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                                                                     EXHIBIT 4.2
                                 SPINCYCLE, INC.

                                -----------------

                12-3/4% SENIOR DISCOUNT NOTES DUE 2005, SERIES B


CUSIP No. __________
No. ________________                                                $

            SPINCYCLE, INC., a corporation incorporated under the laws of the
State of Delaware (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________ or registered assigns, the
principal sum of _______________ Dollars on May 1, 2005, at the office or agency
of the Company referred to below. The Notes are unsecured senior obligations of
the Company, limited to $144,990,000 aggregate principal amount at maturity, and
will mature on May 1, 2005. Except as described below under "Registration
Rights", no cash interest will accrue on the Notes prior to May 1, 2001,
although for U.S. federal income tax purposes a significant amount of original
issue discount, taxable as ordinary income, will be recognized by a Holder as
such discount accrues from the issue date of the Notes through May 1, 2005. Cash
interest will accrue on the Notes at the rate per annum shown above from May 1,
2001, or from the most recent date to which interest has been paid or provided
for, payable semi-annually to Holders of record at the close of business on the
April 15 or October 15 immediately preceding the interest payment date on May 1
and November 1 of each year, commencing November 1, 2001 (each, an "Interest
Payment Date"). The Company will pay interest on overdue principal at 1% per
annum in excess of such rate, and it will pay interest on overdue installments
of cash interest at such higher rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on April 15 and
October 15 (each a "Regular Record Date"), whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the then applicable interest rate borne by the Notes, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice of which shall be given to Holders of Notes not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

            Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan in The City of New York, State of New York,
or at such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall
appear on the Note Register. Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof.


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            Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

                 [Remainder of Page Intentionally Left Blank]


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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:                          SPINCYCLE, INC.


                                By:_________________________________
                                     Name:
                                     Title:

                                By:_________________________________
                                     Name:
                                     Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the 12-3/4% Senior Discount Notes due 2005, Series B,
referred to in the within-mentioned Indenture.

                                    NORWEST BANK MINNESOTA, N.A., as Trustee

                                    By:________________________________________
                                           Authorized Signature


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                                [REVERSE OF NOTE]

            1. Indenture. This Note is one of a duly authorized issue of Notes
of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series
B (herein called the "Initial Notes"). The Notes are limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount at maturity to $144,990,000, which may be issued under an indenture
(herein called the "Indenture") dated as of April 29, 1998, by and between the
Company and Norwest Bank Minnesota, N.A., as trustee (herein called the
"Trustee," which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes include the Initial Notes, the Private
Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred
to below), issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a
single class of securities under the Indenture.

            All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

            The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of such terms.

            No reference herein to the Indenture and no provisions of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

            2. Optional Redemption. Except as set forth in the following
paragraph, the Notes will not be redeemable at the option of the Company prior
to May 1, 2002. Thereafter, the Notes will be redeemable, at the Company's
option, in whole or in part, at any time or from time to time, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at the following redemption prices (expressed in
percentages of principal amount at maturity), plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on May 1 of the years set forth
below:

<TABLE>
<CAPTION>
                                                     Redemption
                Period                                  Price
                ------                                  -----
<S>                                                  <C>
                2002...............................    106.375%

                2003...............................    103.188%

                2004 and thereafter................    100.000%
</TABLE>

            In addition, at any time and from time to time prior to May 1, 2001,
the Company may redeem in the aggregate up to 35% of the Accreted Value of the
Notes with the proceeds of one or more Public Equity Offerings following which
there is a Public Market, at a redemption price of 112.750% of the Accreted
Value; provided, however, that at least $94.2 million aggregate principal amount
at maturity of the Notes must remain outstanding after each such redemption.

            In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair


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and appropriate, although no Note of $1,000 in principal amount at maturity or
less shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.

            3. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Notes in accordance with the procedures set forth in the Indenture.

            4. Defaults and Remedies. If an Event of Default occurs and is
continuing, the principal of all of the Outstanding Notes, plus all accrued and
unpaid interest, if any, to and including the date the Notes are paid, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

            5. Defeasance. The Indenture contains provisions (which provisions
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
the Company on this Note and (b) certain restrictive covenants and related
Defaults and Events of Default, in each case upon compliance by the Company with
certain conditions set forth therein.

            6. Amendments and Waivers. The Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of Accreted Value of the Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages of Accreted Value of the Notes at the time Outstanding, on
behalf of the Holders of all the Notes, to waive compliance by the Company with
certain provisions of this Indenture and certain past Defaults under the
Indenture and this Note and their consequences. Any such consent or waiver by or
on behalf of the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.

            7. Denominations, Transfer and Exchange. The Notes are issuable only
in registered form without coupons in denominations of $1,000 principal amount
at maturity and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan in The City of New York, State of New York, or at such other office or
agency of the Company as may be maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

            No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.


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            8. Persons Deemed Owners. Prior to and at the time of due
presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note shall be overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.

            9. GOVERNING LAW. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

            The Company will furnish to any Holder of a Note upon written
request and without charge a copy of this Indenture. Requests may be made to:
SPINCYCLE, INC., 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale,
Arizona 85260.


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                                 ASSIGNMENT FORM

If you the holder want to assign this Note, fill in the form below and have your
signature guaranteed:

I or we assign and transfer this Note to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Insert assignee's social security or tax ID number)____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint

________________________________________________________________________________
agent to transfer this Note on the books of the Company.  The agent may
substitute another to act for such agent.

Date:  ______________       Your signature:____________________________
                                          (Sign exactly as your name appears
                                          on the other side of this Note)


                                       By:_________________________________
                                           NOTICE:  To be executed
                                           by an executive officer


Signature Guarantee:____________________________________


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                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to have this Note purchased by the Company pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:

                   Section 10.10 [   ]
                   Section 10.15 [   ]

            If you wish to have a portion of this Note purchased by the Company
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:

            $__________________________________________________________________
________________________________________________________________________________


Date:_____________________       Your signature:________________________________
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)

                                               By:______________________________
                                                  NOTICE:  To be executed
                                                  by an executive officer


Signature Guarantee:_________________________________________


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