-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 I+ihpopLv8ybzscGf+7izUo79z6eo1woy5Jkpgh3bO7NcGJAkNOmvlq9GAtXjW8a
 8buuTwduBVXu6R7cSwew0w==

<SEC-DOCUMENT>0000910680-05-000758.txt : 20051207
<SEC-HEADER>0000910680-05-000758.hdr.sgml : 20051207
<ACCEPTANCE-DATETIME>20051207165636
ACCESSION NUMBER:		0000910680-05-000758
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20051207
DATE AS OF CHANGE:		20051207

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STEINER MICHAEL S
		CENTRAL INDEX KEY:			0001073255

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		3057544551

	MAIL ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STEINER MICHAEL S/
		DATE OF NAME CHANGE:	20000210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STEINER MICHAEL S
		DATE OF NAME CHANGE:	19981109

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DRYCLEAN USA INC
		CENTRAL INDEX KEY:			0000065312
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				112014231
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30014
		FILM NUMBER:		051249997

	BUSINESS ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138
		BUSINESS PHONE:		3057544551

	MAIL ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	METRO TEL CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da_msteiner120605.txt
<DESCRIPTION>AMENDMENT NO. 4
<TEXT>
CUSIP No. 262432-10-7
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 4)

                               DRYCLEAN USA, Inc.
                                (Name of Issuer)

                         Common Stock, par value $0.025
                         ------------------------------
                         (Title of Class of Securities)

                                  262432-10-7
                                  -----------
                                 (CUSIP Number)

                                Lloyd Frank, Esq.
                              Troutman Sanders LLP
                              405 Lexington Avenue
                            New York, New York 10174
                                  212-704-6000
           -----------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)


                                December 6, 2005
           -----------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)



If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss.240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the
following box [ ]


<PAGE>

CUSIP No.                               13D                    Page   of   Pages
- --------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Michael S. Steiner
- --------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
- --------------------------------------------------------------------------------
3.      SEC Use Only

- --------------------------------------------------------------------------------
4.      Source of Funds:

        PF
- --------------------------------------------------------------------------------
5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2(e) [   ]

- --------------------------------------------------------------------------------
6.      Citizenship or Place of Organization

        United States
- --------------------------------------------------------------------------------
                  7.      Sole Voting Power             100

Number of                 ------------------------------------------------------
Shares Bene-      8.      Shared Voting Power           4,520,954(1)
ficially Owned
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        2,059,597
Person With
                          ------------------------------------------------------
                  10.     Shared Dispositive Power       0

- --------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        4,521,054
- --------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

- --------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)  Excludes Certain
        Shares (See Instructions) [X]

        64.4%
- --------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
- --------------------------------------------------------------------------------

- ----------
(1) Includes 2,019,097 of the shares owned by the Reporting Person and 2,501,857
of the shares owned by others that are subject to a Stockholders Agreement with
the Reporting Person concerning, among other things, voting for the election of
directors, as a result of which the Reporting Person may be deemed to be the
beneficial owner of such shares with shared voting power.


                                      -2-
<PAGE>

CUSIP No. 262432-10-7
- --------------------------------------------------------------------------------

         This Amendment No. 4 ("Amendment No. 4") amends in their entirety Items
5, 6 and 7  contained  in the  Schedule  13D  filed on  November  9,  1998  (the
"Original Statement"),  as amended by Amendment No. 1 filed on January 20, 2000,
Amendment No. 2 filed on July 27, 2004 and Amendment No. 3 filed on December 29,
2004,  by  Michael S.  Steiner  (the  "Reporting  Person")  with  respect to the
Reporting  Person's  beneficial  ownership of Common Stock, $.025 par value (the
"Common  Stock"),  of DRYCLEAN USA, Inc.  (the "Issuer" or the  "Company").  The
Original Statement, as amended by Amendments Nos. 1, 2, and 3 and this Amendment
No. 4, is referred to collectively as the "Statement."

         Item 5   Interest in Securities of the Issuer

The following information is as at December 7, 2005:

(a) (i) Amount  Beneficially  Owned:  4,521,054.  Includes,  in  addition to 100
shares of the Issuer's  outstanding  Common Stock owned by the Reporting  Person
which are not subject to the Stockholders  Agreement discussed in Item 6 of this
Statement,  the following shares that are subject to the Stockholders Agreement:
(a) 2,019,097 (28.7%) of the Issuer's  outstanding  shares of Common Stock owned
by the  Reporting  Person,  (b) 2,019,097  (28.7 %) of the Issuer's  outstanding
shares of Common  Stock  owned by William K.  Steiner,  the  Reporting  Person's
father who does not reside in the Reporting Person's household,  and (c) 482,760
(6.9%) of the  Issuer's  outstanding  shares of Common  Stock  owned by Cindy B.
Greenstein  who has agreed to vote in the election of directors for designees of
the  Reporting  Person and William K. Steiner.  As a result of the  Stockholders
Agreement,  the  Reporting  Person  and  William K.  Steiner  are deemed to be a
"group,"  within the meaning of Rule 13d-5 under the Securities  Exchange Act of
1934 (the "Exchange Act"), and, therefore, the Reporting Person may be deemed to
be the beneficial owner within the meaning of Rule 13d-3 of the Exchange Act, of
all  of the  4,520,954  Shares  subject  to the  Stockholders  Agreement,  which
represent 64.4% of the Issuer's  7,024,450 shares of Common Stock outstanding as
of December 7, 2005.

    (ii)  Percent of Class:  64.4%  based on  7,024,450  shares of the  Issuer's
Common Stock outstanding on December 7, 2005.

(b) Number of shares to which such person has:

    (i) sole power to vote or to direct the vote - 100

    (ii) shared power to vote or to direct the vote - 4,520,954 (1)

    (iii) sole power to dispose or to direct the disposition of - 2,019,097

    (iv) shared power to dispose or to direct the disposition of - 0

(1) Includes 2,019,097 of the shares owned by the Reporting Person and 2,501,857
of the shares owned by others that are subject to a Stockholders  Agreement with
the Reporting Person concerning,  among other things, voting for the election of
directors,  as a result of which the  Reporting  Person  may be deemed to be the
beneficial owner of such shares with shared voting power.


                                      -3-
<PAGE>

CUSIP No. 262432-10-7
- --------------------------------------------------------------------------------

(c) The following is a schedule of the  transactions by the Reporting  Person in
the Issuer's Common Stock during the 60 days immediately preceding the filing of
this Amendment:

   Date of          Number of Shares
 Transaction    Acquired    Disposed of   Price    Nature of Transaction
 -----------    --------    -----------   -----    ---------------------
   12/06/05      258,260         0        $1.45    Private Transfer (Settlement
                                                   of Debt) from Alan Greenstein

(d) No other  person  is known to have the  right to  receive,  or the  power to
direct the receipt of,  dividends  from,  or the proceeds  from the sale of, the
securities of the Issuer owned by the Reporting Person.

(e) Not applicable.

         Item 6   Contracts, Agreements, Understandings or Relationships With
                  Respect to Securities of the Issuer

         On July 22, 2004, the Reporting Person and William K. Steiner each sold
750,000  shares  of the  Company's  Common  Stock to Alan I.  Greenstein,  for a
purchase  price  of  $1,087,500  ($1.45  per  share)  payable  to  each  seller,
consisting  of $350,000 in cash and a $737,500  Promissory  Note payable on July
22, 2005 secured by the shares sold.  On December 28, 2004 and December 6, 2005,
Mr.  Greenstein  transferred  to each of the  Reporting  Person  and  William K.
Steiner 250,000 and 258,620,  respectively, of those shares, with the Promissory
Note  to  each  Reporting  Person  being  reduced  by  $362,500,  and  $375,000,
respectively, as a result of which the Promissory Note was discharged.

         Contemporaneously with the original transaction,  on July 22, 2004, the
Reporting  Person,  William K.  Steiner and Alan I.  Greenstein  entered  into a
Stockholders  Agreement  regarding  the voting of shares then owned of record by
them. On December 28, 2004, the parties amended such  Stockholders  Agreement to
reflect the revised  share  ownership of the parties.  On December 6, 2005,  Mr.
Greenstein  transferred  the  remaining  482,760  shares  to his  wife  Cindy B.
Greenstein,  who, as required by the  Stockholders  Agreement  described  below,
became  a  party  thereto,  and  Mr.  Greenstein,  William  K.  Steiner  and Ms.
Greenstein  and the  Reporting  Person  entered  into an  Amended  and  Restated
Stockholders Agreement to reflect the revised share ownership of the parties and
amend the voting provisions of the Stockholders Agreement.

         The Amended and  Restated  Stockholders  Agreement  (the  "Stockholders
Agreement")  provides  that the  2,019,097  shares of the Issuer's  Common Stock
owned of record by each of the Reporting Person and William K. Steiner (together
with any transferees to whom either of them transfers  Shares, as defined below,
to the extent of the Shares so  transferred,  collectively,  the "Steiner Family
Stockholders")  and the 482,760  shares of the  Issuer's  Common  Stock owned of
record  by  Cindy  B.  Greenstein  (together  with  any  transferee  to whom she
transfers Shares, to the extent of the Shares so transferred,  collectively, the
"Greenstein  Stockholders") are, 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, to be voted to elect as directors of the Issuer
such  designees  as may be  selected  by the holders of a majority of the Shares
held by the Steiner Family  Stockholders.  Should any designee of the Greenstein
Stockholders or the Steiner Family  Stockholders  resign,  determine not to seek
re-election to the Issuer's  Board of Directors  (the "Board"),  be removed from
office, die, become  incapacitated or otherwise cease to serve on the Board, and
should  such


                                      -4-
<PAGE>

CUSIP No. 262432-10-7
- --------------------------------------------------------------------------------

designee  not be  replaced by the Board with the a designee  recommended  to the
Board by the  Steiner  Family  Stockholders,  the  parties  to the  Stockholders
Agreement  are to take all such action as may be  permitted  under the  Issuer'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 Issuer 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 Stockholders Agreement is to 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 Issuer or the
Issuer'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, following which transaction or series of transactions the stockholders of
the Issuer  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.

         Item 7   Material to be Filed as Exhibits

Exhibit 1 -       Merger Agreement (1)

Exhibit 2 -       Engagement Letter between the Issuer and Slusser
                  Associates, Inc. (1)

Exhibit 3(a)      Investment Letter dated January 13, 2000 from RAM Capital
                  Management Trust to the Issuer and the Reporting Person. (2)

Exhibit 3(b)      Investment Letter dated July 22, 2004 from Alan Greenstein to
                  the Issuer and the Reporting Person. (3)

Exhibit 3(c)      Investment Letter and Agreement dated December 28, 2004
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 3(d)      Investment Letter and Agreement dated December 6, 2005
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 4(a)      Stockholders Agreement dated as of July 22, 2004 by and among
                  the Reporting Person, William K. Steiner and
                  Alan I. Greenstein. (4)

Exhibit 4(b)      Amendment dated December 28, 2004 by and among the Reporting
                  Person, William K. Steiner and Alan I. Greenstein to the
                  Stockholders Agreement dated as of July 22, 2004. (3)

Exhibit 4(c)      Amended and Restated Stockholders Agreement dated as of
                  December 6, 2005 by and among the Reporting Person, William
                  K. Steiner, Alan I. Greenstein and Cindy B. Greenstein. (3)

- ----------

(1)      Filed with the Original  Statement.
(2)      Filed with Amendment No. 1 to this Statement.
(3)      Filed herewith.
(4)      Incorporated  by  reference  to Exhibit  99.1 to the  Issuer's  Current
         Report on Form 8-K dated (date of  earliest  event  reported)  July 22,
         2004.

                                      -5-

<PAGE>

CUSIP No. 262432-10-7
- --------------------------------------------------------------------------------

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Date:  December 7, 2005


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


                                      -6-

<PAGE>

CUSIP No. 262432-10-7
- --------------------------------------------------------------------------------



                                 EXHIBIT INDEX
                                 -------------


EXHIBIT NO.       DESCRIPTION
- -----------       -----------

Exhibit 1 -       Merger Agreement (1)

Exhibit 2 -       Engagement Letter between the Issuer and Slusser
                  Associates, Inc. (1)

Exhibit 3(a)      Investment Letter dated January 13, 2000 from RAM Capital
                  Management Trust to the Issuer and the Reporting Person. (2)

Exhibit 3(b)      Investment Letter dated July 22, 2004 from Alan Greenstein to
                  the Issuer and the Reporting Person. (3)

Exhibit 3(c)      Investment Letter and Agreement dated December 28, 2004
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 3(d)      Investment Letter and Agreement dated December 6, 2005
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 4(a)      Stockholders Agreement dated as of July 22, 2004 by and among
                  the Reporting Person, William K. Steiner and
                  Alan I. Greenstein. (4)

Exhibit 4(b)      Amendment dated December 28, 2004 by and among the Reporting
                  Person, William K. Steiner and Alan I. Greenstein to the
                  Stockholders Agreement dated as of July 22, 2004. (3)

Exhibit 4(c)      Amended and Restated Stockholders Agreement dated as of
                  December 6, 2005 by and among the Reporting Person, William
                  K. Steiner, Alan I. Greenstein and Cindy B. Greenstein. (3)

- ----------

(1)      Filed with the Original  Statement.
(2)      Filed with Amendment No. 1 to this Statement.
(3)      Filed herewith.
(4)      Incorporated  by  reference  to Exhibit  99.1 to the  Issuer's  Current
         Report on Form 8-K dated (date of  earliest  event  reported)  July 22,
         2004.

</TEXT>
</DOCUMENT>
<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.
</TEXT>
</DOCUMENT>
<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>
<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.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex4b-sc13da_msteiner.txt
<DESCRIPTION>EXHIBIT 4(B)
<TEXT>
                                                                    EXHIBIT 4(b)


                                  AMENDMENT TO
                             STOCKHOLDERS AGREEMENT

         This  Amendment is made as of December 28, 2004 (this  "Amendment")  to
that certain  Stockholders  Agreement  dated as of July 22, 2004 (the  "Original
Stockholders  Agreement")  among Alan I. Greenstein  ("Greenstein"  and together
with any transferee to whom he transfers Shares, as hereinafter  defined, to the
extent of the Shares (as  defined in the  Original  Stockholders  Agreement)  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 and the Steiner Family Stockholders are individually referred to as
a "Stockholder" and collectively referred to as the "Stockholders".

         WHEREAS, the parties entered into the Original  Stockholders  Agreement
in  connection  with the purchase by  Greenstein  from the Steiner  Family of an
aggregate of 1,500,000  shares of Common Stock,  par value of $.025 per share of
DRYCLEAN USA, Inc., a Delaware corporation (the "Company"); and

         WHEREAS,  contemporaneously  herewith,  Greenstein is transferring  and
selling to each Michael S. Steiner and William K. Steiner  250,000 (an aggregate
of 500,000) of such Shares; and

         WHEREAS,  an  amendment to the  Stockholders  Agreement is necessary to
reflect  the  original  intent of the  parties in light of such  contemporaneous
transfer;

         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. For all purposes of the  Stockholders  Agreement,  the  Stockholders
acknowledge  that,  as of the date  hereof,  the Shares  held by the  Greenstein
Stockholders consist of the 1,000,000 Shares to be owned of record by Greenstein
immediately  following  his  transfer of the 500,000  Shares  being  transferred
contemporaneously herewith to Michael S. Steiner and William K. Steiner, and the
Shares held by the Steiner Family  Stockholders  consist of the 1,760,477 Shares
to be owned of record by each of Michael S.  Steiner and William K.  Steiner (an
aggregate  of  3,520,954  Shares)  immediately  following  the  transfer of such
500,000 Shares to them.

         2.  Capitalized  terms  used,  but not  defined  herein  shall have the
meaning ascribed to such term in the Original Stockholders Agreement.

         3. Except as amended hereby, the Original Stockholders  Agreement shall
remain in full force and effect in accordance with its terms.

         4. This Agreement may be executed in any number of  counterparts,  each
of which shall be deemed an original,  but all of them together shall  represent
the same agreement.


<PAGE>


         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first written above.


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


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


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










                                      -2-
</TEXT>
</DOCUMENT>
<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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
