Exhibit
      10.2








Angelica
      Letterhead





HAND
      DELIVERED





September
      19,
      2006








James
      R.
      Henderson


(Address)





Dear
      Jim:





As
      you know, it was agreed that in order to avoid possible complications under
      the
      Settlement Agreement, your retainer fees and other Director compensation will
      be
      paid in the form of cash rather than shares of Angelica stock.





In
      that regard, enclosed is a check, in the amount of $7,032.00, representing
      the
      cash equivalent of the initial 400 share grant which each new director receives
      at the time he joins the Board. This amount is based upon the market share
      price
      ($17.58) on August 30, 2006, the date your appointment to the Board became
      effective.





Your
      annual
      retainer fees will also be paid in cash. The basic annual retainer is presently
      $20,000 and is normally paid in May in the form of shares. When a Director
      joins
      the Board during the year, he receives a pro-rated portion of the annual
      retainer. If a Director leaves the Board within 10 months of the annual retainer
      date, a pro-rated portion of the retainer amount is subject to forfeiture.
      Since
      you joined the Board three months into the year, you will receive 75% of the
      annual retainer fee, or $15,000. As agreed, this will be paid in three equal
      installments at the end of November ’06, February ’07 and May ’07. Naturally,
      should you leave the Board prior to the next retainer date a pro-rated portion
      of this amount will be subject to forfeiture.





If
      you have any questions, please feel free to call me. Otherwise, we would ask
      that you sign and return the enclosed copy of this letter acknowledging receipt
      and acceptance of the above.





Very
      truly
      yours,





/s/
      Steve
      Frey











RECEIVED
      AND
      ACCEPTED





/s/
      James R.
      Henderson


James
      R.
      Henderson

















Angelica
      Letterhead





HAND
      DELIVERED





September
      19,
      2006








John
      J.
      Quicke


(Address)





Dear
      John:





As
      you know, it was agreed that in order to avoid possible complications under
      the
      Settlement Agreement, your retainer fees and other Director compensation will
      be
      paid in the form of cash rather than shares of Angelica stock.





In
      that regard, enclosed is a check, in the amount of $7,032.00, representing
      the
      cash equivalent of the initial 400 share grant which each new director receives
      at the time he joins the Board. This amount is based upon the market share
      price
      ($17.58) on August 30, 2006, the date your appointment to the Board became
      effective.





Your
      annual
      retainer fees will also be paid in cash. The basic annual retainer is presently
      $20,000 and is normally paid in May in the form of shares. When a Director
      joins
      the Board during the year, he receives a pro-rated portion of the annual
      retainer. If a Director leaves the Board within 10 months of the annual retainer
      date, a pro-rated portion of the retainer amount is subject to forfeiture.
      Since
      you joined the Board three months into the year, you will receive 75% of the
      annual retainer fee, or $15,000. As agreed, this will be paid in three equal
      installments at the end of November ’06, February ’07 and May ’07. Naturally,
      should you leave the Board prior to the next retainer date a pro-rated portion
      of this amount will be subject to forfeiture.





If
      you have any questions, please feel free to call me. Otherwise, we would ask
      that you sign and return the enclosed copy of this letter acknowledging receipt
      and acceptance of the above.





Very
      truly
      yours,





/s/
      Steve
      Frey











RECEIVED
      AND
      ACCEPTED





/s/
      John J.
      Quicke


John
      J.
      Quicke