INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT is dated as of November [ ], 2004, and entered into by and among COINMACH LAUNDRY CORPORATION, a Delaware corporation (the "Guarantor"), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the Collateral Agent for the First Lien Creditors, (including its successors and assigns from time to time), (the "First Lien Collateral Agent"), and THE BANK OF NEW YORK, in its capacity as collateral agent for the Note holders (the "Second Lien Collateral Agent"). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

WITNESSETH:

WHEREAS, the Borrower, the Guarantor, the Subsidiary Guarantors from time to time party thereto, the various financial institutions from time to time party thereto, the First Lien Collateral Agent, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. (f/k/a Deutsche Ban c Alex. Brown Inc.), as Lead Arranger and Book Manager, J. P. Morgan Securities Inc. and Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.) as Syndication Agents and Credit Lyonn a is New York Branch, as Documentation Agent, are parties to the Credit Agreement, dated as of January 25, 2002 (as further amended, supplemented, amended and restated or otherwise modified from time to time (including pursuant to the Limited Waiver and Amendment No. 1 and Agreement dated as of November [            ], 2004 (the "First Amendment") ( the "Credit Agreement");

WHEREAS, CSC, the Guarantor, the other guarantors from time to time party thereto and the Second Lien Collateral Agent, as collateral agent and trustee, entered into an Indenture, dated as of November [ ], 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Indenture"), governing the rights and duties of CSC under its [ ] % Senior Secured Notes due 2024 in an initial aggregate principal amount of $[143,750,000] (the "Senior Secured Notes");

WHEREAS, the obligations of the Borrower under the Credit Agreement and any Interest Rate Protection Agreements or Other Hedging Agreements with a Secured Party (or affiliate thereof) at the time such Interest Rate Protection Agreement or Other Hedging Agreement was entered into will be secured by, among other things, the Common Collateral pursuant to the terms of the Holdings Pledge Agreement;

WHEREAS, the obligations of the Guarantor under the Indenture will be secured by, among other things, a security interest in the Common Collateral pursuant to the terms of the Note holder Collateral Documents;

WHEREAS, the Holdings Pledge Agreement, the Indenture and the Note holder Collateral Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Pledged Collateral (including the Common Collateral) owned by the Guarantor; and

WHEREAS, it is a condition precedent to the effectiveness of the First Amendment that the parties hereto enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural form of the terms indicated) and capitalized terms defined in the Credit Agreement used (but not otherwise defined) herein shall have the meanings ascribed to them in the Credit Agreement:

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