GUARANTY AND SECURITY AGREEMENT


         THIS GUARANTY AND SECURITY  AGREEMENT is dated as of December 19, 2001,
from  each  of  the  undersigned   (each  a  "Guarantor"  and  collectively  the
"Guarantors"),  in  favor of First  Union  National  Bank,  a  national  banking
association (the "Lender").

                              W I T N E S S E T H:

         WHEREAS,  DryClean USA, Inc., a Delaware  corporation  ("Dryclean") and
Lender have  entered into a Loan and  Security  Agreement,  dated as of the date
hereof (as at any time amended, modified or supplemented, the "Loan Agreement").

         WHEREAS,  each Guarantor is a wholly-owned  subsidiary of Dry Clean and
each  Guarantor  will derive  direct and  indirect  economic  benefits  from the
financings to be made by Lender pursuant to the Loan Agreement.

         WHEREAS,  in  connection  with the  making of the Loans  under the Loan
Agreement and as a condition  precedent  thereto,  Lender is requiring that each
Guarantor shall have executed and delivered this Guaranty.

         NOW,  THEREFORE,  in  consideration  of the premises and the covenants,
agreements,  terms and conditions  contained  herein,  the parties hereto hereby
agree as follows:


         SECTION 1    DEFINITIONS.

         1.1 Defined Terms.  For purposes of this  Guaranty,  in addition to (i)
the terms defined in the Loan  Agreement,  which shall be used herein as defined
therein if not separately  defined herein,  and (ii) the terms defined elsewhere
in this  Guaranty,  the following  terms shall have the meanings set forth below
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

         "Guaranty"   or  "this   Guaranty"   shall   include  all   amendments,
modifications and supplements hereto and restatements  hereof and shall refer to
this  Guaranty and  Security  Agreement as the same may be in effect at the time
such reference becomes operative.

         1.2 Terms.  All other terms contained in this Guaranty shall,  when the
context so indicates,  have the meanings  provided for by the Code to the extent
the same are used or defined therein.

<PAGE>

         SECTION 2    THE GUARANTY

         2.1  Guaranty  of  Indebtedness  of  Borrower.  Each  Guarantor  hereby
unconditionally guarantees to Lender, and its successors, endorsees, transferees
and assigns, the prompt payment (whether at stated maturity,  by acceleration or
otherwise) and performance of the Indebtedness.  Each Guarantor agrees that this
Guaranty is a guaranty of payment and  performance  and not of  collection,  and
that its  obligations  under  this  Guaranty  shall  be  primary,  absolute  and
unconditional, irrespective of, and unaffected by:

                  (a) the genuineness,  validity, regularity,  enforceability or
         any  future  amendment  of,  or  change  in  this  Guaranty,  the  Loan
         Agreement, any other Loan Document or any other agreement,  document or
         instrument  to which  Borrower  and/or any  Guarantor  is or are or may
         become a party;

                  (b) the absence of any action to enforce  this  Guaranty,  the
         Loan  Agreement or any other Loan  Document or the waiver or consent by
         Lender with respect to any of the provisions thereof;

                  (c) the  existence,  value or  condition  of,  or  failure  to
         perfect its Lien  against,  any  security for the  Indebtedness  or any
         action,  or the  absence of any  action,  by Lender in respect  thereof
         (including, without limitation, the release of any such security); or

                  (d) any other action or  circumstances  which might  otherwise
         constitute  a legal or  equitable  discharge  or defense of a surety or
         guarantor;

it being agreed by each Guarantor that its obligations under this Guaranty shall
not be discharged  until the payment and  performance  and discharge in full, of
the  Indebtedness.  Each Guarantor  shall be regarded,  and shall be in the same
position,  as principal debtor with respect to the Indebtedness.  Each Guarantor
expressly  waives all rights it may have now or in the future under any statute,
or at common  law, or at law or in equity,  or  otherwise,  to compel  Lender to
proceed in respect of the Indebtedness against Borrower,  any other guarantor or
any other Person or against any security for the payment and  performance of the
Indebtedness before proceeding against, or as a condition to proceeding against,
any Guarantor.  Each Guarantor  agrees that any notice or directive given at any
time to  Lender  which  is  inconsistent  with  the  waiver  in the  immediately
preceding sentence shall be null and void and may be ignored by Lender,  and, in
addition,  may not be  pleaded  or  introduced  as  evidence  in any  litigation
relating  to this  Guaranty  for the reason that such  pleading or  introduction
would be at variance with the written terms of this Guaranty,  unless Lender has
specifically  agreed  otherwise in writing.  It is agreed between each Guarantor
and Lender that the  foregoing  waivers  are of the  essence of the  transaction
contemplated  by the Loan  Documents  and that,  but for this  Guaranty and such
waivers, Lender would decline to make the Loans under the Loan Agreement.

         2.2 Demand by Lender.  In  addition  to the terms of the  Guaranty  set
forth in section 2.1 hereof,  and in no manner  imposing any  limitation on such
terms,  it is  expressly  understood  and agreed that,  if the then  outstanding
principal  amount  of the  Indebtedness  (together  with  all  accrued  interest
thereon) is declared to be, or otherwise  becomes,  immediately due and payable,
then,



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<PAGE>


Guarantor shall, upon demand in writing therefor by Lender to any Guarantor, pay
to  Lender  in  immediately  available  federal  funds  the  entire  outstanding
Indebtedness  due and owing to  holder  or  holders  of the  Indebtedness.  Such
payment by any Guarantor shall be credited and applied upon the  Indebtedness to
an  account  designated  by Lender or at the  address  set forth  herein for the
giving of notice to Lender  or at any other  address  that may be  specified  in
writing from time to time by Lender.

         2.3  Enforcement  of  Guaranty.  In no  event  shall  Lender  have  any
obligation  (although  Lender is  entitled,  at its  option) to proceed  against
Borrower,  any  other  guarantor  or any other  Person  or any real or  personal
property pledged to secure the Indebtedness before seeking satisfaction from any
Guarantor,  and Lender may proceed,  prior or subsequent  to, or  simultaneously
with, the  enforcement of Lender's  rights  hereunder,  to exercise any right or
remedy  which it may have  against  any  property as a result of any Lien it may
have as security for all or any portion of the Indebtedness.

         2.4 Waiver. In addition to the waivers contained in section 2.1 hereof,
each  Guarantor  waives,  and agrees that it shall not at any time insist  upon,
plead or in any manner  whatever  claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, marshalling of assets or redemption laws,
or exemption,  whether now or at any time  hereafter in force,  which may delay,
prevent or otherwise  affect the performance by any Guarantor of its obligations
under,  or the  enforcement by Lender of, this Guaranty.  Each Guarantor  hereby
waives diligence,  presentment and demand (whether for non-payment or protest or
of  acceptance,  maturity,  extension  of time,  change in nature or form of the
Indebtedness,  acceptance  of further  security,  release  of further  security,
composition  or  agreement  arrived at as to the amount of, or the terms of, the
Indebtedness,  notice of adverse change in Borrower's financial condition or any
other fact which  might  materially  increase  the risk to any  Guarantor)  with
respect to any of the  Indebtedness  or all other demands  whatsoever and waives
the benefit of all  provisions of law which are or might be in conflict with the
terms of this Guaranty. Each Guarantor represents,  warrants and agrees that, as
of the date of this  Guaranty,  its  obligations  under  this  Guaranty  are not
subject to any offsets or defenses  against Lender or Borrower of any kind. Each
Guarantor  further agrees that its obligations  under this Guaranty shall not be
subject to any counterclaims,  offsets or defenses against Lender or Borrower of
any kind which may arise in the future.

         2.5 Benefit of Guaranty.  The  provisions  of this Guaranty are for the
benefit of Lender and its successors,  transferees,  endorsees and assigns,  and
nothing herein contained shall impair, as between Borrower, on the one hand, and
Lender, on the other hand, the obligations of Borrower under the Loan Agreement.
In the event all or any part of the  Indebtedness  is  transferred,  endorsed or
assigned by Lender to any Person or Persons,  any  reference to "Lender"  herein
shall be deemed to refer equally to such Person or Persons.

         2.6  Modification  of Loans,  Etc. If Lender  shall at any time or from
time to time, with or without the consent of, or notice to, any Guarantor:

                  (a) change or extend the manner, place or terms of payment of,
         or renew or alter all or any portion of, the Indebtedness;



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<PAGE>

                  (b) take any  action  under or in  respect  of any of the Loan
         Documents in the exercise of any remedy,  power or privilege  contained
         therein or available  to it at law,  equity or  otherwise,  or waive or
         refrain from exercising any such remedies, powers or privileges;

                  (c) amend, modify or restate in any manner whatsoever,  any of
         the Loan Documents;

                  (d) extend or waive the time for any  Guarantor's,  Borrower's
         or other  Person's  performance  of,  or  compliance  with,  any  term,
         covenant or agreement on its part to be performed or observed under any
         of the Loan  Documents,  or waive such  performance  or  compliance  or
         consent  to a failure  of,  or  departure  from,  such  performance  or
         compliance;

                  (e) take and hold any  additional  security or collateral  for
         the payment of the Indebtedness  guaranteed  hereby or sell,  exchange,
         release,  dispose of, or otherwise  deal with,  any  property  pledged,
         mortgaged or conveyed,  or in which Lender has been granted a Lien,  to
         secure any indebtedness of any Guarantor or Borrower to Lender;

                  (f)  release  anyone  who may be liable in any  manner for the
         payment of any amounts owed by any Guarantor or Borrower to Lender;

                  (g)  modify or  terminate  the terms of any  intercreditor  or
         subordination  agreement pursuant to which claims of other creditors of
         any  Guarantor  or Borrower are  subordinated  to the claims of Lender;
         and/or

                  (h) apply any sums by whomever paid or however realized to any
         amounts  owing by any Guarantor or Borrower to Lender in such manner as
         Lender shall determine in its sole discretion;

then Lender shall not incur any liability to any Guarantor  pursuant hereto as a
result  thereof,  and no such action shall impair or release the  obligations of
any Guarantor under this Guaranty.

         2.7 Reinstatement.  This Guaranty shall remain in full force and effect
and  continue  to be  effective  in the event that any  petition  is filed by or
against  Borrower,  any  Guarantor or any other  guarantor  for  liquidation  or
reorganization, in the event that Borrower or any Guarantor becomes insolvent or
makes an assignment for the benefit of creditors or in the event that a receiver
or trustee is  appointed  for all or any  significant  part of  Borrower's,  any
Guarantor's or any other guarantor's  assets, and shall continue to be effective
or be reinstated,  as the case may be, if at any time payment and performance of
the Indebtedness, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount,  or must  otherwise  be  restored  or  returned by Lender,
whether as a "voidable preference",  "fraudulent conveyance",  or otherwise, all
as though such payment or  performance  had not been made. In the event that any
payment, or any part thereof, is rescinded,  reduced,  restored or returned, the
Indebtedness shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.



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<PAGE>

         2.8      Waiver of Subrogation, Etc.

                  (a) If, pursuant to applicable law, any Guarantor,  by payment
or otherwise, becomes subrogated to all or any of the rights of Lender under any
of the Loan  Documents,  the rights of Lender to which such  Guarantor  shall be
subrogated  shall  be  accepted  by  such  Guarantor  "as is"  and  without  any
representation  or  warranty  of any kind by Lender,  express or  implied,  with
respect  to the  legality,  value,  validity  or  enforceability  of any of such
rights, or the existence,  availability,  value,  merchantability or fitness for
any particular purpose of any Guarantor Collateral and shall be without recourse
to Lender.

                  (b) If Lender,  under applicable law,  proceeds to realize its
benefits  under  any of the  Loan  Documents  giving  Lender  a  Lien  upon  any
Collateral,  whether  owned by Borrower,  any  Guarantor or by any other Person,
either by judicial  foreclosure or by non-judicial  sale or enforcement,  Lender
may, at its sole option, determine which of its remedies or rights it may pursue
without affecting any of its rights and remedies under this Guaranty. If, in the
exercise of any of its rights and remedies, Lender forfeits any of its rights or
remedies, including its right to enter a deficiency judgment against Borrower or
any other Person, whether because of any applicable laws pertaining to "election
of  remedies"  or the like,  each  Guarantor  hereby  consents to such action by
Lender and  waives any claim  based  upon such  action,  even if such  action by
Lender shall result in a full or partial loss of any rights of subrogation which
any  Guarantor  might  otherwise  have had but for such  action by  Lender.  Any
election of remedies  which  results in the denial or impairment of the right of
Lender to seek a  deficiency  judgment  against  Borrower  shall not  impair any
Guarantor's obligation to pay the full amount of the Indebtedness.  In the event
that Lender bids at any  foreclosure  or  trustee's  sale or at any private sale
permitted by law or any of the Loan  Documents,  Lender may bid all or less than
the  amount of the  Indebtedness  and the amount of such bid need not be paid by
Lender  but  shall be  credited  against  the  Indebtedness.  The  amount of the
successful  bid at any such  sale,  whether  Lender  or any  other  party is the
successful bidder,  shall be conclusively  deemed to be the fair market value of
the  subject  collateral  and the  difference  between  such bid  amount and the
remaining  balance of the  Indebtedness  shall be conclusively  deemed to be the
amount of the Indebtedness guaranteed under this Guaranty,  notwithstanding that
any  present  or future law or court  decision  or ruling may have the effect of
reducing the amount of any deficiency  claim to which Lender might  otherwise be
entitled but for such bidding at any such sale.

         2.9 Continuing Guaranty.  Each Guarantor agrees that this Guaranty is a
continuing  guaranty and shall remain in full force and effect until the payment
and performance in full of the Indebtedness; provided, however, that if any sums
paid to and applied by Lender toward the Indebtedness are thereafter required to
be repaid to Borrower or to any Affiliate, or to any trustee,  receiver or other
person,  by  reason of the  application  of the  Bankruptcy  Code,  the  Uniform
Fraudulent  Transfer  Act  or  any  other  law  relating  to  creditors'  rights
generally, then this Guaranty shall be reinstated, ab initio, as if such portion
of the Indebtedness had never been paid.

         2.10  Fraudulent  Conveyance.  Notwithstanding  any  provision  of this
Guaranty to the contrary,  it is intended that this Guaranty,  and any liens and
security  interests  granted by each  Guarantor  to secure  this  Guaranty,  not
constitute a "Fraudulent  Conveyance"  (as defined  below).  Consequently,  each
Guarantor  agrees  that if this  Guaranty,  or any liens or  security  interests
securing



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<PAGE>

this Guaranty,  would,  but for the  application of this sentence,  constitute a
Fraudulent  Conveyance,  this Guaranty and each such lien and security  interest
shall be valid and  enforceable  only to the maximum extent that would not cause
this  Guaranty or such lien or  security  interest to  constitute  a  Fraudulent
Conveyance, and this Guaranty shall automatically be deemed to have been amended
accordingly at all relevant times. For purposes hereof,  "Fraudulent Conveyance"
means a fraudulent  conveyance  under Section 548 of the  "Bankruptcy  Code" (as
hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the
provisions of any applicable fraudulent conveyance or fraudulent transfer law or
similar law of any state,  nation or other  governmental unit, as in effect from
time to time.

         SECTION 3    SECURITY FOR THE OBLIGATIONS.

         3.1  Security  Interest  in the  Guarantor  Collateral.  To secure  the
payment and performance of any and all of the  Indebtedness  and the performance
of all obligations and covenants of each Guarantor hereunder and under the other
Loan Documents, absolute or contingent, now existing or hereafter arising, which
are now,  or may at any time or times  hereafter  be owing by any  Guarantor  to
Lender,  each  Guarantor  hereby pledges to Lender and gives and grants Lender a
continuing and general  security  interest in and Lien upon and right of set-off
against,  all right,  title and interest of each  Guarantor in and to all of the
Guarantor Collateral,  whether now owned or hereafter acquired by any Guarantor;
provided,  however,  that  notwithstanding  anything to the  contrary  set forth
herein, none of any Guarantor's  obligations  hereunder shall be secured by real
property.

         3.2  Disclosure  of  Security  Interest.   Each  Guarantor  shall  make
appropriate  entries  upon its  financial  statements  and its books and records
disclosing  Lender's  Liens  and  security  interests  in all  of the  Guarantor
Collateral.

         3.3 Supplemental  Documentation.  At Lender's  request,  each Guarantor
shall  cause  the  execution  and  delivery  to  Lender,  in form and  substance
satisfactory to Lender, of all such agreements,  documents, financing statements
and other  writings  requested by Lender to perfect and maintain the  perfection
and priority of its security interests in and Liens on the Guarantor  Collateral
and to consummate the other transactions contemplated hereby, and each Guarantor
shall pay all filing fees and documentary stamp, intangible and similar taxes in
connection   therewith.   Guarantor   irrevocably   designates  Lender  as  it's
attorney-in-fact to effectuate the foregoing.

         3.4 Inspection.  Each Guarantor hereby irrevocably  consents to any act
by Lender or its agents in entering  upon any premises  during  normal  business
hours for the purposes of either (i)  inspecting  the Guarantor  Collateral  and
making  extracts  from and copies of any books and records  relating  thereto or
(ii) taking  possession  of the Guarantor  Collateral at any time  following the
occurrence of an Event of Default; and each Guarantor hereby waives its right to
assert against Lender or its agents any claim based upon trespass or any similar
cause of action for entering upon any premises  where the  Guarantor  Collateral
may be located.  Each  Guarantor  irrevocably  consents  to Lender's  requesting
information  pertaining  to any  Guarantor  from  any  Person  and  to  Lender's
verifying such or any other information pertaining to any Guarantor,  including,
but not limited to the amount, quality, existence, quantity, value and condition
of any Account of any Guarantor or any other Guarantor Collateral.



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<PAGE>

         3.5  Cross-Collateralization.  All  collateral  which Lender may at any
time  acquire  from  any  other  source  as  security  for  the  payment  of any
Indebtedness  shall constitute  cross-collateral  for all  Indebtedness  without
apportionment or designation as to particular Indebtedness, and all Indebtedness
shall be secured by all such collateral; and Lender shall have the right, in its
sole  discretion,  to  determine  the order in which its  rights in or  remedies
against such  collateral  are to be exercised and which types or portions of the
collateral are to be proceeded  against and the order of application of proceeds
of collateral against particular Indebtedness.

         3.6  Collections;  Lender's  Right to  Notify  Account  Debtors  and to
Endorse any Guarantor's  Name. Each Guarantor hereby  authorizes Lender (a) upon
the occurrence and during the  continuation of a Default or an Event of Default,
to open  each  Guarantor's  mail  and  collect  any and all  amounts  due to any
Guarantor  from Account  Debtors;  (b) after the  occurrence  of a Default or an
Event of Default,  notify any or all Account Debtors that the Accounts have been
assigned  to Lender and that  Lender has a security  interest  therein;  and (c)
after the  occurrence  of a Default or an Event of Default,  direct such Account
Debtors to make all  payments due from them to any  Guarantor  upon the Accounts
directly to Lender or to a lock box designated by Lender.  Lender shall promptly
furnish such  Guarantor  with a copy of any such notice sent and such  Guarantor
hereby agrees that any such notice may be sent on such  Guarantor's  stationery,
in which event such  Guarantor  shall  co-sign  such notice  with  Lender.  Each
Guarantor  irrevocably  makes,  constitutes and appoints Lender (and all Persons
designated  by Lender  for that  purpose)  as each  Guarantor's  true and lawful
attorney (and  agent-in-fact)  to endorse each  Guarantor's  name on any checks,
notes,  drafts or any other payment relating to and/or proceeds of the Guarantor
Collateral which come into either Lender's possession or control.

         3.7 Preservation of Rights in Guarantor Collateral. Except as herein or
by applicable law otherwise expressly provided, Lender shall not be obligated to
exercise any degree of care in connection with any Guarantor Collateral, to take
any steps necessary to preserve any rights in any of the Guarantor Collateral or
to preserve any rights therein against prior parties. No segregation or specific
allocation  by Lender of  specified  items of Guarantor  Collateral  against any
liability of any Guarantor shall waive or affect any Lien against other items of
Guarantor  Collateral  or any of Lender's  options,  powers or rights under this
Guaranty or otherwise arising.

         3.8 Other Rights.  Each Guarantor  authorizes  Lender without affecting
either any Guarantor's or Lender's obligations hereunder or under any other Loan
Document from time to time to take from any party and hold additional collateral
or guaranties for the payment of the  Indebtedness  or any part thereof,  and to
exchange,  enforce, substitute or release such collateral or guaranty of payment
of the  Indebtedness  or any part  thereof  and to  release  or  substitute  any
endorser or guarantor or any party who has given any Lien on any  collateral  as
security for the payment of the Indebtedness or any part thereof or any party in
any way obligated to pay the Indebtedness or any part thereof.

         3.9 Tangible Guarantor Collateral;  Inventory. No Inventory,  Equipment
or other tangible collateral shall be commingled with, or become an accession to
or part of,  any  property  of any  other  Person  so long as such  property  is
Guarantor Collateral. No tangible Guarantor Collateral is or shall



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<PAGE>

be allowed to become a fixture. No tangible Guarantor Collateral shall be stored
with any warehouseman, bailee or similar party.

         3.10  Lender's   Payment  of  Claims  Asserted  Against  the  Guarantor
Collateral. In the event a Lien, other than a Permitted Lien, is asserted by any
Person against the Guarantor Collateral and if Lender has given a Guarantor five
days' prior written  notice and such  Guarantor has failed to either (i) satisfy
the  Lien or (ii)  cause  the Lien to be  transferred  to a bond  acceptable  to
Lender, then Lender may at any time after such five-day period in its discretion
without waiving or releasing any obligation, liability or duty of such Guarantor
under  this  Guaranty,  the other  Loan  Documents  or any  Default  or Event of
Default, pay, acquire and/or accept an assignment of such Lien. All sums paid by
Lender in respect thereof and all costs, fees and expenses,  including,  without
limitation,  attorneys' fees,  court costs,  expenses and other charges relating
thereto, which are incurred by Lender on account thereof, shall be payable, upon
demand,  by each  Guarantor  to  Lender  and  shall be  additional  Indebtedness
hereunder secured by the Guarantor Collateral.

         SECTION 4.   COVENANTS OF GUARANTOR.

         Each Guarantor covenants and agrees that from the date hereof and until
payment in full of the  Indebtedness  unless Lender shall  otherwise  consent in
writing, each Guarantor:

         4.1 Compliance with Loan Documents. Shall, and shall cause Borrower to,
comply with all terms,  conditions,  covenants and  agreements  set forth in the
Loan Documents.

         4.2 Insurance.  Shall maintain and pay for insurance upon all Guarantor
Collateral,  wherever located, and otherwise covering casualty, hazard, workers'
compensation,  business interruption,  public liability and such other risks and
in such  amounts  and with  such  insurance  companies  as  shall be  reasonably
satisfactory  to Lender and in compliance with law. Each Guarantor shall deliver
such certificates of insurance to Lender with loss payable  endorsements  naming
Lender as loss payee thereunder in form reasonably  satisfactory to Lender. Each
Guarantor  also agrees to maintain and pay for  insurance  in such amount,  with
such  companies and in such form as shall be reasonably  satisfactory  to Lender
insuring each Guarantor  against any claims,  suits, loss or damages suffered by
any Person on any  property  owned or leased by any  Guarantor  and against such
other casualties and  contingencies as is customary in the business in which any
Guarantor is engaged,  and deliver such certificates of insurance to Lender with
satisfactory  endorsements naming Lender as additional insured thereunder.  Each
policy of insurance  shall  contain a clause  requiring  the insurer to give not
less  than  thirty  (30)  days'  prior  written  notice  to  Lender  before  any
cancellation  of the  policies for any reason  whatsoever  and a clause that the
interest of Lender shall not be impaired or invalidated by any act or neglect of
any Guarantor or the owner of the property nor by the occupation of the premises
wherein such property is located for purposes more  hazardous than are permitted
by said policy.  Each Guarantor  hereby directs all insurers under such policies
of insurance on the Guarantor  Collateral to pay all proceeds payable thereunder
directly  to  Lender  following  an  Event of  Default.  Each  Guarantor  hereby
irrevocably makes, constitutes and appoints Lender (and all officers,  employees
or agents  designated by Lender) as each  Guarantor's  true and lawful  attorney
(and  agent-in-fact)  for the purpose of making,  settling and adjusting  claims
under such  policies of



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<PAGE>

insurance,  endorsing the name of any Guarantor on any check, draft,  instrument
or other item of payment for the proceeds of such  policies of insurance and for
making  all  determinations  and  decisions  with  respect to such  policies  of
insurance;  provided, however, that such power shall not be used until after the
occurrence of and during the  continuation of an Event of Default.  Prior to the
occurrence  of an Event of  Default,  Each  Guarantor  will not make,  settle or
adjust any material  claim  without the prior written  consent of Lender,  which
consent will not be unreasonably  withheld. If any Guarantor fails to obtain and
maintain  any of the  policies of insurance or to pay any premium in whole or in
part, then Lender may, at such Guarantor's expense, without waiving or releasing
any obligation or default, procure the same, but shall not be required to do so.
All sums so  disbursed  by  Lender,  including  attorneys'  fees,  court  costs,
expenses and other charges related  thereto,  shall be payable on demand by each
Guarantor to Lender and shall be additional  Indebtedness  hereunder  secured by
the Guarantor Collateral.

         4.3 Liens.  Shall not create or permit to exist any Liens on any of the
Guarantor Collateral or its other assets, except Permitted Liens.


         SECTION 5    EVENTS OF DEFAULT.

         The  occurrence  of any  one or  more  of the  following  events  shall
constitute an "Event of Default":

                  (a) Any Guarantor fails to pay any portion of the Indebtedness
when due and payable or declared due and  payable,  or fails to remit or deposit
items or funds as required by the terms of this Guaranty; or

                  (b) Any  Guarantor  fails or neglects  to observe,  perform or
comply  with  any  other  term,  provision,  condition,  covenant,  warranty  or
representation contained in this Guaranty, or the other Loan Documents or in any
other  agreement  now existing or  hereafter  executed  evidencing,  securing or
relating in any way to the  Indebtedness  or the  obligations  of any  Guarantor
hereunder,  which is required to be observed,  performed or complied with by any
Guarantor,  in any such  instance  after the  passage  of any  applicable  grace
period; or

                  (c) A Default or an Event of Default  (as such term is defined
in the Loan Agreement) shall occur.


         SECTION 6         RIGHTS AND REMEDIES AFTER EVENT OF DEFAULT.

         6.1 Rights and Remedies.  Upon and after the occurrence of any Event of
Default,  Lender shall have, in addition to all other rights and remedies  which
Lender may have under this Guaranty,  the other Loan  Documents,  and applicable
law, the following  rights and remedies,  all of which may be exercised  with or
without further notice to any Guarantor: (a) all of the rights and remedies of a
secured  party under the Code and  applicable  law; (b) to  foreclose  the Liens
created  under this  Guaranty  and the other Loan  Documents  or under any other
agreement  relating  to the  Guarantor



                                       9
<PAGE>

Collateral, by any available judicial procedure or without judicial process; (c)
to enter any premises  where the Guarantor  Collateral  may be located,  through
self-help and without judicial process, without first obtaining a final judgment
or giving any Guarantor  notice and opportunity for a hearing on the validity of
Lender's  claim,  for the purpose of taking  possession or removing the same, or
require  each  Guarantor  to  assemble  the  Guarantor  Collateral  and  make it
available to Lender at a place to be designated  by Lender;  and/or (d) to sell,
assign,  lease,  or otherwise  dispose of the  Guarantor  Collateral or any part
thereof,  either at public or private  sale,  in lots or in bulk,  for cash,  on
credit or otherwise, with or without representation or warranties, and upon such
terms as shall be acceptable to Lender,  in its sole discretion,  and Lender may
bid or become the  purchaser  at any such  public  sale,  free from any right of
redemption which is hereby expressly waived by each Guarantor,  and Lender shall
have the  option to apply or be  credited  with the amount of all or any part of
the Indebtedness owing to Lender against the purchase price bid by Lender at any
such sale.  Lender may, if it deems it reasonable,  postpone or adjourn any sale
of the Guarantor Collateral from time to time by an announcement at the time and
place of such postponed or adjourned sale,  without being required to give a new
notice of sale. Each Guarantor  agrees that Lender has no obligation to preserve
rights to the  Guarantor  Collateral  against  prior  Persons or to marshall any
Guarantor  Collateral for the benefit of any Person.  Lender is hereby granted a
license or other right to use, without charge, each Guarantor's labels, patents,
copyrights,  rights of use of any name, trade secrets, trade names,  trademarks,
and advertising  matter,  or any property of a similar nature, as it pertains to
the Guarantor Collateral, in completing production of, advertising for sale, and
selling any Guarantor  Collateral and each Guarantor's rights under all licenses
and franchise  agreements  shall inure to Lender's  benefit.  In addition,  each
Guarantor  agrees that in the event notice is necessary  under  applicable  law,
written notice mailed to such Guarantor in the manner  specified herein five (5)
days  prior to the date of public  sale of any of the  Guarantor  Collateral  or
prior to the date  after  which any  private  sale or other  disposition  of the
Guarantor  Collateral  will be made  shall  constitute  commercially  reasonable
notice to any  Guarantor.  Upon the  occurrence  of an Event of Default,  Lender
shall  also  have the  right  to seek  the  appointment  of a  receiver  to take
possession of and operate and dispose of any Guarantor's assets.  Lender may, at
any time during the continuance of an Event of Default,  and at each Guarantor's
expense,  employ and maintain custodians at such Guarantor's  premises who shall
have full  authority to protect  Lender's  interests.  Upon the  occurrence  and
during the continuation of an Event of Default, each Guarantor authorizes Lender
to collect and set-off and apply against the  Indebtedness  when due any cash or
deposit accounts in its possession,  and any refund of insurance premiums or any
insurance  proceeds  payable  on  account  of the loss or  damage  to any of the
Guarantor  Collateral and irrevocably appoints Lender as its attorney-in-fact to
endorse any check or draft or take other action  necessary to obtain such funds.
All or any part of the Guarantor Collateral may be liquidated and sold by Lender
for  failure of any  Guarantor  to pay any of the  Indebtedness,  regardless  of
whether any of the Loans have been accelerated or whether the Interest Rate Swap
Agreement has been terminated  early.  Notwithstanding  anything to the contrary
set forth herein, Guarantor Collateral may be liquidated upon Borrower's failure
to pay any  Indebtedness on a timely basis,  whether or not any acceleration has
occurred or the Interest Rate Swap Agreement has been terminated early.

         6.2  Application of Proceeds.  After an Event of Default,  the net cash
proceeds  resulting  from  the  collection,  liquidation,  sale,  lease or other
disposition of the Guarantor  Collateral  shall be applied first to the expenses
(including  all  reasonable  attorneys'  fees) of  retaking,  holding,  storing,



                                       10
<PAGE>

processing  and preparing for sale,  selling,  collecting,  liquidating  and the
like,  and  then to the  satisfaction  of all  Indebtedness,  application  as to
particular  Indebtedness  or against  principal  or  interest  to be in Lender's
absolute discretion. With limiting the generality of any other provision herein,
each  Guarantor  shall be liable to Lender and shall pay to Lender on demand any
deficiency  which  may  remain  after  such  sale,  disposition,  collection  or
liquidation  of the Guarantor  Collateral.  With limiting the  generality of any
other  provision  herein,  Lender shall forthwith remit to such Guarantor or the
Person entitled  thereto any surplus  remaining after all  Indebtedness has been
paid  in  full.  If any of  the  Guarantor  Collateral  shall  require  repairs,
maintenance,  preparation  or the like,  or is in  process  or other  unfinished
state, Lender shall have the right, but shall not be obligated,  to perform such
repairs,  maintenance,  preparation,  completion of manufacturing or processing,
for the purpose of putting the same in such  saleable  form as Lender shall deem
appropriate, but Lender shall have the right to sell or dispose of the Guarantor
Collateral  without any such repairs,  maintenance,  preparation,  completion of
manufacturing or processing.  Each Guarantor will, at Lender's request, assemble
(as soon as reasonably  practicable)  all the Guarantor  Collateral  and make it
available to Lender at places which Lender may select,  whether at premises of a
Guarantor  or  elsewhere,  and will make  available  to Lender all  premises and
facilities of each  Guarantor for the purpose of Lender's  taking  possession of
the Guarantor  Collateral or of removing or putting the Guarantor  Collateral in
saleable form.

         6.3  Appointment  of  Lender  as  Guarantor's  Lawful  Attorney.   Each
Guarantor hereby irrevocably designates,  makes, constitutes and appoints Lender
(and all  Persons  designated  by  Lender) as each  Guarantor's  true and lawful
attorney (and  agent-in-fact) and Lender, or Lender's agent, may, upon and after
the occurrence of an Event of Default,  without notice to any Guarantor,  and at
such time or times  thereafter as Lender or said agent, in its sole  discretion,
may determine,  in each  Guarantor's or Lender's name: (i) demand payment of the
Accounts;  (ii)  enforce  payment  of the  Accounts,  by  legal  proceedings  or
otherwise;  (iii)  exercise  all of any  Guarantor's  rights and  remedies  with
respect to the  collection of the  Accounts;  (iv) settle,  adjust,  compromise,
extend  or renew the  Accounts;  (v)  settle,  adjust  or  compromise  any legal
proceedings  brought to collect the  Accounts;  (vi) if permitted by  applicable
law, sell or assign the Accounts  upon such terms,  for such amounts and at such
time or times as  Lender  deems  advisable;  (vii)  discharge  and  release  the
Accounts;  (viii)  prepare,  file and sign each  Guarantor's  name on a proof of
claim in  bankruptcy  or similar  document  against  any  Account  Debtor;  (ix)
prepare,  file and sign each Guarantor's name on any notice of Lien,  assignment
or satisfaction of Lien or similar document in connection with the Accounts; (x)
do all acts and things  necessary,  in Lender's sole discretion,  to fulfill any
Guarantor's  obligations  under  this  Guaranty;  (xi)  endorse  the name of any
Guarantor upon any chattel paper, document,  instrument,  invoice, freight bill,
bill of lading or similar  document or  agreement  relating  to the  Accounts or
Inventory;  (xii)  use any  Guarantor's  stationery  and  sign  the  name of any
Guarantor  to  verifications  of the  Accounts  and  notices  thereof to Account
Debtors; (xiii) use the information recorded, other than classified information,
on or  contained in any data  processing  equipment  and  computer  hardware and
software  relating to the Accounts and  Inventory  to which each  Guarantor  has
access;  (xiv) take control,  in any manner,  of any item of payment or proceeds
referred to in section 3.6 hereof;  (xv) endorse the name of any Guarantor  upon
any item of payment or  proceeds  referred  to in section 3.6 hereof and deposit
the same to the  account  of Lender on account  of the  Indebtedness;  and (xvi)
endorse any  Guarantor's  name upon any  chattel  paper,  document,  instrument,
invoice,  freight bill, bill of lading or similar document or agreement relating
to the  Accounts  or



                                       11
<PAGE>

Inventory. All acts of Lender or its designee, except Lender's and its designees
acts of gross negligence or willful  misconduct,  taken pursuant to this section
6.3 are hereby  ratified and confirmed  and Lender or its designee  shall not be
liable for any acts of omission or  commission  nor for any error of judgment or
mistake  of fact  or law.  This  power,  being  coupled  with  an  interest,  is
irrevocable by each Guarantor until all Indebtedness is paid in full.

         6.4 Rights and Remedies Cumulative; Non-Waiver; Etc. The enumeration of
Lender's  rights and remedies  set forth in this  Guaranty is not intended to be
exhaustive  and the exercise by Lender of any right or remedy shall not preclude
the exercise of any other rights or remedies,  all of which shall be cumulative,
and shall be in addition to any other right or remedy given hereunder, under the
Loan Documents or under any other agreement between each Guarantor and Lender or
which may now or hereafter exist in law or in equity or by suit or otherwise. No
delay or failure to take action on the part of Lender in  exercising  any right,
power or privilege  shall operate as a waiver  thereof,  nor shall any single or
partial exercise of any such right, power or privilege preclude other or further
exercise thereof or the exercise of any other right, power or privilege or shall
be  construed  to be a waiver of any  Event of  Default.  No  course of  dealing
between any  Guarantor  and Lender or Lender's  employees  shall be effective to
change,  modify or discharge  any  provision of this Guaranty or to constitute a
waiver of any Event of Default.  Lender shall not, under any circumstances or in
any event whatsoever, have any liability for any error, omission or delay of any
kind occurring in the liquidation of the Guarantor Collateral or for any damages
resulting  therefrom  except  damages  directly  attributable  to Lender's gross
negligence or willful misconduct.

         SECTION 7         PAYMENT OF EXPENSES

         Provided  same  shall  not  have  previously  been  paid  by  Borrower,
Guarantors shall pay or reimburse Lender upon demand for all reasonable expenses
(including, without limitation,  reasonable attorneys' and paralegals' expenses)
incurred or paid by Lender in  connection  with:  (a) any  litigation,  contest,
dispute,  suit,  proceeding  or  action  (whether  instituted  by  Lender or any
Guarantor or any other Person) in any way relating to the Guarantor  Collateral,
this Guaranty or the other Loan Documents, or Borrower's, any Guarantor's or any
other guarantor's  business or affairs; (b) any attempt to enforce any rights of
Lender or any participant against any Guarantor or any other Person which may be
obligated  to Lender by virtue of this  Guaranty  or the other  Loan  Documents,
including without limitation,  the Account Debtors;  (c) any attempt to inspect,
verify, protect,  collect, sell, liquidate or otherwise dispose of the Guarantor
Collateral;  (d) the filing and recording of all documents required by Lender to
perfect  Lender's  Liens  in  the  Guarantor   Collateral,   including   without
limitation,  any  documentary  stamp tax or any other taxes incurred  because of
such filing or recording.



                                       12
<PAGE>

         SECTION 8         MISCELLANEOUS.

         8.1 Survival of Agreements. All agreements, covenants,  representations
and  warranties  contained  herein  or made in  writing  by or on behalf of each
Guarantor in connection with the transactions  contemplated hereby shall survive
the  execution  and delivery of this  Guaranty and the other Loan  Documents and
shall  continue  in  full  force  and  effect  so long  as any  Indebtedness  is
outstanding.  No termination or cancellation  (regardless of cause or procedure)
of this  Guaranty  shall in any way  affect or impair the  powers,  obligations,
duties,  rights and liabilities of the parties hereto in any way with respect to
(a)  any  transaction  or  event   occurring   prior  to  such   termination  or
cancellation,  (b)  the  Guarantor  Collateral,  or (c)  any of any  Guarantor's
undertakings, agreements, covenants, warranties and representations contained in
this  Guaranty  and  the  other  Loan  Documents  and  all  such   undertakings,
agreements,   covenants,  warranties  and  representations  shall  survive  such
termination or  cancellation.  Each Guarantor  further agrees that to the extent
that each such Guarantor makes a payment or payments to Lender, which payment or
payments  or any part  thereof  are  subsequently  invalidated,  declared  to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy, insolvency or similar state or
federal law, common law or equitable cause,  then, to the extent of such payment
or repayment, the Indebtedness or part thereof intended to be satisfied shall be
revived and  continued  in full force and effect as if such payment had not been
received by Lender.

         8.2 Notices.  Any notice or other communication  hereunder to any party
hereto shall be by hand delivery, facsimile transmission,  nationally recognized
overnight courier for next business day delivery or registered or certified mail
and unless otherwise  provided herein shall be deemed to have been received when
delivered  personally  or three  days  after  deposit  in such mail or with such
courier postage prepaid,  addressed to the party at its address  specified below
(or at any  other  address  that the party may  hereafter  specify  to the other
parties in writing):

         Guarantor:                 Steiner-Atlantic Corp.
                                    290 68th Street
                                    Miami, Florida 33138
                                    Facsimile: (305) 751-4903

         Guarantor:                 Steiner-Atlantic Brokerage Company, Inc.
                                    290 68th Street
                                    Miami, Florida 33138
                                    Facsimile: (305) 751-4903

         Guarantor:                 Dryclean USA Development Corp..
                                    290 68th Street

         Guarantor:                 Dryclean USA License Corp.
                                    290 68th Street


                                       13
<PAGE>

                                    Miami, Florida 33138
                                    Facsimile: (305) 751-4903

         Lender:                    First Union National Bank
                                    Portfolio Management Group
                                    4299 N.W. 36th Street, 4th Floor
                                    Miami Springs, Florida 33166
                                    Facsimile: (305) 883-4198

         With a copy to:            Stearns Weaver Miller Weissler
                                    Alhadeff & Sitterson, P.A.
                                    150 West Flagler Street, Suite 2200
                                    Miami, Florida  33130
                                    Attention: Stuart D. Ames, Esq.
                                    Facsimile:  (305) 789-3395

         8.3  Indemnification of Lender. From and at all times after the date of
this  Guaranty,  and in addition to all of Lender's  other  rights and  remedies
against any Guarantor,  each Guarantor  agrees to hold Lender harmless from, and
to indemnify Lender against, all losses, damages, costs and expenses (including,
but not  limited to,  reasonable  attorneys'  and  paralegals'  fees,  costs and
expenses)  incurred by Lender from and after the date  hereof,  whether  direct,
indirect  or  consequential,  as a result of or arising  from or relating to any
suit,  action or  proceeding  by any Person,  whether  threatened  or initiated,
asserting a claim for any legal or equitable remedy against any Person under any
statute or  regulation,  including,  but not  limited  to, any  federal or state
securities  laws,  or under any  common  law or  equitable  cause or  otherwise,
arising from or in connection with the  negotiation,  preparation,  execution or
performance of, this Guaranty and the other Loan Documents;  provided,  however,
that the foregoing indemnification shall not protect a Lender from loss, damage,
cost or expense  directly  attributable to such Lender's  willful  misconduct or
gross negligence.  All of the foregoing losses,  damages,  costs and expenses of
Lender shall be payable by each Guarantor upon demand by Lender, as the case may
be, and shall be  additional  Indebtedness  hereunder  secured by the  Guarantor
Collateral.

         8.4 Assignment.  This Guaranty shall be binding upon and shall inure to
the benefit of each Guarantor and Lender,  and their  respective  successors and
assigns; provided that each Guarantor may not assign any of its rights or duties
hereunder  without the prior written  consent of Lender and any such  assignment
made without such consent shall be void. Nothing in this Guaranty shall prohibit
or restrict Lender from pledging or assigning the Loan Documents,  including the
Guarantor Collateral,  to any Federal Reserve Bank in accordance with applicable
law.

         8.5 Amendment. This Guaranty cannot be amended, changed,  discharged or
terminated  orally,  but only by an instrument  in writing  signed by Lender and
each Guarantor.

         8.6  Severability.  To the extent any  provision  of this  Guaranty  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or



                                       14
<PAGE>

invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Guaranty.

         8.7  Entire   Agreement.   This  Guaranty  and  the  other   documents,
certificates and instruments  referred to herein constitute the entire agreement
between the parties and supersede and rescind any prior  agreements  relating to
the  subject  matter  hereof;  provided,   however,  that,  notwithstanding  the
foregoing,  this  Guaranty  shall not be deemed to modify,  supersede,  rescind,
revoke or otherwise  diminish the terms or conditions  of any other  guaranty or
similar arrangement executed by any Guarantor in favor of Lender.

         8.8 Binding  Effect.  All of the terms of this  Guaranty  and the other
Loan Documents,  as the same may from time to time be amended,  shall be binding
upon,  inure to the benefit of and be enforceable  by the respective  successors
and assigns of Guarantors  and Lender.  This  provision,  however,  shall not be
deemed to modify section 8.5.

         8.9 Captions.  The captions to the various  sections and subsections of
this  Guaranty have been  inserted for  convenience  only and shall not limit or
affect any of the terms hereof.

         8.10 Conflict of Terms.  The provisions of the other Loan Documents and
any  Schedule  thereto  are  incorporated  in this  Guaranty  by this  reference
thereto.  Except as otherwise  provided in this Guaranty and except as otherwise
provided  in the  other  Loan  Documents,  if any  provision  contained  in this
Guaranty is in conflict with, or  inconsistent  with, any provision of the other
Loan Documents, the provision contained in this Guaranty shall control.

         8.11 Injunctive Relief. Each Guarantor recognizes that in the event any
Guarantor  fails to perform,  observe or  discharge  any of its  obligations  or
liabilities  under this  Guaranty,  any remedy of law may prove to be inadequate
relief to Lender.  Each  Guarantor  therefore  agrees that Lender,  if Lender so
requests,  shall be entitled to temporary and permanent injunctive relief in any
such case without the necessity of proving actual damages.

         8.12 Further  Assurances.  At any time, and from time to time, upon the
written request of Lender, and at the sole expense of Guarantors, each Guarantor
will promptly and duly execute and deliver any and all such further  instruments
and  documents  and take such  further  actions  as Lender may  reasonably  deem
desirable to obtain the full  benefits of this  Guaranty.  Each  Guarantor  also
hereby  authorizes  Lender  to file any  additional  financing  or  continuation
statements  without the  signature of any  Guarantor to the extent  permitted by
law.

         8.13 Separate Legal Counsel. Each Guarantor has been represented by its
own legal  counsel (and not that of Lender) in connection  with the  negotiation
and documentation of the Loan Documents.

         8.14 Counterparts;  Construction; Gender. This Guaranty may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed and  delivered  shall be deemed an
original and all of which when taken together  shall  constitute but one and the
same  instrument.  Any  telecopied  version  of a  signature  shall be  deemed



                                       15
<PAGE>

a manually  executed and delivered  original.  This Guaranty  shall be construed
without any presumption that it be construed  against the party causing it to be
drafted.  All  references in this Guaranty or any of the other Loan Documents to
the  masculine,  feminine or neuter gender shall include all such genders unless
the context clearly indicates otherwise. Each representation, warranty, covenant
and agreement set forth in any Loan Document  shall be construed  independently.
The parties  acknowledge  that a Default or an Event of Default  shall be deemed
continuing  until cured,  as determined by Lender,  in accordance with the terms
hereof and the other Loan Documents.

         8.15 Powers.  All powers of attorney granted to Lender are coupled with
an interest and are  irrevocable,  until all Indebtedness is irrevocably paid in
full and Lender has no further obligations to make any Loans.

         8.16  Approvals.  If this Guaranty calls for the approval or consent of
Lender,  such  approval  or consent  may be given or withheld in the sole credit
judgment of Lender.

         8.17 Arbitration;  Preservation and Limitation of Remedies. 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  Guaranty  or any  other  Loan  Documents  ("Disputes"),  this
Guaranty  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 Guaranty. 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 Rules 51 et seq.  of the  Arbitration  Rules  shall be
applicable  to  claims of less  than  $1,000,000.  All  applicable  statutes  of
limitation shall apply to any Dispute.  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 any Interest Rate Swap
Agreement.  Notwithstanding  the preceding binding arbitration  provisions,  the
parties agree to preserve,  without diminution,  certain remedies that any party
hereto may employ or exercise  freely,  independently  or in connection  with an
arbitration  proceeding or after an arbitration  action is brought.  The parties
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 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



                                       16
<PAGE>

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 party in a
Dispute.  The  parties  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.

         8.18  GOVERNING  LAW;  JURISDICTION  AND VENUE;  WAIVER OF JURY  TRIAL.
SUBJECT TO THE TERMS OF SECTION 8.17,  THIS GUARANTY 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 SECTION 8.17, AS PART OF THE CONSIDERATION FOR
NEW VALUE THIS DAY RECEIVED,  EACH GUARANTOR 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 EACH  GUARANTOR AT THE ADDRESS STATED IN SECTION 8.2
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 SECTION 8.17, EACH GUARANTOR AND LENDER
HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES  TRIAL  BY JURY IN ANY SUIT OR
PROCEEDING  ARISING  OUT OF OR  RELATED  TO  THIS  GUARANTY  OR THE  OTHER  LOAN
DOCUMENTS.  SUBJECT  TO THE TERMS OF SECTION  8.17,  EACH  GUARANTOR  WAIVES ANY
OBJECTION  WHICH  EACH  GUARANTOR  MAY  HAVE  BASED ON LACK OF  JURISDICTION  OR
IMPROPER VENUE OR FORUM NON  CONVENIENS TO ANY SUIT OR PROCEEDING  INSTITUTED BY
LENDER UNDER THIS  GUARANTY 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 SECTION  8.17,  NOTHING IN THIS SECTION 8.18 SHALL AFFECT THE RIGHT
OF LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR AFFECT
THE RIGHT OF LENDER TO BRING ANY ACTION OR  PROCEEDING  AGAINST ANY GUARANTOR OR
ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH HAS JURISDICTION OVER
ANY  GUARANTOR  OR ITS  PROPERTY.  SUBJECT  TO THE TERMS OF SECTION  8.17,  THIS
PROVISION IS A MATERIAL  INDUCEMENT  FOR LENDER TO ENTER INTO THIS  GUARANTY AND
THE  OTHER  LOAN  DOCUMENTS,  MAKE THE  LOANS AND  EXTEND  THE  OTHER  FINANCIAL
ACCOMMODATIONS CONTEMPLATED HEREUNDER AND THEREUNDER.




                                       17
<PAGE>

         IN WITNESS  WHEREOF,  each  Guarantor  has  caused  this  Guaranty  and
Security  Agreement to be executed and sealed in its corporate  name by its duly
authorized corporate officer as of the date first above written.


                                   STEINER-ATLANTIC CORP., a Florida corporation


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



                                   STEINER-ATLANTIC  BROKERAGE COMPANY,  INC., a
                                   Florida corporation


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



                                   DRYCLEAN  USA  DEVELOPMENT  CORP.,  a Florida
                                   corporation


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



                                   DRYCLEAN   USA  LICENSE   CORP.,   a  Florida
                                   corporation


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


Accepted and acknowledged by:

FIRST UNION NATIONAL BANK


By: /s/ Steve Leth
    ------------------------------------------
    Steve Leth, Vice President




                                       18