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                                                                   EXHIBIT 10.28


                           REPLACEMENT PROMISSORY NOTE

$282,752.00                                                       March 15, 2002

      For value received, Mitchell Blatt ("Maker") promises to pay to the order
of Coinmach Corporation, a Delaware corporation (the "Company"), at its offices
in Plainview, New York, or such other place as designated in writing by the
holder hereof, the aggregate principal sum of $282,752.00. Maker will repay in
full the aggregate unpaid principal amount of the this Note and all accrued and
unpaid interest owing thereon, on the fifth anniversary hereof (the "Maturity
Date"). Prior to the Maturity Date, Maker shall, on each annual payment date set
forth below, make a scheduled repayment of the outstanding principal amount of
this Note in the amount set forth opposite such date, plus any accrued, but
unpaid interest as of such date.

                March 15, 2003               $ 56,550.40
                March 15, 2004               $ 56,550.40
                March 15, 2005               $ 56,550.40
                March 15, 2006               $ 56,550.40

      Interest will accrue on the outstanding principal amount of this Note at
the rate of 8% per annum.

      The amounts due under this Note are secured by a pledge of all of the (i)
shares of common stock, par value $.001 per share and (ii) shares of Class B2
preferred stock, par value $.01 per share of Coinmach Laundry Corporation, a
Delaware corporation that are held by Maker.

      In the event Maker fails to pay any amounts due hereunder when due, Maker
shall pay to the holder hereof, in addition to such amounts due, all costs of
collection, including reasonable attorneys fees and disbursements.

      Maker, or his successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of the Maker hereunder.

      This Note is issued in substitution and exchange for, and not in
satisfaction or payment of, that certain Promissory Note of the Maker, dated May
5, 1999, in the principal amount of $250,000 payable to the order of the Company
(the "Original Note") and the terms set forth in this Note shall supersede and
replace the terms set forth in the Original Note. The indebtedness

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originally evidenced by the Original Note is a continuing indebtedness, and
nothing herein contained shall be construed to deem the Original Note paid, or
to release or terminate any lien or security interest given to secure the
Original Note.

      This Note shall be governed by the internal laws, not the laws of
conflicts, of the State of New York.

                                                    /S/ MITCHELL BLATT
                                                    ---------------------------
                                                    Mitchell Blatt

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                    AMENDMENT TO REPLACEMENT PROMISSORY NOTE

                                                                   March 6, 2003

      WHEREAS, Mitchell Blatt ("Maker") entered into a replacement promissory
note, dated March 15, 2002 (the "Replacement Promissory Note"), for an aggregate
principal sum of $282,752 in favor of Coinmach Corporation, a Delaware
corporation (the "Company");

      WHEREAS, the indebtedness evidenced by the Replacement Promissory Note was
secured by a pledge of certain capital stock of Coinmach Laundry Corporation, a
Delaware corporation ("CLC") held by Maker (the "CLC Stock");

      WHEREAS, all of the CLC Stock held by Maker was exchanged by Maker for
Class C preferred units and common units of Coinmach Holdings LLC, a Delaware
limited liability company;

      NOW THEREFORE, the undersigned hereby agrees as follows:

      The third paragraph of the Replacement Promissory Note is hereby amended
and replaced in its entirety with the following:

      "The amounts due under this Note are secured by a pledge of 3,832 Class C
Preferred Units and 4,258,541 Common Units of Coinmach Holdings LLC, a Delaware
limited liability company, held by Maker."

                                                    /S/ MITCHELL BLATT
                                                    ---------------------------
                                                    Mitchell Blatt

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