EXHIBIT 4(a)(1)(B)

             [On Letterhead of WACHOVIA BANK, NATIONAL ASSOCIATION,
                        f/k/a First Union National Bank]


September 23, 2002

Dryclean USA, Inc.
290 NE 68th Street
Miami, Florida 33138
Attention:  Michael Steiner

Dear Mr. Steiner:

          Reference is made to that certain Loan and Security  Agreement,  dated
as of December 19, 2001 (the "Loan Agreement"),  between Dryclean USA, Inc. (the
"Borrower"),  and First Union  National  Bank,  n/k/a  Wachovia  Bank,  National
Association (the "Bank"). The Loan Agreement and all other documents executed in
connection   therewith  are  collectively   referred  to  herein  as  the  "Loan
Documents."  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings ascribed to them in the Loan Agreement.

          Section 5.25(a) of Loan Agreement provides:

          (a) Debt Service Coverage Ratio. As of the last day of the each fiscal
year  of  Borrower,  Borrower  shall  not  permit  the  ratio  of (i) the sum of
consolidated  net  income  after  tax  for  the  fiscal  year  then  ended  plus
consolidated  depreciation  and amortization for the fiscal year then ended less
dividends  declared or paid by  Borrower  for the fiscal year then ended to (ii)
current maturities of long-term debt (including capitalized leases and excluding
Revolving Loans) to be less than 1.25 to 1.0; provided, however, that such ratio
shall not be less than 1.00 to 1.0 for the fiscal year 2002 of the Borrower;

          The Bank and the Borrower  hereby agree that solely for the Borrower's
fiscal year ended June 30, 2002, such Debt Service Coverage Ratio shall be based
upon the ratio of (i) earnings from continuing  operations plus  depreciation of
amortization for the fiscal year ended June 30, 2002 less dividends  declared or
paid by Borrower  for the fiscal year then ended to (ii) current  maturities  of
long-term debt (including capitalized leases and and excluding Revolving Loans).
This calculation does not include the loss from discontinued operations from the
sale by the  Borrower  of its  Metro-Tel  Division.  The Bank  and the  Borrower
further  agree that for the  Borrower's  fiscal  year ended June 30,  2003,  and
thereafter, the definition of Debt Service Coverage Ration shall be as set forth
in Section 5.25(a) of the Loan Agreement.

<PAGE>

Dryclean USA, Inc.
September 23, 2002
Page 2


          The Borrower,  by its signature  below,  represents  and warrants that
there exist no defaults or Events of Defaults under the Loan Documents, that the
Loan  Documents are in full force and effect and that the Borrower does not have
any defenses to its obligations  under the Loan Documents nor any claims against
Bank.

          Please evidence your acceptance of the terms of this letter by signing
and  returning  to the Bank a copy of this letter  bearing  original  authorized
signatures of each of the parties indicated.

                                        Very truly yours,
                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, f/k/a First Union National
                                        Bank


                                        By:  /s/ Margarita M. Alfonso
                                             -----------------------------------
                                             Margarita M. Alfonso
                                             Senior Vice President


Acknowledged and agreed to the foregoing:
DRYCLEAN USA, INC.


By: /s/ Michael S. Steiner
    ------------------------------
Name:     Michael S. Steiner
     -----------------------------
Title:    President
      ----------------------------

Date:      9/23/02
     -----------------------------


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