<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>exhibit-2b.txt
<DESCRIPTION>EXHIBIT 2(B)
<TEXT>
                                                                    EXHIBIT 2(b)


                                 PROMISSORY NOTE

$  737,500.00                                                     Miami, Florida
                                                                   July 22, 2004

         FOR VALUE RECEIVED, the undersigned,  Alan I. Greenstein (the "Maker"),
hereby  promises to pay to the order of William K. Steiner (the  "Holder"),  the
principal  sum of Seven  Hundred  Thirty-Seven  Thousand  Five Hundred and 00/xx
Dollars ($  737,500.00) on the first  anniversary  of the date hereof,  together
with  and  interest  on the  unpaid  balance  of  the  principal  amount  hereof
outstanding  from  time to time at  maturity  (whether  at stated  maturity,  by
acceleration or otherwise) at the rate of 2.5% per annum (based on a year of 365
or 366 days,  as the case may be). If all or a portion of the  principal  amount
hereof shall not be paid when due (whether at stated  maturity,  by acceleration
or otherwise),  such overdue  principal amount shall bear interest from the date
of non-payment until paid in full at a rate equal to 6.00% per annum.

         Payment of both principal and interest are to be made at the offices of
Steiner-Atlantic  Corp., 290 N.E. 68th Street, Miami, Florida 33138-5567 or such
other place as the Holder shall have  designated by written notice to the Holder
pursuant to the notice  provision herein in lawful money of the United States of
America by certified or bank cashier's check.

         If any payment of  principal  or interest on this Note shall become due
on a Saturday,  Sunday or public holiday under the laws of the State of Florida,
such  payment  shall  be made  on the  next  succeeding  business  day and  such
extension  of time shall,  in such case,  be included in  computing  interest in
connection with such payment.

         The Maker shall have the right,  at his option,  to prepay this Note in
whole at any time or in part (but,  if in part,  only in integral  multiples  of
$25,000) from time to time,  without  premium or penalty.  Appropriate  notation
evidencing  each partial  payment on account of the  principal  thereof shall be
endorsed on this Note upon prepayment;  provided,  however,  that the failure to
make any such  endorsement  shall not affect the  obligations  of the  Borrower.
Final payment of this Note shall be made only against surrender of this Note.

         This Note is entitled to the  benefits  and  security  provided by that
certain  Security  Agreement  of even date  herewith  between  the Maker and the
Holder (the "Security Agreement').

         Each of the following  events shall  constitute an Event of Default for
purposes of this Note:

                  (a) Default  shall occur in the payment of principal
                  or  interest  of this Note when the same  shall have
                  become due and payable;

                  (b) The Maker  shall  institute a  proceeding  to be
                  adjudicated  a bankrupt  or  insolvent  or admits in
                  writing  his  inability  to pay  his  debts  as they
                  mature or makes an  assignment  for the  benefit  of
                  creditors,   or  applies  for  or  consents  to  the
                  appointment  of a trustee or receiver for himself or
                  for the major part of his property;

                  (c) A trustee or receiver is appointed for the Maker
                  or for the major part of his properties; or



<PAGE>

                  (d)  Bankruptcy,   reorganization,   arrangement  or
                  insolvency  proceedings,  or other  proceedings  for
                  relief of debtors,  are instituted against the Maker
                  and are not stayed or dismissed  within  ninety (90)
                  days after such institution.

         Upon the  occurrence  of any Event of Default under clauses (b), (c) or
(d), the entire unpaid principal of this Note, together with any unpaid interest
accrued  thereon,  shall become  immediately  due and payable  without notice or
demand.  Upon the occurrence and at any time thereafter  during the continuation
of any other Event of Default,  the Holder may, at Holder's  option,  by written
notice to the Maker,  declare the unpaid  principal of this Note,  together with
any unpaid  interest  accrued  thereon,  to be immediately  due and payable.  In
either  case,  the Holder also may  proceed to protect and enforce the  Holder's
rights by suit in  equity  and/or  by  action  at law,  or by other  appropriate
proceedings,  whether for specific  performance (to the extent permitted by law)
or  otherwise,  or proceed to enforce the payment of this Note or to enforce any
other legal or equitable  right of the Holder  (including,  without  limitation,
under the  Security  Agreement)  and,  in such  event,  the Maker  agrees to pay
reasonable  attorneys'  fees and costs  incurred by the Holder in the collection
hereof.

         All notices and other communications  required or permitted to be given
pursuant to this Note shall be in writing and shall be considered given if given
in the  manner,  and be  deemed  given at  times,  as  follows:  (a) on the date
delivered,  if  personally  delivered;  (b) on the next business day after being
sent by recognized overnight mail service specifying next business day delivery;
or (c) five (5)  business  days  after  mailing,  if  mailed  by  United  States
certified  or  registered  mail,  return  receipt  requested,  in each case with
delivery charges pre-paid and addressed to the following addresses:

                  (a)      If to the Maker:

                           Alan I. Greenstein
                           3738 Gulfstream Way
                           Davie, Florida 33036

                  (b)      If to the Holder:

                           William K. Steiner
                           c/o Steiner-Atlantic Corp.
                           290 N.E. 68th Street
                           Miami, Florida 33138-5567

         The  above-named  persons may designate by notice to each other any new
address  for the  purpose of this Note.  Notice of a change of address  shall be
effective  only when notice  thereof is given and effective in  accordance  with
this paragraph.

         The Maker waives  presentment,  demand,  protest and notice of dishonor
and of any renewal or extension of this Note.

         This Note shall be construed and  interpreted  in  accordance  with the
laws of the State of Florida  (without regard to any conflicts of laws provision
that would defer to the substantive laws of another jurisdiction).



                                        2
<PAGE>

         The Maker  hereby  consents  and agrees that the  Circuit  Court of the
State of Florida for the County of  Miami-Dade  and the United  States  District
Court for the Southern District of Florida each shall have personal jurisdiction
and proper  venue with  respect to any dispute  between the Holder and the Maker
under this Note and the Security  Agreement,  without,  however,  depriving  the
Holder of the right, in the Holder's  discretion,  to commence or participate in
any action, suit or proceeding in any other court having proper jurisdiction and
venue  over the  Maker  relating  to this  Note and the  Security  Agreement  or
otherwise.  In any dispute with the Holder, the Maker will not raise, and hereby
expressly waives, any objection or defense to any such jurisdiction and venue as
an  inconvenient  forum.  Maker  further  agrees  that any action or  proceeding
brought by Maker  against the Holder under this Note or the  Security  Agreement
shall be  brought  only in the  Circuit  Court of the State of  Florida  for the
County of  Miami-Dade  or the  United  States  District  Court for the  Southern
District of Florida.  The Maker hereby waives  personal  service of any summons,
complaint or other process, which may be delivered by any of the means permitted
for notices under this Note.

         No amendment,  modification or waiver of any provision of this Note nor
consent to any departure by the Maker therefrom shall be effective, irrespective
of any course of dealing,  unless the same shall be in writing and signed by the
Holder,  and then such waiver or consent shall be effective only in the specific
instance  and for the  specific  purpose  for which  given.  This Note cannot be
changed or  terminated  orally or by estoppel  or waiver or by any alleged  oral
modification regardless of any claimed partial performance referable thereto.

In any action,  suit or  proceeding  in any  jurisdiction  brought by the Holder
against the Maker,  or vice  versa,  with  respect to this Note or the  Security
Agreement, the Maker and the Holder each waives trial by jury.

         IN WITNESS  WHEREOF,  the Maker has executed this Note the day and year
first above written.

                                            -------------------------------
                                                     Alan I. Greenstein












                                       3

</TEXT>
</DOCUMENT>
