**Exhibit
      10.1**




**SECURED
      PROMISSORY NOTE**






$250,000
            February
                20, 2007




FOR
      VALUE
      RECEIVED, Riaz Chauthani, an individual (“Borrower”), hereby promises to pay to
      the order of U.S. Dry Cleaning Corporation, a Delaware corporation (“Holder"),
      the sum of Two Hundred Fifty Thousand Dollars ($250,000) in immediately
      available funds and in lawful money of the United States of America as provided
      below.




1.  Interest .
      Interest shall accrue on the outstanding principal balance of this Note from
      the
      effective date of this Note at the rate of six percent (6.00%) per annum until
      all amounts due under this Note are paid in full. Interest shall be calculated
      based upon a 360 day year, upon actual days elapsed.




2.  Payments .
      Payments of principal or interest under this Note shall not be required until December
      3, 2009 (the
“Maturity Date”). Any payment made hereunder shall be credited first to interest
      then due and then to principal; and interest shall thereupon cease to accrue
      upon the principal so credited.




3.  Default .
      This
      Note and all principal and interest payments to be made under this Note shall
      automatically become due and payable, without presentment, demand, notice,
      declaration, protest or other requirements of any kind, all of which are
      expressly waived by Borrower; if Borrower fails to make any payment within
      30
      days of the date required for such payment under this Note. If Borrower fails
      to
      make any payment within 30 days of the date required for such payment under
      this
      Note, then the outstanding principal amount of this Note and any accrued
      interest on this Note shall bear interest at the rate of 10.00% per annum (the
      “Default Rate”) until such payments are made in full. The rights of Holder under
      this Section
      3 are in
      addition to any other rights and remedies which Holder may have.




4.  Maturity
      Date .
      The
      outstanding principal balance of this Note, including all remaining accrued
      but
      unpaid interest thereon, shall become due and payable in full on the Maturity
      Date.




5.  Optional
      Prepayments .
      All or
      part of the amounts outstanding under this Note may be prepaid at any time,
      at
      the option of Borrower, without premium, penalty or notice.




6.  Manner
      of Payment .
      Payments of principal and interest shall be made in lawful money of the United
      States of America by check or wire transfer in funds immediately available
      at
      the place of payment to such account as Holder may designate in writing to
      Borrower. Any payments due hereunder which are due on a day which is not a
      business day shall be payable on the first succeeding business day and such
      extension of time shall be included in the computation of interest due
      hereunder.




7.  Borrower's
      Waivers .
      Borrower expressly waives presentment, demand, protest, notice of dishonor,
      notice of non-payment, notice of maturity, notice of protest, presentment for
      the purpose of accelerating maturity, diligence in collection, and the benefit
      of any exemption or insolvency laws.




8.  Maximum
      Interest .
      Notwithstanding any other provision of this Note, nothing herein shall require
      Borrower to pay, or Holder to accept, interest in an amount which subjects
      Holder to any penalty or forfeiture under applicable law, and in no event shall
      all of the charges payable hereunder (whether of interest or of such other
      charges which may or might be characterized as interest) exceed the maximum
      rate
      permitted to be charged under applicable law. Should Holder receive any payment
      which is or might be in excess of that permitted to be charged under applicable
      law, such payment shall have been, and shall be deemed to have been, made in
      error and shall be held as cash collateral for the indebtedness evidenced by
      this Note.




9.  Assignment
      and Transfer .
      Holder
      may assign all or any portion of this Note at any time or from time to time
      without the consent of Borrower.







10.  Costs
      of Collection .
      Borrower agrees to pay all costs and expenses, including the fees and expenses
      of any attorneys, accountants and other experts retained by Holder, which are
      expended or incurred by Holder in connection with (i) the enforcement of this
      Note or the collection of any sums due hereunder, whether or not suit is
      commenced; (ii) any actions for declaratory relief in any way related to this
      Note; (iii) the protection or preservation of any rights of Holder under this
      Note; (iv) any actions taken by Holder in negotiating any amendment, waiver,
      consent or release of or under this Note; (v) Holder's participation in any
      refinancing, restructuring, bankruptcy or insolvency proceeding involving
      Borrower or any Affiliate of Borrower; or (vi) any refinancing or restructuring
      of the Note in the nature of a "work out" or in an insolvency or bankruptcy
      proceeding. Notwithstanding the foregoing, the Borrower shall not be obligated
      to pay costs or expenses expended or incurred by Holder described in clause
      (i)
      or (ii) if and to the extent that the Borrower prevails in any action, suit
      or
      proceeding initiated by Holder and which a court of competent jurisdiction
      determines was initiated or maintained by Holder in bad faith.




11.  Extension
      of Time .
      Holder,
      at its option, may extend the time for payment of this Note, postpone the
      enforcement hereof, or grant any other indulgences without affecting or
      diminishing Holder's right to recourse against Borrower, which right is
      expressly reserved.




12.  Severability .
      Any
      provision of this Note which is prohibited or unenforceable in any jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such prohibition
      or unenforceability without invalidating the remaining provisions of this Note
      or affecting the validity or enforceability of such provision in any other
      jurisdiction.




13.  Governing
      Law .
      In all
      respects, including all matters of construction, validity and performance,
      this
      Note and the rights and obligations arising hereunder shall be governed by,
      and
      construed and enforced in accordance with, the laws of the State of California
      applicable to contracts made and performed in such state, without regard to
      principles thereof regarding conflicts of laws.




THE
      OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY THAT CERTAIN STOCK PLEDGE
      AGREEMENT (THE “STOCK PLEDGE AGREEMENT”) DATED AS OF THE DATE HEREOF. ADDITIONAL
      RIGHTS OF HOLDER ARE SET FORTH IN THE STOCK PLEDGE AGREEMENT.




IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note on the date
      first
      above written.




By:/s/Riaz
                Chauthani
              Riaz
                Chauthani