<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>ex4c-sc13da_msteiner.txt
<DESCRIPTION>EX-4(C); AMNDED & RSTD STKHLDRS AGMNT
<TEXT>
                                                                    EXHIBIT 4(c)


                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT

         This Amended and Restated Stockholders  Agreement (this "Agreement") is
made as of December 6, 2005 (this  "Agreement")  by and among Alan I. Greenstein
and Cindy B.  Greenstein  (together  with any  transferee  to whom they transfer
Shares,  as  hereinafter  defined,  to the extent of the Shares so  transferred,
collectively, the "Greenstein Stockholders"),  Michael S. Steiner and William K.
Steiner (the "Steiner  Family" and together with any  transferees to whom any of
them transfers Shares to the extent of the Shares so transferred,  collectively,
the "Steiner Family Stockholders"). Each of the Greenstein Stockholders with the
Steiner Family Stockholders are individually  referred to as a "Stockholder" and
collectively referred to as the "Stockholders".

                               W I T N E S S E T H

         WHEREAS, Alan I. Greenstein,  Michael S. Steiner and William K. Steiner
entered into a Stockholders  Agreement  dated as of July 22, 2004 (the "Original
Stockholders Agreement"),  which was amended on December 28, 2004 (as so amended
to date,  the "Existing  Stockholders  Agreement"),  regarding the voting of the
shares of Common Stock,  par value of $.025 per share of DRYCLEAN  USA,  Inc., a
Delaware corporation (the "Company"), owned of record by them; and

         WHEREAS, since the date of the Original Stockholders Agreement,  Alan I
Greenstein has transferred  250,000 of such shares to each of Michael S. Steiner
and William K.  Steiner and  proposes to transfer to each of Michael S.  Steiner
and William K. Steiner an additional  258,620 of such shares in consideration of
the satisfaction of the obligations incurred by Alan I. Greenstein in connection
with the acquisition of such shares; and

         WHEREAS, Alan I. Greenstein proposes to transfer 482,760 of such shares
to Cindy B. Greenstein; and

         WHEREAS,  pursuant to the  Existing  Stockholders  Agreement,  Cindy B.
Greenstein,  as a  Greenstein  Stockholder,  is to become bound by the terms and
provisions of the Existing Stockholders Agreement; and

         WHEREAS,  it is a  condition  to the  acceptance  by each of Michael S.
Steiner and William K. Steiner of such 258,620 shares,  in consideration for the
satisfaction of the obligations incurred by Alan I. Greenstein to them, that the
provisions  regarding  the voting  obligations  under the Existing  Stockholders
Agreement be amended; and

         WHEREAS,  as a result of the transfers  heretofore made and proposed to
be made, Michael S. Steiner, William K. Steiner and Cindy B. Greenstein will own
of record 2,019,097,  2,019,097 and 482,760 Shares,  respectively  (collectively
the "Shares"), which Shares shall be subject to this Agreement; and

         WHEREAS,  the Stockholders believe it is in their mutual best interests
to vote  together  with  respect to the  election of  directors  to serve as the
Company's  Board of  Directors


<PAGE>

(the "Board") in the manner set forth in this  Agreement  and to effectuate  the
other purposes of this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  covenants and agreements set forth herein,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Stockholders hereby agree as follows:

         1. Agreement to be Bound.  Cindy B. Greenstein agrees to become a party
to this  Agreement  and shall be fully  bound by,  and  subject  to,  all of the
covenants,  terms and conditions of this Agreement,  shall be entitled to all of
the benefits of this  Agreement and shall be deemed a  "Greenstein  Stockholder"
for all purposes of this Agreement.

         2. Confirmation of Status of Certain Shares.  The parties confirm that,
for all purposes of this Agreement,  the Shares  heretofore  transferred and the
Shares  proposed to be  transferred to Michael S. Steiner and William K. Steiner
by Alan I.  Greenstein are and shall be treated  (together with the other shares
owned of record by them) as Shares owned by the Steiner Family  Stockholders and
the Shares being  transferred to Cindy B. Greenstein by Alan I. Greenstein shall
be treated as Shares owned by the Greenstein Family Stockholders; and

         3. Agreement to Vote.  Except to the extent  otherwise agreed from time
to time by each of (a) the  holders  of a  majority  of the  Shares  held by the
Greenstein  Stockholders and (b) the holders of a majority of the Shares held by
the Steiner Family Stockholders,  each Stockholder  covenants and agrees to vote
(in person or by proxy),  at all  meetings  of the  stockholders  of the Company
however  called  and with  regard to  actions  proposed  to be taken by  written
consent of the  stockholders  of the Company at any time during the term of this
Agreement  with regard to the election of directors,  all of the Shares in favor
of the election as directors of the Company of such designees as may be selected
of the Steiner  Family  Stockholders.  Should any designee of the Steiner Family
Stockholders resign,  determine not to seek re-election to the Board, be removed
from office, die, become incapacitated or otherwise cease to serve on the Board,
and  should  such  designee  not be  replaced  by  the  Board  with  a  designee
recommended  to the Board by the  Steiner  Family  Stockholders,  or should such
designee's term of office expire, the Stockholders agree to take all such action
as may be permitted under the Company's  Certificate of Incorporation or By-laws
and laws of its state of  incorporation  to  promptly  call a  special  or other
meeting of stockholders  of the Company and vote, or execute a written  consent,
to elect as the  successor to such former  director a person  designated  by the
holders of a majority of the Shares held by the Steiner Family Stockholders.

         The ability of the Steiner Family Stockholders to designate one or more
directors  is a right and not an  obligation  and such right may be exercised at
any time during the term of this Agreement.

         For avoidance of doubt,  it is agreed and understood that any shares of
Common Stock of the Company (other than the Shares) which a party hereto owns in
street name (or may in the future acquire of record or in street name) shall not
(unless  agreed to in  writing  by the party to be  charged)  be subject to this
Agreement.

                                      -2-
<PAGE>

         4.  Stockholders'  Representations.  Each  Stockholder  represents  and
warrants to each other Stockholder that,  immediately  following the transfer of
the Shares as reflected in the preambles to this Agreement:  (a) the Stockholder
will be the sole record and  beneficial  owner,  with sole voting power,  of the
Shares  owned as  reflected  in the fifth  preamble to this  Agreement;  (b) the
Stockholder  possesses full power and authority to enter into this Agreement and
carry out such Stockholder's obligations under this Agreement; (c) the execution
and delivery of this  Agreement  does not,  and carrying out such  Stockholder's
obligations  under  this  Agreement  will  not,  conflict  with or result in the
violation of any agreement,  judgment,  decree, law or regulation  applicable to
the  Stockholder;  and (d) other than this  Agreement,  there are no outstanding
rights or  obligations  granted by the  Stockholder  relating to the  ownership,
voting or disposition of any of the Shares.

         5. Parties Bound.  This Agreement shall inure to the benefit of, and be
binding  upon,  the  parties  hereto  and  their  respective   heirs,   personal
representatives,  successors  and  permitted  assigns.  Nothing  herein shall be
construed as otherwise  limiting a  Stockholder's  right to transfer his, her or
its Shares;  however it is a condition to any transfer of Shares by a Greenstein
Stockholder  that the  transferee  join in this  Agreement and agree to be bound
truly as a Greenstein  Stockholder.  All rights and authority  granted herein by
each Stockholder shall survive the death or incapacity of the Stockholder.

         6.  Legend.  The  stock  certificates   evidencing  Shares  held  by  a
Stockholder (and any Shares issued to transferees thereof to whom this Agreement
applies) shall, so long as this Agreement  pertains thereto,  bear the following
legend:

         "The shares  represented by this  certificate  are subject to
         the terms and conditions of a Stockholders Agreement dated as
         of July 22,  2004 by and among  certain  stockholders  of the
         Company (as same has been, and may be, amended,  modified, or
         restated  from time to  time),  a copy of which is on file at
         the principal office of the Company."

         7. Term.  This  Agreement  became  effective on July 22, 2004 and shall
terminate  on the earliest to occur of: (i) the date agreed to in writing by the
owners of record of a majority of the Shares,  and (ii) the  liquidation  of the
Company or the Company's merger with, or sale of substantially all of its assets
to, or another  change in  control  transaction  with,  another  entity  that is
approved by the Board of Directors,  following  which  transaction  or series of
transactions the stockholders of the Company  immediately  prior to the first of
such  transactions do not own more than 50% of the  outstanding  voting power of
the resulting entity at the effective date of the last of such transactions.

         8.  Availability of Equitable  Remedies.  The Stockholders  acknowledge
that a breach of the provisions of this Agreement by any Stockholder would cause
irrevocable  injury  to the other  Stockholders  and  could  not  adequately  be
compensated by money damages.  Accordingly,  a Stockholder shall be entitled, in
addition  to any  other  right or  remedy  available  to him,  her or it,  to an
injunction  restraining a breach or a threatened breach of this Agreement and to
specific  performance  of any such provision of this  Agreement,  in either case
without bond or other security,  and the Stockholders  will not take any action,
directly or indirectly, in opposition


                                      -3-
<PAGE>

to the moving party  seeking such relief on the grounds that any other remedy or
relief is available at law or in equity.

         9.  Governing Law,  Consent to Service of Process,  etc. This Agreement
shall be governed and  interpreted  in accordance  with the laws of the State of
Delaware,  without regard to the conflict of laws principles  thereof that would
defer to the laws of another jurisdiction or the actual domiciles of the parties
hereto.).

         The parties  hereby  consent  and agree 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 them under this Agreement.
No party shall raise, and each party hereby expressly  waives,  any objection or
defense to any such jurisdiction and venue as an inconvenient  forum. Each party
further agrees that any action or proceeding  brought under this 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. Each party 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 Agreement.

         In any action,  suit or  proceeding  in any  jurisdiction  brought with
respect to this Agreement, each party waives trial by jury.

         10. Notices.  All notices,  requests,  demands and other communications
which are required to be or which may be given under this Agreement  shall be in
writing  and shall be deemed to have been duly given when  delivered  in person,
the scheduled business day of delivery if sent by Express Mail, Federal Express,
other overnight delivery service or five business days after mailed if mailed by
certified or registered first class mail return receipt  requested,  in any such
case with delivery charges prepaid, to the party to whom the same is so given or
made, at the following  addresses (or such other address as shall be provided by
notice given in accordance with this Section 10 by the party whose address is to
be changed):

                (a)     If to a member of the Steiner Family:
                        c/o Steiner-Atlantic Corp.
                        290 N.E. 68th Street
                        Miami, Florida 33138-5567
                        Attention: Michael S. Steiner

                (b)     If to a member of the Greenstein Stockholders:
                        c/o Cindy B. Greenstein
                        1031 S.W. 156 Avenue
                        Pembroke Pines, Florida 33027

         11. Amendments.  This Agreement and any term hereof may not be amended,
changed,  discharged or terminated  except by an instrument in writing signed by
the original signatories of this Amended and Restated Stockholders Agreement who
continues to be a Stockholder.



                                      -4-
<PAGE>

         12. Waivers.  The failure of a party to insist upon strict adherence to
any term or provision of this  Agreement on any occasion shall not be considered
a waiver,  or deprive  the party of the right  thereafter  to insist upon strict
adherence  to that term or  provision  or any other  term or  provision  of this
Agreement. Any waiver must be in writing and be duly executed by the party to be
charged.

         13.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts and by the different parties hereto on separate counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         14.  Headings.  The  headings  in this  Agreement  are for  purposes of
reference only and shall not be considered in construing this Agreement.

         15. Entire Agreement.  This Agreement contains the entire understanding
of the parties herein,  and supersedes all prior discussions and  understandings
of the parties hereto, respecting the subject matter hereof.

         16. Severability. If any provision of this Agreement or the application
of any  provision  to any  person or  circumstance  shall be held  invalid,  the
remainder of this Agreement,  or the application of that provision to persons or
circumstances  other than those which it is held invalid,  shall not be affected
thereby.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement.

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


                                       /s/ William K. Steiner
                                       ----------------------------
                                       William K. Steiner


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


                                       /s/ Cindy B. Greenstein
                                       ----------------------------
                                       Cindy B. Greenstein





                                      -5-
</TEXT>
</DOCUMENT>
