<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exhibit-2c.txt
<DESCRIPTION>EXHIBIT 2(C)
<TEXT>
                                                                    EXHIBIT 2(c)


                               SECURITY AGREEMENT

                                                                   July 22, 2004

           In  consideration  of a loan in the principal amount of Seven Hundred
Thirty-Seven  Thousand Five Hundred and 00/xx dollars ($ 737,500.00)  being made
on the date of this  Agreement by William K. Steiner  (together with his estate,
heirs,  personal  representatives  and successors,  "Secured Party"),  currently
residing at the address set forth opposite Secured Party's name on the signature
page hereof,  to Alan I.  Greenstein,  an individual  currently  residing at the
address set forth  opposite the  Borrower's  name on the  signature  page hereof
(together  with his estate,  heirs,  personal  representatives  and  successors,
"Borrower"),  to enable the Borrower to purchase an aggregate of 750,000  shares
of Common  Stock,  par value $.025 per share (the  "Shares"),  of DRYCLEAN  USA,
Inc.,  a Delaware  corporation,  from Secured  Party,  evidenced by that certain
Promissory  Note dated as of the date of this Agreement from Borrower to Secured
Party (the  "Note"),  Borrower  hereby  agrees that Secured Party shall have the
rights, remedies and benefits as follows:

         1. Grant of Security  Interest.  As collateral  security for the prompt
payment,  performance  and observance of the Promissory  Note,  Borrower  hereby
absolutely, unconditionally and irrevocably pledges to Secured Party, and grants
and transfers to Secured Party a lien upon and a security interest in Borrower's
entire right, title and interest in and to, the following: (a) the Shares, which
are being  delivered  by Borrower to Secured  Party  contemporaneously  with the
delivery of this Agreement (and initially evidenced by certificates  numbered as
referenced on Schedule A attached  hereto);  and (b) subject to Section 3 below,
any and all additional or other shares,  securities or other investment property
or financial assets or other consideration  received or receivable in connection
with or in respect of any of the Shares,  whether or not constituting or arising
out of any and all dividends and  distributions  with respect  thereto  (whether
cash,  stock  or  otherwise,  and  whether  ordinary,  special,  liquidating  or
otherwise),   stock   splits,   stock   dividends,    spin-offs,    conversions,
reclassifications,  reorganizations,  mergers,  consolidations,  combinations or
otherwise, and including (without limitation) any and all options,  warrants and
other rights to acquire securities in respect thereof, any and all substitutions
therefor and additions thereto,  and the certificates  evidencing the foregoing;
whether   constituting  an  account,   chattel  paper,   document,   instrument,
certificated or uncertificated  security,  other investment property,  financial
asset, general intangible,  money or otherwise,  and whether held directly, as a
securities entitlement or otherwise, and in each case together with all products
and  proceeds  thereof  (all of the  foregoing,  collectively  being  called the
"Collateral").

         2. Delivery of Collateral.  Borrower shall deliver to Secured Party (or
to such nominee, custodian or escrow agent as Secured Party may specify) any and
all stock  certificates  and other  instruments  evidencing  or  respecting  the
Collateral,  which shall be delivered with this Agreement if currently  existing
or shall be delivered promptly as hereafter received, acquired or created, to be
held in accordance with Agreement.  Stock  certificates  shall be delivered with
corresponding  stock  powers,  duly endorsed in blank with  medallion  signature
guarantees if requested by Secured Party.  Each  certificate  shall be delivered
free and clear of all liens,




<PAGE>

encumbrances  and charges,  except as reflected on the  restrictive  legends set
forth on the stock certificates  related to, and existing upon, the certificates
set forth as Schedule A or otherwise established by Secured Party, and otherwise
must be in form suitable for transfer.  If any of the Collateral has been issued
in  uncertificated  form,  then Borrower shall execute and deliver such notices,
transfer instructions and other documents respecting any Collateral (and Secured
Party's  rights,  powers,  privileges,  remedies  and  interests  in  and to the
Collateral)  as  Secured  Party  from time to time may  request  to effect  such
transfer.  In Secured Party's discretion the foregoing may include,  among other
things,  an  account  control   agreement  in  form  and  substance   reasonably
satisfactory to Secured Party and granting Secured Party exclusive  control over
each applicable  securities  account (and all investment  property and financial
assets therein).  Secured Party is hereby authorized,  at its option and without
obligation  to do so, to  transfer to or register in its name or the name of its
nominee(s),  including any "securities intermediary",  as defined in the Uniform
Commercial  Code  as in  effect  from  time  to time  in the  State  of  Florida
("FLAUCC"),  and any nominee(s) of any of the foregoing,  all or any part of the
Collateral, without notice to Borrower. In the event Secured Party determines to
so transfer or register all or any part of the  Collateral,  Secured Party shall
provide to Borrower copies of all notices and other  communications  received by
Secured Party with respect to the Collateral promptly following receipt thereof.

         3. Rights to Collateral.  (a) So long as no Event of Default shall have
occurred and be continuing (or would occur by virtue thereof) under the Note (an
"Event of Default"),  Borrower shall be entitled to: (i) subject to the terms of
that  certain  Stockholders  Agreement  dated as of the date  hereof  among  the
Borrower,   the  Secured  Party  and  Michael  S.  Steiner  (the  "Stockholders'
Agreement")  exercise  any and all  voting  and  consensual  rights  and  powers
relating or  pertaining to the  Collateral;  and (ii) receive and retain any and
all regular cash dividends  made or payable on or in respect of the  Collateral.
Any such  distributions  received  by the  Borrower  shall be held in trust  for
Secured  Party and shall be delivered to Secured Party within five calendar days
of the Borrower's  receipt  thereof absent the occurrence and  continuance of an
Event of Default and subject to the following sentence. Notwithstanding anything
to the contrary in the  foregoing,  any and all special or  liquidating or other
dividends,  and other  distributions of securities or other assets or properties
made on or in respect of or received in exchange  for  Collateral  (whether as a
result of a  distribution,  redemption,  conversion,  exchange,  stock dividend,
spin-off, subdivision, combination, reclassification,  recapitalization, merger,
consolidation,  dissolution  or  otherwise)  shall  be and  become  part  of the
Collateral,  and,  if  received  by  Borrower,  shall be held in trust for,  and
delivered immediately to, Secured Party (accompanied by appropriate stock powers
or other appropriate assignment documentation) to be held as Collateral pursuant
hereto.

            (b) So long as no  Event  of  Default  shall  have  occurred  and be
continuing,  Secured  Party  shall,  promptly  following  receipt of any request
therefor  from  Borrower,  execute  and  deliver  (or cause to be  executed  and
delivered) to Borrower all such proxies,  powers of attorney,  dividend  orders,
conversion  elections and other  instruments as Borrower  reasonably may request
for the  purpose of  enabling  Borrower  to  exercise  the  voting,  consensual,
conversion and other rights and powers entitled to be exercised by Borrower with
respect to the Collateral.



                                      -2-
<PAGE>

            (c) If any Event of Default shall have  occurred and be  continuing,
without limiting the other rights of Secured Party  hereunder,  Secured Party or
its nominee may, upon notice to Borrower, exercise any or all voting, consensual
and other rights (including,  without limitation,  the right to exercise any and
all rights of conversion, exchange, subscription or any other rights, privileges
or options)  pertaining  to any and all of the  Collateral,  and (whether or not
Secured Party also is electing to exercise any such rights  itself) may prohibit
Borrower from  exercising the same, and shall have the right,  without notice to
Borrower,  to receive and retain as  Collateral  and any and all  dividends  and
interest payments  (including  regular cash dividends and interest payments) and
distributions  made or payable on or in respect of the  Collateral as if Secured
Party were the absolute owner thereof.

         4.  Representations  and Warranties.  Borrower  represents and warrants
that the following  are true and correct on the date of this  Agreement and that
at all times while amounts under the Note are  outstanding the following will be
true and correct:  (a) all Collateral (i) is and will be owned  beneficially and
(except as  provided in Section 2) of record  solely by  Borrower  with good and
marketable  title thereto,  (ii) is and will be owned by Borrower free and clear
of any and all liens, charges, security interests or encumbrances (collectively,
a "Lien") other than the Lien granted  hereunder,  and (iii) is and will be free
from any  restriction  with  respect  to (A) its pledge to  Secured  Party,  (B)
subject to compliance with applicable  securities laws, its  transferability  by
Borrower (or by Secured  Party as pledgee) and (C) subject to the  Stockholders'
Agreement,  the right of Borrower (or Secured Party,  as and if permitted  under
this  Agreement) to exercise any and all rights which such  Collateral  may have
from time to time with respect to voting, consents, dividends and conversion and
any right to receive  interest and principal  payments;  and (b) the Shares have
been duly and validly assigned and transferred as Collateral to Secured Party.

         5.  Covenants.  Borrower  covenants  and agrees that  Borrower will not
directly or  indirectly  (other  than  pursuant  to this  Agreement):  (a) make,
create,  incur,  assume  or permit  to exist  any Lien of any  nature  in, to or
against any part of the Collateral; (b) assign, pledge or in any way transfer or
encumber  Borrower's  right to  receive  any  income  or other  distribution  or
proceeds  from any part of the  Collateral;  (c)  other  than the  Stockholders'
Agreement,  enter  into any  shareholders'  agreement,  voting  trust or similar
agreement or arrangement,  or any amendment  thereto or waiver  thereof,  or any
other   restriction   or  limitation  in  any  way   respecting   assignability,
transferability or any voting,  dividend,  distribution or other ownership right
with respect to any of the  Collateral  unless  Secured Party is a signing party
thereto;  or (d)  offer  or agree to do or cause  or  assist  the  inception  or
continuation of any of the foregoing.

         6. Further  Assurances;  Power of  Attorney.  On the request of Secured
Party,  Borrower shall execute and deliver or cause to be executed and delivered
to Secured Party such documents and instruments respecting the Collateral as may
be necessary or desirable  for Secured  Party to evidence,  confirm,  perfect or
protect its  interests in the  Collateral  and to enforce its rights  hereunder.
Secured  Party is authorized  to file without  Borrower's  signature one or more
financing, modification and continuation statements regarding the Collateral, to
sign any such  statement  on behalf of  Borrower  if  Secured  Party  deems such
signature   necessary  or  desirable  under   applicable  law,  and  to  file  a
photographic  or  other   reproduction  of  this  Agreement  or  any  financing,
modification



                                      -3-
<PAGE>

or continuation statement as a financing, modification or continuation statement
in Secured Party's discretion. Secured Party has no liability for any failure to
file or mistake in filing of any such document.  If Borrower fails to satisfy or
perform  any of its  obligations  under  this  Agreement,  Secured  Party in its
discretion may effect such  performance.  Borrower hereby  irrevocably  appoints
Secured  Party,  which  shall have full  power of  substitution,  as  Borrower's
attorney-in-fact and proxy, with full power and authority in the place and stead
of  Borrower  and in the name of  Borrower  or  otherwise,  from time to time in
Secured Party's discretion, after the occurrence of an Event of Default, to take
any action and to execute any instrument  (including,  without  limitation,  any
stock power or other appropriate  instrument of transfer) that Secured Party may
deem necessary or advisable to accomplish the foregoing and the purposes of this
Agreement,  which appointment is coupled with an interest and shall survive,  to
the maximum  extent then  permitted  by law,  Borrower's  death,  incapacity  or
bankruptcy.  Borrower  covenants  and agrees to defend  Secured  Party's  right,
title,  special  property  and first  priority  security  interest in and to the
Collateral  against the claims of any person or entity by timely and  diligently
contesting such claims in good faith by appropriate legal proceedings.

         7.  Reasonable  Care,  Etc.  Secured  Party  shall  be  deemed  to have
exercised  reasonable care in the custody and  preservation of Collateral in its
possession if the Collateral is accorded treatment  substantially  equal to that
which  Secured   Party   accords  its  own   property.   Secured  Party  has  no
responsibility  for (i)  ascertaining  or taking  action with  respect to calls,
exercises of rights or options, conversions, exchanges, redemptions, payments on
maturity (by acceleration or otherwise) tenders or other matters relative to any
Collateral,  whether or not Secured Party has or is deemed to have  knowledge of
such matters or an interest in such matters,  (ii) taking any necessary steps to
preserve  rights  against any parties  with respect to any  Collateral  or (iii)
other  than as  provided  in  Section  2,  notifying  Borrower  as to any matter
pertaining  to the  Collateral  or  pertaining  to any issuer of any  securities
included as Collateral.

         8. Remedies  Upon Default.  (a) If any Event of Default shall occur and
be continuing,  Secured Party shall have all of the rights and remedies provided
to a secured  party by the FLAUCC and other  applicable  laws as in effect  from
time to time.  Borrower agrees that (1) to the maximum extent  permitted by law,
Secured  Party may apply and  retain the  Collateral  (to the extent of its fair
market value (which, if there is no trading market for the Collateral,  shall be
determined in good faith by Secured  Party,  taking into account the most recent
appraisal  of the value of a share of  DRYCLEAN  USA,  Inc.  Common  Stock  that
DRYCLEAN USA, Inc. or Secured Party may have obtained) at the time Secured Party
declares  the  Note to be,  or the  Note  otherwise  becomes,  due and  payable)
(whether at maturity,  by  acceleration or otherwise) and apply such fair market
value  against  amounts due under the Note and (2) Secured  Party may  otherwise
pursue  such  remedies  as are  available  to Secured  Party at law or in equity
including,  without limitation,  under the FLAUCC, without either election being
of remedies  (should it be determined that Secured Party's choice is improper it
may pursue another  remedy.  No notice to Borrower of any action  proposed to be
taken or taken need be given  unless  required by law and not  waivable.  In the
event that notice is necessary, written notice mailed to Borrower at the address
given on the first page hereof (or such other  address as  requested by Borrower
pursuant to notice given under Section 12 and received by Secured Party prior to
its giving such notice to Borrower) at least ten business days prior to the date
of public sale of  Collateral or prior to the date after which a private sale or
any other  disposition of Collateral  will be made shall  constitute



                                      -4-
<PAGE>

reasonable  notice,  but notice given in any other  reasonable  manner or at any
other reasonable time shall be sufficient.  Secured Party may apply the proceeds
of any such sale or  disposition  of  Collateral  (or other  monies  received in
respect of Collateral) to the  satisfaction of its reasonable  attorneys'  fees,
legal expenses and other  reasonable  costs and expenses  incurred in connection
with its retaking,  holding, preparing for sale, and selling of Collateral prior
to applying  same to the payment of amounts under the Note (which may be in such
order as Secured Party may elect). Without precluding any other methods of sale,
the sale of the  Collateral  shall have been made in a  commercially  reasonable
manner if  conducted  in  conformity  with  reasonable  commercial  practices of
disposing of similar collateral, but in any event Secured Party may sell, at its
option,  on such terms as it may choose  without  assuming  any credit  risk and
without any  obligation to advertise.  Secured Party shall not be liable for any
insufficiency  of the proceeds of any sale of any Collateral to satisfy  amounts
under  the  Note in  full,  and  Borrower  shall  remain  liable  for  any  such
deficiency.

            (b)  Secured  Party  shall  have the  right  to sell the  Collateral
hereunder by any commercially reasonable method. Without limiting the generality
of the foregoing,  Borrower  specifically  agrees that the methods  described in
this Section are commercially reasonable methods for the sale of securities held
as Collateral. Borrower recognizes that Secured Party may not be able to, or may
determine  not  to,  effect  an  immediate  public  sale  of any or all of  such
securities  and may elect to sell the  securities  over a period of time  and/or
resort to one or more private sales thereof,  which may result in prices, and be
on other terms,  less  favorable to Borrower than if such sale were  immediately
made in a public sale. If, at the time of sale,  Secured Party  determines  that
there may be a question  as to whether  the  securities  may be sold in a public
market,  Secured Party,  in its sole  discretion at the time of any such sale or
proposed  sale, may restrict the  prospective  bidders or purchasers as to their
number,  nature  and  investment  intention  (including,   among  other  things,
requiring  that  the  persons  making,  or  proposing  to make,  such  purchases
represent  and  agree,  to the  satisfaction  of  Secured  Party,  that they are
"accredited  investors"  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act") and applicable Securities and Exchange Commission rules and/or
satisfy such additional or other criteria as Secured Party may require, and that
they are purchasing the securities for their own account, for investment and not
with a view toward the distribution or resale of any thereof in violation of the
Securities  Act).  Secured Party may also sell such securities from time to time
in limited quantities over a period of time. Any sale may be made in one lot, as
an entirety or in separate parcels, even if such sale is made at a discount from
the  then  current  market  price  of  the  securities  and  regardless  of  the
availability of paragraph (k) of Rule 144  promulgated  under the Act or another
exemption  from  the  registration  provisions  of  the  Securities  Act  or the
availability  of an  effective  and  current  registration  statement  under the
Securities  Act covering  such actual or proposed  sale.  Secured Party may also
restrict  potential  purchasers  in order not to  jeopardize  its election to be
taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986,
as amended,  and require any purchaser to execute a counterpart or Secured Party
may  purchase  the  Collateral  under any  shareholder's  similar  agreement  or
arrangement  to which  Secured Party and Borrower may then be a party and retain
and apply the proceeds  thereof against amounts due under the Note. Any sale may
be consummated notwithstanding that, after entering into such agreement of sale,
the obligation under the Note may have been fully paid and satisfied.



                                      -5-
<PAGE>

            (c) Secured Party may arrange for the sale of the Collateral, or any
part thereof  (determined in its  discretion),  in one or more public or private
sales, for cash, upon credit or for future delivery, at such price or prices, at
such  time or times  and by  delivering  such  certificates  (without  regard to
Borrower's holding period under the Securities Act or for tax or other purposes,
or as to any actual or relative tax or other basis therein,  or the tax or other
consequences  thereof) as Secured Party shall determine in its sole  discretion.
Secured  Party shall incur no liability in case any proposed sale fails to occur
(due to the failure of such  purchaser  to pay for the  Collateral  so sold,  or
otherwise)  and, in case of any such failure,  Borrower shall not be relieved of
any  obligations  under the Note or hereunder and such  Collateral  may again be
sold under and pursuant to the provisions of this Agreement.

            (d) To the maximum extent permitted by applicable law, Secured Party
may (i) be the purchaser of any or all of the  Collateral so sold, or (ii) apply
and retain the  Collateral  as a partial or full  offset,  at their fair  market
value (as determined  under Section 8(a)) against amounts due under the Note and
the purchase price thereof may be applied as a credit against  amounts due under
the Note, and, in either case, thereafter hold the same,  absolutely,  free from
any right or claim of whatsoever kind.

            (e) Secured  Party shall not be obligated to make or direct any sale
of Collateral  regardless of notice of sale having been given. Secured Party may
postpone,  adjourn or direct the  adjournment of any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.  Notwithstanding  anything to the contrary in this  Section,  Secured
Party shall have no duty or obligation to exercise any of the aforesaid  rights,
privileges or options,  and shall not be responsible for any failure to do so or
delay in so doing.

         9. Certain  Acknowledgments  and  Waivers.  Borrower  acknowledges  and
agrees that the rights, powers, privileges, remedies and interests granted to or
conferred upon Secured Party by this Agreement,  the Note and applicable law are
purely  discretionary  and shall not, and shall not be deemed or  construed  to,
impose  upon  Secured  Party  any duty or  other  obligation  (unless  otherwise
expressly so provided in this  Agreement or the Note) to (a) sell,  foreclose or
otherwise  realize upon any Collateral,  (b) protect or preserve any Collateral,
(c) perform or satisfy any obligation  under or respecting any Collateral or any
person or entity,  (d) mitigate or otherwise reduce any damage or other loss, or
(e) otherwise exercise or enforce any such right,  power,  privilege,  remedy or
interest. Any sale, foreclosure or other realization upon any Collateral, or any
other  exercise or enforcement of any such right,  power,  privilege,  remedy or
interest,  if  undertaken by Secured  Party in its  discretion,  may be delayed,
discontinued  or otherwise  not pursued or exhausted  for any reason  whatsoever
(whether  intentionally  or otherwise).  Without  limiting the generality of the
foregoing,  to the extent waiver is not limited under  applicable law,  Borrower
hereby  expressly  waives  each and every  claim or  defense,  and  agrees  that
Borrower will not assert or pursue (by action, suit,  counterclaim or otherwise)
any claim or defense,  respecting  (i) any  settlement  or  compromise  with any
obligor or other third party under any  account  receivable,  note,  instrument,
agreement,   document  or  general   intangible   included  in  the  Collateral,
irrespective  of any reduction in the  potential  proceeds  therefrom,  (ii) the
selection or order of disposition  of any Collateral  (which may be at random or
in any order  Secured  Party may  select in its sole and  absolute  discretion),
(iii) the  private  sale of any  Collateral,  whether or



                                      -6-
<PAGE>

not any public market exists,  (iv) the  application and retention of Collateral
as a partial or full  offset,  at their fair market value (as  determined  under
Section  8(a)) against  amounts due under the Note,  (v) the choice or timing of
any sale date as to any  Collateral  (which Secured Party may select in its sole
and absolute discretion), irrespective of whether greater sale proceeds would be
realizable on a different sale date,  (vi) the adequacy of the sale price of any
Collateral,  (vii) any  insufficiency  of any such proceeds to fully satisfy the
Borrower's  obligations under the Note, (viii) any sale of any Collateral to the
first  person  to  receive  an offer or make a bid,  (ix) the  selection  of any
purchaser  of any  Collateral,  or (ix)  any  default  by any  purchaser  of any
Collateral.  To the maximum extent permitted by applicable law,  Borrower hereby
expressly  waives the  applicability  of any and all applicable laws that are or
may be in conflict with the terms and  provisions of this Agreement and the Note
now or at any time in the  future  to the  extent  waiver is not  limited  under
applicable law, including (without limitation) those pertaining to notice (other
than notices required by this Agreement or the Note, appraisal, valuation, stay,
extension, moratorium, marshaling of assets, exemption and equity of redemption;
provided,  however,  that the preceding provision is not intended to confer upon
Secured Party any right,  power,  privilege,  remedy or interest not permissible
under  applicable law  notwithstanding  the foregoing  waivers.  Neither Secured
Party nor any of its  representatives  shall incur any  liability in  connection
with any sale of or other action taken  respecting  any Collateral in accordance
with the provisions of this Agreement, the Note or applicable law.

         10.  Release of  Collateral.  Promptly  following  the written  request
therefor from Borrower  following payment in full to Secured Party of the entire
principal  amount,  all  accrued  but  unpaid  interest  and all  other  amounts
outstanding  under the Note and this Agreement,  and Secured Party shall release
from the security  interest  granted  hereunder  and shall return to Borrower or
other party  entitled  thereto  pursuant to any agreement to which  Borrower and
Secured  Party may be a party (and shall  execute  and deliver to  Borrower,  at
Borrower's  expense and without  recourse to Secured  Party,  the  documentation
reasonably  requested by Borrower to effect such release) all of the  Collateral
held hereunder by Secured Party on the date of such request.

         11.  Expenses.  Following  an Event of  Default,  Borrower  will pay to
Secured  Party,  on  demand,  all  reasonable  costs  and  expenses   (including
reasonable  attorneys'  fees and expenses  incurred by Secured Party) related or
incidental  to the care,  holding,  retaking,  preparing  for sale,  selling  or
collection  of or  realization  upon  any  of  the  Collateral  or  relating  or
incidental to the  establishment  or preserving or  enforcement of the rights of
Secured Party hereunder or in respect of any of the Collateral.

         12. Notices. All notices and other communications required or permitted
to be  given  pursuant  to this  Agreement  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:



                                      -7-
<PAGE>



                (a)        If to Borrower:

                           Alan I. Greenstein
                           3738 Gulfstream Way
                           Davie, Florida 33026

                (b)        If to Secured Party:

                           Michael S. Steiner
                           290 N.E. 68th Street
                           Miami, Florida 33138

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

         13. Governing Law. This Agreement shall be governed by and construed 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).

         14. Consent to Jurisdiction; Venue. Borrower 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 Lender  and  Borrower  under  this  Security  Agreement,  without,  however,
depriving the Lender of the right,  in the Lender's  discretion,  to commence or
participate  in any action,  suit or proceeding in any other court having proper
jurisdiction  and venue over  Borrower  relating to this  Security  Agreement or
otherwise.  In any dispute with the Lender,  Borrower will not raise, and hereby
expressly waives, any objection or defense to any such jurisdiction and venue as
an  inconvenient  forum.  Borrower  further agrees that any action or proceeding
brought by Borrower  against the Lender under this 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.

         15.  Amendments,  Etc. No amendment or waiver of any  provision of this
Agreement,  nor  consent  to any  departure  herefrom,  shall  in any  event  be
effective  unless  the same  shall be in  writing  and signed by the party to be
charged (in the case of an amendment,  by both parties), and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

         16.  Severability.  The provisions of this Agreement are intended to be
severable.  If for any reason any  provisions  of this  Agreement  shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or   unenforceability   without  in  any  manner   affecting   the  validity  or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.



                                      -8-
<PAGE>

         17. Successors and Assigns. This Agreement shall be binding on Borrower
and  Borrower's  estate,  heirs,  legal  representatives,   successors  and  any
permitted  assigns and shall  inure to the benefit of Secured  Party and Secured
Party's estate,  heirs, legal  representatives,  successors and assigns,  except
that Borrower may not delegate any obligations hereunder. This Agreement may not
be assigned by the Borrower.  Secured Party may assign this  Agreement  (and may
assign and/or deliver to any such assignee any of the Collateral)  and/or any of
its rights and powers  hereunder,  with all or any of the Note and, in the event
of such  assignment,  the assignee shall have the same rights and remedies as if
originally  named herein or therein in the place of Secured  Party,  and Secured
Party shall be thereafter fully discharged from all responsibility  with respect
to such agreements and any such Collateral assigned and/or delivered.

         18. Section  Headings.  The section and other  headings  herein are for
convenience   of  reference   only,   and  shall  not  affect  in  any  way  the
interpretation of any of the provisions hereof.  References in this Agreement to
sections or schedules are to those of this Agreement, unless otherwise stated.

         19. Jury Trial Waiver.  Borrower  waives any right Borrower may have to
jury trial.

BORROWER:                                         Residence Address of Borrower:

                                                         3738 Gulfstream Way
                                                 -------------------------------

---------------------------                              Davie, Florida 33026
Alan I. Greenstein                               -------------------------------


AGREED AND ACCEPTED:

SECURED PARTY

                                              Business Address of Secured Party

                                                     290 N. E. 68th Street
                                            ------------------------------------

---------------------------                          Miami, Florida 33138
William K. Steiner                          ------------------------------------



                                      -9-

</TEXT>
</DOCUMENT>
