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                                                                Exhibit 10.3

                             SECOND AMENDMENT TO
                     AMENDED AND RESTATED LOAN AGREEMENT

         This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Agreement") is entered into and effective as of October 28, 2005, by and
among Angelica Corporation, a Missouri corporation ("Borrower"), LaSalle
Bank National Association ("LaSalle"), as Administrative Agent
("Administrative Agent"), and LaSalle and the other lenders listed on the
signature page hereto (the "Lenders").

                                  RECITALS:
                                  --------

A.       Borrower, Administrative Agent and Lenders are party to that
         Amended and Restated Loan Agreement dated as of January 27, 2005,
         as amended from time to time (as amended, the "Original Loan
         Agreement").

B.       Administrative Agent, Lenders and Borrower have agreed to the
         provisions set forth herein on the terms and conditions contained
         herein.

                                  AGREEMENT
                                  ---------

         Therefore, in consideration of the mutual agreements herein and
other sufficient consideration, the receipt of which is hereby acknowledged,
Borrower, Administrative Agent and the Lenders hereby agree as follows:

1. DEFINITIONS. All references to the "Agreement" or the "Loan Agreement" in
the Original Loan Agreement and in this Agreement shall be deemed to be
references to the Original Loan Agreement as it may be amended, restated,
extended, renewed, replaced, or otherwise modified from time to time.
Capitalized terms used and not otherwise defined herein have the meanings
given them in the Original Loan Agreement.

2. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective, unless
otherwise stated herein, as of the date first written above, but only if
this Agreement has been executed by Borrower and Administrative Agent and
each Lender, and acknowledged by each Guarantor.

3. CONSENT.
Section 13.18 of the Original Loan Agreement provides that no later than
August 31, 2005 (unless Administrative Agent in its sole discretion agrees
in writing to a later date), other than ordinary course of business storage
at customers of no more than thirty (30) consecutive days for any item of
Inventory, the Borrower and its Subsidiaries shall not store any Inventory
or other assets in excess of $250,000 in the aggregate with a bailee,
warehouseman, consignee or pursuant to an express or implied agreement
establishing a bailment or consignment of Inventory or similar arrangement,
unless Administrative Agent has received a written acknowledgment
satisfactory to Administrative Agent from the third party involved which
acknowledges the prior perfected Security Interest of Administrative Agent
for the benefit of Lenders in such Inventory. Such August 31, 2005 date was
extended to September 30, 2005 by the Administrative Agent pursuant to a
Consent to Loan Agreement, between Borrower and Administrative Agent, dated
as of August 31, 2005 (the "First Consent"), and as it was further extended
to October 28, 2005 pursuant to a Consent to Loan Agreement, between
Borrower and Administrative Agent, dated as of September 30, 2005 (the
"Second Consent"). Borrower has notified Administrative



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Agent that it will not obtain by October 28, 2005 all such required
consents. Administrative Agent hereby agrees that the October 28, 2005 date
referred to in the Second Consent is extended to November 30, 2005 for all
of Borrower's and its Subsidiaries' locations, other than their Hempstead,
New York locations. Administrative Agent reserves the right to grant further
extensions to such date in its sole discretion.

4. CONSENT.
Section 13.18 of the Original Loan Agreement provides that no later than
August 31, 2005 (unless Administrative Agent in its sole discretion agrees
in writing to a later date), other than ordinary course of business storage
at customers of no more than thirty (30) consecutive days for any item of
Inventory, the Borrower and its Subsidiaries shall not store any Inventory
or other assets in excess of $250,000 in the aggregate with a bailee,
warehouseman, consignee or pursuant to an express or implied agreement
establishing a bailment or consignment of Inventory or similar arrangement,
unless Administrative Agent has received a written acknowledgment
satisfactory to Administrative Agent from the third party involved which
acknowledges the prior perfected Security Interest of Administrative Agent
for the benefit of Lenders in such Inventory. Such August 31, 2005 date was
extended to September 30, 2005 by the Administrative Agent pursuant to the
First Consent, and as it was further extended to October 28, 2005 pursuant
to the Second Consent, and as further extended, subject to limitations, in
Section 3 hereof. Borrower has notified Administrative Agent that it will
not obtain by October 28, 2005 such required consents for its and its
Subsidiaries Hempstead, New York locations. Administrative Agent and the
Required Lenders hereby agree that no such consent is required for the
Hempstead, New York locations, if and only if the assets at such location
shall be excluded from the definition of Asset Coverage Ratio.

5. AMENDMENTS. MAXIMUM RATIO OF FUNDED INDEBTEDNESS TO EBITDA. Section 14.3
of the Loan Agreement is deleted in its entirety and replaced with the
following:

         "14.3 MAXIMUM RATIO OF FUNDED INDEBTEDNESS TO EBITDA. Borrower
         shall cause the ratio of Funded Indebtedness to EBITDA for the most
         recently ended four fiscal quarters, for the fiscal quarters ended
         on the dates specified below, calculated as of the last day of each
         such fiscal quarter, to not be greater than the ratio specified for
         such period, subject to the proviso below:

<TABLE>
<CAPTION>
         ========================================================================================
         FOUR FISCAL QUARTER PERIOD ENDED ON OR          MAXIMUM RATIO OF FUNDED INDEBTEDNESS TO
         MOST RECENTLY BEFORE THE FOLLOWING DATES:       EBITDA
         ----------------------------------------------------------------------------------------
         <S>                                             <C>
         July 31, 2005, October 31, 2005, January 31,    4.00:1.00
         2006, April 30, 2006, and each July 31,
         October 31, January 31, and April 30
         thereafter
         ----------------------------------------------------------------------------------------
</TABLE>

         Provided, however, and notwithstanding the foregoing, if the Real
         Estate Closing does not occur on or before November 30, 2005, then
         for the fiscal quarter ending on October 29, 2005 and for all
         reporting periods thereafter, Borrower shall cause the ratio of
         Funded Indebtedness to EBITDA for the most recently ended four
         fiscal quarters, for the fiscal quarters ended on the dates
         specified below, calculated as of the last day of each such fiscal
         quarter, to not be greater than the ratio specified for such
         period:

                                     2

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<TABLE>
<CAPTION>
         ========================================================================================
         FOUR FISCAL QUARTER PERIOD ENDED ON OR          MAXIMUM RATIO OF FUNDED INDEBTEDNESS TO
         MOST RECENTLY BEFORE THE FOLLOWING DATES:       EBITDA
         ----------------------------------------------------------------------------------------
         <S>                                             <C>
         October 31, 2005, January 31, 2006,             2.75:1.00
         April 30, 2006, July 31, 2006, and each
         October 31, January 31, April 30 and
         July 31 thereafter
         ----------------------------------------------------------------------------------------
</TABLE>

         5.2. REAL ESTATE CLOSING. Section 15.1.18 of the Loan Agreement is
deleted and replaced with the following:

         "15.1.18. Real Estate Closing. The Real Estate Closing does not
         occur on or before November 30, 2005."

6. PATRIOT ACT NOTIFICATION. Administrative Agent, each Lender and LaSalle
(for itself and not on behalf of any other party) hereby notifies the
Borrower and each other Covered Person that, pursuant to the requirements of
the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October
26, 2001 (the "Act"), it is required to obtain, verify and record
information that identifies the Borrower and each other Covered Person,
which information includes the name and address of the Borrower and each
other Covered Person and other information that will allow Administrative
Agent, such Lender or LaSalle, as applicable, to identify the Borrower and
each other Covered Person in accordance with the Act.

7. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower hereby represents
and warrants to Administrative Agent and the Lenders that (i) Borrower's
execution, delivery and performance of this Agreement has been duly
authorized by all requisite action of Borrower, (ii) no consents are
necessary from any third parties for Borrower's execution, delivery or
performance of this Agreement, (iii) this Agreement, the Loan Agreement, and
each of the other Loan Documents, constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with
their terms, except to the extent that the enforceability thereof against
Borrower may be limited by bankruptcy, insolvency or other laws affecting
the enforceability of creditors rights generally or by equity principles of
general application, (iv) all of the representations and warranties
contained in Section 10 of the Loan Agreement are true and correct with the
same force and effect as if made on and as of the date of this Agreement,
(v) after giving effect to this Agreement, there is no Existing Default,
(vi) since the Effective Date, there has been no change or modification to
the Charter Documents of Borrower or any other Covered Person, (vii) since
the date of the Initial Financial Statements, there has been no change in
the financial condition or business operations of Borrower or any other
Covered Person which could reasonably be expected to result in a Material
Adverse Effect, (viii) there are no proceedings of any kind, pending or
threatened against Borrower or any other Covered Person, which could
reasonably be expected to result in a Material Adverse Effect, and( ix)
there are no Security Interests with respect to the Borrower or its assets,
except for Permitted Security Interests.

8. REAFFIRMATION. Borrower hereby represents, warrants, acknowledges and
confirms that (i) the Loan Agreement and the other Loan Documents remain in
full force and effect, (ii) Borrower has no defenses to its obligations
under the Loan Agreement and the other Loan Documents, and (iii) Borrower
has no claim against Administrative Agent or any Lender arising from or in
connection with the Loan Agreement or the other Loan Documents and any such
claim is hereby irrevocably waived and released and discharged forever.

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9. GOVERNING LAW. This Agreement has been deemed to be executed and
delivered in Chicago, Illinois, and shall be governed by and construed under
the laws of the State of Illinois without giving effect to choice or
conflicts of law principles thereunder.

10. SECTION TITLES. The section titles in this Agreement are for convenience
of reference only and shall not be construed so as to modify any provisions
of this Agreement.

11. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Agreement may be executed in
one or more counterparts and on separate counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument. Signatures to this Agreement may be given by facsimile
or other electronic transmission, and such signatures shall be fully binding
on the party sending the same.

12. INCORPORATION BY REFERENCE. Administrative Agent, Lenders and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in
and made a part of this Agreement by this reference.

13. FEES AND EXPENSES. Borrower shall promptly pay to Administrative Agent
all fees, expenses and other amounts owing to Administrative Agent under the
Loan Agreement and the other Loan Documents, including, without limitation,
all fees, costs and expenses incurred by Administrative Agent in connection
with the preparation, negotiation, execution, and delivery of this
Agreement.

14. NOTICE--ORAL COMMITMENTS NOT ENFORCEABLE. Nothing contained in the
following notice shall be deemed to limit or modify the terms of the Loan
Documents:

         ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
         FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
         EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE
         LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO
         THE CREDIT AGREEMENT. TO PROTECT COMPANY (BORROWER) AND THE BANK
         (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
         THE COMPANY (BORROWER) AND THE BANK (CREDITOR) REACH COVERING SUCH
         MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
         EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY
         LATER AGREE IN WRITING TO MODIFY IT.

  Borrower acknowledges that there are no other agreements between
  Administrative Agent, Lenders, and Borrower, oral or written, concerning
  the subject matter of the Loan Documents, and that all prior agreements
  concerning the same subject matter, including any proposal or commitment
  letter, are merged into the Loan Documents and thereby extinguished.

15. STATUTORY NOTICE-INSURANCE. The following notice is given pursuant to
Section 10 of the Collateral Protection Act set forth in Chapter 815 Section
180/1 of the Illinois Compiled Statutes (1996); nothing contained in such
notice shall be deemed to limit or modify the terms of the Loan Documents:

         UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY
         YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE
         TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS


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         INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE
         THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM
         THAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU
         MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER
         PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY
         OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU
         WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE
         INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
         CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
         EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE.
         THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
         BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN
         THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

                {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                     SIGNATURE PAGE IMMEDIATELY FOLLOWS}

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         IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

ANGELICA CORPORATION, A MISSOURI CORPORATION, AS BORROWER

By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President & Chief Financial Officer
      -----------------------------------------------


LASALLE BANK NATIONAL ASSOCIATION,


AS ADMINISTRATIVE AGENT AND A LENDER

By: /s/ Margaret C. Dierkes
   --------------------------------------------------
Name: Margaret C. Dierkes
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------


NATIONAL CITY BANK OF THE MIDWEST, A LENDER

By: /s/ Matthew M. Springman
   --------------------------------------------------
Name: Matthew M. Springman
     ------------------------------------------------
Title: Senior Vice President
      -----------------------------------------------


UMB BANK, NATIONAL ASSOCIATION, A LENDER

By: /s/ Cecil G. Wood
   --------------------------------------------------
Name: Cecil G. Wood
     ------------------------------------------------
Title: Executive Vice President
      -----------------------------------------------


WELLS FARGO BANK, N.A., A LENDER

By: /s/ Tammy R. Sturgis
   --------------------------------------------------
Name: Tammy R. Sturgis
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------


REGIONS BANK, FORMERLY KNOWN AS UNION PLANTERS
BANK, N.A., A LENDER

By: /s/ Daniel R. Kraus
   --------------------------------------------------
Name: Daniel R. Kraus
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------

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ACKNOWLEDGED AND AGREED TO AS OF OCTOBER 28, 2005:

ANGELICA TEXTILE SERVICES, INC., a New York corporation

By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------


ANGELICA TEXTILE SERVICES, INC., a California corporation

By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------


SOUTHERN SERVICE COMPANY, a California corporation

By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------


ANGELICA REALTY CO., a California corporation

By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------



THE SURGIPACK CORPORATION, a Massachusetts corporation

By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------


ROYAL INSTITUTIONAL SERVICES, INC., a Massachusetts corporation


By: /s/ James W. Shaffer
   --------------------------------------------------
Name: James W. Shaffer
     ------------------------------------------------
Title: Vice President
      -----------------------------------------------



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