EXHIBIT 4.02


                  [WACHOVIA BANK NATIONAL ASSOCIATION LETTERHEAD]


October 30, 2005

Michael Steiner
Dryclean USA, Inc
290 NE 68 Street
Miami, FL 33138
Dear Mr. Steiner:

         Reference is made to that certain Loan Agreement dated as of December
19, 2001 as amended from time to time (the "Agreement") between Dryclean USA,
Inc. (the "Borrower") and Wachovia Bank, National Association (the "Bank" or
"Wachovia"). Reference is also made to the promissory note dated November 2,
1998 as amended from time to time (the "Note"). The Agreement, Note, and all
other documents executed and delivered in connection therewith are collectively
referred to herein as the "Loan Documents". All capitalized terms used but not
defined herein shall have the meanings assigned in the Loan Documents.

         Based on the long and favorable relationship the Bank has enjoyed with
Dryclean USA, the Bank has agreed to modify certain requirements related to the
facility referenced above in accordance with the terms of this Letter Agreement
as follows: o Section 6.1(q) of the Agreement is hereby deleted in its entirety.

         Except and to the extent specifically noted above, there shall be no
change in any other provision or reporting requirements set forth in the Loan
Documents. All other terms, conditions and provisions of the Agreement and Loan
Documents remain unchanged and in full force and effect.

         Thank you for allowing Wachovia to be of service. Should you have any
questions please contact the undersigned at (305) 789-1224.


Sincerely,


Wachovia Bank, National Association

/s/ Carolyn Rewane
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Carolyn Rewane
Vice President