REVOLVING CREDIT NOTE


$2,250,000.00
                                                         As of December 19, 2001


         FOR VALUE  RECEIVED,  the  undersigned,  DRYCLEAN USA, INC., a Delaware
corporation  (the  "Borrower"),  promises  to pay to the  order of  FIRST  UNION
NATIONAL BANK, a national banking association (the "Lender"), and its successors
and assigns, the principal sum of Two Million Two Hundred Fifty Thousand Dollars
and no/100  ($2,250,000.00)  or, if less,  the aggregate  unpaid  balance of all
Revolving Credit Loans (as hereinafter  defined) at any time outstanding made by
the Lender to the Borrower pursuant to, and in accordance with the terms of, the
Loan  Agreement  (as   hereinafter   defined),   the  provisions  of  which  are
incorporated herein by reference.

         All  principal  shall be paid on the  earlier of DEMAND or October  30,
2002  (unless  renewed,  extended or modified in writing by Lender,  in its sole
discretion),  or earlier as provided in the Loan  Agreement.  Both principal and
interest  hereunder  shall be paid in lawful  money of the United  States to the
Lender at its office as Lender shall  designate  from time to time. The Borrower
also unconditionally  promises to pay interest on the unpaid principal amount of
this Note for each day from the date hereof  until repaid in full as provided in
the Loan  Agreement.  Interest  shall be paid at the rate or rates per annum set
forth in the Loan Agreement.

         Notwithstanding  anything  herein to the  contrary,  if at any time the
interest rate applicable to any Revolving  Credit Loan,  together with all fees,
charges and other amounts which are treated as interest on such Revolving Credit
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum  Rate") which may be contracted for,  charged,  taken,
received or reserved by the Lender in accordance  with  applicable law, the rate
of interest payable in respect of such Revolving Credit Loan,  together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent  lawful,  the  interest  and Charges  that would have been payable in
respect of such  Revolving  Credit  Loan but were not payable as a result of the
operation of these  provisions  shall be cumulated  and the interest and Charges
payable  to the Lender in respect  of other  Revolving  Credit  Loans or periods
shall be  increased  (but not  above  the  Maximum  Rate  therefor)  until  such
cumulated  amount,  together with interest  thereon at the Adjusted LIBOR Market
Index Rate(Revolving) to the date of repayment,  shall have been received by the
Lender.

         For the purposes of this Note:

         "Loan Agreement" shall mean the Loan and Security  Agreement,  dated of
even date herewith,  by and between the Borrower and the Lender, as the same may
be hereafter amended, supplemented or restated from time to time.

         "Revolving  Credit Loans" shall mean the Revolving Credit Loans made by
the Lender pursuant to the Loan Agreement.



<PAGE>

         All other capitalized terms used in this Note without  definition shall
have the meanings ascribed to such terms in the Loan Agreement.

         The  Borrower,  for itself and its  successors  and assigns,  expressly
waives presentment for payment,  demand, protest and notice of demand, notice of
dishonor and notice of  nonpayment  and all other  notices and consents that the
Lender may release or surrender,  exchange or substitute any collateral security
now held or which may  hereafter  be held as  security  for the  payment of this
Note.

         This Note is the  Revolving  Credit Note and  evidences  the  Revolving
Credit  Loans  made  by the  Lender  pursuant  to  the  provisions  of the  Loan
Agreement,  and is secured in  accordance  with the terms of, and is entitled to
the  benefits  of, the Loan  Agreement,  including  those  terms  related to the
acceleration  of the  maturity of this Note upon the  occurrence  of an Event of
Default.  Payment of this Note is secured by the  Collateral as described in the
Loan Agreement.

         In the event that this Note shall at any time after  maturity be placed
with an attorney for collection,  the Borrower agrees to pay, in addition to the
entire  unpaid  principal  balance and interest due  hereunder,  all  collection
costs,   including  reasonable  attorneys'  fees,  incurred  by  the  Lender  in
collecting the indebtedness due hereunder.

         Upon  demand  of  any  party  hereto,  whether  made  before  or  after
institution  of any  judicial  proceeding,  any  dispute,  claim or  controversy
arising  out of,  connected  with or  relating  to this Note and any other  Loan
Document ("Disputes") between or among parties to this Note shall be resolved by
binding arbitration as provided herein.  Institution of a judicial proceeding by
a party does not waive the right of that party to demand arbitration  hereunder.
Disputes may include, without limitation, tort claims,  counterclaims,  disputes
as to  whether a matter is  subject  to  arbitration,  claims  brought  as class
actions,  claims arising from Loan Documents  executed in the future,  or claims
arising  out of or  connected  with  the  transaction  reflected  by this  Note.
Arbitration  shall be conducted  under and governed by the Commercial  Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association  (the "AAA") and Title 9 of the U.S. Code. All arbitration  hearings
shall be  conducted in the city in which the office of Lender first stated above
is  located.  The  expedited  procedures  set  forth  in Rule 51 et seq.  of the
Arbitration  Rules shall be  applicable to claims of less than  $1,000,000.  All
applicable statutes of limitations shall apply to any Disputes.  A judgment upon
the award may be entered in any court having jurisdiction.  The panel from which
all  arbitrators  are selected  shall be comprised  of licensed  attorneys.  The
single arbitrator selected for expedited procedure shall be a retired judge from
the highest court of general jurisdiction,  state or federal, of the state where
the hearing will be conducted or if such person is not  available to serve,  the
single  arbitrator may be a licensed  attorney.  Notwithstanding  the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements. Notwithstanding the preceding binding arbitration provisions, Lender
and Borrower agree to preserve,  without  diminution,  certain remedies that any
party herein may employ or exercise freely,  independently or in connection with
an arbitration proceeding or after an arbitration action is brought.  Lender and
Borrower shall have the right to proceed in any court of proper  jurisdiction or
by self-help to exercise or prosecute the following remedies, as applicable: (i)
all rights to foreclose  against any real or personal property or other security
by exercising a power of sale granted under

                                       2
<PAGE>

Loan  Documents or under  applicable  law or by judicial  foreclosure  and sale,
including  a  proceeding  to  confirm  the sale;  (ii) all  rights of  self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful  possession of personal  property;  (iii) obtaining  provisional or
ancillary remedies  including  injunctive  relief,  sequestration,  garnishment,
attachment,  appointment  of  receiver  and  filing  an  involuntary  bankruptcy
proceeding;  and (iv) when  applicable,  a judgment by  confession  of judgment.
Preservation  of these  remedies  does not limit the power of an  arbitrator  to
grant similar remedies that may be requested by a part in a Dispute.  Lender and
Borrower  agree  that  they  shall not have a remedy of  punitive  or  exemplary
damages  against the other in any Dispute and hereby waive any right or claim to
punitive or exemplary  damages they have now or which may arise in the future in
connection  with any Dispute  whether the Dispute is resolved by  arbitration or
judicially.

         SUBJECT TO THE TERMS OF THE IMMEDIATELY PRECEDING PARAGRAPH,  THIS NOTE
SHALL BE  INTERPRETED,  AND THE RIGHTS AND  LIABILITIES  OF THE  PARTIES  HERETO
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS)  OF THE STATE OF  FLORIDA.  SUBJECT TO THE TERMS OF THE  IMMEDIATELY
PRECEDING  PARAGRAPH,  AS  PART OF THE  CONSIDERATION  FOR NEW  VALUE  THIS  DAY
RECEIVED,  THE  BORROWER  HEREBY  CONSENTS TO THE  JURISDICTION  OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN MIAMI-DADE COUNTY,  STATE OF FLORIDA,  AND CONSENTS
THAT ALL SERVICE OF PROCESS BE MADE BY REGISTERED OR CERTIFIED  MAIL DIRECTED TO
THE  BORROWER AT THE ADDRESS  STATED IN SECTION  9.4 OF THE LOAN  AGREEMENT  AND
SERVICE  SO MADE  SHALL BE DEEMED TO BE  COMPLETED  UPON THE  EARLIER  OF ACTUAL
RECEIPT  THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS,  PROPER
POSTAGE PREPAID.  SUBJECT TO THE TERMS OF THE IMMEDIATELY  PRECEDING  PARAGRAPH,
EACH OF THE  BORROWER  AND THE LENDER  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
NOTE OR THE  OTHER  LOAN  DOCUMENTS.  SUBJECT  TO THE  TERMS OF THE  IMMEDIATELY
PRECEDING  PARAGRAPH,  THE BORROWER  WAIVES ANY OBJECTION WHICH THE BORROWER MAY
HAVE BASED ON LACK OF  JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO
ANY SUIT OR  PROCEEDING  INSTITUTED  BY THE LENDER  UNDER THIS NOTE OR THE OTHER
LOAN DOCUMENTS IN ANY STATE OR FEDERAL COURT LOCATED WITHIN  MIAMI-DADE  COUNTY,
FLORIDA AND  CONSENTS TO THE  GRANTING OF SUCH LEGAL OR  EQUITABLE  RELIEF AS IS
DEEMED  APPROPRIATE  BY THE  COURT.  SUBJECT  TO THE  TERMS  OF THE  IMMEDIATELY
PRECEDING  PARAGRAPH,  NOTHING IN THIS  PARAGRAPH  SHALL AFFECT THE RIGHT OF THE
LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE
RIGHT OF THE LENDER TO BRING ANY ACTION OR  PROCEEDING  AGAINST THE  BORROWER OR
ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH HAS JURISDICTION OVER
THE BORROWER OR ITS PROPERTY.  THIS  PROVISION IS A MATERIAL  INDUCEMENT FOR THE
LENDER TO ENTER INTO THIS NOTE AND THE OTHER LOAN DOCUMENTS,  MAKE THE LOANS AND
EXTEND THE OTHER FINANCIAL ACCOMMODATIONS CONTEMPLATED HEREUNDER AND THEREUNDER.



                                       3
<PAGE>


         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in
its corporate name by its duly authorized corporate officer as to the date first
above written.


                                        DRYCLEAN USA, INC.,



                                        By: /s/ Michael Steiner, Pres.
                                            --------------------------
                                            Michael Steiner, President




                                       4