<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex3c-sc13da_msteiner.txt
<DESCRIPTION>EXHIBIT 3(C)
<TEXT>
                                                                    EXHIBIT 3(c)


                                INVESTMENT LETTER

                                                               December 28, 2004

DRYCLEAN USA, Inc.                            Mr. Alan I. Greenstein
290 N.E. 68th Street                          3738 Gulfstream Way
Miami, Florida 33138                          Davie, Florida 33026



         The  undersigned  hereby agrees to reacquire from you 250,000 shares of
Common Stock, $.025 par value per share (the "Reacquired  Shares"),  of DRYCLEAN
USA, Inc. (the  "Company") in  consideration  for a reduction by $362,500 ($1.45
per Reacquired Share) in the principal amount of that certain Promissory Note in
the original  principal amount of $ 737,500.00  issued by you to the undersigned
on July 22, 2004. The Promissory Note is secured by the Reacquired Shares and an
additional  500,000 shares of the Company's  Common Stock pursuant to a Security
Agreement dated July 22, 2004 between the undersigned and you. As a result,  the
principal  amount  of the  Promissory  Note has been  reduced  to  $375,000  and
Reacquired  Shares are hereby released from the lien created under such Security
Agreement  (reducing the number of shares of the Company's  Common Stock subject
to such lien to 500,000  shares).  Except  therefor,  such  Promissory  Note and
Security  Agreement  remain  in full  force  and  effect  without  amendment  or
modification.

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

         (a) None of the Reacquired  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 his  reacquisition  of the
Reacquired 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  President,  a director  and a principal
stockholder of the Company since November 1, 1998.

         (c) The undersigned has reviewed all of the Company's  filings with the
Securities  and Exchange  Commission  as the  undersigned  has deemed  necessary
including,  without limitation, the Company's Annual Report on Form 10-K for the
year ended June 30, 2004,  Quarterly  Report on Form 10-Q for the quarter  ended
September 30, 2004,  all Current  Reports on Form 8-K filed by the Company since
July 1, 2004 and the Proxy  Statement used in connection with the Company's 2004
Annual Meeting of Stockholders. The undersigned has analyzed the risks attendant
to an investment in the Reacquired Shares and has made his decision to reacquire
the  Reacquired  Shares  based on his own  analysis of the  Company's  business,
financial condition,  results of operations and prospects without representation
or warranty with respect thereto from either you or the Company. The undersigned
understands that his investment in the Reacquired  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  him to  utilize  the  information  made
available to him in

<PAGE>

connection  with his  reacquisition  of the  Reacquired  Shares to evaluate  the
merits  and  risks of an  investment  in the  Reacquired  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).

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

         (g) The  undersigned  may be required to bear the economic  risk of the
investment  indefinitely  because  none of the  Reacquired  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
Reacquired  Shares under the  Securities  Act or any state  securities  law. Any
resale of the Reacquired  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 Reacquired  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 Reacquired  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 Reacquired Shares (and other shares of the
Company's Common Stock owned by the  undersigned)  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 Reacquired  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
Reacquired  Shares to the effect that such shares of Common  Stock have not been
registered under the Securities Act or


                                      -2-
<PAGE>


         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 Reacquired Shares.

                                       Very truly yours,

                                       /s/ Michael S. Steiner
                                       -----------------------
                                       Michael S. Steiner

AGREED:


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







                                      -3-
<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.
</TEXT>
</DOCUMENT>
