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                                                               Exhibit 10.24
                            ANGELICA CORPORATION
                            EMPLOYMENT AGREEMENT
                            --------------------


            This agreement ("Agreement") has been entered into as of the 1st
day of March, 2003, by and between Angelica Corporation, a Missouri
corporation ("Angelica"), and Steven L. Frey, an individual ("Employee").

            WHEREAS, Angelica currently employs Employee as Vice President,
General Counsel and Secretary of Angelica and Angelica and Employee wish to
more specifically define the terms and conditions of Employee's employment
with Angelica in this Agreement.

            NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

SECTION 1:     DEFINITIONS. For purposes of this Agreement, the following words
and phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning.

                    (a) "ANNUAL BASE SALARY" means the base salary set forth
                    in Section 3.3 of this Agreement, as it shall be
                    increased from time to time in the discretion of the
                    Board or the Compensation and Organization Committee of
                    the Board.

                    (b) "BOARD" means the Board of Directors of Angelica.

                    (c) "CHANGE IN CONTROL" means:

                          (i)   The acquisition by any individual, entity or
                                group, or a Person (within the meaning of
                                Section 13(d)(3) or 14(d)(2) of the
                                Securities Exchange Act of 1934, as amended
                                (the "Exchange Act") of ownership of 20% or
                                more of either (a) the then outstanding
                                shares of common stock of Angelica (the
                                "Outstanding Angelica Common Stock") or (b)
                                the combined voting power of the then
                                outstanding voting securities of Angelica
                                entitled to vote generally in the election
                                of directors (the "Outstanding Angelica
                                Voting Securities"); or

                          (ii)  Approval by the stockholders of Angelica of
                                a reorganization, merger or consolidation,
                                in each case, unless, following such
                                reorganization, merger or consolidation, (a)
                                more than 50% of, respectively, the then
                                outstanding shares of common stock of the
                                corporation resulting from such
                                reorganization, merger or consolidation and
                                the combined voting power of the then
                                outstanding voting securities of such
                                corporation entitled to vote generally in
                                the election of directors is then
                                beneficially owned, directly or indirectly,
                                by all or substantially all of the
                                individuals and entities who were the
                                beneficial owners, respectively, of the
                                Outstanding Angelica Common Stock and
                                Outstanding Angelica Voting Securities
                                immediately prior to such reorganization,
                                merger or consolidation in substantially the
                                same proportions as their ownership,
                                immediately prior to such reorganization,
                                merger or consolidation, of the Outstanding
                                Angelica Common Stock and Outstanding
                                Angelica Voting Securities, as the case may
                                be, (b) no Person beneficially owns,
                                directly or

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                                indirectly, 20% or more of, respectively,
                                the then outstanding shares of common stock
                                of the corporation resulting from such
                                reorganization, merger or consolidation or
                                the combined voting power of the then
                                outstanding voting securities of such
                                corporation, entitled to vote generally in
                                the election of directors and (c) at least a
                                majority of the members of the board of
                                directors of the corporation resulting from
                                such reorganization, merger or consolidation
                                were members of the Incumbent Board at the
                                time of the execution of the initial
                                agreement providing for such reorganization,
                                merger or consolidation; or

                          (iii) Approval by the stockholders of Angelica of
                                (a) a complete liquidation or dissolution of
                                Angelica or (b) the sale or other
                                disposition of all or substantially all of
                                the assets of Angelica, other than to a
                                corporation, with respect to which following
                                such sale or other disposition, (1) more
                                than 50% of, respectively, the then
                                outstanding shares of common stock of such
                                corporation and the combined voting power of
                                the then outstanding voting securities of
                                such corporation entitled to vote generally
                                in the election of directors is then
                                beneficially owned, directly or indirectly,
                                by all or substantially all of the
                                individuals and entities who were the
                                beneficial owners, respectively, of the
                                Outstanding Angelica Common Stock and
                                Outstanding Angelica Voting Securities
                                immediately prior to such sale or other
                                disposition in substantially the same
                                proportion as their ownership, immediately
                                prior to such sale or other disposition, of
                                the Outstanding Angelica Common Stock and
                                Outstanding Angelica Voting Securities, as
                                the case may be, (2) no Person beneficially
                                owns, directly or indirectly, 20% or more
                                of, respectively, the then outstanding
                                shares of common stock of such corporation
                                and the combined voting power of the then
                                outstanding voting securities of such
                                corporation entitled to vote generally in
                                the election of directors and (3) at least a
                                majority of the members of the board of
                                directors of such corporation were members
                                of the Incumbent Board at the time of the
                                execution of the initial agreement or action
                                of the Board providing for such sale or
                                other disposition of assets of Angelica.

                    (d) "DATE OF TERMINATION" means a date that a Notice of
                    Termination is received by the party to whom such notice
                    is being given, unless the party giving the Notice of
                    Termination specifies another date in the Notice of
                    Termination (which date shall not be more than 30 days
                    after giving of such Notice of Termination) or,
                    alternatively, the last day of any Term in the event
                    that a Notice of Non-Renewal is delivered by either
                    party in accordance with Section 2.1 of this Agreement.

                    (e) "DISPOSITION OF AN OPERATING LINE OF BUSINESS"
                    means:

                          (i)   when used with reference to the stock or
                                other equity interests of the Operating Line
                                of Business that is or becomes a separate
                                corporation, limited liability company,
                                partnership or other business entity, the
                                sale, exchange, transfer, distribution or
                                other disposition of the ownership, either
                                beneficially or of record or both, by
                                Angelica of more than 50% of either (a) the
                                then outstanding shares of common stock (or
                                the equivalent equity interests) of such
                                Operating Line of Business, or (b) the
                                combined voting power of the then
                                outstanding

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                                voting securities of such Operating Line of
                                Business entitled to vote generally in the
                                election of the Board or the equivalent
                                governing body of the Operating Line of
                                Business;

                          (ii)  when used with reference to the merger or
                                consolidation of the Operating Line of
                                Business that is or becomes a separate
                                corporation, limited liability company,
                                partnership or other business entity, any
                                such transaction that results in Angelica
                                owning, either beneficially or of record or
                                both, less than 50% of either (a) the then
                                outstanding shares of common stock (or the
                                equivalent equity interests) of such
                                Operating Line of Business, or (b) the
                                combined voting power of the then
                                outstanding voting securities of such
                                Operating Line of Business entitled to vote
                                generally in the election of the Board or
                                the equivalent governing body of the
                                Operating Line of Business; or

                          (iii) when used with reference to the assets of
                                the Operating Line of Business, the sale,
                                exchange, transfer, liquidation,
                                distribution or other disposition of assets
                                of such Operating Line of Business (a)
                                having a fair market value (as determined by
                                the Incumbent Board) aggregating more than
                                50% of the aggregate fair market value of
                                all of the assets of such Operating Line of
                                Business as of the Triggering Transaction
                                Date, (b) accounting for more than 50% of
                                the aggregate book value (net of
                                depreciation and amortization) of all of the
                                assets of such Operating Line of Business,
                                as would be shown on a balance sheet for
                                such Operating Line of Business, prepared in
                                accordance with generally accepted
                                accounting principles then in effect, as of
                                the Triggering Transaction Date; or (c)
                                accounting for more than 50% of the net
                                income of such Operating Line of Business,
                                as would be shown on an income statement,
                                prepared in accordance with generally
                                accepted accounting principles then in
                                effect, for the 12 months ending on the last
                                day of the month immediately preceding the
                                month in which the Triggering Transaction
                                Date occurs.

                    (f) "EFFECTIVE DATE" means the date of this Agreement.

                    (g) "EMPLOYMENT PERIOD" means the period beginning on
                    the Effective Date and ending on the Date of
                    Termination.

                    (h) "GOOD CAUSE" means, when used in connection with the
                    termination of Employee's employment with Angelica by
                    Angelica, a termination based upon (i) Employee's
                    willful and continued failure to substantially perform
                    his duties with Angelica (other than as a result of
                    incapacity due to physical or mental condition), after a
                    written demand for substantial performance is delivered
                    to Employee by Angelica, which specifically identifies
                    the manner in which Employee has not substantially
                    performed his duties; (ii) Employee's commission of an
                    act constituting a criminal offense involving moral
                    turpitude, dishonesty or breach of trust; or (iii)
                    Employee's material breach of any provision of this
                    Agreement.

                    (i) "GOOD REASON" means, when used in connection with
                    the termination of Employee's

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                    employment with Angelica by Employee, a termination
                    based upon the following reasons:

                          (i)   the assignment to Employee of any duties
                                inconsistent in any respect with Employee's
                                position (including status, offices, titles
                                and reporting requirements), authority,
                                duties and responsibilities as contemplated
                                by this Agreement or any other action by
                                Angelica which results in a material
                                diminution in such position, authority,
                                duties or responsibilities, excluding for
                                this purpose any action not taken in bad
                                faith which is remedied by Angelica promptly
                                after receipt of notice by Angelica thereof
                                given by Employee;

                          (ii)  (A) the failure by Angelica to continue in
                                effect any benefit or compensation plan,
                                stock ownership plan, life insurance plan,
                                health and accident plan or disability plan
                                to which Employee is entitled, provided that
                                Angelica may amend, modify or replace such
                                plans as long as the Employee is entitled to
                                benefits under the amended, modified or
                                replaced plan or plans that are
                                substantially similar to those of the plan
                                or plans so amended, modified or replaced;
                                (B) the taking of any action by Angelica
                                which would adversely affect Employee's
                                participation in, or materially reduce
                                Employee's benefits under, any plans in
                                which Employee is then currently
                                participating; or (C) the failure of
                                Angelica to provide Employee with paid
                                vacation to which Employee is entitled;

                          (iii) a material breach by Angelica of any
                                provision of this Agreement;

                          (iv)  a purported termination by Angelica of
                                Employee's employment otherwise than
                                specifically permitted by this Agreement; or

                          (v)   in connection with a Triggering Transaction
                                (as set forth in Section 4.2 of this
                                Agreement), the failure of a successor of
                                Angelica expressly to assume and agree to
                                perform this Agreement pursuant to the
                                provisions of Section 6.4 of this Agreement
                                prior to a Triggering Transaction; provided,
                                however, that a termination of employment by
                                Employee: (A) subsequent to an express
                                assumption and agreement to perform this
                                Agreement by such successor on or after a
                                Triggering Transaction Date or (B)
                                subsequent to a date that is two years after
                                a Triggering Transaction Date, shall not be
                                deemed to be for "Good Reason" under this
                                subsection.

                    (j) "NOTICE OF TERMINATION" means a written notice by
                    either party of such party's desire to terminate
                    Employee's employment with Angelica, which notice (i)
                    indicates the specific termination provision in this
                    Agreement relied upon, (ii) to the extent applicable,
                    sets forth in reasonable detail the facts and
                    circumstances claimed to provide a basis for termination
                    of Employee's employment under the provision so
                    indicated, and (iii) if the Date of Termination is other
                    than the date of receipt of such Notice, specifies the
                    Date of Termination (which date shall not be more than
                    30 days after the giving of such Notice). The failure by
                    Employee or Angelica to set forth in the Notice of
                    Termination any fact or circumstance which contributes
                    to a showing of Good

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                    Cause or Good Reason shall not waive any right of
                    Employee or Angelica hereunder or preclude Employee or
                    Angelica from asserting such fact or circumstance in
                    enforcing Employee's or Angelica's rights hereunder.

                    (k) "NOTICE OF NON-RENEWAL" means a written notice by
                    either party to this Agreement of such party's desire
                    not to allow the Term of the Agreement to automatically
                    renew at the end of the then-current Term for another
                    Term, thus having the effect of terminating the
                    Agreement at the end of the then-current Term.

                    (l) "OPERATING LINE OF BUSINESS" means the following
                    lines of business of Angelica, whether operated as a
                    division or as a separate subsidiary: (i) Angelica's
                    Textile Services Business Segment which operates laundry
                    plants providing textiles and laundry services,
                    principally to healthcare institutions, and, to a more
                    limited extent, to hotels, motels and restaurants in or
                    near major metropolitan areas of the United States; and
                    (ii) Angelica's Life Uniform and Shoe Shops Business
                    Segment which operates a nationwide chain of specialty
                    retail stores primarily for a clientele of nurses and
                    other healthcare professionals.

                    (m) "TERM" means, initially a one-year period commencing
                    on the Effective Date and ending on the date of the
                    first anniversary of the Effective Date, and, if renewed
                    in accordance with Section 2.1 of this Agreement, shall
                    mean a one-year period commencing on the particular
                    anniversary date of the Effective Date and ending on the
                    date one year after such commencing anniversary date.

                    (n) "TRIGGERING TRANSACTION" means (i) a Change in
                    Control of Angelica, or (ii) one or more Dispositions of
                    an Operating Line of Business involving both of
                    Angelica's Operating Lines of Business.

                    (o) "TRIGGERING TRANSACTION DATE" shall mean the date
                    that the Triggering Transaction occurs.

SECTION 2:     TERM OF AGREEMENT.

               2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for one year commencing on the Effective
Date, subject to automatic renewal for one or more additional Terms of one
year each commencing immediately upon the end of the initial Term or the
then-current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later than 30
days prior to the end of the initial Term or the then-current renewal Term,
as the case may be. In the event that such a Notice of Non-Renewal is given
as set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.


               2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to this
Agreement may terminate Employee's Employment Period (and Employee's
employment with Angelica) at any time during the Term by giving the other
party a Notice of Termination to the other party, without any liability
except as specified in Section 4 of this Agreement.

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SECTION 3:     TERMS AND CONDITIONS OF EMPLOYMENT.

               3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the employ
of Angelica throughout the Employment Period in accordance with the terms
and provisions of this Agreement. This Agreement shall remain in full force
and effect notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity
of the corporation to which Employee's compensation is charged, provided
that said corporation is a subsidiary or affiliate of Angelica and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.

               3.2 POSITIONS AND DUTIES. Angelica hereby employs Employee
and Employee hereby accepts such employment as Vice President, General
Counsel and Secretary of Angelica, subject to the reasonable directions of
the Chief Executive Officer of Angelica and the Board. Employee shall have
such authority and shall perform such duties as are specified in the Bylaws
of Angelica for the office and position to which he has been appointed
hereunder and shall so serve, subject to the control exercised by the Chief
Executive Officer of Angelica and the Board from time to time. Employee
agrees to devote such of his time, attention and energy to the business of
Angelica as may be required to perform the duties and responsibilities
assigned to him to the best of his ability and with reasonable diligence.

               3.3 COMPENSATION. Employee's initial base salary under this
Agreement will be $175,000 per annum, payable in accordance with Angelica's
current payroll practices. In addition to the Annual Base Salary, Employee
shall be awarded the opportunity to earn an incentive compensation on an
annual basis ("Incentive Compensation") under the Incentive Compensation
Plan or any incentive compensation plan which is generally available to
other similarly situated executives of Angelica. The Incentive Compensation
during the Employment Period shall range from 0 to 80% of Employee's Annual
Base Salary. The Incentive Compensation which Employee will have an
opportunity to earn shall be reviewed at least annually and may be adjusted
at the discretion of the Chief Executive Officer of Angelica and the Board,
dependent upon Employee's performance and in accordance with Angelica's
policies.

               3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible
to receive stock-based awards or grants under Angelica's 1994 Performance
Plan, 1999 Performance Plan and such other similar plans as may, from time
to time be adopted, including stock options, restricted stock and
performance awards, in the discretion of the Compensation and Organization
Committee or the Board of Angelica.

               3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
is eligible to participate in Angelica's Stock Bonus and Incentive Plan,
based on current eligibility requirements and subject to the terms and
conditions of such plan.

               3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the "401(k)
Plan"), based upon current eligibility requirements and subject to the terms
and conditions of such plan.

               3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible to
participate in Angelica's "defined benefit" Pension Plan, based on current
eligibility requirements and subject to the terms and conditions of such
plan.

                                    -6-

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               3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is eligible
to participate in Angelica's Supplemental Plan at an assigned formula rate
of 35% and otherwise based upon current eligibility requirements and subject
to the terms and conditions of such plan.

SECTION 4:    BENEFITS UPON TERMINATION.

               4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Angelica is terminated prior to the end of the
initial Term or prior to the end of any subsequent renewal Term, as the case
may be, (a) by Angelica without Good Cause or (b) by Employee for Good
Reason, then upon the negotiation and execution of a mutually acceptable
settlement and release agreement by Angelica and Employee (which will
include covenants consistent with the provisions of Section 5 below), and in
addition to any accrued salary and other payments owed to Employee under
Angelica's other benefit plans and policies, Angelica shall pay Employee an
amount equal to Employee's then-current Annual Base Salary. Said amount
shall be paid in equal, semi-monthly payments, less applicable taxes,
withholdings and standard deductions. In the case of a termination of
Employee's employment with Angelica not in connection with a Triggering
Transaction for any reason other than as stated in this Section 4.1 above,
Employee shall be entitled only to accrued salary and other payments owed to
Employee under Angelica's other benefit plans and policies.

               4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
Triggering Transaction occurs during the Employment Period and within two
years after the Triggering Transaction Date (i) Angelica shall terminate
Employee's employment with Angelica without Good Cause, or (ii) Employee
shall terminate employment with Angelica for Good Reason, or, alternatively,
(b) if one of the above-described terminations of employment occurs within
the six-month period prior to the earlier of (i) a Triggering Transaction or
(ii) the execution of a definitive agreement or contract that eventually
results in a Triggering Transaction, then upon the negotiation and execution
of a mutually acceptable settlement and release agreement by Angelica and
Employee (which will include covenants consistent with the provisions of
Section 5 below), and in addition to any accrued salary and other payments
owed to Employee under Angelica's other benefit plans and policies, Angelica
shall pay to Employee an amount equal to 1.50 times Employee's then-current
Annual Base Salary, in a lump-sum payment, after either (y) the Date of
Termination, in the case where the sequence of the requisite events is as
set forth in subsection (a) above or (z) the Triggering Transaction Date, in
the case where the sequence of the requisite events occurred as set forth in
subsection (b) above (the relevant date for purposes of entitlement to the
benefits set forth in this Section 4.2 is hereinafter referred to as the
"Entitlement Date"). In addition, at the Entitlement Date, to the extent not
otherwise provided for under the terms of Angelica's stock option plans or
Employee's stock option agreements, all stock options held by Employee that
have not expired in accordance with their respective terms shall vest and
become fully exercisable. In the case of any termination of Employee's
employment with Angelica in connection with a Triggering Transaction for any
reason other than as stated in this Section 4.2 above, Employee shall be
entitled only to accrued salary and other payments owed to Employee under
Angelica's other benefit plans and policies.

SECTION 5:     NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.

               5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the action of
Employee or Angelica or by mutual agreement, Employee shall not, either for
himself or on behalf of any person, firm or corporation (whether for profit
or otherwise) engage in any form of competition with

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Angelica, directly or indirectly, through any commercial venture, as a
partner, officer, director, stockholder, advisor, employee, consultant,
agent, salesman, venturer or otherwise, in the business conducted by
Angelica in the United States, Canada or any other country in which Angelica
does business. This requirement, however, will not limit Employee's right to
invest in the capital stock or other equity securities of any corporation,
the stock or securities of which are publicly owned or are regularly traded
on any public securities exchange.

               5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Angelica, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and trade
secrets of Angelica or its licensors or customers. Employee agrees that the
maintenance of the proprietary character of such information and property to
the full extent feasible is important and that for so long as any such
confidential information and trade secrets may remain confidential, secret
or otherwise wholly or partially protectable, either during or after
Employee's Employment Period, shall not use or divulge such confidential
information or property except as permitted or required by the duties of
Employee's employment with Angelica. Employee shall not remove any property
of a proprietary nature from Angelica's premises except as required by the
duties of Employee's employment. Employee shall return to Angelica upon
termination of his employment with Angelica, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Angelica.

               5.3 NON-DIVERSION. During the Employment Period and for one
year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others: (i) do anything which could be expected to
divert from Angelica any trade or business with any customer of Angelica
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination; or (ii) solicit for
employment by others, any individual employed by Angelica.

               5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that the
period and areas of restriction following the Date of Termination, as set
forth in this Section 5, are reasonably required for the protection of
Angelica and its business, as well as the continued protection of Angelica's
employees. If any one or more of the covenants, agreements or provisions
contained herein shall be held to be contrary to the policy of a specific
law, though not expressly prohibited, or against public policy, or shall for
any other reason whatsoever be held invalid, then such particular covenant,
agreement or provision shall be null and void and shall be deemed separable
from the remaining covenants, agreements and provisions, and shall in no way
affect the validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the length of
time or the geographic area set forth herein is deemed too restrictive in
any court proceeding, the court may reduce such restrictions to those which
it deems reasonable under the circumstances.

               5.5 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law.
In the event of the breach of Employee's covenants as set forth in this
Section 5 and Angelica's obtaining of injunctive relief, the period of
restrictions set forth herein shall commence from the date of the issuance
of the order which enjoins such activity.

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SECTION 6:     MISCELLANEOUS.

               6.1 NOTICE. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses as set forth below; provided that all
notices to Angelica shall be directed to the attention of the Chief
Executive Officer of Angelica, or to such other address as one party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

                    Notice to Employee
                    ------------------
                    Steven L. Frey
                    12250 Sunny Terrace Dr.
                    St. Louis, Missouri 63122

                    Notice to Angelica
                    ------------------
                    Angelica Corporation
                    424 South Woods Mill Road
                    Chesterfield, Missouri  63017-3406
                    Attention:  Chief Executive Officer

               6.2 WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or Angelica may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.

               6.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.

               6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Angelica and any such successor
shall be deemed to be substituted for Angelica under the terms of this
Agreement. Angelica shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of Angelica to assume expressly and agree to
perform the provisions of this Agreement as if no such succession had taken
place. As used in this Agreement, "Angelica" shall mean Angelica as
hereinbefore defined or any successor to Angelica's business and/or assets
which assumes and agrees to perform this Agreement.

               6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings, discussions
or negotiations with respect thereto.

               IN WITNESS WHEREOF, Employee and Angelica, pursuant to the
authorization from its Board, have caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.

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                                /s/ Steven L. Frey
                                ------------------
                                Steven L. Frey


                                ANGELICA CORPORATION

                                By: /s/ Don W. Hubble
                                   ------------------
                                Name: Don W. Hubble
                                      -------------
                                Title: Chairman, President and Chief Executive
                                       ---------------------------------------



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