness                     Name:
                            Printed Name:

Witness                     Name:
                            Printed Name:






                         EXIBIT 10.18










                      ECOFRANCHISING, INC.

                    MASTER LICENSE AGREEMENT

                     (MALAYSIA AND BRUNEI)













                    MASTER LICENSE AGREEMENT

                     (MALAYSIA AND BRUNEI)


      This Master License Agreement (the "Agreement") is made and
entered  into  this  27th day  of March,  1997,  between
Ecofranchising,  Inc., a New York corporation  ("Licensor"),  and
("Master  Licensee"), ELITE-FAME SDN BHD, a Malaysian corporation.

                           RECITALS:

      As the result of the expenditure of time, skill, effort and
money,  Licensor has acquired or developed in the  United  States
and  owns a unique and distinctive system (hereinafter, "System")
for  the  establishment  and operation of  environmentally  sound
laundromat and cleaning facilities for garments and certain other
fabrics (as further defined in Licensor's agreements, manuals and
other writings, the "System Facilities").

     The System Facilities consist of the following:

     (i)   Facilities where customers can drop off their cleaning
and  laundry; have their laundry and cleaning processed  on-site;
pick  up  their cleaning and laundry or have their  cleaning  and
 laundry  delivered,  and  wash and dry their  laundry  themselves
using self-service equipment ("Ecomat Laundry and Cleaners").

       (ii)   Facilities  where  customers  can  drop  off  their
cleaning;  have  their cleaning processed on-site;  and  pick  up
their   cleaning  or  have  their  cleaning  delivered   ("Ecomat
Cleaners").

     (iii) Facilities where customers can drop off their cleaning
and laundry; have their laundry and cleaning processed off or on-
site;  and  pick  up  their cleaning and laundry  or  have  their
cleaning and laundry delivered ("Satellites").

      (iv)   Routes (including commuter train stations, apartment
buildings, office buildings, military installations, and/or other
central  points) where customers can drop off their cleaning  and
laundry  for  off-site processing and pick up their cleaning  and
laundry, or have their cleaning and laundry delivered ("Satellite
Routes").

     (v)   Facilities where customers can drop off their laundry;
have  their  laundry  washed and dried  on-site;  pick  up  their
laundry or have their laundry delivered; and, wash and dry  their
laundry themselves using self-service equipment ("Laundry").

      (vi)   Facilities at alternative locations, such as  office
buildings, trailers, and kiosks where customers can drop off  and
pick  up  their laundry and cleaning, but no cleaning or  laundry
processing occurs ("Drop Site").

     An (1) Ecomat Laundry and Cleaner and (2) Ecomat Cleaner are
sometimes  referred to in this Agreement as a "Primary Facility",
which  term  specifically excludes Satellites, Satellite  Routes,
Laundries,  and  Drop  Sites.   All System  Facilities  shall  be
operated under the System and the Marks.

      The  distinguishing characteristics of the System,  in  the
United  States, include, without limitation, distinctive exterior
and  interior  design,  decor,  color  scheme,  and  furnishings;
special   multi-process   wet  cleaning  techniques;   standards,
specifications,  and  procedures  for  operations;  quality   and
uniformity  of  products  and services  offered;  procedures  for
inventory,   management  and  financial  control;  training   and
assistance;  and  advertising and promotional  programs,  all  of
which may be changed, improved, and further developed by Licensor
from time to time.

     Licensor identifies the System in the United States by means
of certain trade names, service marks, trademarks, logos, emblems
and  indicia of origin, including, but not limited to, the  marks
["Ecomat",] ["Ecomat and design"] ["Ecocleaning"] and such  other
trade names, service marks, trademarks, logos, insignia, slogans,
emblems,  designs, trade dress, and other commercial  symbols  as
are now designated and may hereafter be designated by Licensor in
writing  for  use  in  connection with  the  System  (hereinafter
referred to as "Marks").

      Master  Licensee wishes to obtain certain exclusive  rights
under  this  Agreement to develop System Facilities by  licensing
affiliates  of the Master Licensee or unaffiliated third  parties
(collectively  "Licensees"), pursuant  to  a  license  agreement,
under  the System and the Marks in the countries of Malaysia  and
Brunei ("Territory").

      Licensor continues to develop, use and control the  use  of
such  Marks  in  order to identify for the public the  source  of
services  and products marketed thereunder and under the  System,
and   to  represent  the  System's  high  standards  of  quality,
appearance and service.

      NOW, THEREFORE, the parties, in consideration of the mutual
undertakings  and commitments set forth herein, the  receipt  and
sufficiency of which are hereby acknowledged, agree as follows:
1.   GRANT

      1.1    Grant  of Rights. Licensor hereby grants  to  Master
Licensee,  and  Master Licensee hereby accepts, pursuant  to  the
terms  and conditions of this Agreement, the right and obligation
to develop thirty-six (36) Primary Facilities under the System in
the  Territory.  Master Licensee shall execute License Agreements
and  Development  Agreements  with  Licensees,  as  described  in
Section  1.2  hereof.  Primary Facilities shall be  developed  in
accordance with the development schedule described in  Section  4
hereof.

      1.2    License Agreements and Development Agreements.  Each
System  Facility will be established and operated pursuant  to  a
license agreement between Master Licensee and Licensee  ("License
Agreement").  Each License Agreement shall consist of an  initial
term  of  ten (10) years and three (3) renewal terms of five  (5)
years  each.  System Facilities consisting of (a) one (1) Primary
Facility and (b) a total of any combination of at least three (3)
Drop Sites, Satellites, or Laundries ("Cluster") may be developed
in  a  portion of the Territory pursuant to a cluster development
agreement  between Master Licensee and a developer  ("Development
Agreement").  Master Licensee shall enter into a separate License
Agreement with each Licensee for a System Facility and,  if  such
System  Facility is not a Primary Facility, such addendum  for  a
Satellite,  Satellite  Route,  Laundry,  or  Drop  Site   as   is
applicable  thereto and is attached as an Exhibit to the  License
Agreement.   Such  License Agreements and the applicable  addenda
shall be included in the term "License Agreement" as used in this
Agreement.   Such  License  Agreement and  Development  Agreement
shall be based upon the form of license agreement and development
agreement used by Licensor in the United States (copies of  which
Master  Licensee acknowledges receipt prior to execution  hereof)
and shall be prepared by Licensor within sixty (60) days from the
date  of  execution  of this Agreement for conformity  with  this
Agreement  and in accordance with the laws, customs,  and  market
characteristics  of  each country in the  Territory.   When  such
License Agreement and Development Agreement are conformed for use
by   Licensor,  such  agreements  shall  constitute  the  License
Agreement  and Development Agreement for use hereunder and  shall
be  attached as Exhibits A and B hereto, respectively.   Licensor
will  deliver  a  complete and accurate  copy  of  each  executed
License Agreement (and exhibits thereto) and executed Development
Agreement  (and exhibits thereto) to Licensor within thirty  (30)
days after executing each such agreement.

      1.3    Territorial Protection.  Except as provided in  this
Agreement,  neither Licensor nor its affiliates  shall  establish
and  operate or authorize any person or entity other than  Master
Licensee,  to  establish and operate, a System  Facility  in  the
Territory  during  the  term  of the  Development  Schedule  (the
"Exclusivity Period").

      1.4    No Franchise or License Granted. This Agreement does
not  grant  to Master Licensee any right or license to operate  a
System  Facility.  Such rights are only conferred by  the  Ecomat
License Agreements referenced herein.

      1.5   Affiliate; Affiliated Licensee.  For purposes of this
Agreement,   (1)   an  "affiliate"  is  any  person   or   entity
controlling, controlled by, or under common control with, another
legal  entity, and (2) an "Affiliated Licensee" is  any  Licensee
owned and operated by an affiliate of Master Licensee.

2.   FEES

      2.1    Master License Fee.  As consideration for the rights
granted hereunder, Master Licensee shall pay to Licensor  a  non-
refundable master license fee of One Hundred Twelve Thousand U.S.
Dollars (U.S. $112,000), payable as follows:

         2.1.1 Six Thousand U.S. Dollars (U.S. $6,000), of  which
Licensor acknowledges receipt prior to the date hereof; and

         2.1.2 One  Hundred Six Thousand U.S. Dollars  (U.S.
$106,000)  to  be  paid  upon  the  date  of  execution  of  this
Agreement, of which Licensor acknowledges receipt.

The master license fee is deemed earned upon the payment thereof,
and  Master Licensee shall not be entitled to any refund  of  any
portion of the master license fee.

      2.2    Agreement  Fees.   During the  term  hereof,  Master
Licensee shall pay to Licensor:

         2.2.1 Two  Thousand  Four Hundred  U.S.  Dollars  (U.S.
$2,400)   for  each  Development  Agreement  executed   with   an
unaffiliated  Licensee within thirty (30) days  of  execution  of
such agreement;

         2.2.2 Two  Thousand  Four Hundred  U.S.  Dollars  (U.S.
$2,400)  for  each  License  Agreement  for  a  Primary  Facility
executed with an unaffiliated Licensee within thirty (30) days of
execution of such agreement; and

         2.2.3 One  Thousand Eight Hundred  U.S.  Dollars  (U.S.
$1,800)  for each License Agreement for each Satellite  Facility,
Satellite   Route,  or  Laundry  executed  with  an  unaffiliated
Licensee within thirty (30) days of execution of such agreement.

         2.2.4 Four Hundred Fifty U.S. Dollars (U.S.  $450)  for
each  License  Agreement  for each Drop  Site  executed  with  an
unaffiliated  Licensee within thirty (30) days  of  execution  of
such agreement.

      2.3    Royalty Fees.  Master Licensee shall pay to Licensor
an  ongoing  monthly royalty fee by the twentieth (20th)  day  of
each  month  for each System Facility operating in the  preceding
month  (or  any  portion thereof) during the term hereof  in  the
amount  of  two  percent (2%) of the Gross Sales (as  defined  in
Section 2.4) of each System Facility.

      2.4    Gross  Sales.  "Gross Sales" shall  mean  the  total
selling  price  of all services and products and  all  income  of
every  other  kind  and  nature related to each  System  Facility
(including,  without limitation, all proceeds from frequent  user
club  programs  and all proceeds from the sale of  coupons,  gift
certificates or vouchers; provided that at the time such coupons,
gift  certificates  or vouchers are redeemed,  the  retail  price
thereof  may be credited against Gross Sales during the month  in
which  such  coupon, gift certificate or voucher is redeemed  for
the  purpose of determining the amount of Gross Sales upon  which
the royalty fee is due) whether for cash or credit and regardless
of  collection in the case of credit, but expressly excluding the
following:

         2.4.1 Sums representing sales taxes collected  directly
from  customers, based upon present or future laws  of  local  or
national governments, collected by Licensees in the operation  of
any  System Facility, and any other tax, excise or duty which  is
levied  or  assessed against Licensees by any local  or  national
authority, based on sales of specific merchandise sold at or from
System   Facilities,  provided  that  such  taxes  are   actually
transmitted to the appropriate taxing authority;

         2.4.2 [Returns to shippers or manufacturers;] and

         2.4.3 Proceeds from isolated sales of trade fixtures not
constituting any part of Licensees' products and services offered
for  resale  at  such System Facilities nor having  any  material
effect  upon  the  ongoing operation of  such  System  Facilities
required under any License Agreement.

      All  barter and/or exchange transactions pursuant to  which
Licensees furnish services and/or products in exchange for  goods
or  services to be provided to Licensees by a vendor, supplier or
customer  shall, for the purpose of determining Gross  Sales,  be
valued  at the full retail value of the goods and/or services  so
provided to Licensees.

      [Licensor  may, from time to time, authorize certain  other
items  to be excluded from Gross Sales.  Any such permission  may
be revoked or withdrawn at any time in writing by Licensor in its
discretion.]

      2.5    Currency Conversion.  All payments to Licensor  made
pursuant  to  this  Agreement shall be paid to Licensor  in  U.S.
dollars, or such other currency designated by Licensor from  time
to  time, and wire transferred, at Master Licensee's expense,  to
such  bank account as Licensor shall designate from time to time.
Computation   of  any  amounts  which  require  conversion   from
Malaysian ringgit to U.S. dollars for payments required hereunder
shall  be  made, at Master Licensee's expense, at the  electronic
transfer selling rate for U.S. dollars quoted by Maybank  Berhad,
in  Kuala  Lumpur, Malaysia (or its successor)  with  respect  to
ringgit on the date payment is made.  Master Licensee shall  bear
all  costs  and expenses associated with such currency conversion
and transfers of Master Licensee's bank and of any correspondence
bank, if any, in the United States.

      2.6    Withholding.  Master Licensee shall have the  right,
for  all  payments made by Master Licensee to Licensor hereunder,
to  deduct  fifty-percent (50%) of the amount of  any withholding
taxes on payments Licensor is required to make to the appropriate
tax  authorities  in Malaysia on such payments.  Master  Licensee
shall  directly  pay  to the appropriate taxing  authorities,  on
behalf  of  Licensor, the full amount which  Master  Licensee  is
required to withhold under any laws in Malaysia on payments  made
by  Master Licensee to Licensor.  Master Licensee shall  transmit
to Licensor official receipts for payments of all taxes withheld.
If  Master Licensee fails to withhold or pay such taxes, it shall
indemnify Licensor for the full amount of such taxes and for  any
loss  or  liability  occasioned by Master Licensee's  failure  to
withhold as required by law, including, but not limited  to,  any
penalties,  interest, and expense incurred by  Licensor.   Master
Licensee  shall  transmit such taxes to  the  appropriate  fiscal
authorities.   Such  taxes  shall not  affect  Master  Licensee's
obligation  to make payments to Licensor as required  under  this
Agreement.

       2.7   Currency  Restrictions.   In  the  event  that  any
governmental  authority having jurisdiction in  Malaysia  imposes
restrictions  on  the  transfer of funds or  currency  to  places
outside of Malaysia, Licensor, in its sole discretion, shall have
the  option to require that Master Licensee deposit all  payments
required  under  this  Agreement  to  a  designated  account   in
Malaysia, and that payment of such accumulated amounts be made to
Licensor, pursuant to the terms of Section 2.5 hereof, as soon as
possible  after  any such currency restriction is  no  longer  in
effect.

      2.8    Payments to Licensor.  Master Licensee shall not  be
entitled  to withhold payments due Licensor under this  Agreement
on  grounds of alleged nonperformance by Licensor hereunder.  Any
payment  not actually received by Licensor on or before the  date
due shall be deemed overdue.  Time is of the essence with respect
to  all payments to be made by Master Licensee to Licensor.   All
unpaid obligations under this Agreement shall bear interest  from
the  date due until paid at the rate of twelve percent (12%)  per
annum,  for  such  periods as the payments are overdue.   If  any
payments  are  overdue, Master Licensee shall pay  Licensor  such
amounts  on demand, plus such interest.  Entitlement to  interest
shall   be  in  addition  to  any  other  remedies  of  Licensor.
Notwithstanding  anything to the contrary  contained  herein,  no
provision  of this Agreement shall require the payment or  permit
the  collection of interest in excess of the maximum rate allowed
by  applicable law.  If any excess of interest in such respect is
herein provided for, or shall be adjudicated to be so provided in
this Agreement, the provisions of this paragraph shall govern and
prevail,  and Master Licensee shall not be obligated to  pay  the
excess amount of such interest.

3.   DUTIES OF LICENSOR

      3.1   Site Selection Guidelines.  Licensor shall provide to
Master Licensee Licensor's written site selection guidelines used
in  the United States, which Master Licensee shall adapt for  use
in each country in the Territory.

      3.2   Site  Evaluation.  Licensor may  provide  to  Master
Licensee  such on-site evaluation as Licensor may deem  necessary
on  its own initiative.  Licensor shall have the right to require
Master  Licensee  to  reimburse Licensor (or  its  designee)  for
travel, meals, lodging, and other out-of-pocket expenses incurred
by Licensor's employees in making any on-site evaluation.

      3.3   Design  Plans.   Licensor shall  provide  to  Master
Licensee,  on  loan,  a set of prototypical architectural  design
plans and specifications for each type of System Facility used in
the  United States.  Master Licensee shall independently, and  at
Master  Licensee's  expense, have such architectural  and  design
plans  and  specifications adapted for construction or remodeling
of  System Facilities in each country in the Territory for use by
Licensees.

      3.4   Manuals.  Licensor shall furnish to Master Licensee,
on  loan, one (1) set of Confidential Operations Manuals and such
other  manuals  and  written materials  as  Licensor  shall  have
developed  for  use  in the United States (as  the  same  may  be
revised  and  supplemented by Licensor from  time  to  time,  the
"Manuals"), as more fully described in Section 7 hereof.

      3.5   Computer Software.  Licensor shall furnish to Master
Licensee  certain computer software and hardware to  be  used  by
Master  Licensee  and  Licensees in operating under  the  System.
Such computer monitoring software and hardware and accounting and
point  of  sale software shall be licensed to Master Licensee  by
Licensor  as  described in the Monitoring Software  and  Hardware
License  Agreement  and  Accounting and Point  of  Sale  Software
License Agreement.  Such agreements shall be based upon the  form
of  such agreements used by Licensor in the United States (copies
of  which Master Licensee acknowledges receipt prior to execution
hereof)  and shall be revised by Licensor within sixty (60)  days
from  the date of execution of this Agreement for conformity with
this  Agreement  and  in accordance with the laws,  customs,  and
market  characteristics of each country in the  Territory.   When
such  agreements  are  conformed  for  use  by  Licensor,  Master
Licensee  shall  promptly execute such   agreements  which  shall
constitute the Monitoring Software and Hardware License Agreement
and  Accounting and Point of Sales Software License Agreement for
use  hereunder and shall be attached as Exhibits C and D  hereto.
Licensor  shall  also  make available to  Master  Licensee  at  a
reasonable  cost  any upgrades, enhancements, or replacements  to
the  software and hardware that are developed from time  to  time
by, or on behalf of, Licensor.

     3.6   Assistance.  Licensor shall furnish to Master Licensee
in the Territory:

         3.6.1  One (1) of Licensor's employees for a minimum  of
twenty-one  (21)   business days, which may not  be  consecutive,
within  the  first  six  (6) months after the  date  first  above
written,  at Master Licensee's sole cost and expense, to  provide
assistance to Master Licensee in operations, cleaning, marketing,
licensee  recruitment  activities,  and  such  other  matters  as
Licensor, in its sole discretion, deems appropriate; and

         3.6.2 One (1) of Licensor's management personnel for  at
least   a  total  of  five  (5)  work-days,  which  may  not   be
consecutive, at Master Licensee's expense, to provide  assistance
to  Master Licensee in operations, cleaning, marketing,  licensee
recruitment  activities, and such other matters as  Licensor,  in
its  sole  discretion,  deems appropriate  in  each  twelve-month
period  commencing  six (6) months after  the  date  first  above
written, and in each twelve-month period thereafter, upon  Master
Licensee's  request; provided, however, that some or all  of  the
assistance described in this Section 3.6.2 may be furnished by  a
third-party authorized by Licensor.

Licensor  shall pay the salaries for its employees in  furnishing
the  assistance under Sections 3.6.1 and 3.6.2 hereof, and Master
Licensee shall promptly reimburse Licensor for all of the out-of-
pocket  costs  and  expenses for the travel, food,  lodging,  and
related  expenses  of  Licensor's  personnel  in  furnishing  the
assistance described in Section 3.6.2 hereof. Any additional  in-
country  assistance  furnished by Licensor at  Master  Licensee's
request  pursuant to Section 3.6.2 hereof shall be at  the  then-
current  rate described in the Manual for additional, subsequent,
and  replacement initial training,  which Master  Licensee  shall
pay to Licensor within thirty (30) days after such assistance  is
provided.

      3.7  Visits. Licensor shall periodically visit the System
Facilities  and provide evaluations of the services rendered  and
products  sold therein from time to time as reasonably determined
by Licensor, at Licensor's cost and expense.

     3.8   Advertising and Promotional Materials.  Licensor shall
furnish  to  Master Licensee, prior to the opening of  the  first
System   Facility,   and   at  Licensor's   discretion,   certain
advertising  and promotional materials and information  developed
for  use  in the United States.  Licensor may from time  to  time
thereafter, at Licensor's discretion, provide to Master Licensee,
for  use  in marketing and conducting local advertising  for  the
System Facilities in the Territory, certain other advertising and
promotional  materials and information that may be  developed  by
Licensor  in  the United States at a reasonable  cost  to  Master
Licensee,  if  Master Licensee wishes to purchase such  materials
and information from Licensor.

      3.9  Advice  and  Materials.  Licensor shall  furnish  to
Master   Licensee   advice  and  written   materials   concerning
techniques  of managing and operating the System Facilities  from
time to time developed by Licensor, for use in the United States,
including  new  developments  and  improvements  in  laundry  and
cleaning equipment and products.

      3.10 Laundry and Wetcleaning.  Licensor shall furnish  to
Master  Licensee a list of approved suppliers for certain laundry
and  wetcleaning  equipment   with which  Master  Licensee  shall
require  Licensees to comply from time to time as Licensor  deems
appropriate, as described in Section 5.5.2.7.

      3.11 Training.  Licensor shall furnish to Master Licensee
an  initial  training  program and  other  training  programs  in
accordance with the provisions of Section 5.4.

      3.12 System  Changes.   Master Licensee  understands  and
agrees  that the System must not remain static if it is  to  meet
presently   unforeseen   changes   in   technology,   competitive
circumstances, and the needs of customers, and to best serve  the
interest of Licensor, Master Licensee, Licensees, and the System.
Accordingly,  Master  Licensee expressly understands  and  agrees
that Licensor may from time to time change the components of  the
System,  including,  but not limited to, altering  the  programs,
services, methods, standards, forms, policies, and procedures  of
that  System;  adding  to,  deleting  from,  or  modifying  those
programs  and  services  which Licensees' System  Facilities  are
authorized  to offer; and, changing, improving, or modifying  the
Marks.  Subject to the other provisions of this Agreement, Master
Licensee  expressly  agrees to abide by any  such  modifications,
changes, additions, deletions, and alterations.

4.   TERM; DEVELOPMENT OF TERRITORY

      4.1 Term.  Unless sooner terminated in accordance with this
Agreement,  the term of this Agreement and all rights granted  by
Licensor under this Agreement shall expire twenty-five (25) years
from  the  effective  date of this Agreement; provided,  however,
that Licensor agrees to commence discussions with Master Licensee
as  to  potential  extension or renewal of the term  twenty-three
(23) years from the effective date of this Agreement.

      4.2  Information; Site Approval.  Master  Licensee  shall
provide to Licensor:

        4.2.1 At least thirty (30) days prior to the execution of
any  Development Agreement or License Agreement, such information
concerning  a  prospective licensee as  Licensor  may  reasonably
request.   Each  prospective Developer and Licensee  shall  be  a
person   of   sufficiently  good  reputation  as  to   character,
integrity, financial capacity, and operational skills  as  to  be
reasonably  expected to comply fully with its  obligations  under
the   Development  Agreement  and  License  Agreement.   Licensor
reserves  the  right, upon written notice to Master Licensee,  to
approve each such Developer and Licensee prior to execution of an
agreement  with  any  such parties.  If Licensor  exercises  such
right, Master Licensee shall not execute any agreement with  such
parties  without Licensor's prior written approval,  which  shall
not be unreasonably withheld.

        4.2.2 Such information concerning the proposed site  for
any  System  Facility as Licensor reasonably requests,  prior  to
authorizing  any Licensee or prospective licensee  to  acquire  a
site for any System Facility, and shall consult with Licensor  in
such   a   manner  as  Licensor  reasonably  requests  prior   to
authorizing any Licensee to acquire such site.  Licensor reserves
the right to approve the site for each System Facility, and, upon
written  notice to Master Licensee, to inspect any such site  and
give  its  prior  written approval for the site for  each  System
Facility.   If  Licensor  exercises such right,  Master  Licensee
shall  not  approve any site until Master Licensee  has  received
Licensor's written approval.

     4.3   Development Obligations

         4.3.1  Acknowledging that time is of the essence, Master
Licensee  agrees to have open and in operation in  the  Territory
the  cumulative total number of Primary Facilities by  the  dates
indicated   in   the   development  schedule  (the   "Development
Schedule")   below,  by  the  end  of  each  of  the   designated
development   periods  (the  "Development  Periods");   provided,
however, that the first Primary Facility shall be developed  only
by an Affiliated Licensee.

Development                       Cumulative Total Number of Primary Facilities
Period              By:           Which Shall Be Open and in Operation
1             March 31, 1998               One (1)
2             March 31, 1999               Three (3)
3             March 31, 2000               Five (5)
4             March 31, 2001               Ten (10)
5             March 31, 2002               Fifteen (15)
6             March 31, 2003               Twenty-Two (22)
7             March 31, 2004               Twenty-Nine (29)
8             March 31, 2005               Thirty-Six (36)

         4.3.2  Master  Licensee  agrees  to  have  open  and  in
operation by March 31, 2005 at least one (1) Primary Facility  in
each  of  the  following states of Malaysia: Wllayah Persekutuan,
Selangor,  Sabah, Sarawak, Penang, Johor, Pahang, Negri Sembilan,
Melaka,  Kedah, Perlis, Perak, and Terengganu, and at  least  one
(1) Primary Facility in the country of Brunei.

         4.3.3  In the event that Master Licensee fails  to  have
open  and  in  operation in the Territory  the  cumulative  total
number  of  Primary Facilities in accordance with the Development
Schedule, Licensor shall, at Licensor's option, have the right to
terminate the territorial protection described in Section 1.3  of
this  Agreement;  provided, however, that Master Licensee  shall,
under  no  circumstances, lose such territorial protection  until
March 31, 2001; and further provided, that Licensor shall discuss
with  Master  Licensee any reasonable revision of the Development
Schedule   proposed  by  Master  Licensee,  prior  to  Licensor's
exercise  of its option to terminate such territorial protection.
In  the event Licensor terminates such protection, Licensor shall
have the right to establish and operate, and to license others to
establish and operate, System Facilities under the System and the
Marks  in  any country in the Territory during the term  of  this
Agreement.

5.   DUTIES OF MASTER LICENSEE

      Master Licensee and the Principals, as applicable, make the
following  representations, warranties and covenants  and  accept
the following obligations:

      5.1    Corporate  Representations and  Warranties.   Master
Licensee represents, warrants and covenants that:

         5.1.1 Master Licensee is a newly formed corporation, and
Master Licensee is duly organized and validly existing under  the
applicable law to its formation;

         5.1.2 Master Licensee is duly qualified and is authorized
to  do  business  in  each jurisdiction  in  which  its  business
activities  or the nature of the properties owned by  it  require
such qualification;

         5.1.3 Master Licensee's organizational documents shall at
all  times  provide  that the activities of Master  Licensee  are
confined  exclusively  to the development of  System  Facilities,
unless otherwise consented to by Licensor in writing;

         5.1.4   Copies   of  Master  Licensee's   articles   of
incorporation, bylaws, other governing documents, any  amendments
thereto, resolutions of the Board of Directors authorizing  entry
into  and performance of this Agreement, and any certificates  or
other  documents as may be reasonably required by  Licensor  have
been  furnished  to  Licensor prior  to  the  execution  of  this
Agreement;

         5.1.5  The  ownership interests in Master  Licensee  are
accurately and completely described in Exhibit E hereto.   Master
Licensee shall maintain at all times a current list of all owners
of  record  and  all  beneficial owners of any  class  of  voting
securities in Master Licensee, and shall make its list of  owners
available to Licensor upon request;

         5.1.6  Master  Licensee  shall  maintain  stop-transfer
instructions against the transfer on its records of  any  of  its
equity  securities and each stock certificate representing  stock
of  the corporation shall have conspicuously endorsed upon  it  a
statement  in  a form satisfactory to Licensor that  it  is  held
subject  to  all  restrictions imposed upon assignments  by  this
Agreement;  provided,  however, that  the  requirements  of  this
Section shall not apply to the transfer of equity securities of a
publicly-held corporation (as defined in Section 12.4); and

         5.1.7  Master Licensee's Principals shall,  jointly  and
severally,  guarantee  Master Licensee's performance  of  all  of
Master Licensee's obligations, covenants and agreements hereunder
pursuant  to  the terms and conditions of the guaranty  contained
herein, and shall otherwise bind themselves to the terms of  this
Agreement as stated herein.

      5.2    Best  Efforts.  Master Licensee's  Principals  shall
devote  substantial full time and best efforts to the supervision
and conduct of the business contemplated by this Agreement.

      5.3    Compliance with Laws, Rules and Regulations.  Master
Licensee shall comply with all requirements of national and local
laws,  rules,  regulations, and orders in  each  country  in  the
Territory.

      5.4   Training.  Master Licensee agrees that it is necessary
to  the  continued operation of the System that six (6) of Master
Licensee's  employees and such employees of Affiliated  Licensees
as  Licensor  designates receive such training  as  Licensor  may
require, and accordingly agrees as follows:

         5.4.1 Not later than ninety (90) days after the date  of
execution of this Agreement, for Master Licensee's employees, and
not  later  than  thirty (30) days prior to the date  the  System
Facility  of  each Affiliated Licensee is scheduled to  open  for
each  of  such Affiliated Licensees' employees, Master Licensee's
and  such  Affiliated Licensee's employees as Licensor designates
shall attend and complete, to Licensor's satisfaction, Licensor's
initial training program in the United States.  Training of  such
persons  shall  be  conducted by Licensor or its  designee  at  a
Licensor-operated System Facility or other location designated by
Licensor.   Licensor  shall  provide  instructors  and   training
materials  for such initial training at no additional  charge  to
Master Licensee.

        Licensor shall determine, in its sole discretion, whether
such trainees have satisfactorily completed initial training.  If
the initial training program is not satisfactorily completed,  or
if  Licensor, in its reasonable business judgment based upon  the
performance  of  such  trainees,  determines  that  the  training
program  cannot be satisfactorily completed by any  such  person,
Master  Licensee shall designate a replacement to  satisfactorily
complete such training.

        Any  employees replacing any employee that has  received
training  or  any Affiliated Licensee subsequently designated  by
Master  Licensee  shall  also receive and complete  such  initial
training.  Licensor reserves the right to charge a reasonable fee
for  any  initial  training provided  by  Licensor  to  any  such
replacement   employee.   Master  Licensee  or   the   Affiliated
Licensee,  as appropriate, shall be responsible for any  and  all
expenses  incurred  by  Master Licensee or Affiliated  Licensee's
employees  in  connection  with  any  initial  training  program,
including,  without limitation, costs of travel,  lodging,  meals
and wages.

         Licensor  will  pay no compensation  for  any  services
performed   incidental  to  training  by  trainees  enrolled   in
Licensor's  initial training program or any subsequent  training.
Licensor  reserves the sole and exclusive right to determine  the
duration of, and what subjects are included in, the curriculum of
its  training  programs, and to train any number  of  individuals
from  any  number  of  System  Facilities,  whether  licensed  or
otherwise affiliated with Licensor, at the same time.

          5.4.2  Master  Licensee's  Principals  and  such  other
personnel  of  Master Licensee as Licensor shall designate  shall
attend,   at  such  location  in the Territory  or  otherwise  as
Licensor reasonably designates, such additional training programs
and seminars as Licensor may offer from time to time, if Licensor
requires  such  attendance.  For all such programs and  seminars,
Licensor  will  provide the instructors and  training  materials.
However,  Licensor reserves the right to impose a reasonable  fee
for  such  additional  training programs  and  seminars.   Master
Licensee  shall be responsible for any and all expenses  incurred
by Master Licensee's Principals and other personnel in connection
with  such  additional training, including,  without  limitation,
costs of travel, lodging, meals, and wages.

          5.4.3   Provided  Licensor  is  satisfied  that  Master
Licensee's employees have successfully completed initial training
in  the  United  States as provided under Section 5.4.1,  and  is
further satisfied that Master Licensee is capable of successfully
training  managers  and  employees  of  each  Licensee   in   the
Territory,  notwithstanding  any  terms  and  conditions  in  any
License  Agreement to the contrary, Master Licensee shall furnish
training to all Licensees and all of Licensees' employees for all
System  Facilities in the Territory, as such training is required
under  the License Agreement.  Master Licensee agrees to  assume,
and  does  hereby  assume, all such obligations  of  Licensor  to
furnish  initial  training under each License Agreement.   Master
Licensee  shall  employ a trainer fluent in the English  language
who   shall  complete,  to  Licensor's  satisfaction,  Licensor's
training  program,  at Master Licensee's sole cost  and  expense.
Master Licensee shall immediately employ a replacement trainer if
such  trainer  ceases  to  be Master  Licensee's  trainer.   Such
trainer  shall provide training to Licensee's employees, at  such
System  Facility or other reasonable location as Master  Licensee
shall  designate.  Master Licensee shall, at its  sole  cost  and
expense,  provide, equip, and commence operation  of  a  training
program using such trainer which will obtain the same results  in
training as does Licensor's training school in the United States,
as  determined by Licensor, for the purpose of providing training
as  required  under each License Agreement.  From time  to  time,
Licensor  may  attend  and/or conduct  an  audit  of  the  Master
Licensee's training program.  If Licensor, in its sole judgement,
determines  there are deficiencies in Master Licensee's  training
program, Master Licensee shall take such action as is required by
Licensor   to  correct  such  deficiencies,  including,   without
limitation,  (a)  replacing the Master  Licensee's  trainer,  (b)
requiring Master Licensee's trainer to attend additional training
in the United States, at Master Licensee's sole cost and expense,
or  (c)  requiring  Licensees'  employees  to  attend  Licensor's
initial training program in the United States.

         5.4.4  Advertising and Promotional Materials  and  Other
Items.   Master  Licensee  shall  require  all  advertising   and
promotional materials, signs, decorations, paper goods (including
all  forms and stationery used hereunder), and other items  which
may  be  designated  by  Licensor, to  bear  the  Marks  and  the
description  of the services offered by each System  Facility  in
the form, color, location, and manner prescribed by Licensor.

       5.5   Rights  and  Obligations Related  to  Licensees  and
Developers.

         5.5.1  Prospective Licensees and Developers.  In dealing
with  prospective  licensees and prospective  developers,  Master
Licensee shall:

            5.5.1.1   Make  no representations or  warranties  in
conflict  with the terms and conditions of the License  Agreement
or   Development  Agreement,  the  Manuals,  or   other   related
documents; and

            5.5.1.2   Carefully  screen and evaluate  prospective
Licensees and Developers pursuant to the standards prescribed  by
Licensor.

         5.5.2  Master Licensee's Duties.  For each Licensee  and
Developer,  Master Licensee shall, at its sole expense,  promptly
fulfill  all  its duties, require each Licensee and Developer  to
fulfill  all  their obligations, and enforce all  the  terms  and
conditions,   under  each  License  Agreement   and   Development
Agreement.  In this regard, Master Licensee shall:

             5.5.2.1   Provide  site  selection  counseling   and
assistance,  on-site  inspections,  site  evaluations,  and  site
recommendations,  in  accordance with  applicable  standards  for
sites under the System;

             5.5.2.2  Provide training programs;

             5.5.2.3  Provide to each Licensee the plans  for  the
construction  of  the interior design and layout  of  the  System
Facility, advice and consultation to the Licensee with regard  to
the  construction  and/or  renovation of  each  System  Facility,
conduct   on-site   inspections   during   construction    and/or
renovation,  and  ensure upon completion of  construction  and/or
renovation that construction and/or renovation has been completed
in accordance with the plans and specifications;

             5.5.2.4   Upon  completion  of  construction  and/or
renovation, inspect each System Facility to confirm that  it  has
been equipped in accordance with the plans and specifications;

             5.5.2.5  Provide the Manuals and all updates  to  the
Manuals:

             5.5.2.6   Provide such opening assistance, and  other
assistance  as  designated by Licensor and  as  required  by  the
License Agreement and Development Agreement;

             5.5.2.7   Require  each Licensee to  acquire  certain
laundry and wetcleaning equipment from approved suppliers;

             5.5.2.8   Visit each System Facility in the Territory
at  least two (2) times each year during the term of the relevant
License   Agreement  and  any  renewals,  in  order  to   provide
continuing  assistance as reasonably requested by  the  Licensee,
inspect the premises of such System Facility to determine whether
Licensee's  continued operation is in conformity with  Licensor's
procedures, standards, and specifications, and verify  compliance
by  Licensee  and Licensee's employees with applicable  laws  and
procedures; and

             5.5.2.9   Monitor (and submit to Licensor,  at  least
once every twelve (12) months) written reports on such forms  and
at  such  times  as  Licensor may request) and,  upon  Licensor's
request, promptly take all steps necessary to remedy any and  all
matters reasonably requested by Licensor, including:

               5.5.2.9.1   Any apparent deficiencies and problems
concerning the uniformity and quality of service provided by  the
Licensee;

               5.5.2.9.2    Any  apparent opportunities  for  the
Licensee to improve its performance;

               5.5.2.9.3   Any apparent deviations from Licensor's
operating  procedures,  standards,  and  specifications  or  from
proper usage of the Marks; and

               5.5.2.9.4    Any apparent violations of applicable
laws.

         5.5.3 Enforcement of Agreements.  Master Licensee  shall
enforce each term and condition of each Development Agreement and
of  each  License Agreement, including timely payments, adherence
to  the  Manuals, correct use of the Marks, successful completion
of   training,   compliance  with  any  development  obligations,
adherence  to  site  selection  and  construction  criteria,  and
compliance  with operating standards.  Moreover, Master  Licensee
must  fulfill each of its duties under each Development Agreement
and each License Agreement in a competent and timely manner.

         5.5.4   Services,  Products,  Equipment  and   Programs
Developed By Master Licensee.  Master Licensee hereby agrees  and
affirms  that  any  and  all  cleaning  or  laundering  services,
products,   equipment  and/or  programs,  and   any   inventions,
discoveries, technologies, services or products related  thereto,
irrespective  of  whether  they  are  or  are  not  patented   or
patentable, and any sales, marketing, or promotional programs  or
campaigns concerning same, which are developed by or on behalf of
Master Licensee or any Licensee in conjunction with, for use  in,
arising from, or related to the business licensed hereunder,  and
which  in any way relate directly or indirectly to any Licensee's
System  Facility or the business licensed hereunder,  procedural,
technical,  or  commercial  needs,  problems,  developments,   or
projects,  or  to  Master  Licensee's  production,  research   or
experimental  developments  and projects  (collectively,  "Master
Licensee-developed   know-how")  are   hereby   irrevocably   and
permanently licensed to Licensor for incorporation in the  System
and  subsequent use by Licensor, its affiliates, and, if Licensor
determines, for use by other Master Licensees and  Licensees, and
Master  Licensee agrees to make prompt disclosure to Licensor  of
all such inventions and discoveries.

            5.5.4.1   Further, Licensor shall have the  right  to
apply  for,  obtain, and own for its sole and  exclusive  benefit
patents for any patentable Master Licensee-developed or Licensee-
developed know-how if Master Licensee declines to apply  for  and
obtain  such patents.  Licensor, its affiliates and its Licensees
shall  not,  as a consequence of Licensor's acquisition  of  such
license  or  patent rights, be liable to Master Licensee  or  any
Licensee  in  any  fashion  whatsoever,  be  it  compensation  or
otherwise.

            5.5.4.2   If Master Licensee or any Licensee declines
to  apply  for  and  obtain  patents for  any  patentable  Master
Licensee-developed   or   Licensee-developed   know-how,   Master
Licensee   agrees   to,   and  require  Licensee   to,   execute,
acknowledge,  make,  and  deliver, to Licensor  or  its  attorney
without  compensation (but without expense to  Master  Licensee),
any  and  all  instruments, including United States  and  foreign
patent  applications, applications for securing,  protecting,  or
registering  any property rights embraced within this  Agreement,
powers   of   attorney,  assignments,  oaths,  or   affirmations,
supplemental oaths, and sworn statements, and to do any  and  all
lawful  acts  which in the judgement of Licensor or its  attorney
may  be  necessary  or desirable to vest in, or  secure  for,  or
maintain  for the benefit of Licensor adequate patent  and  other
property  rights  in the United States and all foreign  countries
with  respect  to  any and all such Master Licensee-developed  or
Licensee-developed know-how, whether published or unpublished and
whether  or  not the subject of statutory industrial property  or
copyright protection.

        5.6   Other Requirements and Obligations. Master Licensee
shall  comply with all other requirements and perform such  other
obligations as provided hereunder.

        5.7    Non-Proprietary  Products.   Master  Licensee  shall
comply,  and  shall  require Licensees to  comply,  with  all  of
Licensor's standards and specifications relating to the  purchase
of  all  supplies,  materials, fixtures,  furnishings,  equipment
(including  computer hardware and software), decor items,  signs,
delivery vehicles (including alternative fuel vehicles), food and
beverage items and other products used or offered for sale at  or
from   each  System  Facility.   Master  Licensee  shall  require
Licensees  to obtain all cleaning and laundry equipment  used  at
System Facilities solely from suppliers (including manufacturers,
distributors  and other sources) who continue to demonstrate  the
ability   to   meet   Licensor's   then-current   standards   and
specifications  for  such  equipment  used  at  or  from   System
Facilities  and routes and who possess adequate quality  controls
and  capacity  to  supply Master Licensee's  needs  promptly  and
reliably; and who have been approved in writing by Licensor prior
to  any purchases by Master Licensee from any such supplier,  and
who  have  not thereafter been disapproved by Licensor.   If  any
Licensee  desires  to purchase, lease or use any  such  equipment
from  an  unapproved supplier, Master Licensee  shall  submit  to
Licensor  a  written request for such approval, or shall  request
the  supplier itself to do so.  Master Licensee shall not  permit
any  Licensee  to purchase or lease from any supplier  until  and
unless  such  supplier has been approved in writing by  Licensor.
Licensor shall have the right to require that its representatives
be  permitted  to  inspect  the supplier's  facilities  and  that
samples from the supplier be delivered, either to Licensor or  to
an independent laboratory designated by Licensor for testing.   A
charge  not  to exceed the reasonable cost of the inspection  and
the  actual cost of the test shall be paid by Master Licensee  or
the supplier.  Licensor reserves the right, at its option, to re-
inspect from time to time the facilities and products of any such
approved  supplier and to revoke its approval upon the supplier's
failure  to  continue  to  meet any  of  Licensor's  then-current
criteria.  Nothing in the foregoing shall be construed to require
Licensor to approve any particular supplier.

6.   MARKS

      6.1   Application for the Marks.   Licensor represents with
respect to the Marks that Licensor has the right to use,  and  to
license  others to use, the Marks; Licensor has applied  for,  or
will apply for, registration in [Malaysia] [Brunei] for the Marks
described  in  Exhibit F hereto; and all other  steps  reasonably
necessary  to preserve and protect the ownership and validity  of
the  Marks  will  be  taken.  Master Licensee  acknowledges  that
Licensor  has applied for, but has not yet received, registration
of  the  Marks  described in Exhibit F attached  hereto.   Master
Licensee  further acknowledges and agrees that  Licensor  may  be
unable  to  obtain registration of some or all of the  Marks  for
which  registration has been made, and that Licensor shall  incur
no  liability to Master Licensee or any Licensee for any  failure
to  obtain such registration.  Master Licensee acknowledges  that
Licensor  is the owner of all right, title and interest  together
with  all  the  goodwill  in and to, the  Marks,  registered  and
unregistered.

      6.2    Non-Ownership of Marks by Master  Licensee.   Master
Licensee expressly understands and acknowledges that:

         6.2.1  As between Licensor and Master Licensee, Licensor
is the owner of all right, title and interest in and to the Marks
and the goodwill associated with and symbolized by them.

         6.2.2      Neither  Master Licensee nor  any  Principals
shall take any action that would prejudice or interfere with  the
validity of Licensor's rights with respect to the Marks.  Nothing
in  this  Agreement  shall give the Master  Licensee  any  right,
title, or interest in or to any of the Marks or any of Licensor's
service  marks,  trademarks,  trade names,  trade  dress,  logos,
copyrights or proprietary materials, except the right to use  the
Marks  and the System in accordance with the terms and conditions
of this Agreement.

         6.2.3     Master Licensee understands and agrees that any
and  all  goodwill arising from Master Licensee's and  Licensee's
use   of  the  Marks  and  the  System  shall  inure  solely  and
exclusively  to  Licensor's  benefit,  and  upon  expiration   or
termination of this Agreement and the license herein granted,  no
monetary amount shall be assigned as attributable to any goodwill
associated with Master Licensee's use of the Marks.

         6.2.4     Master Licensee shall not contest the validity
of  Licensor's interest in the Marks or assist others to  contest
the validity of Licensor's interest in the Marks.

         6.2.5 Master Licensee acknowledges that any unauthorized
use  of  the Marks shall constitute an infringement of Licensor's
rights  in  the Marks and a material event of default  hereunder.
Master  Licensee agrees that it shall provide Licensor  with  all
assignments,  affidavits, documents, information  and  assistance
Licensor  reasonably requests to fully vest in Licensor all  such
rights,  title  and interest in and to the Marks,  including  all
such  items as are reasonably requested by Licensor to  register,
maintain and enforce such rights in the Marks.

         6.2.6  If  it  becomes advisable at  any  time,  in  the
discretion of Licensor, to modify or discontinue use of any  Mark
and/or  to adopt or use one (1) or more additional or substituted
Marks,   then  Master  Licensee  shall  comply  with   any   such
instruction  by  Licensor,  and shall require  each  Licensee  to
comply  with such requirement. Master Licensee, and each  of  the
Licensees,  shall promptly make any and all such changes  to  all
signage, stationery, and other items bearing the Marks, at  their
respective  cost  and  expense; provided  such  changes  are  not
required  by  Licensor more than one (1) time  in  any  five-year
period.  In the event any such changes are required more than one
time in any five-year period, the sole obligation of Licensor  in
such  event  shall  be  to  reimburse  Master  Licensee  and  the
Licensees for their documented expenses (such as changing  signs,
stationery,  etc.)  of  compliance  therewith.   Master  Licensee
hereby  waives,  and Master Licensee shall require  each  of  the
Licensees to waive,  any other claim arising from or relating  to
any  such  Mark change, modification or substitution.  Except  as
provided  herein, Licensor shall not be liable to Master Licensee
or  any Licensee for any expenses, losses or damages sustained by
Master  Licensee  or any Licensee as a result of  any  such  Mark
addition,  modification,  substitution  or  discontinuation,  and
Master  Licensee hereby covenants not to commence or join in  any
litigation  or  other  proceeding, and to  require  Licensees  to
covenant  not  to  commence or join in any  litigation  or  other
proceeding,   against Licensor for any such expenses,  losses  or
damages.

         Specifically,  and without limitation to the  foregoing,
Master  Licensee expressly affirms and agrees that  Licensor  may
sell  its  assets, its Marks, or its System outright to  a  third
party;  may go public; may engage in a private placement of  some
or  all of its securities; may merge, acquire other corporations,
or   be   acquired  by  another  corporation;  may  undertake   a
refinancing, recapitalization, leveraged buyout or other economic
or financial restructuring; and, with regard to any or all of the
above   sales,  assignments  and  dispositions,  Master  Licensee
expressly and specifically waives any claims, demands or  damages
arising  from  or  related to the loss  of  said  Marks  (or  any
variation  thereof)  and/or  the  loss  of  association  with  or
identification of "Ecofranchising Inc." as Licensor hereunder.

         6.2.7  Master Licensee agrees to assign to Licensor  any
and  all applications for the use of the Marks in any country  in
the  Territory  which have been filed prior to the  execution  of
this Agreement.

      6.3    Use  and Display of Marks.  With respect  to  Master
Licensee's  licensed use of the Marks pursuant to this Agreement,
Master Licensee further agrees that:

          6.3.1  Unless  otherwise  authorized  or  required   by
Licensor,  Master  Licensee shall operate the  business  licensed
hereunder only under the name "Ecomat" without prefix or  suffix.
Master  Licensee shall not use the Marks as part of its corporate
or other legal name.

          6.3.2 During the term of this Agreement, Master Licensee
shall identify itself as the master licensee in conjunction  with
any  use  of  the Marks, including, but not limited to,  uses  on
invoices, order forms, receipts and contracts.

          6.3.3  Master Licensee shall not use the Marks to  incur
any obligation or indebtedness on behalf of Licensor.

          6.3.4  Master  Licensee  shall  comply  with  Licensor's
instructions in filing and maintaining the requisite  trade  name
or fictitious name registrations, and shall execute any documents
deemed  necessary by Licensor or its counsel to obtain protection
of  the  Marks  or  to  maintain  their  continued  validity  and
enforceability, including, without limitation, a registered  user
agreement.

          6.3.5  Master Licensee shall not register, nor  seek  to
register  any trademark or service mark using the words "Ecomat,"
any  Mark,  or any trademark or service mark confusingly  similar
thereto, in the Territory or any other country at any time.

          6.3.6  Master  Licensee shall  use  all  Marks  in  full
compliance with rules prescribed from time to time by Licensor in
its  Manuals or otherwise.  Master Licensee is prohibited (except
as  expressly  provided or mandated herein) from using  any  Mark
with any prefix, suffix, or other modifying words, terms, designs
or  symbols  (other  than logos licensed by  Licensor  to  Master
Licensee).  In addition, Master Licensee may not use any Mark  in
connection with the sale of any unauthorized program, product  or
service  or  in  any  other manner not explicitly  authorized  in
writing  by  Licensor.  Further, Master Licensee  shall  use  the
Marks  only for the operation of the business licensed  hereunder
or  in advertising for such business. Master Licensee's right  to
use  the  Marks  is  limited  to  such  uses  as  are  authorized
hereunder,  and any unauthorized use thereof shall constitute  an
infringement  of Licensor's rights and a material  and  incurable
breach of this Agreement which, unless waived by Licensor,  shall
entitle  Licensor  to terminate this Agreement  unilaterally  and
immediately  upon notice to Master Licensee, with no  opportunity
to cure, and this Agreement shall thereafter be null, void and of
no  effect (except for those post-termination and post-expiration
provisions which by their nature shall survive).

      6.4    Prosecution  of Infringers.  Master  Licensee  shall
notify  Licensor immediately of any apparent infringement of  the
Marks, or challenge to Master Licensee's use of any Mark,  or  of
any  claim  by any person of any rights in any Mark,  and  Master
Licensee and the Principals shall not communicate with any person
other  than  Licensor or any designated affiliate thereof,  their
counsel and Master Licensee's counsel in connection with any such
infringement,  challenge or claim.  Licensor shall have  complete
discretion  to  take  such  action as  it  deems  appropriate  in
connection   with  the  foregoing,  and  the  right  to   control
exclusively, or to delegate control to any of its affiliates  of,
any  settlement, litigation or any proceeding arising out of  any
such  alleged  infringement,  challenge  or  claim  or  otherwise
relating to any Mark.  Master Licensee agrees to execute, and  to
require  each  Licensee to execute,  any and all instruments  and
documents, render such assistance, and do such acts or things  as
may,  in  the  opinion of Licensor, reasonably  be  necessary  or
advisable  to protect and maintain the interests of  Licensor  or
any  affiliate  in  any  litigation or  other  proceeding  or  to
otherwise protect and maintain the interests of Licensor  or  any
other interested party in the Marks.

      6.5    Defense  of Marks By Licensor.   In the  event  that
Master Licensee or any Licensee receives notice or is informed or
learns of any claim, suit or demand against it on account of  any
alleged  infringement,  unfair  competition,  or  similar  matter
relating  to the use of the Marks, Master Licensee shall promptly
notify  Licensor  of any such claim, suit or demand.   Thereupon,
Licensor shall promptly take such action as it may deem necessary
to protect and defend Master Licensee or any Licensee against any
such  claim by any third party based solely upon any such alleged
infringement, unfair competition, or similar matter  relating  to
the use of the Marks, and shall indemnify Master Licensee and any
Licensee against any loss, cost or expense incurred in connection
therewith.  Neither Master Licensee nor any Licensee shall settle
or  compromise any such claim by a third party without the  prior
written  consent of Licensor.  Licensor shall have the  right  to
defend, compromise and settle any such claim at its sole cost and
expense,  using  its own counsel, and Master Licensee  agrees  to
cooperate fully, and to require each Licensee to cooperate fully,
with  Licensor in connection with the defense of any such  claim.
Licensor is hereby irrevocably granted authority and is appointed
Master  Licensee's and each Licensee's attorney in fact to defend
and/or  settle  all  of such claims, demands  or  suits.   Master
Licensee and each Licensee may participate at his own expense  in
such  defense or settlement, but Licensor's decisions with regard
thereto   shall   be  final.   Notwithstanding  anything   herein
contained  to the contrary, Licensor shall have no obligation  to
defend  or indemnify Master Licensee or any Licensee pursuant  to
this  Agreement  or any License Agreement, respectively,  if  the
claim,  suit  or demand against Master Licensee or  any  Licensee
arises out of or relates to Master Licensee's use of the Marks in
violation  of  the  terms  of  this  Agreement  or  any   License
Agreement, respectively.

      6.6    Nonexclusive License.  The right and license of  the
Marks  granted  hereunder to Master Licensee is nonexclusive  and
Licensor  and  its affiliates thus have and retain the  following
rights,  among  others,  subject  only  to  the  limitations   of
Section 1:

        6.6.1 To grant other licenses for use of the Marks;

        6.6.2  To develop and establish other systems using  the
Marks  or  other  names  or marks and to grant  licenses  thereto
without providing any rights to Master Licensee; and

        6.6.3  To  engage, directly or indirectly,  through  its
affiliates,   employees,  representatives,  licensees,   assigns,
agents  and  others, at wholesale, retail or  otherwise,  in  the
production,  distribution,  license  and  sale  of  products  and
services,   and  to  use  in  connection  with  such  production,
distribution  and  sale, the Marks and any  and  all  trademarks,
trade  names,  service marks, logos, insignia, slogans,  emblems,
symbols, designs and other identifying characteristics as may  be
developed or used from time to time by Licensor.

7.   THE MANUALS; CONFIDENTIAL INFORMATION

     7.1   The Manuals.

         7.1.1 To protect the reputation and goodwill of Licensor
and  to  maintain  high standards of operation  under  Licensor's
Marks, Master Licensee shall require each Licensee to conduct its
System  Facility  in accordance with the Manuals,  other  written
directives which Licensor may issue to Master Licensee from  time
to  time  whether  or  not such directives are  included  in  the
Manuals,  and any other manuals and materials created or approved
for  use  in  the  operation of the business licensed  hereunder.
Master Licensee acknowledges and agrees that the Manuals, and the
rights  to  use  the  System  hereunder,  relate  solely  to  the
operation  of  a  single System Facility, and do  not  contain  a
description as to operation of Licensor.

         7.1.2 Master Licensee may, at any time, propose  to
Licensor changes in the Manuals, at its sole cost and expense, to
adapt   the   Manuals   to   the  laws,   customs,   and   market
characteristics  of  the  countries  of  Malaysia   and   Brunei.
Licensor  shall  use  its best efforts to  review  such  proposed
adaptations  within thirty (30) days of Licensor's submission  to
Licensor.   Any conversion of measurements in the Manual  to  the
metric  system shall be made by the Master Licensee at  its  sole
cost  and  expense.  Master Licensee shall not  use  the  adapted
Manuals   without   Licensor's  prior  written   approval.    All
requirements of this Agreement related to the Manuals shall apply
to  both the  original version of the Manuals provided to  Master
Licensee  and  any such adapted Manuals.  Licensor shall  furnish
one  (1)  copy of adapted Manuals (and approved changes  thereto)
for  the  Malaysian and Bruneian versions of the Manuals to  each
Licensee  that  has executed a License Agreement  for  each  such
country.

         7.1.3  Master Licensee and the Principals shall at all
times treat the Manuals, any written directives of Licensor,  and
any  other  manuals and materials, and the information  contained
therein,  as confidential and shall maintain such information  as
secret  and  confidential in accordance   with  this  Section  7.
Master  Licensee and the Principals shall not at any  time  copy,
duplicate, record or otherwise reproduce such materials, in whole
or  in  part,  or  otherwise  make  the  same  available  to  any
unauthorized person.

         7.1.4 All copies of the Manuals, written directives,
other   manuals   and   materials  and  any  other   confidential
communications  provided or approved by  Licensor  shall  at  all
times  remain the sole property of Licensor, and all such Manuals
and  other  materials  shall be returned to Licensor  immediately
upon request or upon termination or expiration of this Agreement.

         7.1.5 The Manuals, any written directives, and any other
manuals and materials issued by Licensor and any modifications to
such materials shall supplement this Agreement.

         7.1.6 Licensor may from time to time revise the contents
of  the  Manuals  and  the  contents of  any  other  manuals  and
materials  created or approved for use in the  operation  of  any
System  Facility.   Master Licensee expressly agrees  to  require
each Licensee to comply with each new or changed standard.

         7.1.7 Master Licensee shall at all times ensure that the
Manuals  are  kept current and up to date.  In the event  of  any
dispute  as  to  the contents of the Manuals, the  terms  of  the
master copy of the Manuals in the English language maintained  by
Licensor at Licensor's corporate office shall control.

         7.1.8 The  subject matter of the Manuals  used  in  the
United  States  may  include  (but need not  be  limited  to  nor
necessarily  include  all  of) the following  matters:  services,
equipment,   technologies   and  procedures   relating   to   the
establishment   and   operation   of   environmentally   friendly
laundromat and cleaning facilities, including self-service, drop-
off  services,  and  pickup  and delivery  services;  components,
requirements,  duties, standards, procedures, policies,  systems,
techniques,  guidelines  and  specifications  pertaining  to  the
System  and  to  the  operation of a  licensed  System  Facility;
services,  products  and  programs embraced  by  the  System  and
authorized   for   sale  by  Licensees;  staff  composition   and
organization   systems;  programs,  procedures  and   guidelines;
quality  assurance  programs; supervision systems;  recordkeeping
systems  and materials; advertising and public relations  systems
and   materials;   purchasing  procedures;   proprietary   books,
catalogues,  literature and other writings and  manuals;  certain
bookkeeping  and accounting materials and techniques;  management
and  control  systems; personnel qualifications; reports;  forms;
display  of  signs and notices; authorized or required equipment,
appliances  and appurtenances; hours of operation; required  uses
of  Marks; insurance requirements; license requirements; required
attire;  required manner of offering and selling Ecomat programs,
services  and products; standards of maintenance and  appearance;
customer  satisfaction;  staff  training  requirements;  training
specifications; and, additions to, deletions from,  modifications
to  and variations of the programs, services, products and  other
components  constituting  the  System,  including  standards  and
specifications relating thereto.

     7.2   Confidential Information.

         7.2.1  Neither  Master Licensee nor any  its  Principals
shall,   during  the  term  of  this  Agreement  or   thereafter,
communicate, divulge or use for the benefit of any other  person,
persons,  partnership, association or corporation and,  following
the  expiration or termination of this Agreement, they shall  not
use   for   their  own  benefit,  any  confidential  information,
knowledge or know-how concerning the methods of operation of  the
business licensed hereunder which may be communicated to them  or
of which they may be apprised in connection with the operation of
any  System  Facility under the terms of this Agreement.   Master
Licensee  and  the  Principals shall  divulge  such  confidential
information only to such of each of Master Licensee's and each of
Licensee's  employees  as must have access  to  it  in  order  to
operate  a  System Facility.  Any and all information, knowledge,
know-how, techniques and any materials used in or related to  the
System  which Licensor provides to Master Licensee in  connection
with this Agreement shall be deemed confidential for purposes  of
this Agreement.  Neither Master Licensee nor the Principals shall
at  any  time,  without Licensor's prior written  consent,  copy,
duplicate,  record  or  otherwise  reproduce  such  materials  or
information,  in whole or in part, nor otherwise  make  the  same
available  to  any  unauthorized person.  The  covenant  in  this
Section shall survive the expiration, termination or transfer  of
this  Agreement  or any interest herein and shall be  perpetually
binding upon Master Licensee and each of the Principals.

        Master Licensee specifically understands and affirms that
the   following  has  been  deemed  to  constitute   confidential
information   (without  limitation):  all   products,   services,
equipment,   technologies   and  procedures   relating   to   the
establishment   and   operation   of   environmentally   friendly
laundromat and cleaning facilities, including self-service, drop-
off  services, and pickup and delivery services; all  systems  of
operation,  services,  programs, products, procedures,  policies,
standards,  techniques,  specifications and  criteria  which  now
comprise  or  in  the future may comprise a part of  the  System;
Licensor's Manuals; supplements and/or amendments to the Manuals;
records   pertaining  to  customers  or  billings;   methods   of
advertising  and  promotion; customers; instructional  materials;
staff  composition  and organization systems;  quality  assurance
programs;     supervision    systems;    recommended    services;
recordkeeping  systems  and materials;  bookkeeping  systems  and
materials;  business  forms; product  and  service  order  forms;
general  operations  materials;  revenue  reports;  standards  of
interior  and exterior design and decor; activity schedules;  job
descriptions;  advertising,  promotional  and  public   relations
materials,  campaigns, guidelines and philosophy; specifications,
systems,   standards,  techniques,  philosophies  and  materials,
guidelines,  policies  and  procedures  concerning  the   System;
additions to, deletions from, and modifications and variations of
the components constituting the System or the systems and methods
of operations which are now, or may in the future, be employed by
Licensor,  including  all  standards and specifications  relating
thereto  and  the means and manner of offering and selling  same;
and,    all    other   components,   specifications,   standards,
requirements and duties imposed by Licensor or its affiliates.

         7.2.2  At  Licensor's  request,  Master  Licensee  shall
require  and obtain execution of covenants similar to  those  set
forth in Section 7.2.1 from any personnel of Master Licensee  who
have received or will have access to confidential information  or
training from Licensor.  Such covenants shall be substantially in
the form set forth in Exhibit G.

8.   BOOKS AND RECORDS

      8.1   Financial Reports.  Master Licensee shall comply, and
require   Licensees  to  comply,  with  the  following  reporting
obligations:

         8.1.1 Master  Licensee shall, at Master  Licensee's
expense,  submit to Licensor, in the form prescribed by Licensor,
a  monthly balance sheet and profit and loss statement (which may
be unaudited) for Master Licensee and each Licensee within twenty
(20)  days  after the end of each month during the  term  hereof.
Each such statement shall be signed by Master Licensee's and each
Licensee's  treasurer  or chief financial officer  or  comparable
officer attesting that it is true, complete and correct;

         8.1.2 Master Licensee shall, at its expense, provide  to
Licensor  an  unaudited  complete annual financial  statement  of
Master  Licensee  and each Licensee, including a  balance  sheet,
profit  and loss statement, statement of cash flows and statement
of  financial  condition.   Master  Licensee's  annual  financial
statement  shall  be prepared by an independent certified  public
accountant satisfactory to Licensor, in accordance with generally
accepted accounting principles in Malaysia, shall be provided  to
Licensor  within ninety (90) days after the end  of  each  fiscal
year of Master Licensee and each Licensee during the term hereof,
and  shall show the results of operations of Master Licensee  and
each Licensee during such fiscal year; and

         8.1.3 Master Licensee shall also submit to Licensor, for
review   or   auditing,  such  other  forms,  reports,   records,
information  and  data of Master Licensee and  each  Licensee  as
Licensor  may reasonably designate, in the form and at the  times
and  places reasonably required by Licensor, upon request and  as
specified from time to time in writing.

        8.1.4  All of Master Licensee's financial statements shall
be in the English language.

      8.2    Audits.   Licensor or its designees shall  have  the
right at all reasonable times to review, audit, examine and  copy
the books and records of Master Licensee as Licensor may require,
and  Master  Licensee  shall  require  each  Licensee  to  permit
Licensor  to  review,  audit, examine, and  copy  the  books  and
records of each Licensee.

       8.3   Inconsistencies  and  Mistakes.   Master  Licensee
understands and agrees that the receipt or acceptance by Licensor
of  any of the statements furnished or royalties paid to Licensor
(or  the cashing of any royalty checks or the drafting of  Master
Licensee's  bank  account for royalties due) shall  not  preclude
Licensor  from questioning the correctness thereof  at  any  time
and,  in  the  event  that any inconsistencies  or  mistakes  are
discovered in such statements or payments, they shall immediately
be  rectified by the Master Licensee and the appropriate  payment
shall be made by the Master Licensee.

 9.  ADVERTISING AND RELATED FEES

       Recognizing  that  the  System  is  comprised  of   System
Facilities,  and further recognizing the importance of  all  such
variations  to  the System and the value of advertising  and  the
importance of the standardization of advertising programs to  the
furtherance  of the goodwill and public image of the System,  the
parties agree as follows:

      9.1   Local Advertising.  Subject to any allocation of each
Licensee's  expenditures for local advertising to the Cooperative
as  described in Section 9.2, Master Licensee shall require  each
Licensee to spend, during each month throughout the term of  each
License  Agreement, a minimum of three percent (3%) of the  Gross
Sales  (as  defined  in Section 2.4) of each System  Facility  on
advertising for such System Facility in its assigned area as such
term  is defined in each License Agreement ("Local Advertising").
Master   Licensee  shall  submit  to  Licensor   an   advertising
expenditure report accurately reflecting such expenditures by the
twentieth (20th) day of each month.

      9.2   Advertising Cooperatives.  Master Licensee shall have
the  right,  in its sole discretion, to designate any  geographic
area  as  a  region for purposes of establishing  an  advertising
cooperative ("Cooperative").  The members of the Cooperative  for
any such area shall consist of all System Facilities in the area.
Each  Cooperative shall be organized and governed in a  form  and
manner,  and  shall commence operation on a date,  determined  in
advance  in  writing  by  Licensor  and  Master  Licensee.   Each
Cooperative  shall  be  organized for the exclusive  purposes  of
administering  advertising  programs and  developing  promotional
materials  for  use by the members in Local Advertising.   Master
Licensee shall administer any such Cooperative as follows:

         9.2.1 Master Licensee shall not require any Licensee  to
contribute  more  than two percent (2%) of any  Licensee's  Gross
Sales  during  each month to the Cooperative unless,  subject  to
Licensor's  approval,  a  majority of  the  Licensees  which  are
members of the Cooperative agree to the payment of a larger  fee.
The  payment of any such Cooperative fee (up to two percent  (2%)
of any Licensee's monthly Gross Sales) shall be applied by Master
Licensee  to  any  Licensee's Local Advertising  requirement  set
forth in Section 9.1 hereof;

        9.2.2 Master Licensee shall submit to the Cooperative and
to  Licensor  such statements and reports as may be  required  by
Licensor  or  by  the  Cooperative.   All  contributions  to  the
Cooperative  shall be maintained and administered  in  accordance
with  the  documents governing the Cooperative.  The  Cooperative
shall  be  operated  solely as a conduit for the  collection  and
expenditure  of  the Cooperative fees for the  purposes  outlined
above; and

        9.2.3 All advertising or promotional plans or materials
shall  be used by the Cooperative or furnished to its members  in
accordance with the terms of Section 9.3 hereof.

      9.3    Advertising Standards and Approval.  All advertising
and promotion by Master Licensee in any medium shall be conducted
in  a  dignified  manner and shall conform to the  standards  and
requirements of Licensor as set forth in the Manuals or otherwise
in  writing.   If  any  advertising  and  promotional  plans  and
materials  have  not  been  prepared by  Licensor  or  previously
approved by Licensor during the twelve (12) months prior to their
proposed  use,  Master  Licensee  shall  submit  such  plans  and
materials to Licensor.  Licensor reserves the right to disapprove
the  future use of any such materials on written notice to Master
Licensee.  Master Licensee shall promptly discontinue use of  any
advertising  or  promotional plans or materials, whether  or  not
previously  approved, upon notice from Licensor.  Notwithstanding
any  other  provision of this Section 9.3, Master Licensee  shall
advise  Licensor  in writing prior to commencing any  advertising
campaigns  or  programs in any portion of  the  Territory;  shall
provide  Licensor  such information related thereto  as  Licensor
shall  reasonably  request;  and shall  obtain  Licensor's  prior
written  approval  prior  to  commencing  any  such  campaign  or
program.

      9.4    Pricing.  Each Licensee shall have the right to sell
its  products  and merchandise and offer services at  any  prices
such Licensee may determine, and shall in no way be bound by  any
price which may be recommended or suggested by Licensor.

      9.5    Electronic Advertising.  Licensor reserves the right
to require the Master Licensee to pay Licensor up to Ten Thousand
U.S.  Dollars (U.S. $10,000) for each twelve-month period  within
which  Master Licensee or any Licensee uses the internet  or  any
other form of electronic advertising in the Territory related  to
the business licensed hereunder or any System Facility.

10.  DEFAULT AND TERMINATION

      10.1  Automatic Termination Without Notice. Master Licensee
shall  be deemed to be materially in default under this Agreement
and  all  rights  granted  herein shall  automatically  terminate
without  notice to Master Licensee (1) if Master Licensee becomes
insolvent  or  makes  a general assignment  for  the  benefit  of
creditors  or  files  a voluntary petition under  any  applicable
bankruptcy  law  or admits in writing its inability  to  pay  its
debts when due; or (2) if Master Licensee is adjudicated bankrupt
or insolvent in proceedings filed against Master Licensee; or (3)
if a bill in equity or other proceeding for the appointment of  a
receiver  of  Master  Licensee  or  other  custodian  for  Master
Licensee's business or assets is filed and consented to by Master
Licensee,  or  if  a  receiver or other custodian  (permanent  or
temporary) of Master Licensee's assets or property, or  any  part
thereof, is appointed by any court of competent jurisdiction;  or
(4) if proceedings for a composition with creditors under any law
are  instituted by or against Master Licensee; or (5) if a  final
judgment against Master Licensee remains unsatisfied or of record
for  thirty  (30)  days or longer; or (6) if Master  Licensee  is
dissolved;   or  (7)  if  execution  is  levied  against   Master
Licensee's business or property; or (8) if suit to foreclose  any
lien  or  mortgage  against  the premises  or  equipment  of  any
business  operated  hereunder  is instituted  and  not  dismissed
within  thirty (30) days; or (9) if the real or personal property
of  any  business operated hereunder shall be sold after levy  by
any sheriff, marshal or constable.

      10.2  Immediate Termination Upon Notice Without Opportunity
to  Cure.  Master  Licensee shall be deemed to be  materially  in
default and Licensor may, at its option, terminate this Agreement
and  all  rights  granted  hereunder,  without  affording  Master
Licensee  any opportunity to cure the default except as  provided
below,  effective  immediately  upon  written  notice  to  Master
Licensee,  upon the occurrence of any of the following events  of
default:

         10.2.1    If  Master  Licensee fails  to  execute  each
License Agreement in accordance with Sections 1 and 4;

         10.2.2    If Master Licensee or any of its Principals is
convicted  of a serious crime, a crime involving moral  turpitude
or   any  other  crime  or  offense  that  Licensor  believes  is
reasonably  likely to have an adverse effect on the  System,  the
Marks,  the goodwill associated therewith or Licensor's interests
therein;

         10.2.3    If  a  threat or danger to public  health  or
safety results from the construction, maintenance or operation of
any System Facility developed under any License Agreement;

         10.2.4    If  Master Licensee or any of its  Principals
breach  in  any  material  respect any  of  the  representations,
warranties and covenants in Section 5;

         10.2.5    If  a transfer or an attempt to transfer  any
rights  or obligations in violation of Section 11 hereof  to  any
third  party is made without Licensor's prior written consent  or
without  offering Licensor a right of first refusal with  respect
to such transfer;

         10.2.6    If  Master Licensee or any of the  Principals
fails  to comply with the covenants in Section 12.2 or if  Master
Licensee  fails to obtain the execution of the covenants required
under  Section 12.8 within thirty (30) days following  Licensor's
request  that  Master  Licensee  obtain  the  execution  of  such
covenants;

        10.2.7     If an approved transfer upon death or permanent
disability  is  not effected within the time period  and  in  the
manner prescribed by Section 11.4;

        10.2.8     If  Master  Licensee  misuses  or  makes  any
unauthorized use of the Marks or otherwise materially impairs the
goodwill  associated therewith or with the System  or  Licensor's
rights  therein and does not cure such default within twenty-four
(24) hours following notice from Licensor;

        10.2.9     If  Master Licensee or any of  its  affiliates
fails, refuses, or neglects promptly to pay when due any monetary
obligation owing to Licensor or any of its affiliates under  this
Agreement  or any other agreement and does not cure such  default
within thirty (30) days following notice from Licensor;

         10.2.10   If  Master Licensee, or any of its Principals,
repeatedly  commits  a  material  event  of  default  under  this
Agreement,  whether  or not such defaults  are  of  the  same  or
different nature and whether or not such defaults have been cured
by Master Licensee after notice by Licensor;

          10.2.11  If   Master   Licensee   makes   a   willful
misrepresentation or fails to make a material disclosure required
by  any governmental authority regarding any matter involving  or
affecting Master Licensee's obligations under this Agreement;

         10.2.12   If  Master Licensee interferes or attempts  to
interfere  with  Licensor's  contractual  relations  with   other
licensees, clients, employees, advertising agencies or any  third
parties;

         10.2.13   If  Master Licensee interferes or attempts  to
interfere  with  Licensor's ability  or  right  to  franchise  or
license others to use and employ Licensor's Marks and System;

         10.2.14   If Master Licensee, in an unauthorized fashion,
utilizes or duplicates any aspect of Licensor's System, business,
services, programs or products;

         10.2.15   If, contrary to the terms of Section 7  hereof,
Master  Licensee or any of the Principals discloses  or  divulges
any  confidential information provided to Master Licensee or  the
Principals by Licensor; or

         10.2.16   If  Master Licensee knowingly maintains  false
books or records, or submits any false reports to Licensor.

      10.3   Termination  Upon Notice With Opportunity  to  Cure.
Except  as  provided  above in Section 10.2, if  Master  Licensee
fails to comply with any other term or condition imposed by  this
Agreement, Licensor may terminate this Agreement only  by  giving
written  notice of termination stating the nature of such default
to  Master  Licensee  at  least thirty (30)  days  prior  to  the
effective  date  of termination; provided, however,  that  Master
Licensee may avoid termination by immediately initiating a remedy
to  cure  such  default and curing it to Licensor's  satisfaction
within the thirty (30) day period and by promptly providing proof
thereof to Licensor.  If any such default is not cured within the
specified  time, this Agreement shall terminate Master Licensee's
rights  under  this Agreement without further  notice  to  Master
Licensee effective immediately upon the expiration of the  thirty
(30)   day  period.   Defaults  which  are  susceptible  of  cure
hereunder  may  include, but are not limited  to,  the  following
illustrative events:

         10.3.1   If Master Licensee fails to comply with any  of
the  requirements  imposed by this Agreement (except  for  Master
Licensee's failure to meet the Development Schedule), as  it  may
from  time  to  time be amended or reasonably be supplemented  by
Licensor,  or  fails to carry out the terms of this Agreement  in
good faith;

        10.3.2    If Master Licensee fails to fulfill promptly all
its  obligations, fails to promptly to require each  Licensee  or
Developer to fulfill all its obligations, or fails to enforce all
the  terms  and  conditions,  under each  License  Agreement  and
Development Agreement;

         10.3.3   If Master Licensee fails to maintain or observe
any of the standards, specifications or procedures prescribed  by
Licensor in this Agreement or otherwise in writing;

         10.3.4   If Master Licensee fails, refuses, or neglects
to  obtain  Licensor's  prior  written  approval  or  consent  as
required by this Agreement;

         10.3.5   If Master Licensee or any of  its  Principals
engages in any business or markets any service or product under a
name or mark which, in Licensor's opinion, is confusingly similar
to Licensor's Proprietary Marks;

         10.3.6   If Master Licensee fails to pay any obligations
to any third parties which may result in liability to Licensor;

         10.3.7   If Master Licensee fails to indemnify Licensor
as required by this Agreement;

         10.3.8   If Master Licensee fails, for a period  of  ten
(10)  calendar  days  after notification  of  non-compliance,  to
comply with any national or local law or regulation applicable to
Master  Licensee's  obligations  under  this  Agreement  or   the
operation of any System Facilities; or

         10.3.9   If Master Licensee, by act or omission, permits
a  continued violation in connection with the performance of  his
obligations  hereunder or the operation  of  any  of  the  System
Facilities  of  any  law,  ordinance, rule  or  regulation  of  a
governmental  agency in the absence of a good faith dispute  over
its application or legality and without promptly resorting to  an
appropriate   administrative  or  judicial   forum   for   relief
therefrom.

      10.4  Cross-Default.  Licensor shall have the right, at its
option,  to  terminate this Agreement immediately  on  notice  to
Master  Licensee  in  the event of a default by  Master  Licensee
under  any  other  agreement  between  Licensor  or  any  of  its
affiliates  and  Master Licensee or any of  its  affiliates,  for
which  such  agreement  has been terminated  or  for  which  such
agreement is subject to termination by its terms.

      10.5  Post-Termination.  Upon termination or expiration  of
this  Agreement, all rights granted hereunder to Master  Licensee
shall forthwith terminate, and:

         10.5.1   Upon  the  termination or expiration  of  this
Agreement,  Master Licensee shall have no right to enter  into  a
License  Agreement for any System Facility for  which  a  License
Agreement  has  not  been  executed  by  Master  Licensee  and  a
Licensee,  and  been  delivered  to  Licensor  at  the  time   of
termination or expiration.

         10.5.2   Master   Licensee  shall   immediately   and
permanently   cease  to  use,  in  any  manner  whatsoever,   any
confidential   methods,   computer  software,   procedures,   and
techniques associated with the System; the mark "Ecomat"; and all
other  Marks and distinctive forms, slogans, signs, symbols,  and
devices  associated  with  the  System.   In  particular,  Master
Licensee  shall  cease  to use, without  limitation,  all  signs,
advertising materials, displays, stationery, forms, and any other
articles which display the Marks.

         10.5.3   Master Licensee shall take such action as may be
necessary  to  cancel any assumed name or equivalent registration
which  contains  the mark "Ecomat" or any other service  mark  or
trademark of Licensor, and Master Licensee shall furnish Licensor
with  evidence satisfactory to Licensor of compliance  with  this
obligation  within five (5) days after termination or  expiration
of this Agreement.

          10.5.4  Master  Licensee  agrees,  in  the  event  it
continues to operate or subsequently begins to operate any  other
business,  not  to  use  any reproduction, counterfeit,  copy  or
colorable imitation of the Marks, either in connection with  such
other business or the promotion thereof, which is likely to cause
confusion,  mistake, or deception, or which is likely  to  dilute
Licensor's rights in and to the Marks, and further agrees not  to
utilize   any   designation   of   origin   or   description   or
representation   which   falsely  suggests   or   represents   an
association  or  connection  with  Licensor  constituting  unfair
competition.

          10.5.5  Master  Licensee  and  its  Principals  shall
promptly pay all sums owing to Licensor and its affiliates.  Such
sums  shall  include  all damages, costs and expenses,  including
reasonable attorneys' fees, incurred by Licensor as a  result  of
any  default by Master Licensee, which obligation shall give rise
to  and  remain, until paid in full, a lien in favor of  Licensor
against  any  and  all  of  the personal  property,  furnishings,
equipment,  signs,  fixtures,  and  inventory  owned  by   Master
Licensee.

          10.5.6  Master Licensee shall immediately transfer  to
Licensor  all  Master Licensee's rights and  obligations  in  all
License Agreements and Development Agreements, and shall execute,
and,  upon  Licensor's request, require any Licensee or Developer
to  execute,  all documents reasonably required  by  Licensor  in
connection with such transfer in a form satisfactory to Licensor.

          10.5.7  Master Licensee and its Principals shall pay to
Licensor  all  damages, costs and expenses, including  reasonable
attorneys'   fees,  incurred  by  Licensor  in  connection   with
obtaining  any remedy available to Licensor for any violation  of
this  Agreement and, subsequent to the termination or  expiration
of  this  Agreement, in obtaining injunctive or other relief  for
the enforcement of any provisions under this Agreement.

         10.5.8   Master Licensee shall immediately  deliver  to
Licensor all Manuals,   records,    files,    instructions,
correspondence,  any computer hardware and software  licensed  by
Licensor, all materials related to operating any System Facility,
including, without limitation, agreements, invoices, and any  and
all  other materials relating to the operation of such facilities
in  Master  Licensee's  possession or  control,  and  all  copies
thereof   (all  of  which  are  acknowledged  to  be   Licensor's
property),  and  shall retain no copy or record  of  any  of  the
foregoing, except Master Licensee's copy of this Agreement and of
any  correspondence between the parties and any  other  documents
which  Master Licensee reasonably needs for compliance  with  any
provision of law.

         10.5.9   Master Licensee and its Principals shall comply
with  the  restrictions on confidential information contained  in
Section  7 of this Agreement and shall also comply with the  non-
competition covenants contained in Section 12.  Any other  person
required  to  execute similar covenants pursuant to Section  12.8
shall also comply with such covenants.

         10.5.10  Master Licensee shall also immediately  furnish
Licensor  an itemized list of all advertising and sales promotion
materials  bearing  the  Marks or any of  Licensor's  distinctive
markings,  designs,  labels, or other  marks  thereon.   Licensor
shall  have the right to inspect these materials.  Licensor shall
have  the option, exercisable within thirty (30) days after  such
inspection,  to  purchase any or all of the materials  at  Master
Licensee's cost.  Materials not purchased by Licensor  shall  not
be utilized by Master Licensee or any other party for any purpose
unless authorized in writing by Licensor.

      10.6   Licensor's  Rights.   If  Licensor  terminates  this
Agreement in accordance with this Section 10, Licensor  shall  be
entitled to establish, and to license others to establish, System
Facilities in the Territory, except as may be otherwise  provided
under any License Agreement which is then in effect.

      10.7   No Waiver. Licensor's exercise of any of its  rights
hereunder  shall  not,  in the event of a default,  constitute  a
waiver  by  Licensor  to exercise its option  to  terminate  this
Agreement  at  any  time with respect to a  subsequent  event  of
default of a similar or different nature.

      10.8   No Exclusion. No right or remedy herein conferred upon
or reserved to Licensor is exclusive of any other right or remedy
provided or permitted by law or in equity.
11.  TRANSFER OF INTEREST

      11.1 Transfer by Licensor. Licensor shall have the right to
transfer  or  assign this Agreement and all or any  part  of  its
rights  or  obligations  herein to any person  or  legal  entity;
provided, however, that Licensor make such transfer or assignment
only  if  Licensor reasonably believes that such person or  legal
entity  is  capable of performing the rights and  obligations  of
Licensor   transferred   or  assigned   under   this   Agreement.
Specifically,  and  without limitation of the  foregoing,  Master
Licensee  agrees that Licensor may sell its assets, the Marks  or
the  System to a third party; may offer its securities  privately
or  publicly;  may  merge,  acquire  other  corporations,  or  be
acquired  by  another corporation; may undertake  a  refinancing,
recapitalization, leveraged buyout or other economic or financial
restructuring; and, with regard to any or all of the above sales,
assignments  and  dispositions,  Master  Licensee  expressly  and
specifically  waives  any  claims,  demands  or  damages  against
Licensor arising from or related to the transfer of the Marks (or
any  variation thereof) or the System from Licensor to any  other
party.    Nothing  contained  in  this  Agreement  shall  require
Licensor to remain in the business of operating or licensing  the
operation  of System Facilities or other facilities or  to  offer
any  services or products, whether or not bearing the  Marks,  to
Master   Licensee,  if  Licensor  assigns  its  rights  in   this
Agreement.

     11.2  Transfer by Master Licensee.

         11.2.1   Master Licensee and its Principals  understand
and  acknowledge  that the rights and duties set  forth  in  this
Agreement  are personal to Master Licensee and that Licensor  has
granted  such rights in reliance on the business skill, financial
capacity  and  personal  character of  Master  Licensee  and  its
Principals.   Accordingly,  neither  Master  Licensee   nor   any
Principal, nor any successor or assign of Master Licensee or  any
Principal,  shall  sell,  assign, transfer,  convey,  give  away,
pledge,  mortgage or otherwise dispose of or encumber any  direct
or  indirect  interest in this Agreement, in Master Licensee,  or
any  interest  of  Master Licensee in any License  Agreement,  or
permit  any transfer under any License Agreement by any  Licensee
or person with an interest in Licensee, without the prior written
consent  of  Licensor.  Any purported assignment or transfer,  by
operation  of  law  or  otherwise,  made  in  violation  of  this
Agreement shall be null and void and shall constitute a  material
event of default under this Agreement.

         11.2.2   If Master Licensee wishes to transfer any  such
interest   described  in  Section  11.2.1  requiring   Licensor's
consent, Master Licensee and the proposed transferee shall  apply
to  Licensor  for  its consent.  Licensor shall not  unreasonably
withhold  its  consent  to  any  such  transfer.   Licensor  may,
however,  in  its  sole discretion, require any  or  all  of  the
following as conditions of its approval to any such transfer:

            11.2.2.1  All  the  accrued monetary  obligations  of
Master  Licensee  and  its affiliates and all  other  outstanding
obligations  to  Licensor and its affiliates arising  under  this
Agreement or any other agreement shall have been satisfied  in  a
timely manner and Master Licensee shall have satisfied all  trade
accounts and other debts, of whatever nature or kind, in a timely
manner;

            11.2.2.2  Master Licensee and its affiliates shall not
be  in  default of any provision of this Agreement, any amendment
hereof or successor hereto, or any other agreement between Master
Licensee  or  any of its affiliates and Licensor or  any  of  its
affiliates,  and  Master  Licensee shall have  substantially  and
timely  complied  with  all  the terms  and  conditions  of  such
agreements during the terms thereof;

             11.2.2.3 The  transferor  and  its  principals,  as
applicable,  shall  have executed a general release,  in  a  form
satisfactory  to  Licensor,  of  any  and  all  claims,   against
Licensor, its affiliates, and the respective officers, directors,
shareholders,  partners,  agents,  representatives,   independent
contractors,  servants and employees of each of  them,  in  their
corporate   and   individual   capacities,   including,   without
limitation,  claims arising under this Agreement, and  any  other
agreement  between Master Licensee and Licensor  or  any  of  its
affiliates or under national or local laws, rules, regulations or
orders;

             11.2.2.4 The transferee  shall  demonstrate   to
Licensor's  satisfaction  that  transferee  meets  the   criteria
considered  by  Licensor  when  reviewing  a  prospective  Master
Licensee's application for master license rights, including,  but
not  limited to, Licensor's educational, managerial and  business
standards, transferee's good moral character, business reputation
and  credit rating, transferee's aptitude and ability to  conduct
the business contemplated hereunder (as may be evidenced by prior
related business experience or otherwise), transferee's financial
resources  and  capital  for operation of the  business  licensed
hereunder;

             11.2.2.5 The transferee shall enter into  a  written
agreement,  in  a form satisfactory to Licensor,  assuming  full,
unconditional, joint and several, liability for and  agreeing  to
perform from the date of the transfer, all obligations, covenants
and   agreements  contained  in  this  Agreement;  and  such   of
transferee's  principals as Licensor may designate shall  execute
such  agreement  as  transferee's Principals  and  guarantee  the
performance of all such obligations, covenants and agreements;

             11.2.2.6 The transferee shall execute  the  standard
form  master license agreement then being offered to  new  System
master licensees or a revised form of this Agreement, as Licensor
deems  appropriate,  and  such  other  ancillary  agreements   as
Licensor may require, all of which shall be adapted for use under
Malaysian  law  and in accordance with this Agreement  and  which
agreements  shall  supersede  this Agreement  and  its  ancillary
documents  in all respects and the terms of which agreements  may
differ  from  the  terms  of  this Agreement,  (except  that  the
Development  Schedule  shall  remain  the  same),  and  such   of
transferee's  principals as Licensor may designate as  Principals
shall  execute  such  agreements as transferee's  Principals  and
guarantee the performance of all such obligations, covenants  and
agreements;

            11.2.2.7 The transferor shall remain liable for all of
the  obligations  to Licensor in connection with  this  Agreement
incurred  prior to the effective date of the transfer  and  shall
execute  any and all instruments reasonably requested by Licensor
to evidence such liability;

            11.2.2.8 Master  Licensee shall pay  to  Licensor  a
transfer  fee  of   Five Thousand U.S. Dollars (U.S.  $5,000)  to
reimburse   Licensor  for  its  reasonable  costs  and   expenses
associated with reviewing the application to transfer, including,
without limitation, legal and accounting fees;

            11.2.2.9 The transferee shall make and will be  bound
by  any  or  all of the representations, warranties and covenants
set  forth  at Section 5 as Licensor requests.  Transferee  shall
provide  to Licensor evidence satisfactory to Licensor  that  the
terms  of  such Section 5 have been satisfied and  are  true  and
correct on the date of transfer;

           11.2.2.10 The transferor shall furnish to Licensor a
copy of the executed contract of assignment; and

           11.2.2.11 The transferor shall remain liable for all
the  obligations  to Licensor arising out of or related  to  this
Agreement  prior  to  the  effective  date  of  the  transfer  or
assignment,   and   shall  execute  all  instruments   reasonably
requested by Licensor to evidence such liability.

         11.2.3   Master Licensee acknowledges and  agrees  that
each  condition which must be met by the transferee is reasonable
and necessary to assure such transferee's full performance of the
obligations hereunder.

         11.2.4   Master Licensee agrees to defend at its own cost
and  to  indemnify  and  hold harmless  Licensor,  its  corporate
parent,    and    the   subsidiaries,   affiliates,    designees,
shareholders, directors, officers, employees and agents of either
entity,  from  and  against any and all losses,  costs,  expenses
(including  attorneys' and experts' fees), court  costs,  claims,
demands,  damages, liabilities, however caused  (whether  or  not
such  losses,  costs,  expenses, court  costs,  claims,  demands,
damages  or  liabilities  are reduced to prejudgment),  resulting
directly  or  indirectly from or pertaining  to  any  statements,
representations  or  warranties  that  may  be  given  by  Master
Licensee  or  any  of  the Master Licensee's  Principals  to  any
proposed assignee of the license.

     11.3  Right of First Refusal.

         11.3.1   If Master Licensee wishes to transfer  all  or
part of its interest in this Agreement or if Master Licensee or a
Principals  wishes to transfer any ownership interest  in  Master
Licensee, pursuant to any bona fide offer received from  a  third
party  to purchase such interest, then such proposed seller shall
promptly notify Licensor in writing of each such offer, and shall
provide such information and documentation relating to the  offer
as  Licensor  may  require.  Licensor shall have  the  right  and
option, exercisable within thirty (30) days after receipt of such
written  notification, to send written notice to  the  transferor
that  Licensor intends to purchase the transferor's  interest  on
the same terms and conditions offered by the third party.  In the
event that Licensor elects to purchase the transferor's interest,
closing  on such purchase must occur within sixty (60) days  from
the  date of notice to the transferor of the election to purchase
by  Licensor,  or  such  other date the  parties  agree  upon  in
writing.  Any material change in the terms of any offer prior  to
closing shall constitute a new offer subject to the same right of
first  refusal  by Licensor as in the case of an  initial  offer.
Failure  of  Licensor  to exercise the option  afforded  by  this
Section  11.3.1  shall  not constitute  a  waiver  of  any  other
provision of this Agreement, including all of the requirements of
this Section 11 relating to a proposed transfer.

         11.3.2   In  the  event an offer  from  a  third  party
provides for payment of consideration other than cash or involves
certain  intangible benefits, Licensor may elect to purchase  the
interest  proposed to be sold for the reasonable cash equivalent.
If  the  parties  cannot agree within a reasonable  time  on  the
reasonable  cash equivalent of the non-cash part  of  the  offer,
then  such amount shall be determined by two (2) appraisers, with
each  party selecting one (1) appraiser, and the average of their
determinations shall be final and binding.  In the event of  such
appraisal,  each party shall bear its own legal and  other  costs
and  shall split the appraisal fees.  In the event that  Licensor
exercises  its right of first refusal herein provided,  it  shall
have  the right to set off against any payment therefor  (i)  all
fees  for any such independent appraiser due from Master Licensee
hereunder  and  (ii)  all  amounts due from  Master  Licensee  to
Licensor or any of its affiliates.

         11.3.3  Failure to comply with the provisions of  this
Section  11.3  prior  to the transfer of any interest  in  Master
Licensee  or in this Agreement shall constitute a material  event
of default under this Agreement.

     11.4  Transfer Upon Death or Incapacity.

         11.4.1  Upon the death of any Principal who is a natural
person  and  who  has  an  interest   in  Master  Licensee   (the
"Deceased"),  the  executor,  administrator  or  other   personal
representative of the Deceased shall transfer such interest to  a
third  party in accordance with the conditions described in  this
Section  11.4 within twelve (12) months after the death.   If  no
personal representative is designated or appointed or no  probate
proceedings  are  instituted with respect to the  estate  of  the
Deceased, then the distributee of such interest must be  approved
by  Licensor.   If the distributee is not approved  by  Licensor,
then  the  distributee shall transfer such interest  to  a  third
party  approved by Licensor within twelve (12) months  after  the
death of the Deceased.

         11.4.2  Upon the permanent disability of any Principal
who  is  a  natural  person and who has  an  interest  in  Master
Licensee,  Licensor  may,  in its sole discretion,  require  such
interest  to  be transferred to a third party in accordance  with
the  conditions described in this Section 11.4.2 within  six  (6)
months  after notice to Master Licensee.  "Permanent  disability"
shall  mean any physical, emotional or mental injury, illness  or
incapacity  which  would  prevent a person  from  performing  the
obligations  set forth in this Agreement or in the guaranty  made
part  of this Agreement for at least ninety (90) consecutive days
and  from  which condition recovery within ninety (90) days  from
the  date  of determination of disability is unlikely.  Permanent
disability shall be determined upon examination of the person  by
a  licensed practicing physician selected by Licensor; or if  the
person  refuses  to submit to an examination,  then  such  person
shall be automatically deemed permanently disabled as of the date
of  such  refusal  for the purpose of this Section  11.4.2.   The
costs  of any examination required by this Section shall be  paid
by Licensor.

         11.4.3  Upon the death or claim of permanent disability
of  Master  Licensee  or any Principals,  Master  Licensee  or  a
representative of Master Licensee, must promptly notify  Licensor
of  such  death or claim of permanent disability.   Any  transfer
upon  death or permanent disability shall be subject to the  same
terms  and  conditions as described in this Section  11  for  any
inter  vivos  transfer.  If an interest is not  transferred  upon
death  or permanent disability as required in this Section  11.4,
then  such  failure shall constitute a material event of  default
under this Agreement.

      11.5   No Waiver.  Licensor's consent to a transfer of  any
interest  described herein shall not constitute a waiver  of  any
claims  which  Licensor may have against the transferring  party,
nor  shall  it be deemed a waiver of Licensor's right  to  demand
exact  compliance with any of the terms of this Agreement by  the
transferee.

      11.6   Public  Offerings.   Securities  of  or  partnership
interests  in  Master Licensee may be offered to the  public,  by
private  offering  or  otherwise, only  with  the  prior  written
consent  of  Licensor  which consent shall  not  be  unreasonably
withheld.  All materials required for such offering by applicable
law  shall  be  submitted to Licensor for  a  limited  review  as
discussed  below  prior  to  being filed  with  any  governmental
agency; and any materials to be used in any exempt offering shall
be  submitted to Licensor for such review prior to their use.  No
offering  by Master Licensee shall imply (by use of the Marks  or
otherwise)  that  Licensor is participating in  an  underwriting,
issuance   or   offering  of  Master  Licensee's  or   Licensor's
securities  or  the securities of any affiliate of Licensor;  and
Licensor's  review  of any offering materials  shall  be  limited
solely to the subject of the relationship between Master Licensee
and  Licensor and its affiliates.  Licensor may, at  its  option,
require Master Licensee's offering materials to contain a written
statement  prescribed  by  Licensor  concerning  the  limitations
described  in  the  preceding  sentence.   Master  Licensee,  its
Principals and the other participants in the offering must  fully
indemnify Licensor and its affiliates, their respective partners,
and  the  officers,  directors, shareholders,  partners,  agents,
representatives, independent contractors, servants and  employees
of  each  of  them,  in connection with the offering.   For  each
proposed  offering,  Master Licensee  shall  pay  to  Licensor  a
nonrefundable fee of Five Thousand U.S. Dollars (U.S. $5,000), or
such greater amount as is necessary to reimburse Licensor for its
reasonable  costs  and  expenses associated  with  reviewing  the
proposed offering materials, including, without limitation, legal
and accounting fees.  Master Licensee shall give Licensor written
notice   at  least  thirty  (30)  days  prior  to  the  date   of
commencement of any offering or other transaction covered by this
Section.

      11.7   No Encumbrance.  Master Licensee shall not have  the
right  to  pledge,  encumber, hypothecate or otherwise  give  any
third  party  a security interest in this Agreement, the  license
conveyed  hereunder  or  the  licensed  Business  in  any  manner
whatsoever  without  the  prior written permission  of  Licensor,
which  permission  may be withheld for any reason  whatsoever  in
Licensor's sole subjective judgment.

12.  COVENANTS

      12.1  Management and Operation of Development  Activities.
Master Licensee and its Principals covenant that during the  term
of  this  Agreement, except as otherwise approved in  writing  by
Licensor,  Master Licensee and the Principals shall  devote  full
energy  and best efforts to the management and operation  of  the
development activities contemplated under this Agreement.

      12.2  In-Term Covenant Against Competition. Master Licensee
and  the  Principals specifically acknowledge that,  pursuant  to
this  Agreement, Master Licensee has the right and the obligation
to  develop the Territory for the benefit of the System  and,  in
connection  therewith, that Master Licensee  and  the  Principals
will  receive  valuable training, trade secrets and  confidential
information which are beyond the present skills and experience of
Master Licensee and the Principals and Master Licensee's managers
and  employees.   Master Licensee and the Principals  acknowledge
that  such  specialized training, trade secrets and  confidential
information provide a competitive advantage and will be  valuable
to them in the development and operation of the System Facilities
and  that  gaining  access  to such specialized  training,  trade
secrets  and  confidential information is, therefore,  a  primary
reason  for  entering into this Agreement.  In consideration  for
such    specialized   training,   trade   secrets,   confidential
information  and  rights,  Master  Licensee  and  the  Principals
covenant that with respect to Master Licensee, during the term of
this Agreement (or with respect to each of the Principals, during
the  term  of  this Agreement for so long as such  individual  or
entity  satisfies the definition of "Principals"  as  defined  in
Section  17.5 of this Agreement) except pursuant to valid License
Agreements  with  Master  Licensee or as  otherwise  approved  in
writing  by  Licensor, neither Master Licensee  nor  any  of  the
Principals  shall, either directly or indirectly, for  themselves
or  through,  on behalf of or in conjunction with any  person(s),
partnership or corporation:

         12.2.1  Divert, or attempt to divert, any business  or
customer  of  the business described hereunder to any competitor,
by  direct or indirect inducement or otherwise, or do or perform,
directly or indirectly, any other act injurious or prejudicial to
the goodwill associated with the Marks and the System.

         12.2.2  Employ, or seek to employ, any person who is  at
that  time  or was within the preceding one hundred twenty  (120)
days  employed  by  Licensor or by any other Licensee  or  Master
Licensee of Licensor, or otherwise directly or indirectly  induce
such  person to leave that person's employment, except as may  be
permitted  under any existing master license agreement, operating
agreement,  or  license  agreement between  Licensor  and  Master
Licensee.

         12.2.3  Own, maintain, operate, engage in or have  any
financial  or beneficial interest in (including any  interest  in
corporations,  partnerships, trusts, unincorporated  associations
or joint ventures), advise, assist or make loans to, any business
located  within  the  Territory, or any other country,  province,
state  or  geographic  area in which Licensor  has  used,  sought
registration  of  or  registered the same  or  similar  Marks  or
operates or licenses others to operate a business under the  same
or  similar  Marks, which business is of a character and  concept
similar  to  the System Facilities, including any business  which
operates  or  franchises  laundromats or cleaning  establishments
that  provide  self-service,  drop-off  or  pickup  and  delivery
laundry  services  or  drop-off or pickup and  delivery  cleaning
services  for  garments and other fabrics, whether such  business
utilizes environmentally sound laundry or cleaning techniques  or
traditional laundry or dry-cleaning techniques.

      12.3   Post-Term Covenant Against Competition. With respect
to  Master  Licensee,  and for a continuous uninterrupted  period
commencing upon the expiration, termination, or transfer  of  all
of Master Licensee's interest in, this Agreement (or with respect
to  each  of  the  Principals, commencing upon  the  earlier  of:
(i)  the  expiration, termination, or transfer of all  of  Master
Licensee's  interest  in this Agreement or  (ii)  the  time  such
individual  or  entity  ceases  to  satisfy  the  definition   of
"Principals" as described in Section 17.5 of this Agreement), and
continuing for two (2) years thereafter, except pursuant to valid
License  Agreements with Master Licensee or as otherwise approved
in  writing by Licensor, neither Master Licensee nor any  of  the
Principals  shall,  directly  or indirectly,  for  themselves  or
through, on behalf of or in conjunction with any person, persons,
partnership or corporation:

         12.3.1  Divert, or attempt to divert, any  business  or
customer  of  the business described hereunder to any competitor,
by  direct or indirect inducement or otherwise, or do or perform,
directly or indirectly, any other act injurious or prejudicial to
the goodwill associated with Licensor's Marks and the System.

         12.3.2  Employ, or seek to employ, any person who is  at
that  time  or was within the preceding one hundred twenty  (120)
days  employed  by  Licensor or by any other Licensee  or  Master
Licensee of Licensor, or otherwise directly or indirectly  induce
such  person to leave that person's employment, except as may  be
permitted  under any existing master license agreement, operating
agreement,  or  license  agreement between  Licensor  and  Master
Licensee.

         12.3.3  Own, maintain, operate, engage in or  have  any
financial  or beneficial interest in (including any  interest  in
corporations,  partnerships, trusts, unincorporated  associations
or joint ventures), advise, assist or make loans to, any business
that  is  of  a  character  and concept  similar  to  the  System
Facilities,  including any business which operates or  franchises
laundromats or cleaning establishments that provide self-service,
drop-off  or pickup and delivery laundry services or drop-off  or
pickup  and  delivery cleaning services for  garments  and  other
fabrics,  whether  such  business utilizes environmentally  sound
laundry  or  cleaning techniques or traditional laundry  or  dry-
cleaning  techniques, as of the earlier of:  (i) the  expiration,
termination or the transfer of all of Master Licensee's  interest
in,  this  Agreement; or (ii) the time such Principals ceases  to
satisfy  the  definition of a Principals,  as  applicable,  which
business is, or is intended to be, located within:

           12.3.3.1 the Territory; or

           12.3.3.2 a three (3)-mile radius of any System Facility in
           existence or under construction.

       12.4   Competitive  Business.   Master  Licensee  and  the
Principals  are prohibited from engaging in any such  competitive
business  described  in  Sections 12.2  and  12.3  hereof,  as  a
proprietor,  partner, investor, shareholder,  director,  officer,
employee,  principal, agent, adviser, or consultant thereof.   It
is  the  intention of this provision to preclude not only  direct
competition but also all forms of indirect competition,  such  as
consultation   for   competitive  businesses,   service   as   an
independent  contractor for such competitive businesses,  or  any
assistance or transmission of information of any kind  or  nature
whatsoever  which  would  be  of any  material  assistance  to  a
competitor.  Nothing herein shall prevent Master Licensee or  the
Principals from owning for investment purposes up to an aggregate
of five (5%) percent of the capital stock of any such competitive
business,  provided  that  said  business  is  a  publicly   held
corporation, and provided that Master Licensee does  not  control
any such company.  A "publicly held corporation" for purposes  of
this  Agreement  shall mean any corporation which has  securities
registered  with any national or regional securities exchange  or
traded   through  or  on  any  national  or  regional  securities
association in the Territory.

         It is the intention of this provision that any person or
entity  having any legal or beneficial interest in  or  traceable
to, down or through Master Licensee or the Principals be bound by
the provisions of the covenants in Sections 12.2 and 12.3 hereof,
including    (without    limitation)   the    spouse,    brother,
brother-in-law,  sister, sister-in-law, parents,  parents-in-law,
child, son-in-law or daughter-in-law of Master Licensee or any of
the  Principals; any direct or indirect beneficiary; any  partner
(general  or limited) or proprietor of Master Licensee; and,  any
other  such  related  person or entity, regardless  of  how  many
levels or tiers there may be between any such described person or
entity and Master Licensee.

      12.5   Lesser Included Covenants Enforceable  at  Law.  The
parties   acknowledge  and  agree  that  each  of  the  covenants
contained   herein  are  reasonable  limitations  as   to   time,
geographical area, and scope of activity to be restrained and  do
not  impose a greater restraint than is necessary to protect  the
goodwill  or  other business interests of Licensor.  The  parties
agree  that  each of the covenants herein shall be  construed  as
independent of any other covenant or provision of this Agreement.
If  all  or any portion of a covenant in this Section 12 is  held
unreasonable  or unenforceable by a court or agency having  valid
jurisdiction in an unappealed final decision to which Licensor is
a party, Master Licensee and the Principals expressly agree to be
bound  by any lesser covenant subsumed within the terms  of  such
covenant  that imposes the maximum duty permitted by law,  as  if
the  resulting covenant were separately stated in and made a part
of this Section 12.

      12.6  Reduction of Scope by Licensor. Master Licensee  and
the  Principals  understand and acknowledge that  Licensor  shall
have  the  right, in its sole discretion, to reduce the scope  of
any  covenant set forth in Sections 12.2, 12.3, and 12.4  hereof,
or   any   portion  thereof,  without  their  consent,  effective
immediately  upon notice to Master Licensee; and Master  Licensee
and  the  Principals agree that they shall comply forthwith  with
any  covenant  as  so modified, which shall be fully  enforceable
notwithstanding the provisions of Section 18.1.

      12.7  Claims no Defense; Costs and Expenses of Enforcement.
Master  Licensee  and  the Principals expressly  agree  that  the
existence  of any claims they may have against Licensor,  whether
or  not  arising  from  this Agreement, shall  not  constitute  a
defense  to the enforcement by Licensor of the covenants in  this
Section.   Master Licensee and the Principals agree  to  pay  all
costs   and  expenses  (including  reasonable  attorneys'   fees)
incurred by Licensor in connection with the enforcement  of  this
Section 12.

      12.8   Execution of Similar Covenants. At Licensor's request,
Master  Licensee  shall  require  and  obtain  the  execution  of
covenants similar to those set forth in Sections 12.2, 12.3,  and
12.4  (including covenants applicable upon the termination  of  a
person's  employment with Master Licensee) from any personnel  of
Master  Licensee  who  have  received  or  will  have  access  to
confidential   information  or  training  from  Licensor.    Such
covenants  shall  be  substantially in  the  form  set  forth  in
Exhibit  G. Notwithstanding the foregoing, Licensor reserves  the
right, in its sole discretion, to decrease the period of time  or
geographic  scope  of the noncompetition covenant  set  forth  in
Exhibit  G  or eliminate such noncompetition covenant  altogether
for  any  party that is required to execute such agreement  under
this Section 12.8.

      12.9  Enforcement of Covenants. Master  Licensee  and  the
Principals  acknowledge  that any  failure  to  comply  with  the
requirements of this Section shall constitute a material event of
default under this Agreement.  Master Licensee and the Principals
acknowledge  that  a violation of this Section  would  result  in
irreparable  injury to Licensor for which no adequate  remedy  at
law  may  be  available, and Master Licensee and  the  Principals
accordingly  consent to the issuance of an injunction prohibiting
any conduct by Master Licensee or the Principals in violation  of
the  terms  of this Section.  Master Licensee and the  Principals
agree  to  pay  all  court costs and reasonable  attorneys'  fees
incurred by Licensor in connection with the enforcement  of  this
Section,  including  payment  of  all  costs  and  expenses   for
obtaining  specific performance, injunctive relief or  any  other
remedy   available   to  Licensor  for  any  violation   of   the
requirements of this Section.

     12.10 In the event of any violation of Section 7.2 hereof or
this  Section 12, or of any agreement described in such sections,
the  parties hereto agree that Licensor will be damaged and that,
at the time of execution of this Agreement, damages are difficult
to  estimate.   Accordingly, Licensor and Master  Licensee  agree
that  in the event that Master Licensee violates Section  7.2  or
this  Section 12 hereof, or any of Master Licensee's  or  any  of
Licensee's employees, officers, directors, or managers  who  have
executed Confidentiality Agreement and Ancillary Covenants Not to
Compete, violate any such agreement, or any Licensee or Developer
violates  a  comparable provision in a License Agreement,  Master
Licensee shall pay Fifty Thousand U.S. dollars (U.S. $50,000)  to
Licensor  as liquidated damages, and not as a penalty,  for  such
breach.    Nothing  herein  shall  bar  Licensor  from  obtaining
injunctive  relief  or such additional damages  as  Licensor  may
demonstrate it is entitled.

13.  INDEPENDENT CONTRACTOR; INDEMNIFICATION; THIRD PARTY RIGHTS

      13.1   Relationship of the Parties. The parties acknowledge
and  agree  that  this  Agreement does  not  create  a  fiduciary
relationship  between  them, that Master  Licensee  shall  be  an
independent  contractor and that nothing  in  this  Agreement  is
intended   to   constitute   either   party   an   agent,   legal
representative,  subsidiary, joint venturer,  partner,  employee,
joint employer or servant of the other for any purpose.

      13.2   Notice to Public. During the term of this Agreement,
Master  Licensee  shall  hold itself out  to  the  public  as  an
independent  contractor  conducting its  operations  pursuant  to
master  license  rights  and  obligations  granted  by  Licensor.
Master  Licensee agrees to take such action as shall be necessary
to  that end, including, without limitation, exhibiting a  notice
of  that  fact in a conspicuous place at the premises  of  Master
Licensee's  licensed  business, the content  and  form  of  which
Licensor reserves the right to specify in writing.

      13.3   No  Ability to Bind or Impose Liability on Licensor.
Master  Licensee  understands and agrees  that  nothing  in  this
Agreement authorizes Master Licensee or any of the Principals  to
make  any  contract,  agreement, warranty  or  representation  on
Licensor's  behalf, or to incur any debt or other  obligation  in
Licensor's  name  and  that Licensor shall  in  no  event  assume
liability  for,  or be deemed liable under this  Agreement  as  a
result  of, any such action, or for any act or omission of Master
Licensee  or  any  of  the Principals or any  claim  or  judgment
arising therefrom.

     13.4  Indemnification.

         13.4.1    Master  Licensee and each  of  the  Principals
shall,  at all times, indemnify and hold harmless to the  fullest
extent permitted by law Licensor, its affiliates, successors  and
assigns,  and  the respective officers, directors,  shareholders,
partners,   agents,  representatives,  independent   contractors,
independent contractors, servants and employees of each  of  them
("Indemnitees")  from all "losses and expenses"  (as  defined  in
this  Section 13.4 below) incurred in connection with any action,
suit, proceeding, claim, demand, investigation or inquiry (formal
or  informal), or any settlement thereof (whether or not a formal
proceeding or action has been instituted) which arises out of  or
is based upon any of the following:

            13.4.1.1  The infringement, alleged infringement,  or
any other violation or alleged violation by Master Licensee or an
Licensee  or  any  of  their  Principals  of  any  patent,  mark,
copyright or other proprietary right owned or controlled by third
parties  (except as such may occur with respect to any  right  to
use  the  Marks, any copyrights or other proprietary  information
granted  to  Master Licensee or a Licensee hereunder or  under  a
License Agreement);

            13.4.1.2 The violation, breach or asserted violation
or  breach  by  Master  Licensee,  any  of  its  Principals,  any
Licensee,  or any principals of any Licensee of any  national  or
local  law,  regulation, ruling, standard or  directive,  or  any
industry standard;

            13.4.1.3 Libel, slander or any other form of  defama
tion  of Licensor, the System, or any Master Licensee or Licensee
operating  under  the  System, by Master  Licensee,  any  of  its
Principals, any Licensee, or any principals of any Licensee;

            13.4.1.4 The violation or breach by Master Licensee,
any  of  the  Principals,  any Licensee,  or  any  principals  of
Licensee,   of   any  warranty,  representation,   agreement   or
obligation in this Agreement or in any License Agreement or other
agreement  between Master Licensee or any of its  affiliates  and
Licensor  or  any of its affiliates, or the respective  officers,
directors,   shareholders,  partners,  agents,   representatives,
independent contractors, servants and employees of any  of  them;
and

            13.4.1.5 Acts, errors or omissions of Master Licensee
or  any  Licensee,  any of Master Licensee's  or  any  Licensee's
affiliates,  any  of the Principals and the officers,  directors,
shareholders,  partners,  agents,  representatives,   independent
contractors, servants and employees of each of them in connection
with  the  performance of the activities contemplated under  this
Agreement  or  the  establishment and  operation  of  any  System
Facility pursuant to a License Agreement.

        13.4.2   Master Licensee and each of the Principals agree
to  give  Licensor  immediate notice of any  such  action,  suit,
proceeding,  claim,  demand, inquiry or  investigation.   At  the
expense  and  risk of Master Licensee and each of the Principals,
Licensor  may  elect  to  assume (but under  no  circumstance  is
obligated  to  undertake), associate counsel of its own  choosing
with  respect  to,  the  defense and/or settlement  of  any  such
action,  suit,  proceeding,  claim, demand,  inquiry  or  investi
gation.   Such an undertaking by Licensor shall, in no manner  or
form, diminish the obligation of Master Licensee and each of  the
Principals  to  indemnify  the  Indemnitees  and  to  hold   them
harmless.

        13.4.3   In order to protect persons or property or  its
reputation or goodwill, or the reputation or goodwill of  others,
Licensor  may,  at any time and without notice,  as  it,  in  its
judgment  deems  appropriate, consent or agree to settlements  or
take  such other remedial or corrective action as it deems expedi
ent  with respect to the action, suit, proceeding, claim, demand,
inquiry  or investigation if, in Licensor's sole judgment,  there
are reasonable grounds to believe that:

            13.4.3.1  any of the acts or circumstances enumerated
in Section 13.4.3 above has occurred; or

            13.4.3.2  any act, error or omission as described  in
Section  13.4.3  may  result directly or  indirectly  in  damage,
injury or harm to any person or any property.

            13.4.3.3 All losses and expenses incurred under  this
Section 13 shall be chargeable to and paid by Master Licensee  or
any  of  the Principals pursuant to its obligations of  indemnity
under this Section, regardless of any action, activity or defense
undertaken  by Licensor or the subsequent success or  failure  of
such action, activity or defense.

            13.4.3.4  As  used  in this Section  13,  the  phrase
"losses  and  expenses"  shall include, without  limitation,  all
losses,  compensatory,  exemplary  or  punitive  damages,  fines,
charges, costs, expenses, lost profits, legal fees, court  costs,
settlement  amounts,  judgments,  compensation  for  damages   to
Licensor's  reputation and goodwill, costs of or  resulting  from
delays,  financing,  costs  of  advertising  material  and  media
time/space  and costs of changing, substituting or replacing  the
same,  and any and all expenses of recall, refunds, compensation,
public notices and other such amounts incurred in connection with
the matters described.

         13.4.4   The  Indemnitees do not assume  any  liability
whatsoever for acts, errors or omissions of any third party  with
whom  Master  Licensee, any of the Principals, Master  Licensee's
affiliates  or  any  of  the  officers, directors,  shareholders,
partners,  agents, representatives, independent  contractors  and
employees  of  Master  Licensee or its affiliates  may  contract,
regardless  of  the purpose.  Master Licensee  and  each  of  the
Principals shall hold harmless and indemnify the Indemnitees  for
all  losses and expenses which may arise out of any acts,  errors
or  omissions of Master Licensee, any Licensee, their Principals,
Master  Licensee's  or any Licensee's affiliates,  the  officers,
directors,   shareholders,  partners,  agents,   representatives,
independent  contractors and employees  of  Master  Licensee  and
Licensees and their affiliates and any such third parties without
limitation  and without regard to the cause or causes thereof  or
the  negligence of Licensor or any other party or parties arising
in  connection  therewith, and whether such negligence  be  sole,
joint or concurrent or active or passive.

         13.4.5   Under no circumstances shall the Indemnitees be
required  or  obligated to seek recovery from  third  parties  or
otherwise  mitigate  their losses in order to  maintain  a  claim
against  Master  Licensee  or  any  of  the  Principals.   Master
Licensee  and  each of the Principals agree that the  failure  to
pursue  such recovery or mitigate loss will in no way reduce  the
amounts recoverable from Master Licensee or any of the Principals
by the Indemnitees.

         13.4.6   Master  Licensee and the Principals  expressly
agree  that  the  terms  of this Section  13  shall  survive  the
termination,  expiration or transfer of  this  Agreement  or  any
interest herein.

      13.5   Third-Party Rights.   Licensor and  Master  Licensee
agrees  that  Licensor shall be, at Licensee's election,  and  as
specified in the License Agreement, (1) a third-party beneficiary
of  each  License Agreement and Development Agreement  or  (2)  a
party to each License Agreement and Development Agreement.  Under
each  such License Agreement and Development Agreement,  Licensor
shall   have   the  independent  right  (without,  however,   any
obligation)  to  assert  each right of  Master  Licensee  against
Licensee   or  Developer,  respectively,  and  to  enforce   each
obligation of any Licensee or Developer, respectively, to  Master
Licensee   under  any  such  License  Agreement  or   Development
Agreement  as  if  such  right was  held  by  Licensor  and  such
obligation  was independently owed to Licensor regardless  as  to
whether  Master Licensee has sought to assert such  right  or  to
enforce   such   obligation.   Master  Licensee  shall   promptly
reimburse  Licensor  for  any  costs  and  expenses  incurred  by
Licensor  in  asserting  any such right  or  enforcing  any  such
obligation, including, without limitation, transportation,  food,
lodging,  and  legal  fees  and expenses.   Licensor  and  Master
Licensee  acknowledge and agree that Licensor has  no  direct  or
indirect obligations to any Licensee or Developer, except to  the
extent specifically stated herein.

14.  APPROVALS

      14.1  Manner of Obtaining Approval. Whenever this Agreement
requires  the  prior  approval  or consent  of  Licensor,  Master
Licensee shall make a timely written request to Licensor and such
approval or consent shall be obtained in writing.

      14.2  No Warranties or Guarantees.  Licensor  makes  no
warranties or guarantees upon which Master Licensee may rely  and
assumes  no  liability or obligation to Master  Licensee  or  any
third  party  to  which  it would not otherwise  be  subject,  by
providing any waiver, approval, advice, consent or suggestion  to
Master  Licensee in connection with this Agreement, or by  reason
of any neglect, delay or denial of any request therefor.

15.  NON-WAIVER AND REMEDIES

      15.1  Waiver.  No delay, waiver, omission or forbearance on
the part of Licensor to exercise any right, option, duty or power
arising  out of any breach or default by Master Licensee  or  the
Principals  under  this Agreement shall constitute  a  waiver  by
Licensor to enforce any such right, option, duty or power against
Master  Licensee or the Principals, or as to a subsequent  breach
or  default by Master Licensee or the Principals.  Acceptance  by
Licensor  of any payments due to it hereunder subsequent  to  the
time  at which such payments are due shall not be deemed to be  a
waiver by Licensor of any preceding breach by Master Licensee  or
the  Principals of any terms, provisions, covenants or conditions
of this Agreement.

      15.2   Rights and Remedies. All rights and remedies of  the
parties   to   this  Agreement  shall  be  cumulative   and   not
alternative, in addition to and not exclusive of any other rights
or  remedies  which  are  provided for herein  or  which  may  be
available  at law or in equity in case of any breach, failure  or
default  or  threatened breach, failure or default of  any  term,
provision  or condition of this Agreement or any other  agreement
between Master Licensee or any of its affiliates and Licensor  or
any of its affiliates.  The rights and remedies of the parties to
this Agreement shall be continuing and shall not be exhausted  by
any one or more uses thereof and may be exercised at any time  or
from time to time as often as may be expedient; and any option or
election to enforce any such right or remedy may be exercised  or
taken at any time and from time to time.  The expiration, earlier
termination or exercise of Licensor's rights pursuant to  Section
10  of  this  Agreement  shall not discharge  or  release  Master
Licensee  or  any  of  the  Principals  from  any  liability   or
obligation   then  accrued,  or  any  liability   or   obligation
continuing beyond, or arising out of, the expiration, the earlier
termination or the exercise of such rights under this  Agreement.
Additionally,  Master Licensee and the Principals shall  pay  all
court  costs and reasonable attorneys' fees incurred by  Licensor
in  obtaining any remedy available to Licensor for any  violation
of this Agreement.

16.  NOTICES

      16.1  Any and all notices required or permitted under  this
Agreement  shall be in writing in the English language and  shall
be  personally delivered or mailed by expedited delivery service,
or  sent  by facsimile to the respective parties at the following
addresses unless and until a different address or telefax  number
has been designated by written notice to the other party:

      Notices to Licensor:   Ecofranchising, Inc.
                             147 Palmer Avenue
                             Mamaroneck, New York  10538
                             Attention: President
                             Telefax Number:  914-777-3502


      Notices to Master Licensee and
      the Principals:   ______________________________
                        ______________________________
                        Malaysia
                        Telefax Number:_________________



       Any  notice shall be deemed to have been given at the time
of   personal  delivery  or,  in  the  case  of  facsimile   upon
transmission (provided confirmation of receipt is furnished)  or,
in  the  case  of expedited delivery service, three (3)  business
days after the date and time of mailing.

       16.2     All  other  reports,  invoices,  documents,  and
communications provided hereunder shall be given  by  parties  to
one   another  in  the  English  language,  except  as  otherwise
specifically stated herein.

       16.3     The  English language version of this  Agreement
shall govern and control.

17.   SEVERABILITY AND CONSTRUCTION

       17.1   Severability.  Except as expressly provided to  the
contrary  herein, each portion, section, part, term and provision
of  this Agreement shall be considered severable; and if, for any
reason,  any  portion,  section,  part,  term  or  provision   is
determined  to  be invalid and contrary to, or in conflict  with,
any  existing  or future law or regulation by a court  or  agency
having  valid  jurisdiction, this shall not impair the  operation
of,  or have any other effect upon, the other portions, sections,
parts,  terms  or  provisions of this Agreement that  may  remain
otherwise intelligible, and the latter shall continue to be given
full force and effect and bind the parties; the invalid portions,
sections,  parts, terms or provisions shall be deemed not  to  be
part  of  this Agreement; and there shall be automatically  added
such  portion,  section, part, term or provision  as  similar  as
possible to that which was severed which shall be valid  and  not
contrary to or in conflict with any law or regulation.

       17.2   Limitation on Persons Upon Whom Rights and Remedies
Conferred.  Except as expressly provided to the contrary  herein,
nothing  in  this Agreement is intended, nor shall be deemed,  to
confer upon any person or legal entity other than Master Licensee
and  Licensor's, officers, directors and personnel  and  such  of
Master  Licensee's  and  Licensor's  respective  successors   and
assigns as may be contemplated any rights or remedies under or as
a result of this Agreement.

       17.3   Captions.  All  captions  in  this  Agreement  are
intended solely for the convenience of the parties and shall  not
affect  the  meaning  or construction of any  provision  of  this
Agreement.

       17.4   Gender and Number. All references to the masculine,
neuter  or  singular shall be construed to include the masculine,
feminine,  neuter or plural, where applicable.  Without  limiting
the  obligations individually undertaken by the Principals  under
this   Agreement,   all  acknowledgments,  promises,   covenants,
agreements and obligations made or undertaken by Master  Licensee
in  this  Agreement  shall  be  deemed,  jointly  and  severally,
undertaken by all of the Principals.

       17.5   Master  Licensee's "Principals". The  term  Master
Licensee's   "Principals"   shall   include,   collectively   and
individually, Master Licensee's spouse, if Master Licensee is  an
individual,  all  officers  and  directors  of  Master   Licensee
(including  the officers and directors of any general partner  of
Master  Licensee)  whom Licensor designates as Master  Licensee's
Principals  and  all holders of an ownership interest  in  Master
Licensee  and  of  any entity directly or indirectly  controlling
Master  Licensee.  The initial Master Licensee's  Principals  are
Zaleha Read and Nina Ozurah BT. Osu.

       17.6   Counterparts. This Agreement may  be  executed  in
counterparts  and  each  copy  so executed  shall  be  deemed  an
original.

       17.7   Effective Date.  This Agreement shall  not  become
effective until signed by the President of Licensor.

       17.8   Expenses of Litigation.  Licensor shall be entitled
to  recover  from  Master  Licensee reasonable  attorneys'  fees,
experts'  fees, court costs and all other expenses of arbitration
or  litigation, in the event that Licensor prevails in any action
instituted by or against Master Licensee.

18.   ENTIRE AGREEMENT; APPLICABLE LAW; DISPUTE RESOLUTION

        18.1  Integration  and  Merger.  This  Agreement,   the
documents  referred to herein and the exhibits hereto, constitute
the  entire,  full  and complete agreement between  Licensor  and
Master  Licensee and the Principals concerning the subject matter
hereof  and shall supersede all prior related agreements  between
Licensor  and  Master  Licensee and the Principals.   Except  for
those permitted to be made unilaterally by Licensor hereunder, no
amendment,  change  or  variance from  this  Agreement  shall  be
binding  on either party unless mutually agreed to by the parties
and executed by their authorized officers or agents in writing.

       18.2   Governing Law.  This Agreement is to be construed in
accordance with the law of Malaysia without recourse to Malaysian
choice of law or conflicts of law principles.

       18.3   Arbitration.  Except as described in Section  18.4
hereof,  any  claim or controversy arising out of or  related  to
this  Agreement or the making, performance, or interpretation  of
this  Agreement shall be finally settled under the  International
Rules  of  the  American Arbitration Association then  in  force,
including   the   Supplementary  Procedures   for   International
Commercial  Arbitration,  by  one  arbitrator  appointed  by  the
American  Arbitration Association in accordance with such  rules.
The place of arbitration shall be in New York City, New York, and
the  law  applicable  to  the  arbitration  procedure  shall   be
determined  by referring to the law of the place of  arbitration.
The  English  language  shall  be used  throughout  the  arbitral
proceedings.    All   costs   of   arbitration,   including   the
arbitrator's  fee,  shall  be borne by  the  losing  party.   The
parties agree that the award of the arbitrator shall be the  sole
and   exclusive  remedy  between  them  regarding   any   claims,
counterclaims, issues, or accountings presented or  pled  to  the
arbitrator; that it shall be made and shall promptly  be  payable
in  U.S.  dollars free of any tax, deduction or offset; and  that
any  costs, fees, or taxes incident to enforcing the award shall,
to  the  maximum extent permitted by law, be charged against  the
party  resisting  such  enforcement.   The  award  shall  include
interest  from  the date of any damages incurred  for  breach  or
other  violation of the contract, and from the date of the  award
until paid in full, at a rate to be fixed by the arbitrator,  but
in no event less than one-and-a-half percent (1.5%) per month, or
part of a month, from the date until paid.

       18.4  Injunctive  Relief.   Nothing  herein  contained
(including,  without limitation, Section 18.3  hereof,  regarding
arbitration) shall bar Licensor's or Master Licensee's  right  to
obtain injunctive relief, from a court of competent jurisdiction,
against  threatened conduct that will cause it  loss  or  damage,
under the usual equity rules, including the applicable rules  for
obtaining   specific   performance,   restraining   orders,   and
preliminary injunctions.

       18.5  Costs and Expenses.  Each party shall bear its  own
costs,  and  expenses,  including all  court  costs,  arbitration
costs,   and   reasonable  attorneys'  fees,  incurred   in   any
arbitration or legal proceeding relating to this Agreement.

       18.6  Nonexclusive Remedies.  Neither the foregoing  nor
any  other  remedy  exercised by either  party  shall  be  deemed
exclusive  but  both  parties shall be entitled  cumulatively  to
exercise any and all remedies available in law or equity, and its
exercise  of any one right or remedy shall not preclude  it  from
exercising any other right or remedy.

19.   ACKNOWLEDGMENTS

       19.1   Investigation.  Master Licensee acknowledges that it
has  conducted  an  independent  investigation  of  the  business
venture  contemplated by this Agreement and recognizes  that  the
success  of  this business venture involves substantial  business
risks  and  will  largely  depend  upon  the  ability  of  Master
Licensee's Principals.  Licensor expressly disclaims making,  and
Master  Licensee acknowledges that it has not received or  relied
on,  any  warranty or guarantee, express or implied,  as  to  the
potential  volume,  profits or success of  the  business  venture
contemplated by this Agreement. No representation has  been  made
by  Licensor (or any employee, agent or salesperson thereof)  and
relied  upon by Master Licensee as to the future or past  income,
expenses,  sales volume or potential profitability,  earnings  or
income  of  the  System Facility(ies) to be  licensed  to  Master
Licensee, or any other System Facility.

       19.2.  Acknowledgment.  Both Licensor and Master Licensee
further  acknowledge  and  agree that Licensor  has  operated  no
System  Facilities  in  either country  in  the  Territory;  that
Licensor  has  made  no representations or guarantees  to  Master
Licensee  as to the viability, marketability, or adaptability  in
either  country in the Territory of the Licensor's System, System
Facilities or the products or services sold therefrom;  and  that
Master  Licensee has performed its own independent  research  and
investigation   as   to   the  viability,    marketability,   and
adaptability  in  the  countries in the Territory  of  Licensor's
System,  System  Facilities, and the products and  services  sold
therefrom,  and  assumes  all of the  business  risks  associated
therewith.

       19.3   Advice.  Master Licensee acknowledges that  Master
Licensee  has  received, read and understands this Agreement  and
the  related  exhibits  and  agreements  and  that  Licensor  has
afforded  Master  Licensee sufficient  time  and  opportunity  to
consult  with  advisors  selected by Master  Licensee  about  the
potential benefits and risks of entering into this Agreement.

       19.4   Receipt  Master  Licensee  acknowledges  that  it
received  a  complete  copy  of this Agreement  and  all  related
Exhibits and agreements at least five (5) business days prior  to
the  date  on which this Agreement was executed.  Master Licensee
further acknowledges that it has received the disclosure document
required  by  the  Trade Regulation Rule  of  the  Federal  Trade
Commission  entitled  "Disclosure Requirements  and  Prohibitions
Concerning  Franchising  and Business  Opportunity  Ventures"  at
least  ten  (10) business days prior to the date  on  which  this
Agreement was executed.

       19.5    Reasonableness.  The covenants not to compete  set
forth  in  this Agreement are fair and reasonable, and  will  not
impose   any  undue  hardship  on  Master  Licensee  and   Master
Licensee's   Principals,  since  Master   Licensee   and   Master
Licensee's  Principals have other considerable skills, experience
and  education which afford them the opportunity to derive income
from other endeavors.

       IN  WITNESS WHEREOF, the parties hereto have duly executed
and  delivered  this Agreement on the day and  year  first  above
written.

                                   LICENSOR:
ATTEST:                            ECOFRANCHISING, INC.

                                   By: /s/ Diane Weiser
WITNESS                            Name: Diane Weiser
                                   Title:

                                   MASTER LICENSEE:
ATTEST:                            ELITE-FAME SDN BHD

                                   By: /s/Zaleha Abdullah/Reed
WITNESS                            Name: Zaleha Abdullah/Reed
                                   Title: Managing Director

                                   By: /s/Nina Ozurah bt Ozu
                                   Name: Nina Ozurah bt Ozu
                                   Title: Director of Operations
                                                    and Training


                           Guarantee

      Each of the undersigned acknowledges and agrees as follows:

       (1)  Each has read the terms and conditions of the  Master
License  Agreement  and acknowledges that the execution  of  this
Guarantee  and the undertakings of the Principals in  the  Master
License  Agreement  are  in  partial  consideration  for,  and  a
condition  to,  the granting of the rights in the Master  License
Agreement,  and that Licensor would not have granted such  rights
without  the execution of this guaranty and such undertakings  by
each of the undersigned;

       (2)  Each is included in the term "Principals" as described
in Section 17.5 of the Master License Agreement;

       (3)  Each individually, jointly and severally, makes all of
the  covenants, representations, warranties and agreements of the
Principals  set  forth  in the Master License  Agreement  and  is
obligated to perform thereunder; and

       (4)  Each individually,   jointly   and   severally,
unconditionally  and irrevocably guarantees to Licensor  and  its
successors  and assigns that all of Master Licensee's obligations
under  the Master License Agreement will be punctually  paid  and
performed.   Upon default by Master Licensee or upon notice  from
Licensor,  each  will immediately make each payment  and  perform
each  obligation  required of Master Licensee  under  the  Master
License Agreement.  Without affecting the obligations of  any  of
the  Principals under this guaranty, Licensor may, without notice
to the Principals, waive, renew, extend, modify, amend or release
any  indebtedness  or  obligation of Master Licensee  or  settle,
adjust  or  compromise any claims that Licensor may have  against
Master  Licensee.  Each of the Principals waives all demands  and
notices  of  every kind with respect to the enforcement  of  this
guaranty,  including, without limitation, notice of  presentment,
demand for payment or performance by Master Licensee, any default
by  Master  Licensee  or any guarantor and  any  release  of  any
guarantor  or other security for this guaranty or the obligations
of  Master Licensee.  Licensor may pursue its rights against  any
of  the  Principals without first exhausting its remedies against
Master  Licensee  and without joining any other guarantor  hereto
and no delay on the part of Licensor in the exercise of any right
or  remedy shall operate as a waiver of such right or remedy, and
no  single or partial exercise by Licensor of any right or remedy
shall  preclude  the further exercise of such  right  or  remedy.
Upon  receipt by Licensor of notice of the death of  any  of  the
Principals,  the  estate of the deceased will  be  bound  by  the
foregoing  guaranty, but only for defaults and obligations  under
the  Master License Agreement existing at the time of death,  and
in  such event, the obligations of the remaining Principals shall
continue  in  full force and effect.  Principals agree  that  the
governing  law  and  dispute resolution provisions  contained  in
Section 18 of the Agreement apply to this Guarantee.

                            Principals:

Witness                     Name: /s/Zaleha Abdullah/Read
                            Printed Name: Zaleha Abdullah/Read

Witness                     Name: /s/Nina Ozurah bt Ozu
                            Printed Name: Nina Ozurah bt Ozu