<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex3d-sc13da_msteiner.txt
<DESCRIPTION>EXHIBIT 3(D)
<TEXT>
                                                                    EXHIBIT 3(d)


                         INVESTMENT LETTER AND AGREEMENT

                                                                December 6, 2005

Mr. Alan I. Greenstein
1031 S.W. 156 Avenue
Penbrooke Pines, FL 33027


         On  November  8, 2005,  the  undersigned  advised  you that you were in
default under,  and demanded  repayment of, that certain  Promissory  Note dated
July 22, 2004 in favor of the  undersigned in the original  principal  amount of
$737,500 (the "Promissory  Note") pursuant to which you acquired an aggregate of
750,000  shares of Common Stock,  $.025 par value per share (the  "Shares"),  of
DRYCLEAN  USA,  Inc.  (the  "Company").  The Shares were  pledged to secure your
obligations  under  the  Promissory  Note  pursuant  to  that  certain  Security
Agreement dated July 22, 2004 from you in favor of the undersigned.  On December
28,  2004,  the  undersigned  agreed  to  reduce  the  principal  amount  of the
Promissory Note by $362,500 in consideration  for your return to the undersigned
of 250,000 of the Shares.  This will confirm our mutual  understanding  that the
undersigned  agrees to accept your offer to transfer to the  undersigned  all of
your right,  title and interest in and to 258,620 of the Shares (the "Reacquired
Shares") in consideration for the discharge of your remaining  obligations under
the Promissory Note, subject to the condition that, in the event the application
of such  Shares to your  obligations  under  the  Promissory  Note,  or any part
thereof,  at any time is rescinded or must  otherwise be restored or returned by
the  undersigned  upon  or  as  a  result  of  your  insolvency,  bankruptcy  or
reorganization, whether by order of any court, or otherwise, then the Promissory
Note and the security  interest granted pursuant to the Security  Agreement (and
the Security  Agreement  itself) shall each be reinstated  and shall continue to
apply with respect to all amounts rescinded, restored or returned, all as though
such payment or application had never been made.

         You acknowledge that the Reacquired Shares are "restricted securities,"
are not  registered for resale under the Securities Act of 1933, as amended (the
"Securities Act"), and, therefore,  may only be sold in a private placement to a
limited  number  of  qualified   purchasers  or  under  Rule  144  ("Rule  144")
promulgated  by the  Securities  and Exchange  Commission  (the "SEC") under the
Securities Act in limited quantities and otherwise in compliance with that Rule.
Furthermore,  the sale of a significant  quantity of the Reacquired  Shares in a
foreclosure,  private  placement  or  market  sale  could  only  be  made  at  a
significant  discount  from  market,  especially  since  they  represent  only a
minority  interest in the Company in which a majority of the outstanding  shares
of  Common  Stock  are  owned by two  related  stockholders.  In  addition,  the
Reacquired  Shares are  subject  to certain  voting  obligations  pursuant  to a
Stockholders  Agreement  to  which  you  are a  party  with  the  two  principal
stockholders of the Company.

         As an  inducement  to 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 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;


<PAGE>

         (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
SEC as the undersigned has deemed necessary including,  without limitation,  the
Company's Annual Report on Form 10-K for the year ended June 30, 2005, Quarterly
Report on Form 10-Q for the  quarter  ended  September  30,  2005,  all  Current
Reports  on Form 8-K  filed by the  Company  since  July 1,  2005 and the  Proxy
Statement  used  in  connection  with  the  Company's  2005  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 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 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

<PAGE>

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 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.
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</DOCUMENT>
