<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex3b-sc13da_msteiner.txt
<DESCRIPTION>EXHIBIT 3(B)
<TEXT>

                                                                    Exhibit 3(b)

                                INVESTMENT LETTER

                                                                   July 22, 2004

DRYCLEAN USA, Inc.                         Mr. Michael S. Steiner
290 N.E. 68th Street                       290 N.E. 68th Street
Miami, Florida 33138                       Miami, Florida 33138



         The undersigned hereby agrees to purchase 750,000 shares of Common
Stock, $.025 par value per share (the "Shares"), of DRYCLEAN USA, Inc. (the
"Company") from Michael S. Steiner (the "Seller") for a purchase price of $
1,087,500.00. Of the purchase price, the undersigned is paying to the Seller $
350,000.00 by certified check contemporaneously herewith and is delivering to
the Seller a Promissory Note in the principal amount of $ 737,500.00 payable on
the first anniversary of the date hereof. The Promissory Note is secured by the
Shares pursuant to a Security Agreement dated the date hereof between the
undersigned and the Seller.

         As an inducement to the Seller to transfer the Shares and the Company
to effectuate the transfer, the undersigned hereby acknowledges, represents,
warrants and agrees as follows:

         (a) None of the Shares is currently being registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws. The undersigned understands that the purchase and sale of the
Shares hereunder is intended to be exempt from registration under the Securities
Act by virtue of Section 4(1) of the Securities Act based, in part, upon the
representations, warranties and agreements contained in this Investment Letter;

         (b) The undersigned has been Executive Vice President and Chief
Operating Officer of the Company since May 17, 2004.

         (c) The undersigned has reviewed all of the Company's filings with the
Securities and Exchange Commission as it deemed necessary including, without
limitation, the Company's Annual Report on Form 10-K for the year ended June 30,
2003, Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, all
Current Reports on Form 8-K filed by the Company since July 1, 2003 and Proxy
Statement used in connection with the Company's 2003 Annual Meeting of
Stockholders. The undersigned has analyzed the risks attendant to an investment
in the Shares and has made its decision to invest in the Shares based on its own
analysis of the Company's business, financial condition, results of operations
and prospects without representation or warranty with respect thereto from
either Mr. Steiner or the Company. The undersigned understands that its
investment in the Shares involves a high degree of risk.

         (d) The undersigned has such knowledge and experience in financial, tax
and business matters so as to enable it to utilize the information made
available to it in connection with its purchase of the Shares to evaluate the
merits and risks of an investment in the Shares and to make an informed
investment decision with respect thereto;

         (e) The undersigned is an "accredited investor", as that term is
defined in Rule 501(a) of Regulation D of the Securities Act (such definition is
provided on Exhibit A annexed hereto).


<PAGE>

         (f) The undersigned is acquiring the Shares solely for the
undersigned's own account for investment and not with a view to resale or
distribution of any of the Shares;

         (g) The undersigned may be required to bear the economic risk of the
investment indefinitely because none of the Shares may be sold, hypothecated or
otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from registration is
available. The Company is not obligated to register the shares under the
Securities Act or any state securities law. Any resale of the Shares can be made
only pursuant to (i) a Registration Statement under the Securities Act which is
effective and current at the time of sale or (ii) a specific exemption from the
registration requirements of the Securities Act. In claiming any such exemption,
the undersigned will, prior to any offer or sale or distribution of any Shares
advise the Company and, if requested, provide the Company with a favorable
written opinion of counsel, in form and substance satisfactory to counsel to the
Company, as to the applicability of such exemption to the proposed sale or
distribution;

         (h) The undersigned also understands that the exemption afforded by
Rule 144 promulgated by the Securities and Exchange Commission under the
Securities Act ("Rule 144") will not become available for at least one year from
the date of payment for the Shares and any sales in reliance on Rule 144, if
then available, can be made only in accordance with the terms and conditions of
that rule, including, among other things, a requirement that the Company then be
subject to, and current, in its periodic filing requirements under the
Securities Exchange Act of 1934 (the "Exchange Act") and, among other things, a
limitation on the amount of Shares that may be sold in specified time periods
and the manner in which the sale can be made; that, while the Company's Common
Stock is registered under the Exchange Act and the Company is presently subject
to the periodic reporting requirements of the Exchange Act, there can be no
assurance that the Company will remain subject to such reporting obligations or
current in its filing obligations; and that, in case Rule 144 is not applicable
to a disposition of the Shares, compliance with the registration provisions of
the Securities Act or some other exemption from such registration provisions
will be required; and

         (i) Legends shall be placed on the certificates evidencing the Shares
to the effect that such shares of Common Stock have not been registered under
the Securities Act or applicable state securities laws and appropriate notations
thereof will be made in the Company's stock books. Stop transfer instructions
will be placed with the transfer agent of the securities constituting the Stock.

                                       Very truly yours,

                                       /s/ Alan I. Greenstein
                                       -----------------------
                                       Alan I. Greenstein

                                       Social Security No: ###-##-####
                                       Address:  3738 Gulfstream Way
                                                 Davie, Florida 33026



                                      -2-
<PAGE>


                                    Exhibit A

         The term "accredited investor" refers to any person or entity who comes
within any of the following categories:

         1. Any bank as defined in Section 3(a)(2) of the Act or any savings and
loan  association or other  institution as defined in Section  3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; any broker or dealer
registered  pursuant to Section 15 of the  Securities  Exchange Act of 1934; any
insurance company as defined in Section 2(13) of the Act; any investment company
registered  under the Investment  Company Act of 1940 or a business  development
company as defined in Section  2(a)(48) of the  Investment  Company Act of 1940;
any Small  Business  Investment  Company  licensed  by the U.S.  Small  Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of  1958;  any  plan  established  and  maintained  by a  state,  its  political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of Title I of
the  Employment  Retirement  Income  Security  Act  of  1974  ("ERISA"),  if the
investment decision is made by a plan fiduciary,  as defined in Section 3(21) of
ERISA, which is either a bank, a saving and loan association,  insurance company
or  registered  investment  advisor,  or if the employee  benefit plan has total
assets in excess of $5,000,000,  or, if a  self-directed  plan,  with investment
decisions made solely by persons that are accredited investors;

         2. Any  private  business  development  company  as  defined in Section
202(a)(22) of the Investment Advisors Act of 1940;

         3. Any  organization  described  in Section  501(c)(3)  of the Internal
Revenue  Code,   corporation,   Massachusetts  or  similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

         4. Any director or executive officer of the Company;

         5. Any natural person whose  individual  net worth,  or joint net worth
with that person's spouse, at the time of his purchase, exceeds $1,000,000;

         6. Any  natural  person  who had an  individual  income  in  excess  of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

         7. Any trust,  with total assets in excess of $5,000,000 not formed for
the specific  purpose of acquiring the  securities  offered,  whose  purchase is
directed by a sophisticated person as described in Rule 506 of Regulation D; or

         8.  Any  entity  in  which  all of the  equity  owners  are  accredited
investors.
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</DOCUMENT>
